Policies and Procedures

BlackOxygen Organics

STATEMENT OF POLICIES AND PROCEDURES

Effective May 26, 2021

 

SECTION 1.0 – INTRODUCTION

 

1.1 Mutual Commitment Statement

1.2 Policies and Compensation Plan Incorporated Into The Brand Partner Agreement

1.3 Purpose of Policies

1.4 Changes, Amendments, or Modifications

1.5 Delays

1.6 Effective Date

 

SECTION 2.0 –BASIC PRINCIPLES

 

2.1 Becoming a BlackOxygen Organics Brand Partner

2.2 New Brand Partner Registration By Internet

2.3 Rights Granted

2.4 Identification Numbers

2.5 Renewals and Expirations of the Brand Partner Agreement

2.6 Business Entities and Changes in Brand Partner Genealogy

2.7 Independent Business Relationship; Indemnification of Actions

2.8 Errors or Questions

2.9 Governmental Approval Or Endorsement

 

SECTION 3.0 – BLACKOXYGEN ORGANICS BRAND PARTNER RESPONSIBILITIES

 

3.1 Correct Address

3.2 Training and Leadership

3.3 Constructive Criticism; Ethics

3.4 Non-Disparagement

3.5 Reporting Policy Violation

3.6 Sponsorship

3.7 Cross Sponsoring Prohibition

3.8 Adherence to the BlackOxygen Organics Compensation Plan

3.9 Adherence to Laws, Regulations and Ordinances

3.10 Compliance with Applicable Income Tax Laws

3.11 Actions of Household Members or Affiliated Parties

3.12 Solicitation for Other Companies; Other Business Restrictions

3.13 Presentation of the BlackOxygen Organics Sales Opportunity

3.14 Compensation Plan Governs Sales Requirements

 

 

 

SECTION 4.0 – ORDERING

 

4.1 General Order Policies

4.2 Insufficient Funds

 

SECTION 5.0 –PAYMENT OF COMMISSIONS AND BONUSES

 

5.1 Bonus and Commission Qualifications

5.2 Computation of Commissions and Discrepancies

5.3 Bonus and Commission Adjustment for Returns

 

SECTION 6.0 – SATISFACTION GUARANTEED AND RETURN OF SALES AIDS

 

     6.1 Customer and Brand Partner Return Policies

       6.2 Physical Product Return Process

       6.3 Refund of Fees

 

SECTION 7.0 – PRIVACY POLICY

 

7.1 Introduction

7.2 Expectation of Privacy

7.3 Employee Access to Information

7.4 Restrictions on the Disclosure of Account Information

7.5 Security and Security Breaches

7.6 Privacy and Confidentiality

7.7 Data Management Rule

 

SECTION 8.0 – PROPRIETARY INFORMATION AND TRADE SECRETS

 

8.1 Business Reports, Lists, and Proprietary Information

8.2 Obligation of Confidentiality

8.3 Breach and Remedies

8.4 Return of Materials

 

SECTION 9.0 – ADVERTISING, PROMOTIONAL MATERIAL, USE OF BLACKOXYGEN ORGANICS NAMES AND TRADEMARKS

 

9.1 Labeling, Packaging, and Displaying Products

9.2 Use of BlackOxygen Organics Names and Protected Materials

9.3 E-mail Limitations

9.4 Internet and Third-Party Website Restrictions

9.5 Social Networking and Social Media 

9.6 Advertising and Promotional Materials

9.7 Testimonial Permission

9.8 Telemarketing Limitations

9.9 International Marketing Policy

 

SECTION 10.0 – CHANGES TO A BRAND PARTNER’S BUSINESS

 

10.1 Modification of the Brand Partner Agreement

10.2 Change Sponsor or Placement for Active Brand Partner

10.3 Change Sponsor or Placement for Inactive Brand Partners

10.4 Unethical Sponsoring

10.5 Sell, Assign, Delegate Opportunity

10.6 Separating a BlackOxygen Organics Business

10.7 Succession

10.8 Resignation or Voluntary Termination

10.9 Involuntary Termination

10.10 Effect of Cancellation

 

SECTION 11.0 – WARRANTIES AND LIMITATIONS OF LIABILITY

 

11.1 Warranty; Disclaimer

11.2 Limitation of Liability

 

SECTION 12.0 – DISCIPLINARY SANCTIONS

 

12.1 Imposition of Disciplinary Action – Purpose 

12.2 Consequences and Remedies of Breach

 

SECTION 13.0 – GRIEVANCES AND DISPUTE RESOLUTION

 

13.1 Grievances 

13.2 Liquidated Damages

13.3 Dispute Resolution 

13.4 Governing Law

 

SECTION 14.0 – MISCELLANEOUS

 

14.1 Severability 

14.2 Waiver

14.3 Successors and Claims 

 

SECTION 15.0 – DEFINITIONS


POLICIES AND PROCEDURES

 

1.0       INTRODUCTION

 

1.1       Mutual Commitment Statement

 

BlackOxygen Organics (hereafter “BlackOxygen” or simply the “Company”) recognizes that in order to develop a long-term and mutually rewarding relationship with its independent business owners (“Brand Partners”) and retail customers (“Customers”), Company and its Brand Partners must acknowledge and respect the true nature of the relationship.

 

A.        In the spirit of mutual respect and understanding, Company is committed to:

 

I.          Providing prompt, professional and courteous service and communications to all of its Brand Partners and Customers;

 

II.        Providing the highest level of quality products/services, at fair and reasonable prices;

 

III.       Exchanging or refunding the purchase price of any product, service or membership as provided in our Return Policy;

 

IV.       Delivering orders promptly and accurately;

 

V.        Paying commissions accurately and on a timely basis;

 

VI.       Expediting orders or checks if an error or unreasonable delay occurs;

 

VII.     Rolling out new products/services and programs with Brand Partner input and planning;

 

VIII.    Implementing changes in the Compensation Plan or Policies and Procedures that affect the Brand Partner with input from the Brand Partners;

 

IX.       Supporting, protecting and defending the integrity of the Company sales opportunity; and

 

X.        Offering Brand Partners an opportunity to grow with Company.

 

B.        In return, Company expects that its Brand Partners will:

 

I.          Conduct themselves in a professional, honest, and considerate manner;

 

II.        Present Company Corporate and product/service information in an accurate and professional manner;

 

III.       Present the Compensation Plan and Return Policy in a complete and accurate manner;

 

IV.       Not make exaggerated income claims;

 

V.        Make reasonable effort(s) to support and train Brand Partners and Customers in their downline;

 

VI.       Not engage in cross-line recruiting, unhealthy competition or unethical business practices;

 

VII.     Provide positive guidance and training to Brand Partners and Customers in their downline while exercising caution to avoid interference with other downlines. As such, a Brand Partner is discouraged from providing cross-line training to a Brand Partner or Customer in a different organization without first obtaining consent of the Brand Partner’s or Customer’s upline leader;

 

VIII.    Support, protect, and defend the integrity of the Company sales

                        opportunity;

 

IX        Accurately complete and submit the Brand Partner Agreement and any requested supporting documentation in a timely manner; and

 

X.        Refrain from acting in any way that may constitute harassment of any kind, such conduct may include: derogatory or threatening comments, inappropriate sexual behavior including but not limited to unwelcomed sexual advances or requests for sexual favors, displaying visual images of a sexual nature, physical or verbal harassment, or violent behavior. Brand Partners are strongly encouraged to report any type of harassment incidents immediately. Company will not tolerate acts or threats of violence and will not hesitate to discipline or terminate a Brand Partner who is found to have violated this provision.

 

1.2       Policies and Compensation Plan Incorporated into the Brand Partner Agreement

 

Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Income Disclaimer Statement, Company Policies and Procedures, the Company Privacy Policy, the Compensation Plan, the Brand Partner Agreement, and if applicable, the Business Entity Registration Form. It is the responsibility of the Sponsoring Brand Partner to provide the most current version of these Policies and Procedures (available on the Company website) and the Company Compensation Plan to each applicant prior to their execution of the Brand Partner Agreement.

 

 

 

 

1.3       Purpose of Policies

 

A.        Company is a direct sales company that markets products and services through a network of business owners. To clearly define the relationship that exists between Brand Partners and Company and to explicitly set a standard for acceptable business conduct, Company has established these Policies and Procedures.

 

B.        Company Brand Partners are required to comply with; (i) all of the Terms and Conditions set forth in the Brand Partner Agreement, which Company may amend from time to time in its sole discretion; (ii) all federal, state and/or local laws governing their Company business; and (iii) these Policies and Procedures and all agreements incorporated herein.

 

C.        Company Brand Partners must review the information in these Policies and Procedures carefully. Should a Brand Partner have any questions regarding a policy or rule, the Brand Partner is encouraged to seek an answer from their Sponsor or any other upline Brand Partner. If further clarification is needed the Brand Partner may contact Company Customer Service.

 

1.4       Changes, Amendments, or Modifications

 

A.        Because federal, state, and local laws, as well as the business environment, periodically change, Company reserves the right to amend the Agreement and the prices of Company products/services in its sole and absolute discretion. Notification of amendments shall appear in Official Company Materials. Amended provisions shall not apply retroactively to conduct that occurred prior to the effective date of the amendment(s) except where indicated, and only in the event that the Brand Partner expressly agrees to the amendment.

 

NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE, ANY AMENDMENT BY THE COMPANY TO THE DISPUTE RESOLUTION SECTION HEREIN SHALL ONLY TAKE EFFECT UPON A BRAND PARTNER’S EXPRESS AGREEMENT TO SUCH AMENDMENT. A BRAND PARTNER MAY INDICATE THEIR AGREEMENT TO SUCH PROPOSED AMENDMENT BY FOLLOWING THE INSTRUCTIONS ACCOMPANYING THE PROPOSED AMENDMENT THAT WILL APPEAR WHEN LOGGING IN TO THE CORPORATE WEBSITE OR THE BRAND PARTNER’S PERSONAL WEBSITE. COMPANY MAY TERMINATE THE BRAND PARTNER AGREEMENT OF ANY BRAND PARTNER WHO DOES NOT AGREE TO A PROPOSED AMENDMENT TO THE DISPUTE RESOLUTION SECTION WITHIN THIRTY (30) DAYS AFTER THE EFFECTIVE DATE OF THE AMENDMENT. ANY SUCH AMENDMENT SHALL APPLY TO ALL CLAIMS BROUGHT BY COMPANY OR THE BRAND PARTNER ON OR AFTER THE EFFECTIVE DATE OF THE AMENDMENT, REGARDLESS OF THE DATE OF OCCURRENCE OR ACCRUAL OF ANY FACTS UNDERLYING SUCH CLAIM.

 

B.        For purposes of this Section and others within these Policies and Procedures, it is imperative for Brand Partners to keep all contact information up to date for any such amendment, change, or modification shall be effective immediately upon notice by one of the following methods:

 

I.          Posting on the official Company website;

 

II.        Electronic mail (e-mail); or

 

III.       In writing through the Company newsletters or other Company communication channels.

 

1.5       Delays

 

Company shall not be responsible for delays or failures in performance of its obligations when such failure is due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, transportation difficulties, riot, war, fire, weather, pandemic, curtailment of a source of supply, or government decrees or orders.

 

1.6       Effective Date

 

These Policies and Procedures shall become effective as of May 26, 2021 (“Effective Date”) and, at such time, shall automatically supersede any prior Policies and Procedures (“Old Policies and Procedures”), and, on that date, the Old Policies and Procedures shall cease to have any force or effect.

 

2.0       BASIC PRINCIPLES

 

2.1       Becoming A BlackOxygen Organics Brand Partner

 

A.        To become a Brand Partner, an applicant must comply with the following requirements:

 

I.          Be of the age of majority (not a minor) in their state of residence;

 

II.        Reside or have a valid address in the United States or a U.S. territory;

 

III.       Have a valid taxpayer identification number (i.e. Social Security Number, Federal Tax ID Number, ITIN, etc.);

 

IV.       Submit a properly completed and signed Brand Partner Agreement to Company;

 

V.        Not be a Company employee, the spouse of a Company employee or related to an employee of Company and living in the same household as such Company employee;

 

VI.       Submit payment of a $39.95 USD enrollment fee.

 

2.2       New Brand Partner Registration By Internet

 

A.        A potential new Brand Partner may self-enroll on the Company corporate website or a Sponsor’s replicated website. In such event, instead of a physically signed Brand Partner Agreement, Company will accept the electronic Brand Partner Agreement by way of web-enrollment and one’s “electronic signature.” This electronic signature signifies that the new Brand Partner has accepted the Terms and Conditions of the Brand Partner Agreement. Please note that such electronic signature constitutes a legally binding agreement between you and the Company.

 

B.        Company reserves the right to require signed paperwork for any account, regardless of origin.

 

C.        If requested the signed Brand Partner Agreement must be received by Company within seven (7) days of enrollment.

 

D.        Signed documents, including, but not limited to, the Brand Partner Agreement and the Business Entity Registration form, are legally binding contracts which must not be altered, tampered with or changed in any manner after they have been signed. False or misleading information, forged signatures or alterations to any document, including business registration forms, made after a document has been signed may lead to sanctions, up to and including involuntary termination of the Brand Partner’s business.

 

2.3       Rights Granted

 

A.        Company hereby grants to the Brand Partner a non-exclusive right, based upon the Terms and Conditions contained in the Brand Partner Agreement and these Policies and Procedures, to:

 

I.          Purchase Company products/services;

 

II.        Promote and sell Company products/services; and

 

III.       Sponsor new Brand Partners and Customers in the United States and in countries where Company may become established after the Effective Date of these Policies and Procedures.

 

2.4       Identification Numbers

 

All Brand Partners are required to provide their Social Security Number, Federal Employer Identification Number, or their Government Issued ID Number to the Company either on the Brand Partner Agreement or at the Company’s request. Upon enrollment, the Company will provide a unique Brand Partner/Company Identification Number to the Brand Partner by which they will be identified. This number will be used to place orders, structure organizations, and track commissions and bonuses.

