POLICIES AND PROCEDURES - Microsoft · 11 International Marketing 25 11.1 International Marketing...

POLICIES AND PROCEDURES

1 Introduction 4 1.1 Mutual Commitment Statement 1.2 Zurvita Policies and Compensation Plan Inclusions 1.3 Purpose of Policies 1.4 Changes, Amendments, and Modifications 1.5 Delays 1.6 Effective Date

2 Basic Principles 5 2.1 Becoming A Zurvita Independent Consultant 2.2 New Independent Consultant Enrollment 2.3 Rights Granted 2.4 Identification Numbers 2.5 Renewals and Expiration of the Independent Consultant Agreement 2.6 Business Entities 2.7 Independent Business Relationship; Indemnification for Actions 2.8 Insurance 2.9 Errors or Questions

3 Zurvita’s Independent Consultant Responsibilities 7 3.1 Correct Addresses 3.2 Training and Leadership 3.3 Constructive Criticism; Ethics 3.4 Reporting Policy Violation 3.5 Sponsorship 3.6 Cross-line Sponsoring Prohibition 3.7 Adherence to the Zurvita Compensation Plan 3.8 Adherence to Laws and Ordinances 3.9 Compliance with Applicable Income Tax Laws 3.10 One Zurvita Business per Independent Consultant 3.11 Actions of Household Members or Affiliated Parties 3.12 Solicitation for Other Companies or Products 3.13 Presentation of the Zurvita Opportunity 3.14 Sales Requirements are governed by the Compensation Plan

4 Ordering 12 4.1 General Order Policies 4.2 Insufficient Funds 4.3 Sales Tax Obligation

5 Payment of Commissions and Bonuses 13 5.1 Bonus and Commission Qualifications 5.2 Computation of Commissions and Discrepancies 5.3 Adjustments to Bonuses and Commissions for Returned Products

6 Credit Card Transactions 14 6.1 Chargebacks

7 Satisfaction Guaranteed And Return Of Sales Aids 14 7.1 Return Policy 7.2 Customer Refund Guidelines

TABLE OF CONTENTSMUTUAL COMMITMENT STATEMENT POLICIES & PROCEDURES

8 Privacy Policy 15 8.1 Introduction 8.2 Expectation of Privacy 8.3 Employee Access to Information 8.4 Restrictions on the Disclosure of Account Information

9 Proprietary Information and Trade Secrets 18 9.1 Business Reports, Lists, and Proprietary Information 9.2 Obligation of Confidentiality 9.3 Breach and Remedies 9.4 Return of Materials

10 Advertising, Promotional Material, Use of Company Names and Trademarks 19

10.1 Labeling, Packaging, and Displaying Products 10.2 Use of Company Names and Protected Materials 10.3 Faxes and E-mail - Limitations 10.4 Internet and Third-Party Website Restrictions 10.5 Advertising and Promotional Materials 10.6 Social Media, Website and Internet 10.7 Testimonial Permission 10.8 Telemarketing - Limitations

11 International Marketing 25 11.1 International Marketing Policy

12 Changes to an Independent Consultant Business 25 12.1 Modification of the Independent Consultant Agreement 12.2 Change Sponsor for Active Independent Consultants 12.3 Change Sponsor or Placement for Inactive Independent Consultants 12.4 Change Organizations 12.5 Unethical Sponsoring 12.6 Sell of Account Ownership 12.7 Transfer of an Account 12.8 Separating a Zurvita Business 12.9 Succession 12.10 Resignation/Voluntary Cancellation 12.11 Dynamic Compression & Roll-Up 12.12 Effect of Cancellation

13 Disciplinary Sanctions 29 13.1 Imposition of Disciplinary Action – Purpose 13.2 Consequences and Remedies of Breach

14 Dispute Resolution 30 14.1 Grievances 14.2 Suspension and Termination Process 14.3 Arbitration 14.4 Severability 14.5 Waiver 14.6 Successors and Claims

15 Governing Law 3216 Montana Residents 3217 Louisiana Residents 3218 Zurvita Glossary Of Terms 32DSA Code of Ethics 34

POLICIES AND PROCEDURES 12-16 4

1 Introduction1.1 Mutual Commitment StatementZurvita Inc. (“Zurvita”) is a direct selling company marketing wellness products to customers through Independent Consultants. Zurvita recognizes that in order to develop a long-term and mutually rewarding relationship with its business owners (“Independent Consultants”) and customers, Zurvita and the Independent Consultants must acknowledge and respect the true nature of the relationship.

