Fashion Consultant Policies and Procedures

1.How to Become a Fashion Consultant (Sales Partner)

1.1 Becoming a Sales Partner

You may become a Sales Partner by completing the online registration form and by reviewing and executing the online Sales Partner Agreement. You are not required to purchase any Products or materials to become a Sales Partner.

1.2 One Individual Per Sales Partner Account

Only one individual may register a Sales Partner Account and submit a Sales Partner Agreement to the Company. If the individual also wants to include a spouse or Co-habitant on the Sales Partner Agreement, then the spouse or Co-habitant may also be included on the Sales Partner Agreement. Except for the addition of spouses or Co-habitants, if more than one Person wants to participate in a Sales Partner Account, then the Persons must apply as a Business Entity.

1.3 Age Requirements; Minors

You must be at least 18 years old to become a Sales Partner; provided, however, if you are a minor who is at least 16 years old, then you may become a Sales Partner if you submit a hard copy Sales Partner Agreement signed by you and by your parent or legal guardian to the Company. Your parent or legal guardian will be required to supervise your activities under this Agreement. If your parent or legal guardian is a Sales Partner, then: (i) your Sales Partner Account is considered a second account separate from your parent or legal guardian’s account; (ii) your parent or legal guardian must be your Sponsor; and (iii) your parent or legal guardian cannot have any Beneficial Interest in your Sales Partner Account.

1.4 Spouses and Co-Habitants

If the spouse or Co-habitant of a Sales Partner wants to become a Sales Partner, the spouse or Co-habitant must be added to the Sales Partner Account previously formed by the other spouse or Co-habitant. If the spouse or Co-habitant of a former Sales Partner wants to become a Sales Partner, then the spouse or Co-habitant must apply to become a Sales Partner under the Sponsor of the spouse’s or Co-habitant’s former Sales Partner Account unless the applicable inactive period regarding Business Activity of the former Sales Partner has lapsed as set forth in Section 3.2 below.

1.5 Legal Residency

Your Sales Partner Agreement must be filed and maintained in the market where you are a legal resident or citizen and where you have a legal right to do the business. If you are unable to prove your legal residency, citizenship, or legal right to do business in the market where you have filed your Sales Partner Agreement, the Company may declare your Sales Partner Agreement void from its inception. 

1.6 Acceptance of Your Sales Partner Agreement

The Company reserves the right to reject any application for a Sales Partner Account at its own discretion. You become an approved Sales Partner only upon the written acceptance and processing of your Sales Partner Agreement by the Company. In the event the Company receives more than one Sales Partner Agreement from an applicant, the first Sales Partner Agreement received by the Company is the one that determines your Sponsor.

1.7 Tax Identification Number

You will be required to provide the Company with your tax identification number before you are eligible to receive a Commission, or when otherwise required by the Company for tax or other purposes. This requirement also applies to spouses and Co-habitants who sign the Sales Partner Agreement. In the event you sign up using a Business Entity, you must provide the tax identification number for the Business Entity and for each Participant in the Business Entity. The Company may also place a sales order or Commission hold on your account until you provide your tax identification number and your tax identification number has been verified.

1.8 Business Entities

A Business Entity may apply to become a Sales Partner by completing, signing, and returning a Business Entity Form, signed by all the Participants, together with a Sales Partner Agreement. In addition, the following other requirements apply to Business Entities:

Each Participant must be a citizen or legal resident and have the legal right to do business in the market where the Business Entity’s Sales Partner Agreement has been filed and must be able to provide proof of such. If the Business Entity is unable to provide this proof upon the Company’s request, the Company may declare the Sales Partner Agreement void from its inception. You should be aware that merely being listed as a member of a Business Entity does not necessarily grant you any legal right to do business;

Commissions will be issued in the name of the Business Entity. The Company will not have any liability to you if the Business Entity or any Participant in the Business Entity fails to allocate and pay any portion of the Commissions received by the Business Entity among the multiple Participants in the Business Entity, or for any incorrect allocation and payment; and

One Participant will be designated as the Primary Participant of the Business Entity and the Company may rely and act on any information provided by the Primary Participant.

If you want to change the form of your Sales Partner Account from an individual to a Business Entity, you may do so at any time. This change is subject to any applicable legal requirements and requires the completion and delivery of a Business Entity Form to the Company.

2. Personal Information

2.1 Collection of Personal Information

The Company is aware of and responsive to your concerns regarding how information about you is collected, used and shared as a result of your becoming a Sales Partner. The Company respects your privacy and is committed to protecting the privacy of Sales Partners. The Company collects from you and holds certain personal information about you in order to provide you with support, the benefits of being a Sales Partner and communicating with you regarding (i) Products and promotional offers, (ii) your Sales Partner Account and Organization, (iii) Commissions, and (iv) other relevant business issues. All information submitted by you will be held by the Company at its corporate headquarters, its regional headquarters, and/or its local affiliated companies. You have the right to access and verify your personal information held by the Company by contacting the Company.

2.2 Authorization to Use Your Personal Information

You authorize the Company to:

Transfer and disclose personal and/or confidential information, which (a) you have provided to the Company in connection with your Sales Partner Account and Organization, or (b) that has been developed as a result of your activity as a Sales Partner, to (i) its parent and affiliated companies wherever located, (ii) your upline Sales Partner when the Company determines it is appropriate, and (iii) applicable government agencies or regulatory bodies if required by law. You will have the option to block the transfer of certain information that may be provided to your upline Sales Partner.

Use your personal information for Sales Partner recognition and the Company’s Business Support Materials and Services unless you request in writing that the Company not do so.

Use your personal information described above, and you further agree that any other disclosure of your personal information will be governed by Company’s Privacy Policy, as it may be modified from time to time. The Privacy Policy may be viewed on the Company’s web site at: https://vitalita.shop/policies/privacy-policy.

3. Maintaining Your Sales Partner Account

3.1 Keeping Your Sales Partner Account and Business Entity Form Current

You must keep the information contained in your Sales Partner Agreement or Business Entity Form current and accurate. You must immediately inform the Company of any changes affecting the accuracy of information contained in these documents. The Company may terminate a Sales Partner Account or declare a Sales Partner Agreement void from its inception if the Company determines false or inaccurate information was provided. If you fail to update your Sales Partner Agreement or Business Entity Form, holds may be placed on your account or other disciplinary action may be taken, including termination. You must submit a new Sales Partner Agreement or Business Entity Form with “Amended” written across the top to change your Sales Partner Account information. Any amended Sales Partner Agreement must be signed by you. A Business Entity’s amended Sales Partner Agreement must be signed by the Primary Participant of the Business Entity. An amended Business Entity Form must be signed by all Participants of the Business Entity. The Company may charge a fee for processing changes to the Sales Partner Agreement and Business Entity Form. The Company may refuse to accept any amendments.

3.2 Starting a Sales Partner Account Under a New Sponsor

If you are a former Sales Partner, you may establish a new Sales Partner Account under a new Sponsor only if you have not engaged in any Business Activity (whether for your Sales Partner Account or the Sale Partner Account of another Person) for a continuous period of twelve (12) months. 

3.3 One Sales Partner Account Per Individual

You are not allowed to have a Beneficial Interest in more than one Sales Partner Account except as follows: (i) marriage of two Sales Partners who each had a Sales Partner Account prior to the marriage, (ii) inheritance of a Sales Partner Account by an existing Sales Partner, or (iii) as otherwise approved in writing by the Company.

4. Transferring and Terminating Your Sales Partner Account

4.1 No Transfers Without Company Consent

You may not transfer your Sales Partner Account or any rights therein, unless you have received the prior written consent of the Company. The Company will not recognize any assignment, and the transferee will have no rights until the transfer has been approved by the Company. Any exceptions and waivers the Company has made to the Contract for the benefit of a Sales Partner Account will terminate upon the transfer unless otherwise provided in a written agreement by the Company.

4.2 Transfers Upon Death

Individuals

Upon your death, your Sales Partner Account may be passed on to your heirs, or other beneficiaries whether by will, intestate succession, or otherwise. The transfer will be recognized by the Company when a court order or proper legal document addressing the transfer to a qualified transferee is submitted to the Company. The Company encourages you to make appropriate arrangements in consultation with an estate-planning attorney for the transfer of your Sales Partner Account.

Participant in a Business Entity.

If you are a Participant in a Business Entity, upon your death your interest in the Sales Partner Account will be transferred according to the Business Entity’s legal documents and applicable law governing the transfer, provided that all Persons of the transferee are qualified to hold an interest in a Sales Partner Account under these Policies and Procedures. The transfer of your interest will be recognized by the Company when a court order or proper legal documents addressing the transfer to a qualified transferee are submitted to the Company.

Transfers Upon Divorce

In the event of a divorce, the Company will neither determine the division of nor divide a Sales Partner Account or an Organization. Generally, the Company will not divide Commissions or other rewards. The Company may, however, in its sole discretion, on a case-by-case basis, divide Commissions on a simple, fixed-percentage basis, pursuant to a court order or the written consent of both parties. IF THE COMPANY AGREES TO DIVIDE COMMISSIONS ON A SIMPLE, FIXED PERCENTAGE BASIS, THE PARTIES TO THE SALES PARTNER ACCOUNT AGREE TO HOLD THE COMPANY HARMLESS FROM ANY AND ALL LIABILITIES, LOSSES, COSTS, DAMAGES, JUDGMENTS, OR EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING OR ARISING FROM, DIRECTLY OR INDIRECTLY, ANY ACTS OR OMISSIONS BY COMPANY IN DIVIDING THE COMMISSIONS. The Company has the right to withhold Commissions in the event of a dispute among spouses regarding a Sales Partner Account. The Company may charge a fee to Sales Partners each month as payment for its services in dividing Commission payments.