2.5       Renewals and Expiration of the Brand Partner Agreement

 

A.            In order to remain Active, a Brand Partner will be required to pay an annual $39.95 USD technological fee and maintain a minimum of 80 Commissionable Volume (“CV”).

 

B.             If the Brand Partner allows their Brand Partner Agreement to expire due to nonpayment, the Brand Partner will lose any and all rights to their downline organization unless the Brand Partner re-activates within sixty (60) days following the expiration of the Agreement.

 

C.             If the former Brand Partner re-activates within the 60-day time limit, the Brand Partner will resume the rank and position held immediately prior to the expiration of the Brand Partner Agreement. However, such Brand Partner’s paid as level will not be restored unless their and/or an entity qualifies at that payout level in the new month. The Brand Partner is not eligible to receive commissions for the time period that the Brand Partner’s business was expired.

 

D.            Any Brand Partner who was terminated or whose Agreement has expired and lapsed the 60-day grace period is not eligible to re-apply for a Company business for twelve (12) months following the expiration of the Brand Partner Agreement.

 

E.             The downline of the expired Brand Partner will roll up to the immediate, active upline Sponsor, or as otherwise determined at Company’s sole discretion so as to protect the integrity of the genealogy and to avoid any potential manipulation thereof.

 

2.6       Business Entities and Changes in Brand Partner Genealogy

 

A.        A corporation, partnership, LLC, or trust (collectively referred to as a “Business Entity”) may apply to be a Company Brand Partner by way of the Business Entity Registration Form. This Brand Partner business and position will remain temporary until the proper documents are submitted. The Business Entity Registration Form stipulates the specific documents necessary for submission, including but not limited to: Certificate of Incorporation, Articles of Organization, Brand Partner Agreement or appropriate Trust documents.  Company must receive these documents within seven (7) days from the date the Brand Partner Agreement was signed.

 

B.        A Company Brand Partner may change their status under the same Sponsor from an individual to a partnership, LLC, corporation, trust or from one type of business entity to another.

 

C.        Changes to a Business Entity. Each Brand Partner must immediately notify the Company of any changes to the type of business entity they utilize in operating their Company business and the addition or removal of business associates. A Company business may change its status under the same sponsor from an individual to a partnership, corporation or trust, or from one type of entity to another. The Brand Partner Agreement form must be signed by all of the shareholders, partners, or trustees. Members of the entity are jointly and severally liable for any indebtedness or other obligation to the Company.

 

D.        Change of Sponsor. To protect the integrity of all marketing organizations and safeguard the hard work of all Brand Partners, the Company rarely allows changes in sponsorship, with the rare exception of direct line changes (meaning placement is not affected). A direct line change request must be made by submitting a completed Sponsor Change Request Form within a seven (7) day period from the date of enrollment and must come from the current listed sponsor.

 

E.         Change of Placement. A request for change of placement must be submitted within seven (7) days of the date of enrollment and must be requested by the current listed sponsor. A Brand Partner can only be moved inside of the same sponsor’s organization. If approved, a Brand Partner is placed in the first available open bottom position on the date that the change is made. Brand Partners who have earned commissions or achieved rank are not eligible for placement changes. Please note that decisions made for any change request (sponsor or placement) are at the sole discretion of the Company and the acceptance of one change will never constitute the acceptance of future changes for that Brand Partner or any other.

 

F.         One Company Business Per Brand Partner. A Brand Partner may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one Company business. No individual may have, operate or receive compensation from more than one Company business. Individuals of the same family unit may each enter into or have an interest in their own separate Company businesses, only if each subsequent family position is placed frontline to the first family member enrolled. A “family unit” is defined as spouses and dependent children living at or doing business at the same address.

 

2.7       Independent Business Relationship; Indemnification for Actions

 

A.        The Company Brand Partner is an independent contractor, and not a purchaser of a franchise or sales opportunity. Therefore, each Brand Partner’s success depends on their independent efforts.

 

B.        The Agreement between Company and its Brand Partners does not create an employer/employee relationship, agency, partnership, or joint venture between Company and the Brand Partner.

 

C.        A Company Brand Partner shall not be treated as an employee of Company for any purposes, including, without limitation, for federal or state tax purposes. All Brand Partners are responsible for paying local, state, and federal taxes due from all compensation earned as a Brand Partner of Company. Any other compensation received by Brand Partners from Company will be governed by applicable U.S. tax laws (or the tax laws of any other applicable jurisdiction). The Brand Partner has no express or implied authority to bind Company to any obligation or to make any commitments by or on behalf of Company.  Each Brand Partner, whether acting as management of a Business Entity or represented as an individual, shall establish his or her own goals, hours, and methods of operation and sale, so long as he or she complies with the Terms of the Brand Partner Agreement, these Policies and Procedures and applicable federal, state and provincial laws.

 

D.        The Company Brand Partner is fully responsible for all of his or her verbal and written communications made regarding Company products, services, and the Compensation Plan that are not expressly contained within official Company materials. Brand Partners shall indemnify and hold harmless Company, its directors, officers, employees, product suppliers and agents from any and against all liability including judgments, civil penalties, refunds, attorney fees and court costs incurred by Company as a result of the Brand Partner’s unauthorized representations or actions. This Provision shall survive the termination of the Company Brand Partner Agreement.

 

E.         Brand Partners may not answer the telephone by saying “BlackOxygen,”BlackOxygen Organics” or by any other manner that would lead the caller to believe that they have reached the Company’s corporate offices. A Brand Partner may only represent that they are a Company Brand Partner. Therefore, all correspondence and business cards relating to or in connection with a Brand Partner’s Company business shall contain the Brand Partner’s name followed by the term “Brand Partner.”

 

            F.         Sales Tax Obligations. The Brand Partner shall comply with all state and local taxes and                         regulations governing the sale of Company products and services.

 

G.        Company will collect and remit sales tax on Brand Partner orders unless a Brand Partner furnishes Company with the appropriate Resale Tax Certificate form. When orders are placed with Company, sales tax is prepaid based upon the suggested retail price. Company will remit the sales tax to the appropriate state, Provincial and local jurisdictions. The Brand Partner may recover the sales tax when he or she makes a sale. Company Brand Partner are responsible for any additional sales taxes due on products/services marked up and sold at a higher price.

 

H.        Company encourages each Brand Partner to consult with a tax advisor for additional information for their business.

 

2.8       Errors or Questions

 

If a Brand Partner has questions about, or believes any errors have been made regarding commissions, bonuses, business reports, orders, or charges, the Brand Partner must notify Company in writing within thirty (30) days of the date of the error or incident in question. Any such errors, omissions or problems not reported within thirty (30) days shall be deemed expressly waived by the Brand Partner.

 

 

2.9       Governmental Approval or Endorsement

 

Neither federal nor state regulatory agencies or officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Brand Partners shall not represent or imply that the Company or its Compensation Plan have been “approved,” “endorsed,” or otherwise sanctioned by any government agency.

 

3.0       BLACKOXYGEN ORGANICS BRAND PARTNER RESPONSIBILITIES

 

3.1       Correct Addresses

 

A.        It is the responsibility of a Customer/Brand Partner to make sure Company has the correct shipping address before any orders are shipped and for the Brand Partner to have up to date and accurate contact information for Company to communicate with Brand Partner.

 

B.         A Customer/Brand Partner will need to allow up to thirty (30) days for processing after the notice of address change has been received by Company.

 

C.        A Customer/Brand Partner may be assessed a $20 USD fee for returned shipments due to an incorrect shipping address.

 

3.2       Training and Leadership

 

A.        Any Company Brand Partner who Sponsors another Brand Partner into Company must perform an authentic assistance and training function to ensure their downline is properly operating their Company business. Sponsoring Brand Partners should have ongoing contact and communication with the Brand Partners in their downline organizations. Examples of communication may include, but are not limited to, newsletters, written correspondence, telephone, contact, team calls, voicemail, e-mail, personal meetings, accompaniment of downline Brand Partners to Company meetings, training sessions and any other related functions.

 

B.        A Sponsoring Company Brand Partner should monitor the Brand Partners in their downline organizations to ensure that downline Brand Partners do not make improper product or business claims or engage in any illegal or inappropriate conduct. Upon request, such Brand Partner should be able to provide documented evidence to Company of their ongoing fulfillment of the responsibilities of a Sponsor.

 

C.        Upline Brand Partners are encouraged to motivate and train new Brand Partners about Company’s products and services, effective sales techniques, the Company Compensation Plan and compliance with Company Policies and Procedures.

 

D.        Marketing product is a required activity in Company and must be emphasized in all recruiting presentations. In fact, the Company emphasizes and encourages all of its Brand Partners to sell Company’s products and services to Customers.

 

E.         To promote both the products and the opportunity Company offers, Brand Partners must use the sales aids and support materials produced by Company. If Company Brand Partners develop their own sales aids and promotional materials, which includes Internet advertising, notwithstanding Brand Partners’ good intentions, they may unintentionally violate any number of statutes or regulations affecting the Company business. These violations, although they may be relatively few in number, could jeopardize the Company opportunity for all Brand Partners.  Accordingly, Brand Partners must submit all written sales aids, promotional materials, advertisements, websites and other literature to the Company for Company’s approval prior to use. Unless the Brand Partner receives specific written approval to use the material, the request shall be deemed denied. All Brand Partners shall safeguard and promote the good reputation of Company and its products and services. The marketing and promotion of Company, the Company opportunity, the Compensation Plan, and Company products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

 

3.3       Constructive Criticism; Ethics

 

A.        Company desires to provide its independent Brand Partners with the best products and services and Compensation Plan in the industry. Accordingly, Company values constructive criticism and encourages the submission of written comments addressed to Company Compliance Department support@blackoxygenorganics.com

 

B.        Negative and disparaging comments about Company, its products/services or Compensation Plan, by Brand Partners made to Company, in the field or at Company meetings or events, or disruptive behavior at Company meetings or events, serve no purpose other than to dampen the enthusiasm of other Company Brand Partners.  Company Brand Partners must not belittle Company, other Company Brand Partners, Company products or services, the Compensation Plan, or Company directors, officers, or employees, product suppliers or agents. Such conduct represents a material breach of these Policies and Procedures and may result in discipline and ultimate termination as deemed appropriate by the Company.

 

C.        Company is committed to providing Brand Partners with a sales environment free from harassment, intimidation, and abuse from other Brand Partners, employees, vendors, and any other individuals in the workplace. At Company, harassment of any kind will not be tolerated and is strictly prohibited, such as: derogatory or threatening comments, inappropriate sexual behavior including but not limited to unwelcome sexual advances or requests for sexual favors, displaying visual images of a sexual nature, physical or verbal harassment, or violent behavior. Brand Partners are encouraged to report any type of harassment incidents immediately. Company will not tolerate acts or threats of violence or other violative actions and will investigate all reports and will not hesitate to discipline or terminate a Brand Partner who is found to have violated this provision.

 

D.        BlackOxygen Organics endorses the following Code of Ethics:

 

I.          A Company Brand Partner must show fairness, tolerance, and respect to all people associated with Company, regardless of race, gender, social class or religion, thereby fostering a “positive atmosphere” of teamwork, good morale and community spirit.

 

II.        A Brand Partner shall strive to resolve business issues, including situations with upline and downline Brand Partners, by emphasizing tact, sensitivity, good will and taking care not to create additional problems.

 

III.       Company Brand Partners must be honest, responsible, professional and conduct themselves with integrity.

 

IV.       Company Brand Partners shall always present accurate information like proper disclaimers and access to the Income Disclosure Statement when encouraging prospects to join the Company business. Moreover, as a Brand Partner you agree to never intimidate nor engage in unlawful recruiting practices, including any suggestion that excessive inventory purchases are necessary to participate in Company.

 

E.         Company may take appropriate action against a Brand Partner if it determines, in its sole discretion, that a Brand Partner’s conduct is detrimental, disruptive, or injurious to Company or to other Brand Partners.

 

3.4       Non-Disparagement

 

            Brand Partners must not disparage, demean, or make negative remarks about the Company,         other Company Brand Partners, Company’s products or services, the Compensation Plan, or            Company’s owners, board members, directors, officers, employees, or the like, or make           statements that unreasonably offend, mislead or coerce others. Such conduct represents a material           breach of these Policies and Procedures and may result in Company sanctioning or otherwise     disciplining the Brand Partner in accordance with these Policies as deemed appropriate by             the Company at its sole discretion.

 

3.5       Reporting Policy Violation

 

A.        A Brand Partner who observes a policy violation by another Brand Partner should submit a written and signed letter (e-mail will not be accepted) of the violation directly to the Company Corporate office. The letter shall set forth the details of the incident as follows:

 

I.          The nature of the violation and specific facts to support the allegations;

 

II.        Dates and number of occurrences;

 

III.       The person/people involved; and

 

IV.       Supporting documentation.

 

B.        Once the matter has been presented to Company, the Company Compliance Department will investigate the report thoroughly and decide what (if any) action should be taken.

 

C.        This Section refers to the general reporting of policy violations as observed by other Brand Partners for the mutual effort to support, protect, and defend the integrity of the Company business and sales opportunity. If a Brand Partner has a grievance or complaint against another Brand Partner which directly relates to their Company business, the steps set forth in these Policies and Procedures must be followed.

 

3.6       Sponsorship

 

A.        The Sponsor is the person who introduces a Customer/Brand Partner to Company, helps them complete their enrollment, and supports and trains those in their downline.

 

B.        Company recognizes the Sponsor as the name(s) shown on the first:

           

I.          Physically signed Company Brand Partner Agreement on file; or

 

II.        Electronically signed Brand Partner Agreement from either the corporate website or a Brand Partner’s replicated website.