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

1. Provide prompt, professional and courteous service and communications to all of its Independent Consultants and customers;

2. Provide the highest quality products, at fair and reasonable prices;

3. Exchange or refund the purchase price of any product as provided in our Customer Return Policy as referred to in Section 7.0;

4. Deliver orders promptly and accurately; 5. Pay commissions accurately and on a timely basis; 6. Expedite orders if an error or unreasonable

delay occurs; 7. Roll out new products with Independent

Consultant input; 8. Implement changes in the Compensation Plan

or Policies and Procedures that affect the Independent Consultant with input from the Independent Consultants;

9. Support, protect and defend the integrity of the Zurvita Income Opportunity;

10. Offer Independent Consultants an opportunity to grow with Zurvita with such growth guided by the principles of Servant Leadership.

B. In return, Zurvita expects that its Independent Consultants will:

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

2. Present Zurvita corporate and product information in an accurate and professional manner;

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

4. Not make exaggerated income and product claims. An Independent Consultant shall never imply that any of the Zurvita products are designed to prevent, treat, cure or mitigate any diseases. Health claims related to various diseases will not be acceptable.

5. Make reasonable efforts to support and train Independent Consultants and customers in their down-line;

6. Not engage in cross-line sponsoring, unhealthy competition or unethical business practices;

7. Provide positive guidance and training to Independent Consultants and customers in their down-line while exercising caution to avoid interference with other down-lines.

8. Support, protect, and defend the integrity of the Zurvita Income Opportunity;

9. Accurately complete and submit the Independent Consultant Agreement and any requested supporting documentation in a timely manner.

1.2 Zurvita Policies and Compensation Plan InclusionsA. Throughout these policies, when the term

“Agreement” is used, it collectively refers to the:

• Zurvita Independent Consultant Agreement • Terms and Conditions • These Policies and Procedures • The Zurvita Compensation Plan

B. It is the responsibility of the sponsoring Independent Consultant to provide the most current version of these Policies and Procedures (available on the Zurvita Website) and the Zurvita Compensation Plan to each applicant prior to his or her execution of an Independent Consultant Agreement.

1.3 Purpose of PoliciesA. Zurvita is a direct sales company that markets

products through independent business owners referred to as Independent Consultants. To clearly define the relationship that exists between Independent Consultants and Zurvita, and to explicitly set a standard for acceptable business conduct, Zurvita has established these Policies and Procedures.

B. Zurvita Independent Consultants are required to comply with:

1. All of the Terms of Agreement set forth in the Independent Consultant Agreement, which Zurvita may amend in its sole discretion in the cooperative spirit of the Zurvita culture;

2. All Federal, state, provincial, territorial, and local laws governing his or her Zurvita business;

3. These Policies and Procedures; 4. Compensation Plan.


C. Zurvita Independent Consultants must review the information in these Policies and Procedures carefully. Should an Independent Consultant have any questions regarding a policy or rule, the Independent Consultant is encouraged to seek an answer from his or her sponsor or any other upline Independent Consultant. If further clarification is needed the Independent Consultant may contact Zurvita Consultant Services:

By phone: 713-464-5002 By e-mail: [email protected]

1.4 Changes, Amendments, and ModificationsA. Because federal, state, and local laws, as well as the

business environment, periodically change, Zurvita reserves the right to amend various sections of this Agreement and the prices in its Zurvita Product Price listed on the official website in its sole and absolute discretion. Notification of amendments shall appear in Official Zurvita materials.

This provision does NOT apply to the Dispute Resolution sections found in Section 14, which can only be modified via mutual consent. At the time of this agreement, both parties consent to the jurisdiction of Texas, regardless of Consultant’s physical location.Notification of amendments shall appear in Official Zurvita materials.

B. Any such amendment, change, or modification shall be effective immediately upon notice by one of the following methods:

1. Posting on the official Zurvita Website 2. Electronic mail (e-mail) 3. In writing through the Zurvita newsletters or other

Zurvita communication channels

C. Once an Independent Consultant accepts their commissions, this indicates acceptance of the changes, amendments and modifications.

1.5 DelaysZurvita 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, and weather, curtailment of a source of supply, or government decrees or orders.

1.6 Effective DateThese Policies and Procedures shall become effective as of February 1, 2016 and, at such time, shall automatically supersede any prior Policies and Procedures (the “old Policies and Procedures”), and, on that date, the old Policies and Procedures shall cease to have any force or effect.