Right to Terminate

You may terminate your Sales Partner Account at any time; please refer to Section 22 for additional information and procedures.

5. Operating Your Business

5.1 Purpose of Your Business 

The primary purpose of your business and the Company is to sell high quality Products to retail customers. As part of this process, you may sponsor other Sales Partners in the business to build your sales organization. However, the recruitment of other Sales Partners is not your primary focus, but rather an integral part of your fundamental obligation to sell Products and increase the sales of Products to retail customers by your Organization.

5.2 Ethics and Anti-Corruption

Along with the ethical guidelines of this Section, you must comply with the Code of Ethics promulgated by the Direct Selling Association (DSA) in your business operations. The DSA Code of Ethics can be found at www.dsa.org.  In addition, you must operate your Sales Partner Account in an ethical, professional, and courteous manner. This means, among other things, the following:

You must comply with the Contract and with applicable law.

You must operate your Sales Partner Account honestly.

You should indicate to prospective customers and Sales Partners who you are, why you have contacted them, and what Products you are selling.

You may not make false or misleading claims about potential earnings under the Sales Compensation Plan or about the benefits of using the Company’s Products.

You may not pressure any Sales Partners or prospective Sales Partners to operate in a financially irresponsible way, including, but not limited to, pressuring them to buy more Products or Business Support Materials and Services than they can reasonably use or sell, or to maintain specific inventory requirements.

You must not encourage or recommend that Sales Partners or prospective Sales Partners incur debt to participate in the business.

You must explain how to cancel an order.


You must comply with all anti-corruption laws, including the Foreign Corrupt Practices Act (“FCPA”), in the countries in which the Company does business. The FCPA requires that you never directly or indirectly (i.e., through an agent) make a payment or gift with the purpose of influencing the acts or decisions of foreign officials. There are some limited exceptions to this rule. Because the rules and exceptions relating to anti-corruption are complex, you should consult with your own legal counsel regarding questions relating to compliance with the FCPA or anti-corruption laws.

5.3 Non-Disparagement; Company’s Reputation

You may not make any misleading, unfair, inaccurate, or disparaging comparisons, claims, representations, or statements about:

the Company;

Company Products or commercial activities;

other Persons;

other companies (including competitors); or

other companies’ products, services, or commercial activities.

In addition, you will not act in any way, including your actions outside the scope of your Sales Partner Account, which could be considered detrimental to the business or reputation of the Company or its Sales Partners. The Company has the right to, in its sole discretion, determine what actions may be considered detrimental and take action against you. The Company’s business opportunity is not based on race, gender, beliefs, or political affiliations. When you are training your Organization, selling Products or promoting the business opportunity, you may not promote, advocate, sell, or include literature, books, or other material that promotes any other organization or individual, whether religious, political, business, or social, or that implies any association between the Company and any other organization. Company and Sales Partners meetings, calls or any other functions may not be used as a forum to promote or express personal beliefs, other organizations, companies, events, or individuals.

5.4 Harassment

You must operate your Sales Partner Account in a manner that is free of harassment, intimidation, threats, and abuse. Harassment of any kind will not be tolerated, including, but not limited to, race, religion, physical and verbal abuse, or soliciting, encouraging, or consummating any inappropriate or unwelcome written, verbal, electronic or physical relationships, sexual advances, requests for sexual favors, or other physical, verbal, or visual behavior of a sexual nature, with another Sales Partner, Company employee or customer.

5.5 No Contact

You may not contact, either directly or indirectly, the Company’s vendors, suppliers, advisory board members, or any other advisors or consultants of the Company without the prior written consent of the Company.

5.6 Records Review

As a condition to participating as a Sales Partner, you grant the Company the right to review any records related to your Sales Partner Account in order to investigate whether you have been operating your Sales Partner Account in compliance with these Policies and Procedures. The Company may request to review your Sales Partner Account records at any time and for any reason. You must comply with any request to review your Sales Partner Account records by promptly and completely making your true records available for review by the Company.

6. Independent Contractor

6.1 Sales Partners are Independent Contractors; Designation as Employer Prohibited

You are an independent contractor. You are not an agent, employee, officer, partner, member, or joint-venturer with the Company, and you may not represent yourself as such. You agree that as an independent contractor, you:

Are responsible for your own business decisions and must determine in your sole discretion, when you will work and the number of hours you will work;

will be paid Commissions based on sales and not the number of hours you work;

Are subject to entrepreneurial risk and responsible for all losses that you incur as a Sales Partner;

Must pay your own license fees and any insurance premiums, and if required, obtain a federal employment identification number;

Are responsible for all costs of your business including, but not limited to, travel, entertainment, office, clerical, legal, equipment, accounting, and general expenses without advances, reimbursement, or guarantee from the Company; and

Will not be treated as an employee for federal or state tax purposes. If you meet a certain Commissions threshold you will receive a Federal Internal Revenue Service form 1099 reflecting Commissions that the Company has paid you in a calendar year.

In addition, you may not identify the Company as your employer on loan applications, government forms, employment verification requests, applications for unemployment compensation or any other form or document.

6.2 Taxes

You must pay any self-employment taxes required by federal, state, and local laws, statutes, and regulations. You are responsible for the proper collection and payment of sales tax on retail sales if you claim an exemption from the Company’s pre-collected sales tax program. You will receive an IRS Form 1099 reflecting relevant tax information related to your Sales Partner Account.

6.3 No Authority to Act on Behalf of Company

You have no authority to act on behalf of the Company. This includes, but is not limited to, any attempt to:

register or reserve Company names, trademarks, trade names or Products;

register URLs using the Company names, trademarks or trade names;

register or secure approval for Products or business practices; or

establish business or governmental contacts of any kind on the Company’s behalf.

You must indemnify and hold harmless the Company for all costs and attorneys’ fees incurred by the Company for any remedial action needed to exonerate the Company in the event that you improperly act on behalf of the Company. You must immediately assign to the Company any registration of Company names, trademarks, trade names, Products, or URLs registered or reserved in violation of this Section without the Company’s reimbursement of any costs you incurred.

7. Ordering Products or Services

7.1 Ordering

You may order Products directly from the Company. After a Sales Partner establishes and funds their Sales Partner Account, there are no minimum order requirements; however, shipping and handling costs may vary depending on the amount of Products ordered.

7.2 Transfer of Title

Title to and risk of loss for any Products you order transfers to you when the Products are shipped.

7.3 Inventory and the 80% Rule

As a Sales Partner, you have no specific inventory requirements. You must use your own judgment in determining inventory needs based upon reasonably projected retail sales and personal use. You are prohibited from ordering more than a reasonable amount of inventory. By placing an order, you certify that you have sold or consumed at least eighty percent (80%) of your total inventory from previous orders.

7.4 Methods of Ordering

The Company does not accept orders on credit. Orders will not be shipped until they are paid in full. Payment must be made by credit card, direct debit, or such other method as may be accepted by the Company.  If any credit card or debit card payment is reversed, you must immediately make payment to the Company for the full amount of the reversed payment. If you fail to promptly make such payment you are in breach of the Contract. You may not use another individual’s credit card or debit card to order Products or the Company’s Business Support Materials and Services.

7.5 Issuing Credits

At the Company’s sole discretion, a Company credit may be issued in instances of overpayment, Product exchanges, or in other circumstances when an order cannot be completely filled. 

7.6 Pricing Changes

The Company maintains the right to change Product prices without prior notice.

7.7 No Product Refunds or Exchanges

Unless otherwise required by applicable law, the Company will not provide any refunds or exchanges for any Products or Business Support Material sold by the Company; provided, however, retail customers that purchase Vitalità Angels Products from Sales Partners may seek refunds from Sales Partners in accordance with the Refund Policy available at https://vitalita.shop/policies/refund-policy.

8. Retail Sales and Customer Returns

8.1 Retail Sales

Products purchased from the Company may only be sold to retail customers, used for Product demonstrations, or for your own personal use. You are authorized to resell Products you purchase from the Company to retail customers. You may establish your own retail prices for Products and may keep all of the profits you earn from retailing the Products to your retail customers.

8.2 No Wholesaling of Products

You may not sell or distribute Products to Persons who intend to resell the Products or who have resold Products in the past. You are prohibited from selling to Persons, either directly or indirectly, who ultimately (i) resell the Products through a retail store, (ii) resell the Products over the Internet, regardless of the form of Internet distribution channel, unless it has been approved by the Company in writing, or (ii) use any other method of distribution that violates the primary purpose of your direct selling business and that of the Company. You must take reasonable steps to ensure that Persons who purchase Products from you do not intend to violate this Section.

8.3 Retail Sales Receipts

You must provide Retail Sales Receipts to your customers and keep a copy of the Retail Sales Receipts for your own records. 

8.4 Customer Refunds, and Exchanges for Your Retail Customers

If your retail customer purchases a Product directly from you, and your retail customer returns the Product to you for a refund, then you are responsible for, and must provide the retail customer with, a refund without any reimbursement from the Company as specified further at https://vitalita.shop/policies/refund-policy.