 

C.        A Brand Partner Agreement that contains notations such as “by phone” or the signatures of other individuals (i.e., Sponsors, spouses, relatives, or friends) is not valid and will not be accepted by Company.

 

D.        Company recognizes that each new prospect has the right to ultimately choose their own Sponsor, but Company will not allow Brand Partners to engage in unethical sponsoring activities.

 

E.         All active Brand Partners in good standing have the right to Sponsor and enroll others into Company. While engaged in sponsoring activities, it is not uncommon to encounter situations when more than one Brand Partner will approach the same prospect. It is the accepted courtesy that the new prospect will be sponsored by the first Brand Partner who presented a comprehensive introduction to Company products/services or sales opportunity.

 

F.         A Protected Prospect is a guest of any Company Customer/Brand Partner who attended a Company event or conference call. For sixty (60) days following the event, a Protected Prospect cannot be solicited or sponsored by any other Company Brand Partner who attended the same event. A Company event can be defined as the following:

 

I.          Any Company training session;

 

II.        Conference call;

 

III.       Fly-in meeting; or

 

IV.       Presentation, including but not limited to a Company at home presentation, whether sponsored by Company, a Brand Partner, a Customer, or an agent or agency designated by Company.

 

3.7       Cross Sponsoring Prohibition

 

A.        “Cross sponsoring” is defined as the enrollment into a different line of sponsorship of an individual, or Business Entity, that already has a signed Brand Partner Agreement. Actual or attempted cross sponsoring is not allowed. If cross sponsoring is verified by Company, sanctions up to and including termination of a Brand Partner’s business may be imposed.

 

B.        The use of a spouse’s or relative’s name, trade names, assumed names, DBA names, corporation, partnership, trust, Federal ID numbers, or fictitious ID numbers to evade or circumvent this policy is not permitted and Company has the right to reject any Brand Partner application or terminate any Brand Partner Agreement.

 

C.        This policy does not prohibit the transfer of a Company business in accordance with Company Sale or Transfer Policy set forth herein. 

 

3.8       Adherence to the BlackOxygen Organics Compensation Plan

 

A.        A Brand Partner must adhere to the terms of the Company Compensation Plan as set forth in these Policies and Procedures as well as in official Company literature. Deviation from the Compensation Plan is prohibited.

 

B.        A Brand Partner shall not offer the Company opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in Official Company literature.

 

C.        A Brand Partner shall not require or encourage a current or prospective Customer or Brand Partner to participate in Company in any manner that varies from the Compensation Plan as set forth in Official Company literature.

 

D.        A Brand Partner shall not require or encourage a current or prospective Customer or Brand Partner to make a purchase from or payment to any individual or other entity as a condition to participating in the Company Compensation Plan, other than such purchases or payments required to naturally build their business.

 

 

3.9       Adherence to Laws, Regulations, and Ordinances

 

Many cities and counties have laws regulating certain home-based businesses. In most cases, these ordinances do not apply to Brand Partners because of the nature of the business. However, Brand Partners must check their local laws and obey the laws that do apply to them. A Company Brand Partner shall comply with all federal, state and local laws and regulations in operating their Company business.

 

3.10     Compliance with Applicable Income Tax Laws

 

A.        Company will automatically provide a complete 1099 Miscellaneous Income Tax form (nonemployee compensation) to each US Brand Partner whose earnings for the year is at least $600 or who has purchased more than $5,000 of Company products for resale, or who received trips, prizes or awards valued at $600 or more. If earnings and purchases are less than stated above, IRS forms will be sent only at the request of the Brand Partner, and a minimum charge of $20 may be assessed by Company. Company Brand Partners are responsible for the payment of taxes on these trips, prizes, or awards provided to them by Company.

 

B.        A Brand Partner accepts sole responsibility for and agrees to pay all federal, state and local taxes on any income generated as an independent Brand Partner, and further agrees to indemnify Company from any failure to pay such tax amounts when due.

 

C.        If a Brand Partner’s business is tax exempt, the Federal Tax Identification number must be provided to Company in writing.

 

D.            Company encourages all Brand Partners to consult with a tax advisor for additional information for their business.

 

3.11     Actions of Household Members or Affiliated Parties

 

If any member of a Brand Partner’s immediate household engages in any activity which, if performed by the Brand Partner, would violate any provision of the Agreement, such activity will be deemed a violation by the Brand Partner and Company may take disciplinary action pursuant to these Policies and Procedures against the Brand Partner. Similarly, if any individual associated in any way with a corporation, partnership, LLC, trust or other entity (collectively “Business Entity”) violates the Agreement, such action(s) will be deemed a violation by the Business Entity, and Company may take disciplinary action against the Business Entity.  Likewise, if a Brand Partner enrolls in Company as a Business Entity, each affiliated party of the Business Entity shall be personally and individually bound to, and must comply with, the Terms and Conditions of the Agreement.

 

3.12     Solicitation for Other Companies; Other Business Restrictions

 

A.        A Company Brand Partner may participate in other direct sales, multilevel, network marketing or relationship marketing business ventures or marketing opportunities (collectively, “Network Marketing”). However, during the Term of this Agreement and for one (1) year thereafter, a Company Brand Partner may not recruit any Company Brand Partner or Customer for any other Network Marketing business, unless that Brand Partner or Customer was personally sponsored by such Brand Partner.

 

B.        The term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way (either directly or through a third party), another Brand Partner or Customer to enroll or participate in any Network Marketing opportunity. This conduct represents recruiting even if the Brand Partner’s actions are in response to an inquiry made by another Brand Partner or Customer. If any lawsuit, arbitration, or mediation is brought against a Brand Partner alleging that they engaged in inappropriate recruiting activity of its sales force or Customers, the Company will not pay any of Brand Partner’s defence costs or legal fees, nor will the Company indemnify the Brand Partner for any judgment, award, or settlement.

 

C.        However, you may sell non-competing products or services to Company Customers and Brand Partners. Specifically, a non-competing company is defined as a Network Marketing company that does NOT sell Fulvic/Humic Acid. Brand Partners at all levels are obligated to notify the Company if they are enrolled as Brand Partner for another Network Marketing company by sending an email to the Company Compliance Department. Failure to notify Company within a reasonable time shall constitute a breach of this Agreement.

*Due to the visibility of our higher-ranking affiliates, Company Brand Partners at the rank of CEO or above agree not to participate in any Network Marketing opportunity, regardless of whether the Company sells competing products or not.  

If at the time of enforcement of any provision of Section 3.12A, 3.12 B, 3.12C, a court shall hold that the duration, scope or area restriction of any provision herein is unreasonable under circumstances now or then existing, you and Company hereto agree that the maximum restricted period, scope or territory reasonable under the circumstances shall be substituted by the court for the stated duration, scope or area.

 

D.        A Brand Partner may not display or bundle Company products or services, in sales literature, on a website or in sales meetings, with any other products or services to avoid confusing or misleading a prospective Customer or Brand Partner into believing there is a relationship between the Company and non-Company products and services.

 

E.         A Company Brand Partner may not offer any non-Company opportunity, products or services at any Company related meeting, seminar or convention, or immediately following a Company event.

 

F.         During the term of this Agreement, in order to avoid legal liability related to promotion of sales aids, you as a Brand Partner may not sell training materials or sales aids including published books, eBooks, videos, or other general miscellaneous training aids to your Downline or other Brand Partners.

 

G.        A violation of any of the provisions in this Section shall constitute unreasonable and unwarranted contractual interference between Company and its Brand Partners and would inflict irreparable harm on Company. In such event, Company may, at its sole discretion, impose any sanction it deems necessary and appropriate against such Brand Partner or such Brand Partner’s business including termination, or seek immediate injunctive relief without the necessity of posting a bond.

 

3.13     Presentation of the BlackOxygen Organics Sales Opportunity

 

A.        In presenting the Company opportunity to potential Customers and Brand Partners, a Brand Partner is required to comply with the following provisions:

           

I.          A Brand Partner shall not misquote or omit any significant material fact about the Compensation Plan.

 

II.        A Brand Partner shall make it clear that the Compensation Plan is based upon sales of Company products and services and upon the sponsoring of other Brand Partners.

 

III.       A Brand Partner shall make it clear that success can be achieved only through substantial independent efforts and must refrain from misrepresentations that include, but are not limited to:

 

a.              It’s a turnkey system;

b.              The system will do the work for you;

c.              Just get in and your downline will build through spillover;

d.              The Company does all the work for you; and

e.              All you have to do is buy Company products/services every month.

 

The above are just examples of improper representations about the Compensation Plan. It is important that you do not make these, or any other representations, that could lead a prospect to believe that they can be successful as a Brand Partner without commitment, effort, and sales skill. The Company reserves the right to determine what it considers an inappropriate income or Compensation Plan claim and discipline the offender accordingly.

 

IV.       A Company Brand Partner shall not make unauthorized income projections, claims, or guarantees while presenting or discussing the Company opportunity or Compensation Plan to prospective Brand Partners or Customers.

 

V.        A Brand Partner may not make any claims regarding products or services of any products or services offered by Company, except those contained in official Company literature.

 

VI.       A Brand Partner may not use official Company material to promote the Company sales opportunity in any country where Company has not established a “presence.”

 

VII.     In an effort to conduct best business practices, Company has developed the Income Disclaimer Statement (“IDS”).  The Company IDS is designed to convey truthful, timely, and comprehensive information regarding the income that Company Brand Partners earn. In order to accomplish this objective, a copy of the IDS must be presented to all prospective Brand Partners. 

 

A copy of the IDS must be presented to a prospective Brand Partner anytime the Compensation Plan is presented or discussed, or any type of income claim or earnings representation is made. 

 

The terms “income claim” and/or “earnings representation” (collectively “Income Claim”) includes, but is not limited to, the following:  (1) statements of average earnings, (2) statements of non-average earnings, (3) statements of earnings ranges, (4) income testimonials, (5) lifestyle claims, and (6) hypothetical claims. Examples of “statements of non-average earnings” include, “Our number one Brand Partner earned over a million dollars last year” or “Our average-ranking Brand Partner makes five thousand per month.” An example of a “statement of earnings ranges” is “The monthly income for our higher-ranking Brand Partners is ten thousand dollars on the low end to thirty thousand dollars a month on the high end.”

 

VIII.    Lifestyle claims (e.g., my Company business allowed me to buy a house, retire from my other job, allow my spouse to quit his or her job, or take a luxury vacation) are also considered to be equivalent to Income Claims.

 

When a Brand Partner discussess their earnings with Company, the Company explicitly requires any testimonial, social media post, presentation, etc. to include the following, “This is my unique story,  as actual earnings can vary significantly as no income is guaranteed. But for typical earnings averages please click here,” with the “here” representing a link to the Company IDS.

 

3.14     Compensation Plan Governs Sales Requirements

 

A.        Company Brand Partners may purchase Company products and then re-sell them at any price they choose unless otherwise specified by Company or by any of its product suppliers on a per product basis. Company will provide suggested selling prices. There are no exclusive territories granted to anyone. No franchise fees are applicable to a Company business. Brand Partners must check with Company as to appropriate prices before setting their own.

 

B.        The Company program is built on sales to the ultimate consumer.  Company encourages its Brand Partners to only purchase inventory that they and their family will personally consume, will be used as a sales tool, or will be resold to others for their ultimate consumption.  Brand Partners must never attempt to influence any other Brand Partner to buy more products than they can reasonably use or sell to retail Customers in a month. 

 

C.        Purchasing product solely for the purpose of collecting bonuses or achieving rank is prohibited. Company retains the right to limit the number of purchases you may make if, in Company’s sole discretion, Company believes those purchases are being made solely for qualification purposes instead of for consumption or resale.

 

4.0       ORDERING

 

4.1       General Order Policies

 

A.        “Bonus Buying” is strictly and absolutely prohibited. Bonus Buying includes but is not limited to the following: (i) the enrollment of individuals or entities without the knowledge of and/or execution of an Agreement by such individuals or Business Entities; (ii) the fraudulent enrollment of an individual or entity as Customer/Brand Partner; (iii) the enrollment or attempted enrollment of non-existent individuals or Business Entities as Customers/Brand Partners (known as “phantoms”); (iv) purchasing Company products or services on behalf of another Customer/Brand Partner, or under another Customer’s/Brand Partner’s ID number, to qualify for commissions or bonuses; (v) purchasing excessive amounts of products or services that cannot reasonably be used or resold in a month; and/or (vi) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product or service purchases by end user consumers.

 

A Brand Partner shall not use another Customer’s/Brand Partner’s credit card or debit checking account to enroll in Company or purchase products or services without the account holder’s written permission. Such documentation must be kept by the Brand Partner indefinitely in case Company needs to reference this.

 

B.        Regarding an order with an invalid or incorrect payment, Company will attempt to contact the Brand Partner by phone, mail or e-mail in order to obtain another form of payment. If these attempts are unsuccessful after five (5) business days, the order will be canceled.

 

C.        If a Brand Partner wants to move an order to another Brand Partner’s position, they must have prior authorization, of all parties involved. Company will charge the Brand Partner a $20 fee for processing.

 

D.        Prices are subject to change without notice.

 

E.         A Customer/Brand Partner who is a recipient of a damaged or incorrect order must notify Company within thirty (30) calendar days from receipt of the order and follow the procedures as set forth in these Policies.

 

4.2       Insufficient Funds

 

A.        All checks returned for insufficient funds will be re-submitted for payment. A $35 fee will be charged to the account of the Customer/Brand Partner for all returned checks and insufficient funds.

 

B.        Any outstanding balance owed to Company by the personal Customer/Brand Partner of an Upline Brand Partner from NSF (non-sufficient funds) checks, returned check fees or insufficient fund fees (ACH) will be withheld by Company from the Upline Brand Partner’s future bonus and commission checks.

 

C.             All transactions involving returned checks or insufficient funds through ACH or credit card, which are not resolved in a timely manner by the Brand Partner, constitute grounds for disciplinary sanctions.