2 Basic Principles2.1 Becoming a Zurvita Independent ConsultantA. To become an Independent Consultant, an applicant

must comply with the following requirements:

1. Be of the age of majority (not a minor) in his or her state of residence;

2. Reside or have a valid address in the United States, a U.S. territory, Canada or countries Zurvita permits enrollment;

3. Have a valid Social Security Number, Federal Tax ID Number, Taxpayer Identification Number (TIN) or Social Insurance Number (SIN);

4. Submit a properly completed and executed Independent Consultant Agreement to Zurvita either online or on a paper application;

5. Not be a Zurvita employee.

2.2 New Independent Consultant EnrollmentA. A potential new Independent Consultant may

self-enroll on the sponsor’s website. In such event, instead of a physically signed Independent Consultant Agreement, Zurvita will accept the web enrollment and Independent Consultant Agreement by accepting the “electronic signature” stating the new Independent Consultant has accepted the terms and conditions of such Independent Consultant Agreement. Please note that such electronic signature constitutes a legally binding agreement between the Independent Consultant and Zurvita.

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

C. If requested, the signed Independent Consultant Agreement must be received by Zurvita within 14 days of enrollment.

D. Signed documents, including but not limited to Independent Consultant Agreements, 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 Independent Consultant’s position.

E. Zurvita reserves the right at, it’s sole discretion, to limit the number of accounts paid for by any one Consultant.

F. Customer centered services and products are offered through Zurvita. The Company’s program is built upon retail sales of product and services to the ultimate customer. Independent Consultants must fulfill published personal and down-line retail sales requirements to qualify for bonuses, overrides or advancements.

2.3 Rights GrantedA. Zurvita hereby grants to the Independent Consultant

a non-exclusive right, based upon the terms and conditions contained in the Independent Consultant Agreement and these Policies and Procedures, to:

1. Purchase Zurvita products 2. Promote and sell Zurvita products 3. Sponsor new Independent Consultants and

customers in the United States, and in countries where Zurvita may become established after the effective date of these Policies and Procedures.

2.4 Identification NumbersA. Each Independent Consultant is required to provide

his or her Social Security Number, or Federal Tax Identification Number once commission qualified. Zurvita reserves the right to withhold commission payments from any Independent Consultant who fails to provide such information or who provides false information.

B. Upon enrollment, Zurvita will provide a Zurvita Identification Number to the Independent Consultant. This number will be used to place orders, structure organizations, and track commissions and bonuses.

2.5 Renewals and Expiration of the Independent Consultant AgreementA. If the Independent Consultant allows his or her

agreement to expire due to nonpayment of annual renewal fee or does not meet the volume requirements, the Independent Consultant will lose any and all rights to his or her down-line

organization unless the Independent Consultant re-activates within 60 days following the expiration of the agreement.

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

C. The down-line of the expired Independent Consultant will roll-up to the immediate upline sponsor after the 60 days.

D. Independent Consultants must renew their status annually. The annual renewal fee is $25 due on the anniversary date of acceptance of the Independent Consultant Agreement. Zurvita may charge a renewal fee and/or require that Independent Consultant execute a new Independent Consultant Agreement upon renewal. Independent Consultants not renewing by the renewal date shall be deemed to have voluntarily terminated their Independent Consultant relationship with the Company. If an Independent Consultant has $1,000 of personal business volume in an anniversary year (every 12 months) their annual renewal fee is waived.

2.6 Business EntitiesA. A corporation, partnership, LLC, or trust (collectively

referred to as a “Business Entity”) may apply to be a Zurvita Independent Consultant. This Independent Consultant business and position will remain temporary until the proper documents are submitted. The entity must submit one of the following documents: Certificate of Incorporation, Articles of Organization, Partnership Agreement or appropriate trust documents. Zurvita must receive these documents within 14 days from the date the Independent Consultant Agreement was signed. In the event that the proper documentation is not submitted, Zurvita will hold commissions until the paperwork has been submitted.

B. A Zurvita Independent Consultant may change its status under the same sponsor from an individual to a partnership, LLC, corporation, trust or from one type of business entity to another.


C. An Independent Consultant may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one Zurvita business.

2.7 Independent Business Relationship; Indemnification for ActionsA. The Zurvita Independent Consultant is an

independent contractor, and not a purchaser of a franchise or income opportunity. Therefore, each Independent Consultant’s success depends on his or her independent efforts.

B. The agreement between Zurvita and its Independent Consultants does not create an employer/employee relationship, agency, partnership, or joint venture between Zurvita and the Independent Consultant.

C. A Zurvita Independent Consultant shall not be treated as an employee of Zurvita for any purposes, including, without limitation, for Federal, state, or provincial tax purposes. All Independent Consultants are responsible for paying local, state, provincial, and Federal taxes due from all compensation earned as an Independent Consultant of Zurvita. Any other compensation received by Independent Consultants from Zurvita will be governed by applicable U.S. or Canadian tax laws (or the tax laws of any other applicable jurisdiction). The Independent Consultant has no express or implied authority to bind Zurvita to any obligation or to make any commitments by or on behalf of Zurvita.