If your retail customer purchases a Product directly from you, and your retail customer returns the Product to you for a Product exchange, then you are responsible for, and must provide the retail customer with, an exchange without any reimbursement from the Company as specified further at https://vitalita.shop/policies/refund-policy.

9. Sales Compensation Plan

9.1 Sales Compensation Plan

A complete copy of the Sales Compensation Plan has been provided to you. The Sales Compensation Plan is a part of the Contract, and you are bound to its terms. The Sales Compensation Plan may be changed by the Company at any time with 30 days’ notice. A current copy of the Sales Compensation Plan may be found in your Sales Partner Portal.  The Company, in its sole discretion, has the right to hold, maintain, or promote a Sales Partner to any level in the Sales Compensation Plan without regard to fulfillment of level requirements, or waive any other obligation or requirement of the Sales Compensation Plan. Unless otherwise agreed in writing by the Company, the Company may terminate any exception granted pursuant to this Section at any time and for any reason.

9.2 No Compensation for Sponsoring

You do not receive any compensation for sponsoring other Sales Partner. Your level of compensation will be based on your hard work, your sale of Products, and the sales of your Organization.

9.3 No Guaranteed Income

You are neither guaranteed a specific income nor assured any level of profit or success. Generating meaningful compensation as a Sales Partner requires considerable time, effort, and commitment to the business. You should operate your Sales Partner Account in a financially responsible and businesslike manner—you should not (i) incur debt to purchase Products or Business Support Materials and Services, (ii) quit you current employment until you are confident that you can afford to do so, and (iii) incur expenses that exceed the amount of your Commissions. This is not a “get rich quick” program. Your profit comes only through the successful sale of Products and the sales of other Sales Partners within your Organization. 

9.4 Manipulation of Sales Compensation Plan

It is important to the Company to maintain the integrity of the Sales Compensation Plan. You must abide by the terms and conditions of the Sales Compensation Plan, and you may not, in any form, use false identification numbers, false names, false Sales Partner Accounts, buy additional Product to maintain a level, warehouse Products, or use any other form of manipulation that violates the terms and conditions of the Sales Compensation Plan or its spirit and intent.

9.5 Commissions

In addition to the retail profits, you can earn from your resale of Products, you can also receive a Commission under the Sales Compensation Plan, subject to the following requirements:

You may not receive any Commissions if you are in violation of the Contract;

The requirements for receiving a Commission and the terms for determining the amount of the Commission may be changed by the Company at any time upon 30 days’ notice;

Commissions may be paid by wire transfer, check, or any other method chosen by the Company;

No interest accrues on Commissions when the payment of such has been delayed by the Company for any reason; and

The Company will pay no Commissions until the aggregate accrued monthly Commissions are equal to ten US dollars (USD$10.00). If your Sales Partner Account is terminated, any unpaid accrued Commissions under the ten-dollar (USD$10.00) minimum will be forfeited.

9.6 Timing for Commission Computation

An order for Products is included in the Commissions computations for a given period only if received by the Company on or before the last business day of that period. If the Company places Products on backorder, sales volume for those Products will only be included in the Commission computations in the period the Products are shipped.

9.7 Commission Recovery

In addition to any other recovery rights provided in these Policies and Procedures, the Company has the right to require you to repay any Commission paid to you: (i) on Products returned under the Company’s refund policy; (ii) on Products returned in relation to any incident of Sales Partner misconduct; or (iii) that were mistakenly paid by the Company. In the event you violate Section 9.5, in addition to any other remedies available to the Company, the Company shall have the right to adjust your Commission level and recalculate your Commissions for the period in which such activities occurred by disregarding the volume from Products that were returned, that were purchased in order to maintain Sales Partner levels, or any other activity that violate Section 9.5. You must repay any Commissions that were paid to you in excess of the adjusted Commission that is calculated by the Company as set forth above. If you are obligated to repay any Commissions to the Company, the Company will have the right to recover such amount by (i) requiring a direct payment of the amount from you, or (ii) withholding the amount from your present or future Commissions payments. Extension of the Company’s refund policy, whether required by applicable law, or instances in which Sales Partner misconduct, misrepresentation, or other extenuating circumstances necessitates a Company refund in excess of its stated refund policy, will be considered on a case-by-case basis. In the event the Company is required to make a refund that exceeds the terms of its refund policy, the Company may recoup Commissions paid to you on those Products as well.

9.8 Payment Corrections

It is your duty to make sure that the Commissions paid to you are correct. If you discover an error in your payment you must notify the Company within ninety (90) days after the receipt of your Commission. If you fail to notify the Company of any errors or disputes with respect to a Commissions payment within this ninety (90) day period, you will be deemed to have accepted the payment as full and complete payment of any Commissions earned during such Commissions period and you will have no further right to dispute the Commissions payment or seek payment of any additional Commissions.

10. Product Liability Claims and Indemnification

10.1 Indemnification      

In the event of a product liability claim brought against you by a third party for a defective Product or for injury from use of a Product, the Company will indemnify and defend you from such claims, subject to the limitations herein.

10.2 Requirements for Indemnification

In order to be indemnified, you must notify the Company of the claim in writing within ten (10) days of your receiving notice of the claim. The Company has no obligation to indemnify you if you have (a) violated the Contract; (b) repackaged, altered or misused the Product, or made claims or given instructions about the Product’s safety, uses or benefits which are not included in the Company’s current approved literature, warnings, or Product labels; or (c) settled or attempted to settle a claim without the Company’s written approval. In addition, indemnification is conditioned upon you allowing the Company to assume the sole defense of the claim.

10.3 Indemnification By You

You agree to indemnify the Company from any claim by a third party that arises directly or indirectly because you have (a) violated the Contract; or (b) repackaged, altered or misused the Product, or made claims or given instructions about the Product’s safety, uses or benefits which are not included in the Company’s current approved literature, warnings, or Product labels.

11. Sales Tax

11.1 Company Collection of State Sales Tax

The Company provides the service of collecting state sales tax at the time of your purchase and remitting it to your state. The amount of sales tax is based upon the suggested retail price of a Product, calculated at your local tax rate. You can recover the prepaid sales tax when you make a retail sale.

11.2 Exemption from Company Collection of State Sales Tax

If allowed by law in your home state and approved by the Company, you may collect, document, report, and pay your own sales tax to your state. You may do so by obtaining a Resale Tax Number from your state department of revenue or tax and sending the Company a proper sales tax exemption form. The Company cannot exempt any of your orders from pre-collected state sales tax until all proper documentation is on file with the Company.

12. Business Support and Company Intellectual Property

12.1 Use of Business Support Materials

You may only use Business Support Materials that have been produced and distributed by the Company for the promotion of the business, the Products, and the Sales Compensation Plan, and you may not prepare or use your own Business Support Materials.

12.2 Use of Company Intellectual Property

The Company’s trademarks and copyrights are valuable assets of the Company, and the Company strictly regulates the use of these trademarks and copyrights to ensure that they do not lose their value to the Company or its Sales Partners. You may not use the Company’s trademarks, copyrights, and other intellectual property rights, registered or otherwise, in any form except as specifically authorized by these Policies and Procedures or as otherwise approved in writing by the Company. The Company may prohibit the use of the Company’s trademarks or copyrights in any Business Support Materials or other medium. You are liable to the Company for any damages arising out of your misuse of the Company’s trade names, trademarks, copyrights, and other intellectual property rights, in any form except as specifically authorized by these Policies and Procedures or as otherwise approved in writing by the Company.

12.3 Third Party Claims

In order to protect the Company, its assets, and its reputation from claims or disputes created by outside (non-Sales Partner) third parties, the Company requires the following: if any Sales Partner is charged with any infringement of any proprietary right of any outside third party (who is not a Sales Partner) arising from any of the Company’s proprietary assets, or if the Sales Partner becomes the subject of any claim or suit related to that Sales Partner’s business-related conduct or any other action that directly or indirectly negatively affects or puts the Company, its reputation, or any of its tangible or intangible assets at risk, the affected Sales Partner will immediately notify the Company. The Company may, at its own expense and upon reasonable notice, take whatever action it deems necessary (including, but not limited to, controlling any litigation or settlement discussion related thereto) to protect itself, its reputation, and its tangible and intangible property. The Sales Partner will take no action related to that claim and suit, unless the Company consents, which consent will not unreasonably be withheld.

13. Product Claims

13.1 General Limitation

You may only make the specific Product related claims and representations published in the Company’s Business Support Materials, and Company literature, and that have been approved by the Company for use in Business Support Materials.

13.2 Modifications to Product Packaging

You may not modify any packaging, labels, literature, or instructions for use for any Product. You may not give instructions to use a Product in any way not described in the Company’s current approved literature. Any such modifications or instructions by you may result in your personal liability.

14. Income Claims

14.1 No Misleading Income Claims

It is important that all Sales Partners are fully informed and have realistic expectations concerning the income opportunity associated with being a Sales Partner. To help make sure all Sales Partners have realistic expectations, you must comply with the provisions of this Section in all aspects of your business activities. Most importantly, you may not make any claims, specific or implied, regarding the income opportunity that are false or misleading, including income guarantees of any kind. You may not exhibit actual or copies of Commission payments.