 

D.        If a credit card order or automatic debit is declined the first time, the Customer/Brand Partner will be contacted for an alternate form of payment. If payment is declined a second time, the Customer/Brand Partner may be deemed ineligible to purchase Company products or services or participate in the monthly auto ship.

 

5.0       PAYMENT OF COMMISSIONS & BONUSES

 

5.1       Bonus and Commission Qualifications

 

A.        A Brand Partner must be active (minimum of 80 Commissionable Volume (“CV”) personally) and in compliance with Company Policies and Procedures to qualify for bonuses and commissions. So long as a Brand Partner complies with the terms of the Agreement, Company shall pay commissions to such Brand Partner in accordance with the Compensation Plan.

 

B.        Company will not issue a payment to a Brand Partner without the receipt of a completed and signed Company Brand Partner Agreement.

 

C.        Company reserves the right to postpone bonus and commission payments until such time the cumulative amount exceeds $25.

 

D.        A Brand Partner must be Active in order to receive bonuses and other commissionable income based on sales of other Brand Partners in one’s downline. Compression shall be a critical aspect to implementing the Company Compensation Plan and will be applied across the spectrum of participants  within  the  Company  opportunity,  unless  the Company elects, in its sole discretion, to keep or discard the compressed volume.  Compression occurs when there are Inactive Brand Partners, terminated Brand Partners, suspended Brand Partners and other instances in which Company finds, in its sole discretion, to be in the best interests of the Company as a whole. Compression is defined as the mechanism in which a leg of the genealogy has been disrupted to create an absence in the genealogy that disrupts the commission and bonus allotment within the pay plan. As an example, if a Brand Partner is Inactive, Compression will result in searching the upline until an Active Brand Partner is located. CV will then “compress” to include all the volume generated by the inactive positions and disburse the volume to the next Active Brand Partner. The Company is not obligated to compress volume in this fashion.  In some situations, the Company may exercise its discretion to keep the volume for internal purposes.  This Compression model  shall  be used  to continue  the  effectiveness  of  the  pay  plan during temporary  conditions that may  occur when someone fails to meet the “Active” requirement for one pay period, e.g.,. Inactive, suspension, or leaves the opportunity entirely to leave a void in the genealogy.

                       

5.2       Computation of Commissions and Discrepancies

 

A.        In order to qualify to receive commissions and bonuses, a Brand Partner must be in good standing and comply with the Terms of the Agreement and these Policies and Procedures. Commissions, bonuses, overrides, and achievement levels are calculated each month.

 

B.        A Company Brand Partner must review their monthly statement and bonus/commission reports promptly and report any discrepancies within thirty (30) days of receipt. After this 30-day “grace period,” no additional requests will be considered for commission recalculations.

 

C.        For additional information on payment of commissions, please review the Compensation Plan.

 

5.3       Bonus and Commission Adjustment for Returns

 

A.        A Brand Partner receives bonuses and commissions based on the actual sales of products and services to end consumers by way of product and service purchases. When a product or service is returned to Company for a refund from the end consumer, the bonuses and commissions attributable to the returned product or service will be deducted from the Brand Partner who received bonuses or commissions on such sales. Deductions will occur in the month in which the refund is given and continue every pay period thereafter until the bonus/and or commission is recovered.

 

B.        In the event that a Brand Partner terminates their business, and the amounts of the bonuses or commissions attributable to the returned products or services have not yet been fully recovered by Company, the remainder of the outstanding balance may be offset against any other amounts that may be owed by Company to the terminated Brand Partner.

 

 

6.0       SATISFACTION GUARANTEED AND RETURN OF SALES AIDS

 

6.1       Customer and Brand Partner Return Policies

 

Customer Return Policy

Company offers a one hundred percent (100%) fourteen (14) day money back guarantee for all Customers. If a Customer purchased a product or service and is not satisfied with the product or service, the Customer may request a refund from either the Company or the Brand Partner who sold the product or service to Customer.

 

Brand Partner Physical Product and Sales Aids Returns

If you are not 100% satisfied with our products, you may return the items for a refund if all the following conditions are met: (i) you nor we have terminated the Agreement; (ii) the products were purchased within twelve (12) months; and (ii) the products remain in resaleable condition as defined in Section 15. The refund shall be ninety percent (90%) of the purchase price. Shipping and handling charges incurred will not be refunded. 

 

Upon cancellation of the Agreement, the Brand Partner may return all generic sales aids purchased within twelve (12) months from the date of cancellation for a refund if they are unable to sell or use the merchandise. A Brand Partner may only return sales aids they personally purchased from the Company under their Brand Partner Identification Number and which are in Resalable Condition. Any custom orders of printed sales aids (i.e., business cards, brochures, etc.) whereon the Brand Partner’s contact information is imbedded or hard printed, or has been added by the Brand Partner, are not able to be returned in resalable condition thus are nonrefundable. Upon Company’s receipt of the products and sales aids, the Brand Partner will be reimbursed ninety percent (90%) of the net cost of the original purchase price(s), less shipping and handling charges. If the purchases were made through a credit card, the refund will be credited back to the same credit card account. The Company shall deduct from the reimbursement paid to the Brand Partner any commissions, bonuses, rebates or other incentives received by the Brand Partner which were associated with the merchandise that is returned.

 

6.2       Physical Product Return Process

 

A.        All returns, whether by a Customer/Brand Partner, must be made as follows:

 

I.          Obtain Return Merchandise Authorization (“RMA”) from Company;

 

II.        Ship items to the address provided by Company Customer Service when you are given your RMA.

 

III.       Provide a copy of the invoice with the returned products or service. Such invoice must reference the RMA and include the reason for the return.

 

IV.       Ship back product in manufacturer’s box exactly as it was delivered.

 

B.        All returns must be shipped to Company pre-paid, as Company does not accept shipping collect packages. Company recommends shipping returned product by UPS or FedEx with tracking and insurance as risk of loss or damage in shipping of the returned product shall be borne solely by the Customer or Brand Partner. If returned product is not received at Company Distribution Center, it is the responsibility of the Customer, or Brand Partner to trace the shipment and no credit will be applied.

 

C.        A Brand Partner’s return of $500 or more worth of products accompanied by a request for a refund within a single calendar year may constitute grounds for involuntary termination, unless Brand Partner is able to show good cause for such return. Company shall review and make its determination at its sole discretion.

 

6.3       Refund of Fees

 

For both Customers and Brand Partners alike, the Company offers a 30-day satisfaction guarantee on all initial fees paid to the Company.  All subsequent fees are nonrefundable. When a refund is requested the bonuses and commissions attributable to the refunded service will be deducted from said Brand Partner who received bonuses or commissions on such sales. Deductions will occur in the month in which the refund is given and continue every pay period thereafter until the commission is recovered.

 

7.0       PRIVACY POLICY

 

7.1       Introduction

 

This policy is to ensure that all Customers/Brand Partners understand and adhere to the basic principles of confidentiality. For more information on the Company’s privacy practices and procedures,  please refer to the Company Privacy Policy found on the corporate website.

 

Each Brand Partner is responsible for keeping their Brand Partner Information up to date and accurate and must immediately update any changes in their back office. It is particularly important that a Brand Partner provides Company with their current email address, since email is one of the primary ways that Company and a Brand Partner’s upline will communicate with the Brand Partner. By agreeing to these Policies and Procedures, the Brand Partner consents to Company Privacy Policy and to receiving emails from Company as well as from their upline. Each Brand Partner may modify their Brand Partner Information (e.g., update an address, phone number or email address). Brand Partner agrees that Company may share with Brand Partner’s upline their name, telephone number, address, email address and select sales performance data for all Brand Partners in their downline. No Social Security Number nor credit card number shall be shared with a Brand Partner’s upline without separate express permission by Brand Partner to allow such personal information sharing. By providing their email address and telephone number, Brand Partner agrees to disclose their email address and telephone number to Company as well as to their upline. Brand Partner further acknowledges that information provided to Company by Brand Partner will be shared with and processed by Company corporate offices.

 

 

 

7.2       Expectation of Privacy

 

Company recognizes and respects the importance its Customers/Brand Partners place on the privacy of their financial and personal information. Company will make reasonable efforts to safeguard the privacy of and maintain the confidentiality of its Customers’/Brand Partners’ financial and account information and non-public personal information.

 

7.3       Employee Access to Information

 

Company limits the number of employees who have access to Customer’s/Brand Partner’s nonpublic personal information.

 

7.4       Restrictions on the Disclosure of Account Information

 

Company will not share non-public personal information or financial information about current or former Customers/Brand Partners with third parties, except as permitted or required by laws and regulations, court orders, or to serve the Customers’/Brand Partners’ interests or to enforce its rights or obligations under these Policies and Procedures, the Brand Partner’s Agreement, or with express written permission from the accountholder on file.

 

7.5       Security and Security Breaches

 

All Brand Partners must adopt, implement and maintain appropriate administrative, technical and physical safeguards to protect against anticipated threats or hazards to the security of confidential information, including Customer & Brand Partner Data. These safeguards must be appropriate to the sensitivity of the information. Appropriate safeguards for electronic and paper records may include but are not limited to: (i) encrypting data before electronically transmitting it; (ii) storing records in a secure location; and (iii) password-protecting computer files and securely shredding paper files containing confidential information. Brand Partners must keep confidential information secure from all persons who do not have legitimate business needs to see or use such information. Brand Partners must ensure they obtain and maintains consent from prospective Customers/Brand Partners and existing Customers/Brand Partners before sharing such data with the Company.

 

Brand Partners must comply with all applicable privacy and data security laws, including any security breach notification laws. Without limitation of the preceding sentence, in the event of an actual or suspected Security Breach affecting Company’s data, the applicable Brand Partners shall first promptly notify the Company Compliance Department in writing after becoming aware of such Security Breach, and if instructed by the Compliance Department, notify applicable Customers/Brand Partners. Any such notification to Customers/Brand Partners shall be made in compliance with the applicable law and shall specify the following: (i) the extent to which Customer/Brand Partner Data was or was suspected to be disclosed or compromised; (ii) the circumstances of the Security Breach; (iii) the date or period of time on which it occurred; (iv) a description of the information affected; (v) a description of the steps taken to reduce the risk of harm from the Security Breach; (vi) contact information for a person able to answer questions regarding the Security Breach; (vii) any other information required by the applicable law; and (viii) in the case of a notice to a privacy commissioner or other regulatory body, an assessment of the risk of harm to any affected persons and an estimate of the number of persons affected. Brand Partners shall promptly comply with all applicable information Security Breach disclosure laws. Brand Partners, at their expense, shall cooperate with Company, any applicable privacy commissioner or other regulatory body and the applicable Customers/Brand Partners and use their best efforts to mitigate any potential damage caused by a breach of their obligations under the Brand Partner Agreement or any law applicable to confidential data, including by sending notice to the affected individuals, applicable agencies and consumer reporting agencies, if such notification is required the Company in its sole and absolute discretion.

 

7.6       Privacy and Confidentiality

 

All Brand Partners are required to abide by the Company’s Privacy Policy with regard to Brand Partner and Customer information.

 

7.7       The Data Management Rule

 

The Data Management Rule ( the “Rule”) is intended to protect the LOS for the benefit of all Brand Partners, as well as the Company. LOS information is information compiled by the Company that discloses or relates to all or part of the specific arrangement of sponsorship within the Company business, including, without limitation, Brand Partner lists, sponsorship trees, and all Brand Partner information generated therefrom, in its present and future forms. The Company LOS, constitutes a commercially advantageous, unique, and proprietary trade secret (“Proprietary Information”), which it keeps proprietary and confidential and treats as a trade secret. Company is the exclusive owner of all Proprietary Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by the Company and its Brand Partners. Through this Rule, Brand Partners are granted a personal, non-exclusive, non-transferable and revocable right by the Company to use Proprietary Information only as necessary to facilitate their business as contemplated under these Policies. The Company reserves the right to deny or revoke this right, upon reasonable notice to the Brand Partner stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of the Company, such is necessary to protect the confidentiality or value of Proprietary Information. All Brand Partners shall maintain Proprietary Information in strictest confidence and shall take all reasonable steps and appropriate measures to safeguard Proprietary Information and maintain the confidentiality thereof.

 

8.0       PROPRIETARY INFORMATION AND TRADE SECRETS

 

8.1       Business Reports, Lists, and Proprietary Information

 

By completing and signing the Company Brand Partner Agreement, the Brand Partner acknowledges that Business Reports, lists of Customer and Brand Partner names and contact information and any other information, which contain financial, scientific or other information both written or otherwise circulated by Company pertaining to the business of Company (collectively, “Reports”), are confidential and proprietary information and trade secrets belonging to Company.

 

 

8.2       Obligation of Confidentiality

 

A.        During the Term of the Company Brand Partner Agreement and for a period of five (5) years after the termination or expiration of the Brand Partner Agreement between the Brand Partner and Company, the Brand Partner shall not:

 

I.          Use the information in the Reports to compete with Company or for any purpose other than promoting their Company business;

 

II.        Use or disclose to any person or entity any confidential information contained in the Reports, including the replication of the genealogy in another network marketing company. 

 

III.       Trade secrets, Company goodwill, and other Company know-how shall remain confidential beyond the 5-year period.

 

8.3       Breach and Remedies

 

The Brand Partner acknowledges that such proprietary information is of such character as to render it unique and that disclosure or use thereof in violation of this provision will result in irreparable damage to Company and to independent Company businesses. Company and its Brand Partners will be entitled to injunctive relief or to recover damages against any Brand Partner who violates this provision in any action to enforce its rights under this Section. The prevailing party shall be entitled to an award of attorney’s fees, court costs and expenses.

 

8.4       Return of Materials

 

Upon demand by Company, any current or former Brand Partner will return the original and all copies of all “Reports” to Company together with any Company confidential information in such person’s possession.

 

9.0       ADVERTISING, PROMOTIONAL MATERIAL, USE OF COMPANY NAMES

AND TRADEMARKS

 

9.1       Labeling, Packaging, and Displaying Products

 

A.        A Company Brand Partner may not re-label, re-package, refill, or alter labels of any Company product or service, information, materials or program(s) in any way.  Company products and services must only be sold in their original containers from Company. Such re-labeling or re-packaging violates federal, state and provincial laws, which may result in criminal or civil penalties or liability.

 

B.        A Company Brand Partner shall not cause any Company product or service or any Company trade name to be sold or displayed in retail establishments except:

 

I.          Where professional services are the primary source of revenue and the product sales are secondary (e.g., doctor’s offices, clinics, health clubs, spas and beauty salons);

 

II.        Where the retail establishment is owned or managed by the Brand Partner and the store does not exceed one million dollars ($1,000,000 million USD) in annual gross revenue, and there are five (5) or fewer stores under common ownership of management.

 

C.        Company will permit Brand Partners to solicit and make Commercial Sales upon prior written approval from Company. For the purpose of these Policies and Procedures, the term “Commercial Sale” means the sale of:

 

I.          Company products that equal or exceed five thousand dollars ($5,000 USD) in a single order;

 

II.        Products sold to a third party who intends to resell the products to an end consumer.

 

D.        A Brand Partner may sell Company products and services and display the Company trade name at any appropriate display booth (such as trade shows) only upon prior written approval from Company.

 

E.         Company reserves the right to refuse authorization to participate at any function that it does not deem a suitable forum for the promotion of its products and services, or the Company opportunity.

 

9.2       Use of BlackOxygen Organics Names and Protected Materials

 

A.        A Company Brand Partner must safeguard and promote the good reputation of Company and the products and services it markets. The marketing and promotion of Company, the Company sales opportunity, the Company Compensation Plan, and Company products and services will be consistent with the public interest and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct and practices.

 

B.        All promotional materials supplied or created by Company must be used in their original form and cannot be changed, amended or altered except with prior written approval from the Company Compliance Department.

 

C.        The name of Company, each of its product and service names and other names that have been adopted by Company in connection with its business are proprietary trade names, trademarks and service marks of Company. As such, these marks are of great value to Company and are supplied to Brand Partners for their use only in an expressly authorized manner.

 

D.        A Company Brand Partner’s use of the name “BlackOxygen Organics,” or other related names is restricted to protect Company proprietary rights, ensuring that the Company protected names will not be lost or compromised by unauthorized use. Use of the Company name on any item not produced by Company is prohibited except as follows:

 

I.          [Brand Partner’s name] Independent Company Brand Partner; or

 

II.        [Brand Partner’s name] Independent Brand Partner of Company products and services.

 

E.         Further procedures relating to the use of the Company name are as follows:

 

I.          All stationary (i.e., letterhead, envelopes, and business cards) bearing the Company name or logo intended for use by the Brand Partner must be approved in writing by the Company Compliance Department.

 

II.        Company Brand Partners may list “Independent Company Brand Partner” or simply “Company Brand Partner” in online directories under their own name.

 

III.       Company Brand Partners may not use the name Company, or any form thereof, in answering their telephone, creating a voice message or using an answering service, such as to give the impression to the caller that they have reached the corporate office. They may state, “Independent Company Brand Partner.”

 

F.         Certain photos and graphic images used by Company in its advertising, packaging, and websites are the result of paid contracts with outside vendors that do not extend to Brand Partners. If a Brand Partner wants to use these photos or graphic images, they must negotiate individual contracts with the vendors for a fee.

 

G.        A Company Brand Partner shall not appear on or make use of television or radio or make use of any other media to promote or discuss Company or its programs, products or services without prior written permission from the Company Compliance Department.

 

H.        A Brand Partner may not produce for sale or distribution any Company event or speech, nor may a Brand Partner reproduce Company audio or video clips for sale or for personal use without prior written permission from the Company Compliance Department.

 

I.          Company reserves the right to rescind its prior approval of any sales aid or promotional material to comply with changing laws and regulations and may request the removal from the marketplace of such materials without financial obligation to the affected Brand Partner.

 

J.         A Brand Partner shall not promote non-Company products or services in conjunction with Company products or services on the same websites or same advertisement without prior approval from the Company Compliance Department.

 

K.        Claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any products offered by Company may not be made except those contained in Official Company literature.  In particular, no Brand Partner may make any claim that Company products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only do such claims violate Company policies, but also they potentially violate federal and state laws and regulations, including the federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act.

 

I.               As a Brand Partner, you should only make product claims as the ones found on Company product labeling, Company advertisements, or Official Company Materials. Per the Dietary Supplement Health and Education Act of 1994 (DSHEA), only Structure/Function, Qualified Health, and Nutrient Content Claims may be made regarding dietary supplements. Therefore, the mentioning of ANY disease in conjunction with any Company dietary supplement is NOT compliant and cannot be tolerated.

 

II.             Personal health testimonials regarding Company products posted on any company-sponsored, as well as personal social media platforms, are considered by the Food and Drug Administration (“FDA”) to be product claims and therefore, subject to DSHEA regulations. Please take care to represent our products truthfully and accurately. Even though you or someone you know may have a specific experience with a specific disease, and even if a claim is a direct quote, it must adhere to these guidelines in order to be compliant and approved for use. The following disclaimer should be used with EVERY testimonial:

 

Individual results can and will vary.  My testimonial is not necessarily representative of all those who use Company products.  All participants giving testimonials utilized a complete health regimen that incorporates Company products, food supplements, physical activity and or a reasonable diet

 

III.           “Before and after” photos claiming results for conditions other than those indicated on the product labeling may not be used for any purpose. Brand Partners may use the “before and after” photos and product stories that Company publishes in support of the Company products. “Before and after” photos and product testimonials may be submitted for suggested publication via the Company Compliance Department.

 

9.3       E-mail Limitations

 

A.        Except as provided in this Section, a Brand Partner may not use or transmit email, mass email distribution, or “spamming” that advertises or promotes the operation of their Company business. The exceptions are:

 

I.          E-mailing any person who has given prior permission or invitation;

 

II.        E-mailing any person with whom the Brand Partner has established a prior business or personal relationship.

 

B.        In all states where prohibited by law, a Brand Partner may not transmit, or cause to be transmitted through a third party, (by telephone, facsimile, computer or other device), an unsolicited advertisement to any equipment, which has the capacity to transcribe text or images from an electronic signal received over a regular telephone line, cable line, ISDN, T1 or any other signal carrying device, except as set forth in this Section.

 

C.        All e-mail or computer broadcasted documents subject to this provision shall include each of the following:

 

I.          A clear and obvious identification that the fax or e-mail message is an advertisement or solicitation. The words “advertisement” or “solicitation” should appear in the subject line of the message;

 

II.        A clear return path or routing information;

 

III.       The use of legal and proper domain name;

 

IV.       A clear and obvious notice of the opportunity to decline to receive further commercial e-mail messages from the sender;

 

V.        Unsubscribe or opt-out instructions should be the very first text in the body of the message box in the same size text as the majority of the message;

 

VI.       The true and correct name of the sender, valid senders’ e-mail address, and a valid sender physical address;

 

VII.     The date and time of the transmission; and

 

VIII.    Upon notification by recipient of their request not to receive further e-mailed documents, a Company Brand Partner shall not transmit any further documents to that recipient.

 

D.        All e-mail or computer broadcasted documents subject to this provision shall not include any of the following;

 

I.          Use of any third party domain name without permission;

 

II.        Sexually explicit materials.

 

9.4       Internet and Third-Party Website Restrictions

 

A.            A Brand Partner may not use or attempt to register any of Company's trade names, trademarks, service names, service marks, product names, URLs, advertising phrases, the Company’s name or any derivative thereof, for any purpose including, but not limited to, Internet domain names (URL), third party websites, e-mail addresses, web pages, blogs, or social media (for more information on social media guidelines please refer to Section 9.5 below).

 

B.             A Company Brand Partner MAY NOT sell Company products, services or offer the sales opportunity using “online auctions,” such as eBay®, or on online marketplaces like Etsy, Amazon, Craigslist, Facebook Marketplace, etc.

 

This rule is required for many reasons, including consumer protection, compliance with laws regarding the Company products/services and to protect Company Brand Partners from losing potential enrollments of Customers/Brand Partners who may be reluctant to engage in the Company sales opportunity because they view the third-party sites as a competitive source of supply.

 

C.             Brand Partners may only sell Company products/services through their Company replicated website (“Replicated Website”) or the Company corporate website. Brand Partners may not have any other third-party websites (defined as a website that is not Company-approved personal website hosted on non-Company servers and with no affiliation with Company). Please note that a third-party website does not include social networking and social media sites (as further discussed in Section 9.5. Any Brand Partner who wishes to develop their own third-party website must submit a properly completed third-party website application and agreement and receive Company’s prior written approval before going live with such a website. Third-party websites may be used to promote your business and Company’s products and services so long as the third-party website adheres to Company’s advertising policies. Moreover, no orders may be placed through third-party websites and no enrollments may occur through a third-party website. If you wish to use any third-party website, you must do the following:

 

a.              Identify yourself as a Brand Partner for Company;

b.              Use only the approved images and wording authorized by Company;

c.              Adhere to the branding, trademark, and image usage policies described in this document;

d.              Adhere to any other provision regarding the use of a third-party website described in this document;

e.              Agree to give the Compliance Department at Company access to the third-party website and, if the website is password protected, the Compliance Department must receive passwords or credentials allowing unlimited access; and

f.               Agree to modify your website to comply with current or future Company policies.

 

D.            All marketing materials used on a Brand Partner’s third-party website must be provided by Company or approved in writing by Company.

 

E.             To avoid confusion, the following three elements must also be prominently displayed at the top of every page of your third-party website:

 

1.              The Company Brand Partner Logo

2.              Your Name and Title

3.              Company Corporate Website Redirect Button

 

F.             A Brand Partner may not use third-party sites that contain materials copied from corporate sources (such as Company brochures, CDs, videos, tapes, events, presentations, and corporate websites). This policy ensures brand consistency, allows Customers and Brand Partners to stay up to date with changing products, services and information, facilitates enrollment under the correct Sponsor, and assists in compliance with government regulations.

 

G.            Company products may be displayed with other products or services on a Brand Partner’s third-party website so long as the other products and services are consistent with Company values and are not marketed or sold by a competing network-marketing company.

 

H.            If the independent Company business of a Brand Partner who has received authorization to create and post a third-party website is voluntarily or involuntarily canceled for any reason or if Company revokes its authorization allowing the Brand Partner to maintain a third-party website, the Brand Partner shall assign the URL to their third-party website to the Company within three (3) days from the date of the cancellation and/or re-direct all traffic to the site as directed by the Company. Company reserves the right to revoke any Brand Partner’s right to use a third-party website at any time if Company believes that such revocation is in the best interest of Company, its Brand Partners, and Customers. Decisions and corrective actions in this area are at Company’s sole discretion.

 

9.5       Social Networking and Social Media

 

A.            Brand Partners may join social networking and/or social media sites, online forums, discussion groups, and blogs to leverage the power of the Company brand and to communicate the benefits of the Company products and sales opportunity. Online social pages belonging to a Brand Partner may be used to drive traffic to a Replicated Website or to the Company Corporate Website.

 

B.             Company-dedicated accounts on social media may never be used to promote other business opportunities, other products or services, etc. A Brand Partner may post suggestions to visit, like, or follow the business page on their personal page. A Brand Partner may also post artwork or other tangential-to-business posts on their personal pages, but no enticements, ads, offers, non-Company product announcements, etc. may be posted on the personal pages.

 

C.             Social networks and social media sites include but are not limited to such sites as Facebook, Instagram, Pinterest, LinkedIn, Twitter, etc. Brand Partners may use their own social networking profiles to advertise and promote their Company businesses and the Company products, and direct traffic to their respective Replicated Website or the Company Corporate Website. However, no actual sales of Company products, however, may be processed on social networking profiles or groups and no pricing may be shown on an image or in the text of a post. Banner ads and images used on these sites must be current and must come from the Company approved library.

 

D.            PROFILES A BRAND PARTNER GENERATES IN ANY SOCIAL COMMUNITY WHERE COMPANY IS DISCUSSED OR MENTIONED MUST CLEARLY IDENTIFY THE BRAND PARTNER AS A COMPANY BRAND PARTNER, and when a Brand Partner participates in those communities, Brand Partner must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at Company’s sole discretion, and offending Brand Partners will be subject to disciplinary action.

 

E.             Brand Partners are personally responsible for their postings and all other online activity that relates to Company. Therefore, even if a Brand Partner does not own or operate a blog or social media site, if a Brand Partner makes a post that relates to Company or which can be traced to the Company, the Brand Partner is responsible for the posting. Brand Partners are also responsible for postings which occur on any blog or social media site that the Brand Partner owns, operates or controls. Company reserves the right to require the removal of non-compliant or infringing posts from any Brand Partner’s social media pages and may terminate the Brand Partner Agreement of any Brand Partner who materially or repeatedly breaches this Section. Postings that are false, misleading or deceptive are strictly prohibited. This includes, but is not limited to, false or deceptive postings relating to the Company, Company income opportunity, Company products, and/or Brand Partner information and credentials. Further, Brand Partners MAY NOT make any posting, or link to any posting or other material, that:

 

I.          Is sexually explicit, obscene, or pornographic;

 

II.        Is profane, hateful, threatening, defamatory, libelous, harassing or discriminatory in any way, shape or form;

 

III.       Is solicitous of any unlawful behavior;

 

IV.       Engages in personal attacks on any individual, group or entity;

 

V.        Is in violation of any intellectual property rights of the Company or any third party; or

 

VI.       Is not consistent with the standards as set forth in these Policies and Procedures.

 

F.             Anonymous postings or use of an alias on any social network or media site is prohibited, and offending Brand Partners will be subject to disciplinary action.