14.2 Requirements for Lifestyle and Income Claims

You may only make lifestyle claims (e.g., my Vitalità Angels business allowed me to buy a boat, quit my job, purchase a new home, etc.) or claims regarding the level of Commissions or income associated with your Vitalità Angels business if the following conditions are met:

The information must be accurate and not misleading;

The information must be based on your experience and actual compensation level, or the experience and income level of your immediate upline or Sales Partners in your Organization, or be consistent with information in Business Support Materials;

The compensation claim must be stated in a monthly or annual amount and the actual percentage of Sales Partners earning that amount;

You must simultaneously disclose in immediate proximity to the compensation claim, the most recent Sales Partner compensation summary;

You may not make any claim regarding the amount of time required to reach specific compensation levels without prior written approval from the Company;

If you make claims regarding “income” or “profit” rather than “commissions” or “compensation” you must either net out the expenses you incurred in generating such income or disclose the amount of expenses that you incurred in generating such income; and

If you make claims regarding Commission levels you must note that such amounts are gross amounts before the deduction of expenses associated with doing the business.

15. Mass Media; General Advertising

15.1 Distributing Promotional Materials; Promotions Utilizing Media Prohibited

All promotional materials, including, but not limited to, flyers and business cards, may be distributed through personal contact only. Promotional material may not be posted in public places, mass mailed or faxed, placed on parked cars, put in mailboxes, or disseminated by any other non-personal contact means. You may not use any form of media or other mass communication advertising to promote the Products, including mass communication advertising on the Internet. This includes news stories or promotional pieces on TV shows, newscasts, entertainment shows, internet ads, etc. Products may be promoted only by personal contact or by literature produced and distributed by the Company or by Sales Partners in accordance with these Policies and Procedures. You may place generic opportunity advertisements in jurisdictions allowing that type of advertisement, but only in accordance with the Policies and Procedures of the Company.

15.2 Media Interviews

You may not promote the Products or opportunity through interviews with the media, articles in publications, news reports, or any other public information, trade, or industry information source, unless specifically authorized, in writing, by the Company. This includes private, paid membership, or “closed group” publications. You may not speak to the media on the Company’s behalf and may not represent that you have been authorized by the Company to speak on its behalf. All media contacts or inquiries should be immediately referred to the Company.

16. Retail Store, Trade Show, and Service Establishment Policies

16.1 Retail Stores

You may not sell Products and/or promote the Company’s business opportunity through retail stores. You are also prohibited from selling to any Person who will ultimately sell the Products through retail stores. You may, with the prior consent of a retail establishment, place Company-produced Advertising Material and/ or Personalized Advertising Material within the establishment. However, all Advertising Material must be contained within one Company-produced brochure holder. Furthermore, the brochure holder and Advertising Material must not be visible to the general public in a manner as to attract the general public into the retail establishment.

16.2 Trade Show Booths

In general, you may not sell any Products of the Company or promote the Company’s opportunity at flea markets, swap meets, bazaars, supermarkets, exercise clubs, athletic leagues and games, malls or any other similar gatherings where the opportunity or Products may be displayed. However, upon the prior written approval of the Company, a Sales Partner may rent a booth or set up an exhibit at a Company approved trade show or convention (“Convention”). If you are a Sales Partner who wants to set up a booth or exhibit at a Convention you must comply with the following requirements:

The Convention theme must be directly related to the Company business;

At least four weeks prior to the Convention, you must submit to the Company a proposal regarding the Convention and obtain prior written approval from the Company;

You may only use Company-produced Advertising Materials. The purchase of a Company-produced independent Sales Partner banner, to display in the booth, is required;

You may not reference the Company in any form of Advertising Material that implies that the Company is participating in the Convention. Instead, any Company-approved advertisement or promotional material must make specific reference to you as an independent Sales Partner of the Company, including any maps or listings prepared by the sponsor of the Convention;

You may not use the Convention to promote any product, service, or business opportunity other than the Company’s business opportunity and Products;

During the Convention you must personally comply with the Policies and Procedures and you are responsible for (i) the actions of every individual who works in the booth at the Convention, (ii) all material distributed at the Convention, and (iii) all other aspects of participation in the Convention; and

In addition to the other remedies provided in the Policies and Procedures, the Company reserves the right to deny future Convention participation for any policy violation at a Convention.

16.3 Service Establishments

If you own or are employed by a service-related establishment, you may provide the Company’s Products to customers through this establishment as long as you are providing proper pre-screening and ongoing support to your customers as called for by the Contract.  Sales Partners may only sell Products through a service-related establishment that provide services related to the Products.  In any event, no Product banners, or other Advertising Material may be displayed visibly to the general public in a manner as to attract the general public into the establishment to purchase Products. A “service-related establishment” is one whose revenue is earned primarily by providing personal service rather than by selling products and whose use by customers is controlled by membership or appointment. The Company reserves the right, in its sole discretion, to make a final determination as to whether an establishment is service-related or is a proper place for the sale of the Products.

17. Internet

17.1 Use of the Internet in Sales Partner Business

You may use the Internet to promote the Company, including its Products, only if such use is specifically authorized by Sections 17.2 or 17.3 of these Policies and Procedures and is in compliance with all of the provisions of these Policies and Procedures, as well as the written guidelines for internet use established by the Company. All other uses of the Internet to promote the Company or its Products or its Sales Compensation Plan are prohibited.

17.2 Permitted Internet Activities

All Sales Partners may utilize the Internet as follows:

You are allowed to utilize Company-produced Sales Partner websites.

You may use generic (i) business opportunity websites, (ii) splash pages, or (iii) social media with links to Company websites. These generic pages may not contain the Company’s trademarks or other copyrighted material and may not contain information on the Company, its Products or its business, or pictures of Products or corporate facilities/personnel. They also must not contain any false or misleading information.

You may use the Internet, including social networking sites, blogs, social media and applications, and other sites that have content that is based on user participation and user generated content, forums, message boards, blogs, wikis and podcasts (e.g., Facebook, Twitter, Flickr etc.) to (1) communicate preliminary information about the Company or your involvement with the Company, (2) direct users to a Company marketing website and post Company-produced Business Support Materials that have been approved by the Company for posting on personal blogs or social networking sites; provided, however, that such communication and use must be (i) incidental to the primary use of such forum, site, blog, board, wiki or podcast or other form of Internet use, and (ii) may not be an Internet Marketing Site. The Company has the right to make the determination, in its sole discretion, whether your use of the Internet is permitted under this section or whether such use is a prohibited Internet Marketing Site. Additionally, you must comply with Company-published guidelines governing use of the Internet. These guidelines may change from time to time, and it is your responsibility to know the current guidelines and comply with them. In case of a violation, in addition to taking disciplinary action against you in accordance with these Policies and Procedures, the Company may require you to immediately remove any information or marketing site that is in violation of Company policies.

Examples of Permitted Uses

If you maintain a personal Facebook page where you post a variety of information, you could post information that that you are a Vitalità Angels Sales Partner, information about Vitalità Angels events you have participated in, and preliminary information about Vitalità Angels, and direct readers to a Company Internet Marketing Site for more information.

If you maintain a personal blog or social network site, you may blog in a particular post that you are a Sales Partner of Vitalità Angels products, and that others can sign up as Sales Partners, and to contact you if they are interested in discussing the business with you.

Examples of Non-Permitted Uses

A Facebook page that is primarily devoted to Vitalità Angels, that includes posted marketing materials such as videos or photos, or if it is fan page or similar page that utilizes the Company’s trademarks, would be considered an Internet Marketing Site, and would be a violation of policy.

A blog or social network site that is primarily about the Products or opportunity, i.e., that is the focus of your postings and discussions, that is titled with a Vitalità Angels trademark or slogan, or utilizes marketing content, would be an Internet Marketing Site, and would be a violation of policy.

The foregoing examples are provided for illustration purposes only and are not intended as an exhaustive list of permitted or non-permitted uses of the Internet or the conditions or factors the Company will consider in determining whether any particular use of the internet is an Internet Marketing Site.

17.3 Additional Restrictions on Internet Use

All Sales Partner websites, and any other form of internet use allowed by these Policies and Procedures, including internet video and audio, social media, and other sites that have content based on user participation and user generated content must comply with the following rules:

You may not use or distribute replicating websites except Company-produced replicating websites;

You may not include any Company or third party intellectual property or proprietary information in the unique domain names/URL or meta-tags of your websites, on or in any other form of Internet use, including but not limited to, tags, links, blog names, social net- working sites, social media and applications, and other sites that have content based on user participation and user generated content, forums, message boards, blogs, wikis and podcasts (e.g., Facebook, YouTube, Twitter, Wikipedia, Flickr), or as “wallpaper;”

You may not register your website(s) with search engines or web directories using any Company or third-party owned intellectual property or any proprietary information (e.g., trademarks, trade names, trade secrets, and copyrighted material) without written permission from the owner;

You may not use sponsored links or pay for placement advertising with internet search engines and web directories;

You may promote your websites or pages through one-on-one personal contact only; and

You may provide links to your website or pages only from other websites that have been registered with the Company.

17.4 Internet Video and Audio

Unless you have received prior written authorization from the Company, you are prohibited from posting any video or audio content created by, produced by, belonging to, or relating to the Company, its Products, Sales Compensation Plan or Sales Partners. This prohibition includes, but is not limited to, video or audio recordings of Company personnel or Company or Sales Partner sponsored events, meetings, training, or sales presentations. 