 

G.            Brand Partners may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Brand Partners create, or leave must be useful, unique, relevant and specific to the blog’s article.

 

H.            Brand Partners must disclose their full name on all social network and media postings, and conspicuously identify themselves as an independent Brand Partner for Company. 

 

I.               As a Company Brand Partner, it is important to not converse with any person who places a negative post against you, other Brand Partners, or Company.  Report negative posts to the Company Compliance Department.  Responding to such negative posts often simply fuels a discussion with someone carrying a grudge that does not hold themselves to the same high standards as Company, and therefore damages the reputation and goodwill of Company.

 

J.              The distinction between a social networking and/or media site and a third-party website may not be clear-cut. Because some social networking and/or media sites are particularly robust, Company therefore reserves the sole and exclusive right to classify certain sites as third-party websites and require that Brand Partners using, or who wish to use, such sites adhere to the Company’s policies relating to third-party websites.

 

K.            If your Company business is cancelled for any reason, you must discontinue using the Company name, and all of Company’s trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all social websites that you utilize.  If you post on any social website on which you have previously identified yourself as an independent Company Brand Partner, you must conspicuously disclose that you are no longer an independent Company Brand Partner. Absent such disclosure, Brand Partner comments and actions may be construed as being taken on behalf of Company and Brand Partner shall be responsible for indemnifying Company for such actions if any action is taken against Company. 

 

L.             Failure to comply with these Policies for conducting business online may result in the Brand Partner losing their right to advertise and market Company products, services and Company’s sales opportunity online in addition to any other disciplinary action available under these Policies and Procedures.

 

M.           Brand Partners may wish to have “private” and/or “closed” social media groups, specifically Facebook Groups, for their particular Customers or for their particular downline. These groups are permitted as long as the groups are conducted and operated in a manner consistent with these Policies and Procedures and all other agreements between Company and Brand Partner. In order to create a particular social media group, the Brand Partner organizing the group must inform Company’s Compliance Department support@blackoxygenorganics.com and invite Ashley Holden (“Compliance”) to the individual group so that Company may monitor the contents of the group and ensure that these Policies and Procedures are being appropriately followed. Compliance will not comment on, like, share, or otherwise interact with, a post within any specific group in which Compliance is a member. Compliance will review from time to time and make note of certain interactions or occurrences and notify Company and Brand Partner if any potentially questionable or otherwise violative activity takes place that could warrant disciplinary action under these Policies and Procedures or other agreements between Company and Brand Partner. These monitoring features will also permit Compliance to notify a Brand Partner on the front end of a potential issue as opposed to having to take more extreme measures on the back end.

 

N.            Brand Partners must verify that individuals being added to private or closed groups are, in fact, Company Customers. Such private or closed groups are limited to only those Brand Partners and Customers within a particular upline or downline as that specific group is for the interaction between members of a team. If a Customer no longer is a Customer, in any regard, then the Customer must be removed from the group within 24 hours of the change. (e.g., Customer does not purchase product for X amount of time or Customer becomes a Brand Partner under a different genealogy than the current group). Upon termination, either voluntary or involuntary, cancellation, dismissal, winding up the business or any other reason for a Brand Partner may no longer be involved with Company, the Brand Partner must notify Compliance immediately of all accounts that would fall under this Section and category, post in the group that you are no longer associated with Company and will be disbanding the specific group, and then subsequently close and delete the group permanently.

 

9.6       Advertising and Promotional Materials

 

A.        You may not advertise any Company products or services at a price LESS than the highest company published, established retail price of ONE offering of the Company product or service plus shipping, handling and applicable taxes. No special enticement advertising is allowed. This includes, but is not limited to, offers of a free business, free shipping, or other such offers that grant advantages beyond those available through the Company.

 

B.        Advertising and all forms of communications must adhere to principles of honesty and propriety.

 

C.        All advertising, including, but not limited to, print, Internet, computer bulletin boards, television, radio, etc., are subject to prior written approval by the Company Compliance Department. Further, all requests for approval for advertising must be directed in writing to the Company Compliance Department.

 

D.        Company approval is not required to place blind ads that do not mention Company its employees, any of its products, services, designs, symbols, programs, and trademarked, copyrighted, or otherwise protected materials. However, a Brand Partner may not purchase (or encourage or solicit any third party to purchase) any term containing Company, its products, programs, trademarks, copyright and any other protected material as a meta-tag, keyword, paid search term, sponsored advertisement or sponsored link in markets in which Company conducts business.

 

E.         Company reserves the right to rescind its prior approval of submitted advertising or promotional materials in order to comply with changing laws and regulations and may require the removal of such advertisements from the marketplace without obligation to the affected Brand Partner.

 

9.7       Testimonial Permission

 

By signing the Company Brand Partner Agreement, a Brand Partner gives Company permission to use their testimonial or image and likeness in corporate sales materials, including but not limited to print media, electronic media, audio and video. In consideration of being allowed to participate in the Company sales opportunity, a Brand Partner waives any right to be compensated for the use of his or her testimonial or image and likeness even though Company may be paid for items or sales materials containing such image and likeness. In some cases, a Brand Partner’s testimonial may appear in another Brand Partner’s advertising materials. If a Brand Partner does not wish to participate in Company sales and marketing materials, he or she should provide a written notice to the Company Compliance Department to ensure that his or her testimonial or image and likeness will not be used in any corporate materials, corporate recognition pieces, advertising or recordings of annual events.

 

9.8       Telemarketing Limitations

 

A.        A Company Brand Partner must not engage in telemarketing in relation to the operation of the Brand Partner’s Company business. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of Company products or services, or to recruit them for the Company opportunity.

 

B.        The Federal Trade Commission (“FTC”) and the Federal Communications Commission (“FCC”) each have laws that restrict telemarketing practices. Both federal agencies, as well as a number of States have “do not call” regulations as part of their telemarketing laws.

 

C.        While a Brand Partner may not consider themselves a “telemarketer” in the traditional sense, these regulations broadly define the term “telemarketer” and “telemarketing” so that the unintentional action of calling someone whose telephone number is listed on the Federal “Do Not Call” registry could cause the Brand Partner to violate the law. These regulations must not be taken lightly, as they carry significant penalties (up to $11,000 per violation).

 

D.        “Cold calls” or “state-to-state calls” made to prospective Customers, or Brand Partners that promote either Company products, services or the Company opportunity is considered telemarketing and is prohibited.

 

E.         Exceptions to Telemarketing Regulations

 

A Company Brand Partner may place telephone calls to prospective Customers, or Brand Partners under the following limited situations:

 

I.          If the Brand Partner has an established business relationship with the prospect;

 

II.        In response to the prospect’s personal inquiry or application regarding a product or service offered by the Company Brand Partner, within three (3) months immediately before the date of such a call;

 

III.       If the Brand Partner receives written and signed permission from the prospect authorizing the Brand Partner to call;

 

IV.       If the call is to family members, personal friends, and acquaintances. However, if a Brand Partner makes a habit of collecting business cards from everyone they meet and subsequently calls them, the FTC may consider this a form of telemarketing that is not subject to this exemption;

 

V.        Company Brand Partners engaged in calling “acquaintances,” must make such calls on an occasional basis only and not as a routine practice.

 

F.         A Brand Partner shall not use automatic telephone dialing systems in the operation of his or her Company businesses.

 

G.        Failure to abide by Company policies or regulations as set forth by the FTC and FCC regarding telemarketing may lead to sanctions against the Brand Partner’s business, up to and including termination of the business.

 

H.        By signing the Brand Partner Agreement, or by accepting commission checks, other payments or awards from Company, a Brand Partner gives permission to Company and other Brand Partners to contact them as permitted under the Federal Do Not Call regulations.

 

I.          In the event a Brand Partner violates this Section, Company reserves the right to initiate legal proceedings to obtain monetary or equitable relief.

 

 

 

 

9.9       International Marketing Policy

 

A.        A Company Brand Partner is authorized to sell Company products and services to Customers and Brand Partners only in the countries in which Company is authorized to conduct business, according to the Policies and Procedures of each country. Company Brand Partners may not sell products or services in any country where Company products and services have not received applicable government authorization or approval.

 

B.        A Brand Partner may not, in any unauthorized country, conduct sales, enrollment or training meetings, enroll or attempt to enroll potential Customers, or Brand Partners, nor conduct any other activity for the purpose of selling Company products and services, establishing a sales organization, or promoting the Company sales opportunity.

 

10.0     CHANGES TO A BRAND PARTNER’S BUSINESS

 

10.1     Modification of the Brand Partner Agreement

 

A Company Brand Partner may modify their existing Brand Partner Agreement (i.e., change a social security number to a Federal ID number, add a spouse or partner to the account, or change the form of ownership from an individual to a Business Entity owned by the Brand Partner) by submitting a written request, accompanied by a new Brand Partner Agreement and the Business Registration Form, if applicable, completed with fresh signatures (not a “crossed out” or “white-out” version of the first Agreement), and any appropriate supporting documentation.

 

10.2     Change Sponsor or Placement for Active Brand Partners

 

A.        In conjunction with Section 2.6, maintaining the integrity of the organizational structure is mandatory for the success of Company and our independent Brand Partners. As such, under exceptional circumstances at the discretion of the Company, a request to change placement may only be made within the first thirty (30) days of initial enrollment as a Brand Partner. Furthermore, such changes may only occur within the same organization.

 

B.        Sponsors may make “Placement changes” from one Brand Partner to another for personally Sponsored (frontline) Brand Partners during the first thirty (30) days of enrollment.

 

C.        New Brand Partners or their original Sponsor may request a change of Sponsor or Placement within the first thirty (30) days of enrollment for the purpose of structuring an organization. The new Brand Partner Agreement must be received within the calendar month for commission calculations to be effective with the requested change.

 

D.        To change or correct the Sponsor, a Brand Partner must comply with following procedures:

 

I.          Submit a Sponsor Placement Transfer Form;

 

II.        Submit a Company Brand Partner Agreement showing the correct Sponsor and Placement and any appropriate supporting documentation;

 

III.       The Brand Partner Agreement must be a new, completed document bearing “fresh” signatures, not a “crossed-out” or “white-out” version of the first Agreement.

 

E.         Upon approval, the Brand Partner’s downline, if any, will transfer with the Brand Partner.

 

F.         If one transfer has already been made a $20 fee will be assessed for the second and for each transfer thereafter.

 

G.        After the first thirty (30) days from initial enrollment, Company will honor the Sponsor/Placement as shown:

 

I.          On the most recently signed Brand Partner Agreement on file; or

 

II.        Self-enrolled on the website (i.e., electronically signed Agreement).

 

H.        Company retains the right to approve or deny any requests to change Sponsor or Placement, and to correct any errors related thereto at any time and in whatever manner it deems necessary.

 

10.3     Change Sponsor or Placement for Inactive Brand Partners

 

A.        At the discretion of Company, Brand Partners who remained inactive for a period of twelve (12) months, and who have not tendered a letter of resignation, are eligible to re-enroll in Company under the Sponsor/Placement of their choice.

 

B.        Upon written notice to Company that a former Brand Partner wishes to re-enroll, Company will “compress” (close) the original account. A new Company ID number will then be issued to the former Brand Partner.

 

C.        Such Brand Partner does not retain former rank, downline, or rights to commission checks from their former organizations.

 

D.        Company reserves the right to correct Sponsor or Placement errors at any time and in whatever manner it deems necessary.

 

10.4     Unethical Sponsoring

 

A.        Unethical sponsoring activities include, but are not limited to, enticing, bidding or engaging in unhealthy competition in trying to acquire a prospect or new Brand Partner from another Brand Partner or influencing another Brand Partner to transfer to a different sponsor.

 

F.             Allegations of unethical sponsoring must be reported in writing to the Company Compliance Department within the first ninety (90) days of enrollment. If the reports are substantiated, Company may transfer the Brand Partner or the Brand Partner’s downline to another Sponsor, Placement or organization without approval from the current upline Sponsor or Placement Brand Partners. Company remains the final authority in such cases.

 

G.            Company prohibits the act of “Stacking.” Stacking is the unauthorized manipulation of the Company compensation system and/or the marketing plan in order to trigger commissions or cause a promotion off a downline Brand Partner in an unearned manner. One example of stacking occurs when a Sponsor places participants under an inactive downline without their knowledge in order to trigger unearned qualification for commissioning. Stacking is unethical and unacceptable behavior, and as such, it is a punishable offense with measures up to and including the termination of the independent consultant positions of all individuals and/or entities found to be directly involved.

 

H.            Should Brand Partners engage in solicitation and/or enticement of members of another direct sales company to sell or distribute Company products and services to, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration, or mediation is brought against a Brand Partner alleging that they engaged in inappropriate recruiting activity of another company’s sales force or Customers, Company will not pay any of Brand Partner’s defence costs or legal fees, nor will Company indemnify the Brand Partner for any judgment, award, or settlement.

 

10.5     Sell, Assign or Delegate Ownership

 

A.        In order to preserve the integrity of the hierarchical structure, it is necessary for Company to place restrictions on the transfer, assignment, or sale of a business.

 

B.        A Company Brand Partner may not sell or assign their rights or delegate their position as a Brand Partner without prior written approval by Company, as approval will not be unreasonably withheld. Any attempted sale, assignment, or delegation without such approval may be voided at the discretion of Company.

 

C.        Prior to Company approval, the selling Brand Partner must first offer their position to their upline Sponsor. The Sponsor shall have five (5) business days in which to accept the offer. If Sponsor accepts the offer, they must provide the Company with written notice of acceptance. If the Sponsor declines the offer, the selling Brand Partner may offer the position to another buyer.  

 

D.        Should the sale be approved by Company, the Buyer assumes the position of the Seller at the current qualified title, but at the current “paid as” rank, at the time of the sale and acquires the Seller’s Downline.

 

E.         To request corporate authorization for a sale or transfer of a Company business, the following items must be submitted to the Company Compliance Department:

 

I.          A Sale/Transfer of Business Form properly completed, with the requisite signatures;

 

II.        A copy of the Sales Agreement signed and dated by both Buyer and Seller;

 

III.       A Company Brand Partner Agreement completed and signed by the Buyer;

 

IV.       Payment of the $100 administration fee;

 

V.        Any additional supporting documentation requested by Company.

 

F.         Any debt obligations that either Seller or Buyer may have with Company must be satisfied prior to the approval of the sale or transfer by Company.

 

G.        A Company Brand Partner who sells their business is not eligible to re-enroll as a Company Brand Partner in any organization for six (6) full calendar months following the date of the sale except as otherwise expressly set forth in these Policies and Procedures.

 

H.        Protection of existing LOS must always be maintained so that the Company business continues to be operated in that LOS.

 

I.          The selling Brand Partner must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer, or assign a Company business.

 

10.6     Separating a BlackOxygen Organics Business

 

Company Brand Partners sometimes operate their Company businesses as spouse-spouse partnerships, regular partnerships, corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership, or trust (the latter three entities are collectively referred to herein as “entities”) may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the LOS. If the separating parties fail to provide for the best interests of other Brand Partners and the Company in a timely fashion, the Company will involuntarily terminate the Brand Partner Agreement.

 

During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:

 

A.   One of the parties may, with consent of the other(s), operate the Company business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners, or trustees authorize the Company to deal directly and solely with the other spouse or non-relinquishing shareholder, partner, or trustee; or

 

B.    The parties may continue to operate the Company business jointly on a “business-as-usual” basis, whereupon all compensation paid by the Company will be paid according to the status quo as it existed prior to the divorce filing or dissolution proceedings. This is the default procedure if the parties do not agree on the format set forth above. The Company will never remove a party to a position from a Brand Partner account without that party’s written permission and signature. Under no circumstances will the downline organization of divorcing spouses or a dissolving business entity be divided. Under no circumstances will the Company split commission and bonus checks between divorcing spouses or members of dissolving entities. Company will recognize only one downline organization and will issue only one commission check per Company business per commission cycle. Commission checks shall always be issued to the same individual or entity. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the business in a timely fashion as determined by the Company, the Brand Partner Agreement shall be involuntarily cancelled. If a former spouse has completely relinquished all rights in the original Company business pursuant to a divorce, they are thereafter free to enroll under any sponsor of their choosing without waiting six (6) calendar months. In the case of business entity dissolutions, the former partner, shareholder, member, or other entity affiliate who retains no interest in the business must wait six (6) calendar months from the date of the final dissolution before re-enrolling as a Brand Partner. In either case, however, the former spouse or business affiliate shall have no rights to any Brand Partners in their former organization or to any former customer. They must develop the new business in the same manner as would any other new Brand Partner.

 

10.7     Succession

 

A.        Upon the death or incapacity of a Brand Partner, the Brand Partner’s business may be passed on to their legal successors in interest (successor). Whenever a Company business is transferred by will or other testamentary process, the successor acquires the right to collect all bonuses and commissions of the deceased Brand Partner’s sales organization. The successor must:

 

I.          Complete and sign a new Company Brand Partner Agreement;

 

II.        Comply with the terms and conditions of the Brand Partner Agreement; and

 

III.       Meet all of the qualifications for the last rank achieved by the former Brand Partner.

 

B.        Bonuses and commission checks of a Company business transferred based on this Section will be paid in a single check to the successor. The successor must provide Company with an “address of record” to which all bonus and commission Payments will be sent. Payments will be based on the current performance of the business, not the highest rank or volume achieved.

 

C.        If the business is bequeathed to joint devisees (successors), they must form a business entity and acquire a Federal taxpayer identification number.  Company will issue all bonus and commission payments and one 1099 Miscellaneous Income Tax form to the managing business entity only.

 

D.        Appropriate legal documentation must be submitted to the Company Compliance Department to ensure the transfer is done properly. To affect a testamentary transfer of a Company business, the successor must provide the following to the Company Compliance Department:

 

I.          A certified copy of the death certificate; and

 

II.        A notarized copy of the will or other appropriate legal documentation establishing the successor’s right to the Company business.

 

E.         To complete a transfer of the Company business because of incapacity, the successor must provide the following to the Company Compliance Department:

 

I.          A notarized copy of an appointment as trustee;

 

II.        A notarized copy of the trust document or other appropriate legal documentation establishing the trustee’s right to administer the Company business; and

 

III.       A completed Brand Partner Agreement executed by the trustee.

 

F.         If the successor is already an existing Brand Partner, Company will allow such Brand Partner to keep their own business plus the inherited business active for up to six (6) months. By the end of the 6-month period, the Brand Partner must have compressed (if applicable), sold or otherwise transferred either the existing business or the inherited business.

 

G.        If the successor wishes to terminate the Company business, they must submit a notarized statement stating the desire to terminate the business, along with a certified copy of the death certificate, appointment as trustee, and/or any other appropriate legal documentation.

 

H.        Upon written request, Company may grant a one (1) month bereavement waiver and pay out at the last “paid as” rank.

 

 

 

 

10.8     Resignation/Voluntary Termination

 

A.        A Brand Partner may immediately terminate their business by submitting a written notice or email to the Company Compliance Department. The written notice must include the following:

 

I.          The Brand Partner’s intent to resign and date of resignation;

 

II.        Company Identification Number and reason for resigning; and

 

III.       Signature.

 

B.        A Company Brand Partner may not use resignation as a way to immediately change Sponsor and Placement. Instead, the Brand Partner who has voluntarily resigned is not eligible to reapply for a business or have any financial interest in a or any Company business for six (6) months from the receipt of the written notice of resignation.

 

10.9     Involuntary Termination

 

A.        Company reserves the right to terminate a Brand Partner’s business for, but not limited to, the following reasons:

 

I.          Violation of any terms and conditions of the Brand Partner Agreement;

 

II.        Violation of any provision in these Policies and Procedures;

 

III.       Violation of any provision in the Compensation Plan;

 

IV.       Violation of any applicable law, ordinance, or regulation regarding the Company business;

 

V.        Engaging in unethical business practices or violating standards of fair dealing; or

 

VI.       Returning over $500 worth of products, services and/or sales tools for a refund within a twelve (12) month period.

 

B.        Company will notify the Brand Partner in writing, at their last known home address or e-mail address of its intent to terminate the Brand Partner’s business and the reasons for termination.

 

C.        If the Brand Partner wishes to provide documentation to appeal Company’s decision, Brand Partner must do so within three (3) business days from the date of termination notice. Company shall then make a decision on whether or not to rescind termination.

 

D.        If the termination is not rescinded, the termination will be effective as of the date of the original termination notice by Company. The former Brand Partner shall thereafter be prohibited from using the names, marks or signs, labels, stationery, advertising, or business material referring to or relating to any Company products or services. Company will notify the active upline Sponsor within ten (10) days after termination. The organization of the terminated Brand Partner will “roll up” to the active Upline Sponsor on record.

 

E.         The Company Brand Partner who is involuntarily terminated by Company may not reapply for a business, either under their present name or any other name or entity, without the express written consent of an officer of Company following a review by the Company Compliance Committee. In any event, such Brand Partner may not reapply for a business for twelve (12) months from the date of termination.

 

10.10   Effect of Cancellation

 

A.        Following a Brand Partner’s cancellation for inactivity or voluntary or involuntary termination (collectively, a “cancellation”) such Brand Partner:

 

I.          Shall have no right, title, claim or interest to any commission or bonus from the sales generated by the Brand Partner’s former organization or any other payments in association with the Brand Partner’s former independent business; 

 

II.        Effectively waives any and all claims to property rights or any interest in or to the Brand Partner’s former Downline organization; and

 

III.       Shall receive commissions and bonuses only for the last full pay period in which they were active prior to cancellation, less any amounts withheld during an investigation preceding an involuntary cancellation, and less any other amounts owed to Company.

 

11.0     WARRANTIES AND LIMITATIONS OF LIABILITY

 

11.1     Warranty; Disclaimer

 

Company warrants to Brand Partners that the Company products as and when delivered by Company shall be free from material defects. Company’s sole obligation to Brand Partners, and Brand Partners’ sole and exclusive remedy, for breach of this warranty shall be to return any defective Company products and receive a replacement or refund as described in Section 6. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE COMPANY PRODUCTS, THE SALES PROGRAM, COMPANY MARKETING MATERIALS, COMPANY BUSINESS SUPPLIES, AND ANY OTHER SUBJECT MATTER OF THE BRAND PARTNER AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY OR COMPLETENESS OF CONTENT, RESULTS, LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, AND CORRESPONDENCE TO DESCRIPTION.

 

11.2     Limitation of Liability

 

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR ANY FAILURE OF ESSENTIAL PURPOSE, IN NO EVENT SHALL A BRAND PARTNER OR COMPANY (INCLUDING ANY OF ITS RELATED PARTIES (AS DEFINED IN SECTION 14E) BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THE BRAND PARTNER AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING BUT NOT LIMITED TO THE COMPANY PRODUCTS, THE PROGRAM, COMPANY MARKETING MATERIALS OR COMPANY BUSINESS SUPPLIES), WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE BRAND PARTNER OR COMPANY (OR ANY OF ITS RELATED PARTIES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN JURISDICTIONS THAT DO NOT GIVE EFFECT TO LIMITED LIABILITY OR EXCULPATORY CLAUSES, THIS PROVISION IS NOT APPLICABLE. IN JURISDICTIONS THAT ALLOW FOR EXCULPATORY OR LIMITED LIABILITY CLAUSES IN A LIMITED MANNER, THIS PROVISION IS APPLICABLE TO THE FULLEST EXTENT ALLOWED BY THE LAW OF SUCH JURISDICTION.

 

12.0     DISCIPLINARY SANCTIONS

 

12.1     Imposition of Disciplinary Action - Purpose

 

It is the spirit of Company that integrity and fairness should pervade among its Brand Partners, thereby providing everyone with an equal opportunity to build a successful business. Therefore, Company reserves the right to impose disciplinary sanctions at any time, when it has determined that a Brand Partner has violated the Agreement or any of these Policies and Procedures or the Compensation Plan as they may be amended from time to time by Company.

 

12.2     Consequences and Remedies of Breach

 

A.        Disciplinary actions may include one or more of the following:

 

I.          Monitoring a Brand Partner’s conduct over a specified period of time to assure compliance;

 

II.        Issuance of a written warning or requiring the Brand Partner to take immediate corrective action;

 

III.       Imposition of a fine (which may be imposed immediately or withheld from future commission payments) or the withholding of commission payments (“Commission Hold”) until the matter causing the Commission Hold is resolved or until Company receives adequate additional assurances from the Brand Partner to ensure future compliance;

 

IV.       Suspension from participation in Company or Brand Partner events, rewards, or recognition;

 

V.        Suspension of the Company Brand Partner Agreement and business for one or more pay periods;

 

VI.       Involuntary termination of the Brand Partner’s Agreement and business;

 

VII.     Any other measure which Company deems feasible and appropriate to justly resolve injuries caused by the Brand Partner’s Policy violation or contractual breach; OR

 

VIII.    Legal proceedings for monetary or equitable relief.

 

13.0     GRIEVANCES & DISPUTE RESOLUTION

 

13.1     Grievances

 

A.        If a Company Brand Partner has a grievance or complaint against another Brand Partner regarding any practice or conduct relating to their respective Company businesses, they are encouraged to resolve the issue directly with the other party. If an agreement cannot be reached, it must be reported directly to the Company Compliance Department as outlined below in this Section.

 

B.        The Company Compliance Department will be the final authority on settling such grievance or complaint and its written decision shall be final and binding on the Brand Partners involved.

 

C.        Company will confine its involvement to disputes regarding Company business matters only. Company will not decide issues that involve personality conflicts or unprofessional conduct by or between Brand Partners outside the context of a Company business. These issues go beyond the scope of Company and may not be used to justify a Sponsor or Placement change or a transfer to another Company organization.

 

D.        Company does not consider, enforce, or mediate third party agreements between Brand Partners, nor does it provide names, funding, or advice for obtaining outside legal counsel.

 

E.         Process for Grievances:

 

I.          The Brand Partner should submit a written letter of complaint (e-mail will not be accepted) directly to the Company Compliance Department. The letter shall set forth the details of the incident as follows:

 

a.         The nature of the violation;

b.         Specific facts to support the allegations;

c.         Date(s) and number(s) of occurrences;

d.         Persons involved; and

e.         Supporting documentation.

 

II.        Upon receipt of the written complaint, Company will conduct an investigation according to the following procedures:

 

a.         The Compliance Department will send an acknowledgment of receipt to the complaining Brand Partner.

b.         The Compliance Department will provide a verbal or written notice of the allegation to the Brand Partner under investigation. If a written notice is sent to the Brand Partner, they will have five (5) business days from the date of the notification letter to present all information relating to the incident for review by Company.

c.         The Compliance Department will thoroughly investigate the complaint and consider all the submitted information it deems relevant, including information from collateral sources. Due to the unique nature of each situation, determinations of the appropriate remedy will be on a case-by-case basis, and the length of time to reach a resolution will vary.

d.         During the course of the investigation, the Compliance Department will only provide periodic updates simply stating that the investigation is ongoing. No other information will be released during that time. Brand Partner calls, letters, and requests for “progress reports” during the course of the investigation will not be answered or returned.