17.5 Internet Selling; Spam

You may sell Company Products on the Internet, in accordance with the Company’s published policies, including, but not limited to, any social selling guidelines provided by the Company, to support person to person sharing and selling. You must follow the current policies/guidelines published by the Company when engaging in internet selling.  You must comply with all laws regarding the sending of email messages, including the CAN-SPAM Act of 2003, and it is your duty to become and remain informed about the requirements of these laws. You are prohibited from sending unsolicited email regarding your website or Sales Partner Account to individuals who have not specifically requested information regarding the Company’s business opportunity or Products. In the event an individual who has formerly agreed to receive email information concerning the business opportunity and/or Products later requests that you cease sending the individual email, you must honor this request immediately.

18. Lead Generation Services; No Speaking Fees

18.1 Lead Generation Services

Before you sell, purchase, or use any lead in the promotion of the business, you must verify that the lead has been properly obtained and is legal for use in the area where you are contacting the identified lead. This includes but is not limited to ensuring the lead’s compliance with “Do Not Call” lists in the country, region, or state where the lead’s address is located. Any violation of laws related to leads is the sole responsibility of the persons providing and contacting the leads. The person committing the violation must indemnify the Company for any costs or damages arising from regulatory or personal challenges to the use of the lead.

18.2 No Speaking Fees; Meetings

You may not charge a fee to speak at any Sales Partner meeting. However, you may be reimbursed for your reasonable out-of-pocket expenses (e.g., travel, hotel, meals) that you incur in attending and speaking at a meeting. In the event you are putting on a meeting or other function, you may charge a fee to Sales Partners attending the meeting or other function, but such fee must not be more than is necessary to cover the costs of such meeting or other function.

19. Becoming a Sponsor

19.1 Requirements

You may only act as a Sponsor if you meet all the requirements and accept all the responsibilities described in the Contract.

19.2 The Placement of New Sales Partners

You may refer Persons to become Sales Partners of the Company by having them submit a Sales Partner Agreement to the Company. Upon acceptance by the Company of the Sales Partner Agreement, applicants are placed directly below the Sponsor listed on the Sales Partner Agreement. Although a newly sponsored Sales Partner may be referred to as part your Organization, this does not create in you any form of ownership interest in that Sales Partner Account or with respect to any information regarding that Sales Partner Account. All Sales Partners are part of the Network, and the Network and any information regarding the Network are an asset that is owned solely by the Company and not the Sponsor.

19.3 Distribution of Company Leads

When the Company receives inquiries from individuals concerning the Company’s Products or business opportunity, the Company refers these individuals to Sales Partners according to its discretion.

20. Responsibilities of a Sponsor

20.1 Training Your Organization

You must supervise, train, support, and have on-going communication with (i) any Sales Partner that you sponsor, and (ii) your Organization in a manner consistent with the terms of the Contract. Your responsibilities include, but are not limited to:

Provide regular retail sales and organizational training, guidance, and encouragement to your Organization;

Exercise your best efforts to make sure that all Sales Partners in your Organization properly understand and comply with the terms and conditions of the Contract and applicable national and local laws, ordinances, and regulations;

Intervene in any disputes arising between a customer and any of your Organization and attempt to resolve the disputes promptly and amicably;

Maintain contact with your Organization and be available to answer questions;

Provide training to ensure that the Product sales and opportunity meetings conducted by your Organization are conducted in accordance with the Contract, current Company literature, and in accordance with any applicable laws, ordinances, and regulations;

Monitor the activities of those you personally sponsor and those in your Organization and work in good faith with the Company to prevent the violation of these Policies and Procedures and manipulation of the Sales Compensation Plan;

Supervise and assist your Organization’s efforts to sell the Company’s Products to retail customers; and

Cooperate with the Company regarding investigations of your Organization, and, upon request from the Company, provide all relevant information pertaining to any investigation.

20.2 Line Switching

You may not encourage, entice, or otherwise assist another Sales Partner to transfer to a different Sponsor. To do so constitutes an unwarranted and unreasonable interference with the contractual relationship between the Company and its Sales Partners. This prohibition includes, but is not limited to, offering financial or other tangible incentives for another Sales Partner to terminate an existing Sales Partner Account and then re-sign under a different Sponsor. You agree that a violation of this rule inflicts irreparable harm on the Company and agree that injunctive relief is an appropriate remedy to prevent that harm. The Company may also impose penalties on any Sales Partner Account that solicits or entices an existing Sales Partner to change lines of sponsorship.

20.3 Correct Information; Organization Communications with the Company

You may not encourage or assist any Sales Partner or prospective Sales Partner to provide false or inaccurate information in their Sales Partner Agreement or any other Company form. You may not discourage, attempt to prevent, or prevent, for any reason, any Sales Partner from directly contacting the Company, or the Company from directly contacting any Sales Partner. It is your duty to facilitate communication between any Sales Partner on your Organization and the Company at the request of a Sales Partner in your Organization or at the request of the Company.

21. Restrictive Covenants

21.1 Ownership of Network

You acknowledge and agree that: (i) the Network is protected as a valuable, proprietary, trade secret asset that is owned by the Company; (ii) the Network has been developed for the exclusive benefit of the Company and Sales Partners as they promote authorized business activities and Products of the Company through the Network; (iii) the protection of the Network is fundamental to the ongoing success of both the Company and its Sales Partners; and (iv) a violation of your obligations under this Contract inflicts irreparable harm to the Network, to the Company and to fellow Sales Partners. Based on the foregoing, you agree that the breach of your obligations under these Policies and Procedures would constitute an unwarranted and unreasonable interference with the contractual relationship between the Company, its Sales Partners and customers, and damage the competitive business interest and integrity of the Company and Network.

21.2 Non-Solicitation

Sale of Third-Party Products and Services. You may not, in any manner, directly or indirectly, promote, market, or sell the products or services of another Business Entity or Individual to the Network unless you have a pre-existing business relationship with that Sales Partner prior to one of you becoming a Sales Partner. For example, if you own a nail salon, and as a Sales Partner you sponsor one of your customers, who then becomes a Sales Partner, then you may continue selling your customer your services and nail products from your salon. Notwithstanding the foregoing, you may not offer third-party products, services, or opportunities in conjunction with the sale of Products, or package third-party products, services or opportunities with Products, or offer or promote third-party products, services or opportunities at Company or Sales Partner meetings, calls or any other Company-related functions without the prior written consent of the Company.

Recruit to another Direct Sales Company. You may not, in any manner, directly or indirectly, recruit, solicit, or sponsor any Sales Partner or customer, to (i) form a relationship with, (ii) promote, sell or purchase the products or services of, (iii) participate as a salesperson of, (iv) or otherwise associate with, a Direct Sales Company, or encourage any Sales Partner or customer to do so or to terminate their relationship with the Company.

Survival of Obligations; Injunctive Relief. Your obligations under this Section survive for a period of two years from the date of your resignation, termination, transfer, or other change in ownership status of your Sales Partner Account.  In addition to other compensatory damage awards to the Company, temporary and permanent injunctive relief is an appropriate remedy to prevent further damage to the Network and the Company.

21.3 Exclusivity

Within five (5) business days of the first engagement in any Business Development Activity for any other Direct Sales Company, you agree to notify the Company that you, your spouse, your Co-habitant, or any Person with a Beneficial Interest in your Sales Partner Account, is engaged in such Business Development Activity. Failure to notify the Company of your engagement in any Business Development Activity for any other Direct Sales Company will be considered a violation of these Policies and Procedures and may result in other action being taken by the Company, including termination of your Sales Partner Account.

21.4 Confidential Information

As a result of your position as a Sales Partner, you have access to Confidential Information that you acknowledge to be proprietary, highly sensitive and valuable to the Company’s business, which information is available to you solely and exclusively for purposes of furthering the sale of Company Products and prospecting, training, and sponsoring third parties who wish to become Sales Partners, and to further build and promote your business. You and the Company agree and acknowledge that, but for your agreement of confidentiality and nondisclosure, the Company would not make Confidential Information available to you. During any term of the Sales Partner Agreement, and for a period of four (4) years after the termination or expiration of the Sales Partner Agreement, you will not, for any reason, on your own behalf, or on behalf of any other Person:

Disclose any Confidential Information related to or contained in the Network to any third party directly or indirectly;

Disclose, directly or indirectly, the password or other access code to the Network;

Use the Confidential Information to compete with the Company, or for any purpose other than promoting the Company;

Solicit any Sales Partner or customer of the Company or of the Network, or in any manner attempt to influence or induce any Sales Partner or customer of the Company, to alter their business relationship with the Company;

Use or disclose to any Person any Confidential Information related to or contained in the Network that was obtained while your Sales Partner Agreement was in effect; or

Recruit or attempt to recruit an existing Sales Partner for another Direct Sales Company.

Upon non-renewal, resignation, or termination of your Sales Partner Account, you will promptly destroy or return to the Company all Confidential Information. The obligations of this Section will survive the termination or expiration of the Sales Partner Agreement.

Notwithstanding the foregoing, you may record any Company-sponsored event, or any speech or other presentation made by an employee or other representative of the Company at any meeting, event or otherwise if it is only for your own private use, and is not posted, distributed, copied or broadcast in any format or media, and is not shown to any other Sales Partner, prospective Sales Partner or customers regardless of the setting. Except for recordings for private use as described in this Section, you may not record any Company-sponsored event, record any speech or other presentation made by an employee or other representative of the Company at any meeting, event, or otherwise without the prior written consent of the Company.