 

E.         Company will make a final decision and timely notify the Company Brand Partners involved.

 

13.2     Liquidated Damages

 

In any case which arises from or relates to the  wrongful  termination of  the  Contract  and/or  an Brand Partner’s business, Company and the Brand Partner agree that damages will be extremely difficult to ascertain. Therefore, the Company and the Brand Partner stipulate that if the involuntary termination of the Contract and/or loss of Brand Partner’s Company business is proven and held to be wrongful under any theory of law, the Brand Partner’s sole remedy will be liquidated damages calculated as follows:

 

a.     For Brand Partners earning $10,000 or more per month below, liquidated damages will be in the amount of their gross compensation that they earned pursuant to the Company’s Compensation Plan in the eighteen (18) months immediately preceding the termination.

 

b.     In any action arising from or relating to the Contract, the Company business, or the relationship between the Company and a Brand Partner, both Parties waive all claims for incidental and/or consequential damages, even if the other Party has been apprised of the likelihood of such damage. The Company and Brand Partner further waive all claims to exemplary and punitive damages.

 

13.3     Dispute Resolution

 

A.            THIS PROVISION CONTAINS AN AGREEMENT THAT AFFECTS HOW CLAIMS A BRAND PARTNER MAY HAVE AGAINST COMPANY, OR CLAIMS COMPANY MAY HAVE AGAINST A BRAND PARTNER, WILL BE RESOLVED. THE PARTIES UNDERSTAND AND AGREE THAT THIS DISPUTE RESOLUTION AGREEMENT OPERATES AS A SEPARATE AND DISTINCT AGREEMENT THAT IS SEVERABLE FROM THE REMAINDER OF THE BRAND PARTNER AGREEMENT AND IS ENFORCEABLE REGARDLESS OF THE ENFORCEABILITY OF ANY OTHER PROVISION OF THE BRAND PARTNER AGREEMENT OR THE BRAND PARTNER AGREEMENT AS A WHOLE. CONSIDERATION FOR THIS DISPUTE RESOLUTION AGREEMENT INCLUDES, WITHOUT LIMITATION, THE PARTIES’ MUTUAL AGREEMENT TO ARBITRATE CLAIMS. THE PARTIES FURTHER UNDERSTAND AND AGREE THAT THE UNENFORCEABILITY OF THE BRAND PARTNER AGREEMENT IN WHOLE OR IN PART SHALL NOT SUPPORT A FINDING THAT THIS DISPUTE RESOLUTION AGREEMENT IS UNENFORCEABLE. THE FEDERAL ARBITRATION ACT (“FAA”) SHALL GOVERN THIS DISPUTE RESOLUTION AGREEMENT WITHOUT GIVING EFFECT TO ANY STATE LAW TO THE CONTRARY.

 

Any controversy, claim or dispute of whatever nature arising between Brand Partner, on the one hand, and Company and/or the Related Parties (as defined in Section 14.3E), on the other, including but not limited to those arising out of or relating to the Brand Partner Agreement including these Policies and Procedures or the breach thereof, the sale, purchase or use of the Company products/services, or the commercial, economic or other relationship of Brand Partner and Company and/or the Related Parties (for purposes of this Section, each a “party”), whether such claim is based on rights, privileges or interests recognized by or based upon statute, contract, tort, common law or otherwise (“Dispute”), and any Dispute as to the arbitrability of a matter under this provision, shall be settled through negotiation, mediation or arbitration, as provided herein.

 

B.        Mediation. If a Dispute arises, the Parties shall first attempt in good faith to resolve it promptly by negotiation. Any of the Parties involved in the Dispute may initiate negotiation by providing notice (the “Dispute Notice”) to each involved Party setting forth the subject of the Dispute and the relief sought by the Party providing the Dispute Notice and designating a representative who has full authority to negotiate and settle the Dispute. Within ten (10) Business Days after the Dispute Notice is provided, each recipient shall respond to all other known recipients of the Dispute Notice with notice of the recipient’s position on and recommended solution to the Dispute, designating a representative who has full authority to negotiate and settle the Dispute. Within twenty (20) Business Days after the Dispute Notice is provided, the representatives designated by the Parties shall confer either in person at a mutually acceptable time and place or by telephone, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. At any time twenty (20) Business Days or more after the Dispute Notice is provided, but prior to the initiation of arbitration, regardless of whether negotiations are continuing, any Party may submit the Dispute to JAMS for mediation by providing notice of such request to all other concerned Parties and providing such notice and a copy of all relevant Dispute Notices and notices responding thereto to JAMS. In such case, the Parties shall cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in promptly scheduling the mediation proceedings and shall participate in good faith in the mediation either in person at a mutually acceptable time and place or by telephone, in accordance with the then-prevailing JAMS’s mediation procedures and this Section, which shall control.

 

C.        Arbitration. Any Dispute not resolved in writing by negotiation or mediation shall be subject to and shall be settled exclusively by final, binding arbitration before a single arbitrator or, for Disputes in excess of two million dollars ($2,000,000 USD), a panel of three arbitrators, in the in the State of Wyoming in accordance with the then-prevailing Comprehensive Arbitration Rules of JAMS, Inc. No Party may commence Arbitration with respect to any Dispute unless that Party has pursued negotiation and, if requested, mediation, as provided herein, provided, however, that no Party shall be obligated to continue to participate in negotiation or mediation if the Parties have not resolved the Dispute in writing within sixty (60) Business Days after the Dispute Notice was provided to any Party or such longer period as may be agreed by the Parties. Unless otherwise agreed by the Parties, the mediator shall be disqualified from serving as an arbitrator in the case. The Parties understand and agree that if the arbitrator or arbitral panel awards any relief that is inconsistent with the Limitation of Liability provision of these Policies and Procedures, such award exceeds the scope of the arbitrator’s or the arbitral panel’s authority, and any Party may seek a review of the award in the exclusive jurisdiction and venue of the courts in the State of Wyoming.

 

Notwithstanding the foregoing, venue and jurisdiction for any claims or disputes arising under or relating to the Brand Partner Agreement brought by residents of Louisiana shall be established pursuant to Louisiana law.

 

  D.      Waiver of Class Action and Jury Trial. THE NEGOTIATION, MEDIATION OR ARBITRATION OF ANY DISPUTE SHALL BE LIMITED TO INDIVIDUAL RELIEF ONLY AND SHALL NOT INCLUDE CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. IN ANY ARBITRATION OF A DISPUTE, THE ARBITRATOR OR ARBITRAL PANEL SHALL ONLY HAVE THE POWER TO AWARD INDIVIDUAL RELIEF AND SHALL NOT HAVE THE POWER TO AWARD ANY CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. THE PARTIES UNDERSTAND AND AGREE THAT EACH IS WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE OR OTHER REPRESENTATIVE ACTION.

 

E.         Although the Brand Partner Agreement is made and entered into between Brand Partner and Company, Company affiliates, owners, members, managers and employees (“Related Parties”) are intended third-party beneficiaries of the Brand Partner Agreement for purposes of the provisions of the Brand Partner Agreement referring specifically to them, including this agreement to negotiate, mediate and arbitrate. The Parties acknowledge that nothing contained herein is intended to create any involvement by, responsibility of, or liability for, the Related Parties with respect to any dealings between Brand Partner and Company, and the Parties further acknowledge that nothing contained herein shall be argued by either of them to constitute any waiver by the Related Parties of any defense which Related Parties may otherwise have concerning whether they can properly be made a party to any dispute between the other parties.

 

F.         To the fullest extent allowed by law: (i) the costs of negotiation, mediation and arbitration, including fees and expenses of any mediator, arbitrator, JAMS, or other persons independent of all Parties acting with the consent of the Parties to facilitate settlement, shall be shared in equal measure by Brand Partner, on the one hand, and Company and any Related Parties involved on the other, except where applicable law requires that Company bear any costs unique to arbitration (which Company shall bear); and (ii) the arbitrator or arbitral panel or, in the case of provisional or equitable relief or to challenge an award that exceeds arbitral authority as described in this Section, the court, shall award reasonable costs and attorneys’ fees to the person or entity that the arbitrator, arbitral panel, or court finds to be the prevailing party; provided, however, that if fees are sought under a statute or rule that sets a different standard for awarding fees or cots, then that statute or rule shall apply.

 

G.        Nothing in these Policies and Procedures shall prevent Company from applying for or obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect Company interests or its Confidential Information prior to, during or following the filing of an arbitration or other proceeding, or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

 

H.        Any Party may seek specific performance of this Section, and any Party may seek to compel each other Party to comply with this Section by petition to any court of competent jurisdiction. For purposes of any provisional or equitable relief sought under this Section, the Parties consent to exclusive jurisdiction and venue in the courts in the State of Wyoming, or the United States District Court for the District of Wyoming. The pendency of mediation or arbitration shall not preclude a Party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the Parties agree not to defend against any application for provisional relief on the ground that mediation or arbitration is pending.

 

I.          ANY AMENDMENT BY COMPANY TO THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION SHALL ONLY TAKE EFFECT UPON A BRAND PARTNER’S EXPRESS AGREEMENT TO SUCH AMENDMENT. A BRAND PARTNER MAY INDICATE THEIR AGREEMENT TO SUCH PROPOSED AMENDMENT BY FOLLOWING THE INSTRUCTIONS THAT WILL APPEAR WHEN LOGGING IN TO THE COMPANY CORPORATE WEBSITE OR, THE BRAND PARTNER’S REPLICATED WEBSITE. COMPANY MAY TERMINATE THE BRAND PARTNER AGREEMENT OF ANY BRAND PARTNER WHO DOES NOT AGREE TO A PROPOSED AMENDMENT TO THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION WITHIN THIRTY (30) DAYS AFTER THE EFFECTIVE DATE OF THE AMENDMENT. ANY SUCH AMENDMENT SHALL APPLY TO ALL CLAIMS BROUGHT BY COMPANY OR THE BRAND PARTNER ON OR AFTER THE EFFECTIVE DATE OF THE AMENDMENT, REGARDLESS OF THE DATE OF OCCURRENCE OR ACCRUAL OF ANY FACTS UNDERLYING SUCH CLAIM.

 

13.4 Governing Law

           

This Agreement is to be construed in accordance with and governed by the laws of the State of Wyoming, without regard to its choice of law principles, and the Federal Arbitration Act shall govern the Dispute Resolution Agreement of these Policies and Procedures and the Brand Partner Agreement without giving effect to any state law to the contrary.

 

14.0     MISCELLANEOUS

 

14.1     Severability

 

If any provision of these Policies and Procedures is found to be invalid, or unenforceable for any reason, only the invalid provision shall be severed. The remaining terms and provisions hereof shall remain in full force and shall be construed as if such invalid or unenforceable provision never had comprised a part of these Policies and Procedures.

 

14.2     Waiver

 

A.        Only an officer of Company can, in writing, affect a waiver of the Company Policies and Procedures. Company's waiver of any particular breach by a Brand Partner shall not affect Company’s rights with respect to any subsequent breach, nor shall it affect the rights or obligations of any other Brand Partner. A waiver in one instance does not constitute a waiver at any other point for that Brand Partner or for any other Brand Partner likely situated.

 

B.        The existence of any claim or cause of action of a Brand Partner against Company shall not constitute a defense to Company's enforcement of any term or provision of these Policies and Procedures.

14.3     Successors and Claims

 

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

 

15.0     DEFINITIONS

 

ACTIVE BRAND PARTNER: A Brand Partner who satisfies the minimum volume requirements and has paid the required fees, as set forth in the Compensation Plan, to ensure that they are eligible to receive bonuses and commissions.

 

AGREEMENT: The contract between the Company and each Brand Partner; includes the Brand Partner Agreement, the Company Policies and Procedures, and the Company Compensation Plan, all in their current form and as amended by Company in its sole discretion. These documents are collectively referred to as the “Agreement.”

 

BUSINESS DAYS: Monday through Friday, excluding the weekend days of Saturday and Sunday. If a day within a period of Business Days, for purposes of counting, falls on a Monday through Friday on which there is a national holiday in which, for example, federal banks are closed, then that day shall not count as a Business Day. 

 

CANCEL: The termination of a Brand Partner’s business. Cancellation may be either voluntary, involuntary, or through non-renewal.

COMPENSATION PLAN: The guidelines and referenced literature for describing how Brand Partners can generate commissions and bonuses.

 

CUSTOMER: A Customer who purchases Company products and does not engage in building a business or retailing product.

 

BRAND PARTNER: An individual who purchases product, generates retail sales and business building commissions.

 

LINE OF SPONSORSHIP (LOS): A report generated by Company that provides critical data relating to the identities of Brand Partners, sales information, and enrollment activity of each Brand Partner’s organization. This report contains confidential and trade secret information which is proprietary to Company.

 

ORGANIZATION: The Customers and Brand Partners placed below a particular Brand Partner.

 

OFFICIAL Company MATERIALLiterature, audio or video tapes, and other materials developed, printed, published, and distributed by Company to Brand Partners.

 

PLACEMENT: Your position inside your Sponsor’s organization.

 

RECRUIT: For purposes of Company’s Conflict of Interest Policy, the term “Recruit” means the actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Company Brand Partner or Customer to enroll or participate in another multilevel marketing, network marketing, or direct sales opportunity.

 

RESALABLE: Products shall be deemed “resalable” if each of the following elements is satisfied: 1) they are unopened and unused, 2) original packaging and labelling has not been altered or damaged, 3) they are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price, and 4) the product contains current Company labelling. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be resalable.

 

SPONSOR: A Brand Partner who enrols a Customer, Retailer, or another Brand Partner into the Company, and is listed as the Sponsor on the Brand Partner Agreement. The act of enrolling others and training them to become Brand Partners is called “sponsoring.”

 

UPLINE: This term refers to the Brand Partner or Brand Partners above a particular Brand Partner in a sponsorship line up to the Company. It is the line of sponsors that links any particular Brand Partner to the Company.

 

 

BLACKOXYGEN Organics USA
30 N Gould St

Sheridan, WY

82801

BLACKOXYGEN Organics Canada
(11578243 CANADA INC.)
6200, Boul. Taschereau suite 405
Brossard, Québec
Canada,  J4W 3J8

 

 

Last Revised Date: May 26, 2021