21.5 Confidentiality of Sales Partner Account Information

As a result of your position as a Sales Partner, you may, at the sole discretion of the Company, be provided access to information about other Sales Partner Accounts and their Organizations for the sole purpose of allowing you to provide business support to these Sales Partner Accounts and their Organizations. This information is highly confidential, and you may not disclose information about a Sales Partner Account and their Organization to other Sales Partner or to any other party. By accessing such information, you expressly agree to these restrictions and acknowledge that, but for your agreement of confidentiality and nondisclosure, the Company would not make such information about other Sales Partner Accounts and their Organizations available to you.

21.6 Non-Disparagement

In consideration of the Company’s recognition, Commissions, and other compensation that you receive as a Sales Partner, you will not disparage the Company, or any other company or person, including but not limited to other Sales Partners, the Company’s Products, the Sales Compensation Plan, the Policies and Procedures, or Company employees. Disparagement may result in termination of your Sales Partner Account.

21.7 Remedies

You acknowledge that the Company would suffer irreparable harm as a result of any unauthorized disclosure or use of Confidential Information, including the Network, or recruiting current Sales Partners for another Direct Sales Company in violation of these Policies and Procedures, and that monetary damages are insufficient to compensate the Company for such harm. Therefore, if you are in breach of any of the requirements of these Policies and Procedures, the Company is entitled to an injunction or temporary restraining order without prior notice to you, restraining any unauthorized disclosure or use of Confidential Information, which relief may be in addition to any other available legal remedy, including damages. In any such action, if the Company prevails, you agree that you will reimburse the Company for its costs and reasonable attorneys’ fees incurred in connection with taking the necessary legal action. As to the Company, you waive all bonding requirements otherwise applicable to a temporary restraining order and/or Injunction.

21.8 Enforceability

In the event that any provision of this Section 21 should ever be deemed or adjudged by a court of competent jurisdiction or an arbitrator with proper jurisdiction, to exceed the limitations permitted by applicable law, then the remaining provisions will nevertheless be valid and enforceable to the maximum extent allowable as determined by such court or arbitrator, and such provisions will be reformed to the maximum allowable limitations as determined by such court or arbitrator. The remainder of the prohibitions and protections in this Section 21 will remain in full force and effect.

22. Enforcement of Contract

22.1 The Contract

You agree that the relationship between you and the Company is based entirely on the written Contract. The Contract may be amended by the Company as provided in these Policies and Procedures. You may not amend the Contract unless the amendment is in writing and signed by you and the Company. Neither you nor the Company may claim that the Contract (i) has been altered or amended by any practice or course of dealing or course of action, (ii) has been modified or amended verbally by an officer or employee of the Company, or (iii) that there is a quasi-contract or an implied in fact contract between you and the Company.

22.2 Acts of Participants in a Sales Partner Account

The acts of any Participant, spouse, partner, or agent of a Sales Partner will be considered to be the acts of the Sales Partner Account and subject to the terms and conditions of the Contract.

22.3 Procedures for Investigation and Termination

Reports of Alleged Violations

All reports of violations must be in writing and sent to the attention of the Company by an individual who has personal knowledge of the alleged violation. The Company may also investigate an alleged violation of which it becomes aware of through its own independent resources or internal investigations. The Company may take action on its internal investigations at any time and is not bound by the time limits set forth in Section 22.3.2.

Time Limit for Reports of Violations

IN ORDER TO PREVENT STALE CLAIMS FROM DISRUPTING THE BUSINESS ACTIVITIES OF SALES PARTNER ACCOUNTS AND THE COMPANY, THE COMPANY WILL NOT TAKE ACTION ON ANY ALLEGED VIOLATION OF THE TERMS AND CONDITIONS OF THE CONTRACT NOT SUBMITTED IN WRITING TO THE COMPANY WITHIN ONE YEAR OF THE FIRST OCCURRENCE OF THE ALLEGED VIOLATION. ALLEGED VIOLATIONS WILL BE REFERRED TO AS “DISPUTES,” WHICH IS FURTHER DEFINED IN THE GLOSSARY OF DEFINED TERMS IN ADDENDUM A.

Balance of Rights of Privacy

The Company’s investigative procedures and Dispute resolution process is intended to balance your rights of privacy and the rights of other Sales Partners and the rights of the Company. Therefore, until the Dispute has been submitted to arbitration, all information and evidence received by the Company will be released only to you and other Sales Partners involved in the Dispute as the Company deems necessary. Before releasing any information, the Company will consider (i) the complexity of the Dispute; (ii) the duty to balance privacy rights and disclosure obligations. If the Dispute is referred to arbitration, all information and evidence will be made available in accordance with the rules and procedures for arbitration of Disputes.

Procedure

Your rights under the Contract depend on you meeting all of your obligations under the Contract. If the Company determines that you have breached the terms of the Contract, then based on the nature of the Dispute, the Company, in its sole discretion, may proceed as follows: (i) immediately terminate your Sales Partner Account or take any other appropriate action; (ii) proceed directly to arbitration, or (iii) process the alleged Dispute according to the following procedures:

You will receive written notice from the Company that you are or may be in violation of the Contract.

You will have 10 business days from the date of the written notice during which you may present in writing all the information that you consider relevant to the alleged Dispute. You may provide information about individuals that have relevant information, together with their names and addresses, other appropriate contact information, and copies of all relevant documents. If you fail to respond to the written notice or fail to provide all relevant facts and information, the Company may take action that it deems appropriate. The Company has the right to prohibit the activities of your Sales Partner Account (placing Product orders, sponsoring, receiving Commissions, etc.) from the time the written notice is sent you until a final decision issued.

The Company will review any information submitted by you within the 10-day period or by collateral sources and any information that the Company has independently discovered. The Company will make a final decision regarding the Dispute and the action that the Company will take, if any, and will send you a copy of the decision. The Company may, at its sole option, send a copy of the decision of to other interested parties.

Company Actions for Breach of Contract

If the Company determines that a breach of the Contract has occurred, the Company may, in its sole discretion, terminate your Contract. In addition to, or in lieu of terminating your Contract, the Company may take any other action it deems appropriate, including any or all of the following:

Notify you in writing of the Company’s concerns and of the Company’s intent to discontinue your rights under the Contract if your non-performance continues;

Suspend your rights under the Contract;

Monitor your future performance over a specified period of time;

Identify specific actions you must take to correct your non-performance and require you to provide the Company with a written description of what you intend to do to meet your Contractual obligations;

Stop performing the Company’s obligations under the Contract and suspend your privileges under the Contract, including, without limitation, terminating or suspending your right to receive awards, terminating your right to be recognized at corporate events or in corporate media (publications, videos, etc.), terminating your right to participate in Company sponsored events or Sales Partner sponsored events, terminating your right to place orders for Company Products, terminating your right to receive promotions within the Sales Compensation Plan; reducing your title and terminating your right to receive Commissions on volumes on one or more levels of your Organization;

Reduce the payment of all or any part of your Commissions you have earned from sales made by you or all or any part of your Organization;

Reassign all or part of your Organization to a different Sponsor;

Recover from your Sales Partner Account any damages caused by the breach;

Take any action that the Company deems appropriate to protect the Company and its Network; and

Seek injunctive relief or any other remedies available by law.

Immediate Action

If the Company determines, in its sole discretion, that a Dispute requires immediate action, or the Company has previously notified you that it will take immediate action for violations or actions similar to those described in such notice, then the Company may take any immediate action or remedy that it deems appropriate, including termination of your Sales Partner Account, or your right to receive any Commissions. The Company will provide you with written notice of its action. 

Remedies

The Company reserves the right, at its sole discretion, to exercise any remedy available to it. Any failure or delay by the Company in exercising such remedies will not operate as a waiver of such remedies.

Termination of Your Contract

Subject to the conditions of this Section 22, (i) you may terminate your Sales Partner Account at any time by providing the Company with a signed written notice of termination; (ii) the Company may terminate your Sales Partner Account as provided in this Section 22; and (iii) the Company may terminate your Sales Partner Account without notice if you have not engaged in any Business Activity on your account for a period of 12 or more consecutive months.

If you terminate your Sales Partner Account, then termination becomes effective on whichever is later: (i) the date the Company receives your written notice of termination, or (ii) the date specified in your written notice.

Termination of your Sales Partner Account results in the loss of all rights and benefits as a Sales Partner, including the permanent loss of your Organization. After your Sales Partner Account has been terminated, whether by you or the Company, you may apply to be-come a Sales Partner again by submitting to the Company a new Sales Partner Agreement. The requirement that you must submit a new Sales Partner Agreement is mandatory regardless of whether you are applying to be a Sales Partner under your former Sponsor or a new Sponsor.

Upon termination of a Sales Partner Account for whatever reason, if there is any pending investigation of, and/or unresolved legal issue related to the Sales Partner Account, which includes any alleged breach or actual breach of the Contract, then the Organization may not roll up until all pending investigations and/or legal issues have been resolved by the Company and all penalties have been fully satisfied.

The obligations of the Contract described in Section 21 will survive the cancellation, termination, or expiration of the Contract. Any other provisions, or parts thereof, which, by their nature, should survive cancellation, termination, or expiration will also survive.

23. Arbitration

23.1 What Is Mandatory Arbitration?

To expedite the resolution of all Disputes, the Company has instituted a mandatory arbitration procedure. Arbitration is the referral of a Dispute to an impartial third party selected by you, the Company and any other Sales Partners involved in the Dispute. An arbitrator acts as a judge, listens to the parties’ evidence, and renders a binding decision. The arbitrator’s decision is a judgment that is enforceable in a court of law. The object of arbitration is the final disposition of differences of the parties in a faster, less expensive, and perhaps less formal manner than is available in ordinary court proceedings.

23.2 Arbitration Is Mandatory and Binding as to All Disputes

YOU AND THE COMPANY AGREE THAT MANDATORY AND BINDING ARBITRATION IS THE SOLE MEANS TO RESOLVE ANY AND ALL DISPUTES. YOU WAIVE ALL RIGHTS TO JURY OR COURT TRIALS TO RESOLVE A DISPUTE. THE ARBITRATION IS FINAL AND THE DECISION CANNOT BE APPEALED. CALIFORNIA WILL BE THE EXCLUSIVE VENUE FOR ARBITRATION OF ALL DISPUTES.

23.3 Definition of a Dispute

A “Dispute” means “ANY AND ALL PAST, PRESENT OR FUTURE CLAIMS, DISPUTES, CAUSES OF ACTION OR COMPLAINTS, WHETHER BASED IN CONTRACT, TORT, STATUTE, LAW, PRODUCT LIABILITY, EQUITY, OR ANY OTHER CAUSE OF ACTION, (I) ARISING UNDER OR RELATED TO THIS CONTRACT, (II) BETWEEN YOU AND OTHER SALES PARTNERS ARISING OUT OF OR RELATED TO A SALES PARTNER ACCOUNT, OR YOUR BUSINESS RELATIONSHIPS AS INDEPENDENT CONTRACTORS OF THE COMPANY, (III) BETWEEN YOU AND THE COMPANY, (IV) RELATED TO THE COMPANY OR ITS PAST OR PRESENT AFFILIATED ENTITIES, THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, INVESTORS, OR VENDORS, (V) RELATED TO THE PRODUCTS, (VI) REGARDING THE COMPANY’S RESOLUTION OF ANY OTHER MATTER THAT IMPACTS YOUR SALES PARTNER ACCOUNT, OR THAT ARISES OUT OF OR IS RELATED TO THE COMPANY’S BUSINESS, INCLUDING YOUR DISAGREEMENT WITH THE COMPANY’S DISCIPLINARY ACTIONS OR INTERPRETATION OF THE CONTRACT.”

23.4 Request for Arbitration

For easy reference, all parties that will participate in the arbitration, including the Company, may be referred to as “Participants” in this Section 23. Within 60 days from the date of the Company’s decision, any Participant, who is not satisfied with the Company’s decision, will notify, in writing, all the other Participants in the Company proceeding that the Participant requests that the Dispute be referred to arbitration before a neutral third party arbitrator (“Petition for Arbitration”). Failure to submit a timely Petition for Arbitration will constitute acceptance of the Company’s decision and the Participant agrees to abide by the terms of the decision. Within a reasonable time after receipt of the Petition for Arbitration, the Company, through its outside counsel, will contact all the Participants regarding an arbitration date and provide a list of potential arbitrators.

23.5 Arbitration Procedure

Rules of Arbitration; Location

The arbitration will be conducted by a professional arbitrator that has been agreed to by the Participants. The arbitration will be conducted in accordance with the California Arbitration Act. The arbitration will be held Santa Clara County, California in the offices of Company’s outside counsel.

Discovery

The arbitrator will have the discretion to order a pre-arbitration exchange of information by the Participants, including but not limited to, production of requested documents, exchange of summaries of testimony of proposed witnesses, and the depositions of witnesses and the Participants. Additionally, subject to the approval of the selected arbitrator, the Participants may submit a pre-arbitration brief outlining the legal causes of action and factual background.

Date of Arbitration

Unless all the Participants agree to extend the date of the arbitration, the arbitration will take place no later than six months after the date of the Petition for Arbitration.

Language

The arbitration will be conducted in the English language, but at the request and expense of the requesting Participant, documents and testimonies will be translated into the requesting Participant’s language.

No Class Actions

No Dispute will be adjudicated, in arbitration or any other judicial proceeding, as a class action.

Permitted Attendees

Each Participant in the arbitration is limited to the attendance of the Participant, those individuals appearing on the Participant’s Sales Partner Agreement, and no more than two attorneys per Participant.

Fees and Expenses of Arbitrator

All fees and expenses of the arbitrator will be borne equally by the Participants in the arbitration.

Awards

The arbitration will be final and binding. It will be a full resolution of all claims and disputes between the Participants in the arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court within the State of California. All upline Sales Partners and Organizations of the Participants will be bound by the final arbitration award.

Any award by the arbitrator will be in writing and based on the application of the strict rules of law to the facts before the arbitrator. The arbitrator is authorized to award a Participant any sums that are deemed proper for the time, expense, and trouble of arbitration including arbitration fees and attorney’s fees. Punitive damages, however, will not be allowed in any Dispute. NEITHER ANY PARTICIPANT NOR THE COMPANY, NOR ANY OF THE COMPANY’S RELATED ENTITIES, OFFICERS, DIRECTORS, EMPLOYEES, INVESTORS, OR VENDORS, WILL HAVE ANY LIABILITY FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THE CONTRACT OR FOR ANY ACT, OMISSION, OR OTHER CONDUCT ARISING OUT OF THE PARTICIPANT’S STATUS AS AN INDEPENDENT CONTRACTOR AND SALES PARTNER OF THE COMPANY’S PRODUCTS.

Confidentiality

All arbitration proceedings will be closed to the public and confidential. Except as may be required by law and the Company’s use of an arbitrator’s award as precedence for deciding future Disputes, neither a Participant nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of all the Participants.

Enforcement of Award; Injunctive Relief

Notwithstanding this arbitration policy, any Participant may apply to a court of competent jurisdiction in the State of California in the United States, or in any other jurisdiction as necessary (i) to enforce an arbitration award or the injunctive relief granted by an arbitrator, or (ii) to seek a temporary restraining order, preliminary injunction, or other injunctive relief before, during the pendency of, or after a decision in any arbitration proceeding. The institution of any action in a court for equitable relief, or to enforce an arbitration award or order, will not constitute a waiver of the obligation of any Participant to submit any Dispute to arbitration.

Survival

Your agreement to arbitrate will survive any termination or expiration of the Contract or any other agreements between you and the Company.

24. General Terms

24.1 Contract Changes

The Company expressly reserves the right to make any modifications to the Contract upon 30 days’ notice by publication on the Company’s websites, normal channels of communication with Sales Partners, or as provided in Section 24.6. You agree that 30 days after such notice, any modification becomes effective and is automatically incorporated into the Contract between you and the Company as an effective and binding provision. By continuing to act as a Sales Partner, engaging in any Business Activity, or accepting any Commission after the modifications have become effective, you acknowledge acceptance of the new Contract terms.

24.2 Waivers and Exceptions

The Company reserves the right, in its sole discretion, to waive a breach of, or make an exception to, any provision of the Contract. Any waiver by the Company of a breach of any provision of the Contract or any exception made by the Company of any provision of the Contract must be in writing and will not be construed as a waiver of any subsequent or additional breach or an exception for any other Person. Any right or prerogative of the Company under the Contract may be exercised at the Company’s sole discretion. Any exception made by the Company, or any failure or delay by the Company in exercising any right or prerogative under the Contract will not operate as a future exception or waiver of that right or prerogative.

24.3 Integrated Contract

The Contract is the final expression of the understanding and agreement between you and the Company concerning all matters touched upon in the Contract and supersedes all prior and contemporaneous agreements of understanding (both oral and written) between the parties. The Contract invalidates all prior notes, memoranda, demonstrations, discussions, and descriptions relating to the subject matter of the Contract. The Contract may not be altered or amended except as provided in these Policies and Procedures. The existence of the Contract may not be contradicted by evidence of any alleged prior contemporaneous oral or written agreement. Should any discrepancy exist between the terms of the Contract and verbal representations made to you by any Company employee or another Sales Partner, the express written terms and requirements of the Contract will prevail.

24.4Severability

Any provision of the Contract that is prohibited, judicially invalidated, or otherwise rendered unenforceable in any jurisdiction is ineffective only to the extent of the prohibition, invalidation, or unenforceability in that jurisdiction, and only within that jurisdiction. Any prohibited, judicially invalidated, or unenforceable provision of the Contract will not invalidate or render unenforceable any other provision of the Contract, nor will that provision of the Contract be invalidated or rendered unenforceable in any other jurisdiction.

24.5 Governing Law; Jurisdiction

California will be the exclusive venue for arbitration or any other resolution of any Disputes. The place of origin of the Contract is the State of California, USA, and the Contract will be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of California, USA, without giving effect to its rules regarding choice of laws. The exclusive venue for any and all Disputes, including the validity of provisions regarding arbitration, place of venue, and jurisdiction, will be in Santa Clara County, California. You consent to the personal jurisdiction of any court within the State of California and waive any objection to improper venue.

24.6 Notices

Unless otherwise provided in the Contract, any notice or other communications requested or permitted to be given under the Contract will be in writing and will be delivered personally, transmitted by facsimile, or sent by first class, certified (or registered) or express mail, postage prepaid. Unless otherwise provided in the Contract, notices will be deemed given when delivered personally, or if transmitted by facsimile, one day after the date of that facsimile, or if mailed, five days after the date of mailing to the address of the Company’s at 960 N. San Antonio #203 Los Altos, CA 94022 or to the Sales Partner’s address as provided on the Sales Partner Agreement, unless notice of an address change has been received by the Company.

24.7 Successors and Claims

The Contract will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

24.8 Headings; Internal References; Plurality and Gender; Translations

The headings in the Contract are for convenience of reference only and will not limit or otherwise affect any of the terms or provisions of the Contract. All references to Sections herein refer to Sections of these Policies and Procedures unless otherwise indicated. All words will be deemed to include the plural as well as the singular and to include all genders. In the event that any discrepancies exist between the English version of the Contract and any translation thereof, the English version will be controlling.

25. Definitions

ADVERTISING MATERIAL.

Any electronic, printed, oral presentation or other material used in the offer or sale of Products, recruitment of prospective Sales Partners, or training of Sales Partners, which makes reference to the Company, the Products, the Sales Performance Program, or the trade names or logos, and may include Personalized Advertising Material.

BENEFICIAL INTEREST

As to Sales Partner Accounts: Any interest whatsoever, whether it is direct or indirect, including but not limited to any ownership interest, rights to present or future benefits, financial or otherwise, rights to go on Company sponsored trips and other events, rights to purchase Products at wholesale prices, recognition of any type or other tangible or intangible benefits associated with a Sales Partner Account. An individual has a Beneficial Interest in the Sales Partner Account of a spouse or Co-habitant. If a Person is or should be listed on the Business Entity Form of a Business Entity, they are considered to have a Beneficial Interest in such Business Entity’s Sales Partner Account. Any individual with a Beneficial Interest in a Business Entity will be deemed to have Beneficial Interest in the Sales Partner Account.

As to a Direct Sales Company: Any interest whatsoever, whether it is direct or indirect, including but not limited to any ownership interest, rights to present or future benefits, financial or otherwise, rights to go on Direct Sales Company sponsored trips and other events, rights to purchase the products of a Direct Sales Company at wholesale prices, recognition of any type or other tangible or intangible benefits associated with a distributorship of a Direct Sales Company. An individual has a Beneficial Interest in a Direct Sales Company distributorship of (i) a spouse or Co-habitant, or (ii) a Business Entity if the individual has a Beneficial Interest in the Business Entity.

BUSINESS ACTIVITY

Any activity that benefits, promotes, or assists the business of a Sales Partner Account, including signing a Sales Partner Agreement, purchasing Products from the Company, sponsoring and/or recruiting new Sales Partners, use of credit cards, shipping services, or any other activities that the Company, in its sole discretion, determines to be a material promotion of the Company’s business.

BUSINESS DEVELOPMENT ACTIVITY

Any activity that benefits, promotes, assists, or supports in any way the business, development, sales, or sponsorship of another Direct Sales Company, including but not limited to, selling products or services, promoting the business opportunity, appearing on behalf of the Direct Sales Company or one of its representatives, allowing your name to be used to market the Direct Sales Company, its products, services or opportunity, sponsoring or recruiting on behalf of the Direct Sales Company, acting as a member of the board of directors, as an officer, or a representative or distributor of the Direct Sales Company, an ownership interest, or any other beneficial interest, whether the interest is direct or indirect.

BUSINESS ENTITY

Any business entity such as a corporation, partnership, limited liability company, trust, or other form of business organization legally formed under the laws of the jurisdiction in which it was organized.

BUSINESS ENTITY FORM

A supplemental document considered part of the Sales Partner Agreement. The Business Entity Form must be completed and signed by a Business Entity applying to become a Sales Partner, as well as each Participant in the Business Entity. The Business Entity Form must list all Persons who are partners, shareholders, principals, officers, directors, members, or anyone else with a Beneficial Interest in the Business Entity.

BUSINESS SUPPORT MATERIALS

Any electronic, printed, audio or video presentation or other material used in the offer or sale of Products, recruitment of prospective Sales Partners or training of Sales Partners, which makes reference to the Company, its Products, the Sales Performance Program or its trade names.

BUSINESS SUPPORT MATERIALS AND SERVICES

This term is used to refer to Business Support Materials and Business Support Services together.

BUSINESS SUPPORT SERVICES

Any services or business tools supporting the offer or sale of the Company’s Products, recruitment of prospective Sales Partners, or the training of Sales Partners.

CO-HABITANT

A person who is living with a Sales Partners as if a spouse of the Sales Partners but is not legally married.

COMMISSIONS

Compensation paid by the Company to a Sales Partner based on the volume of Products sold by a Sales Partner and their Organization upon meeting all requirements as set forth in the Sales Performance Program. Commission pay periods are calculated as set forth in the Sales Performance Program.

COMPANY

Vitalità Angels, Inc. and its affiliated entities.

COMPANY APPROVED BUSINESS SUPPORT MATERIALS

Marketing materials designated in writing by the Company as approved for use in specific countries.

CONFIDENTIAL INFORMATION

All private, confidential and/or proprietary information disclosed to or discovered by you regarding the Company including, without limitation, intellectual property rights, trade secrets, the Network, personal information, sales volumes and genealogy, manuals, protocols, policies, procedures, marketing, and strategic information, computer software, training materials, nonpublic financial information, and any copies, notes or abstracts of any such information, or any other information that the Company considers proprietary, highly sensitive, or valuable to its business.

CONTRACT

The agreement between a Sales Partner and the Company composed of the following: these Policies and Procedures, the Sales Performance Program, Sales Partner Agreement, Business Entity Forms, supplemental services, and other international agreements (collectively, the “Contract”). The Contract is the complete and only agreement between the Company and a Sales Partner.

DIRECT SALES COMPANY

A company that uses a sales force of independent contractors who sell products and services and that compensates the independent contractors through a single-level or multi-level compensation plan for (i) their own sales, and/or (ii) the sales of other independent contractors who have signed up under the independent contractors to distribute the same products and services.

INTERNET MARKETING SITE

An “Internet Marketing Site” is any a location on the Internet that is (a) used primarily (or to which a significant portion is used) to post or communicate information about the Company, its Products, or the Sales Performance Program/income opportunity, or (b) that contains “internet marketing materials.” Internet marketing materials shall mean marketing materials concerning the Company, its Products, or the Sales Performance Program/income opportunity that have not been produced by the Company and approved for posting on personal blogs, Facebook pages and social networking sites.

NETWORK

The Sales Partner and customer network of the Company and all compilations of various lists describing that network or members thereof, including but not limited to, any and all contact or personal information collected by the Company regarding the Sales Partners and customers.

ORGANIZATION
Your Organization consists of you and those Sales Partners (if any) one level below You that are eligible for participation in the Sales Performance Program.

PARTICIPANT

Any Person who has a Beneficial Interest in a Business Entity or Sales Partner Account.

PERSON

An individual or Business Entity.

PERSONALIZED ADVERTISING MATERIAL

Business cards, letterhead, stationery, envelopes, note pads, self-stick labels, name badges or Direct Selling Association cards imprinted with the Company names or logos and a Sales Partner’s name, address, telephone number and other personal contact information.

POLICIES AND PROCEDURES

The policies governing how a Sales Partner is to conduct his business as set forth in this document (including supplemental policies that the Company may promulgate from time to time) and defining the rights and relationships of the parties.

PRODUCTS

The products and services of the Company that are sold.

RESIDENT COUNTRY

If you are an individual, then it is the country, territory, or other political jurisdiction in which you are a citizen or a lawful resident and whose country’s Sales Partner Agreement you have executed. If you are a Business Entity, such as a corporation, partnership, limited liability company, or any other form of business organization, then it is the country, territory, or other political jurisdiction in which you are legally formed under the laws of your Resident Country, and each member of the Business Entity has proper legal authorization to conduct business in the Resident country, and whose country’s Sales Partner Agreement you have executed.

SALES PARTNER

An independent contractor authorized by the Company under the Contract to purchase and retail Products, recruit other Sales Partners, and receive Commissions in accordance with the requirements of the Sales Performance Program. A Sales Partner’s relationship to the Company is governed by the Contract.

SALES PARTNER ACCOUNT

The Sales Partner account created when either an individual or a Business Entity enters into a contractual relationship with the Company.

SALES PARTNER AGREEMENT

The Sales Partner application and agreement, and if applicable, the Business Entity Form, that must be completed and submitted to the Company in order to apply to become a Sales Partner.

SALES PARTNER PORTAL

The “back-office” online portal operated and maintained by the Company from which Sales Partners may manage their Sales Partner accounts, including, but not limited to, maintaining their contact information, managing their Commissions and payout preferences, accessing training materials, etc.

SALES PERFORMANCE PROGRAM

The specific plan utilized by the Company that outlines the details and requirements of the compensation structure for Sales Partners; the Sales Performance Program details are available in the Sales Partner Portal.


SPONSOR

A Sales Partner Account under which another Sales Partner Account is originally placed after it has applied to become a Sales Partner.

URL

A Uniform Resource Locator or web address.