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

2.8 Insurance A. Zurvita encourages Independent Consultants to

consider insurance coverage for their business. A homeowner’s insurance policy does not cover business related injuries, or the theft of, or damage

to inventory or business equipment. Zurvita Independent Consultants need to contact their insurance agent to make certain their business property is protected. In most instances, this may be accomplished with a “Business Pursuit” endorsement to an existing homeowner’s policy.

2.9 Errors or QuestionsA. If an Independent Consultant has questions about,

or believes any errors have been made regarding commissions, bonuses, business reports, orders, or charges, Zurvita encourages the Independent Consultant to bring it to our attention so we may address the potential error immediately. The Independent Consultant must notify Zurvita in writing within 30 days of the date of the error or incident in question. Zurvita reserves the right at its sole discretion to address such errors, omissions or problems not reported within 30 days shall be deemed waived by the Independent Consultant.

3 Zurvita’s Independent Consultant Responsibilities3.1 Correct AddressesA. It is the responsibility of the Independent Consultant

or customer to make sure that Zurvita has the correct shipping address before any orders are shipped.

B. An Independent Consultant or customer will need to allow up to 30 days for processing after the notice of address change has been received by Zurvita.

C. An Independent Consultant or customer may be assessed a shipping fee for returned shipments due to an incorrect shipping address.

3.2 Training and LeadershipA. Any Zurvita Independent Consultant who sponsors

another Independent Consultant into Zurvita must perform an authentic assistance and training function to ensure his or her down- line is properly operating his or her Zurvita business. Sponsoring Independent Consultants should have ongoing contact and communication with the Independent Consultants in their down-line organizations. Examples of communication may include but are not limited to: newsletters, written correspondence, telephone contact, team calls, voice-mail, e-mail, personal meetings, accompaniment of downline Independent Consultants to Zurvita meetings and training sessions and any other related functions.


B. A sponsoring Zurvita Independent Consultant should monitor the Independent Consultants in his or her down-line organizations to ensure that down-line Independent Consultants do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, such Independent Consultant should be able to provide documented support to Zurvita of his or her ongoing fulfillment of the responsibilities of a sponsor.

C. Upline Independent Consultants are encouraged to motivate and train new Independent Consultants about Zurvita’s products effective sales techniques, the Zurvita Compensation Plan and compliance with company Policies and Procedures.

D. Zurvita’s program is built upon retail sales of product to the ultimate consumer. Marketing product is a required activity in Zurvita and must be emphasized in all recruiting presentations. Independent Consultants must fulfill published personal and down-line retail sales requirements to qualify for bonuses, overrides or advancements.

E. We emphasize and encourage all Independent Consultants to sell Zurvita’s products to customers.

F. Zurvita Independent Consultants that have not reached the rank of Regional Consultant are not permitted to create marketing tools and are required to use only company provided tools. Independent Consultants who have achieved the rank of Regional Consultant or above, must submit all written sales aids, promotional materials, advertisements, websites and other literature to the Company for Company’s authorization prior to use. Unless the Independent Consultant receives specific written authorization to use the material, the request shall be deemed denied. All Independent Consultants shall safeguard and promote the good reputation of Zurvita and its products. The marketing and promotion of Zurvita, the Zurvita opportunity, the Compensation Plan, and Zurvita products shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

3.3 Constructive Criticism; EthicsA. Zurvita desires to provide its Independent

Consultants with the best products and Compensation Plan in the industry. Accordingly, Zurvita values constructive criticism and encourages the submission of written comments addressed to Zurvita Compliance department that

specifically relates to Compliance. Other issues relating to customer service may be directed to [email protected].

B. Negative and disparaging comments about Zurvita, its products or Compensation Plan, by Independent Consultants made to Zurvita, in the field or at Zurvita meetings or events, or disruptive behavior at Zurvita meetings or events, serve no purpose other than to dampen the enthusiasm of other Zurvita Independent Consultants. Zurvita Independent Consultants must not belittle Zurvita, other Zurvita Independent Consultants, Zurvita products, the Compensation Plan, or Zurvita directors, officers, or employees. Such conduct represents a material breach of these Policies and Procedures and may be subject to sanctions as deemed appropriate by Zurvita including involuntary termination.

C. Zurvita endorses the following principles:

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

2. An Independent Consultant shall strive to resolve business issues, including situations with upline and down-line Independent Consultants, by emphasizing tact, sensitivity, good will and taking care not to create additional problems.

3. Zurvita Independent Consultants must be honest, responsible, professional and conduct themselves with integrity.

4. Zurvita Independent Consultants shall not make disparaging, negative, untrue or misleading statements about Zurvita, other Independent Consultants, Zurvita employees, products, sales and marketing campaigns, or the Compensation Plan, or make statements that unreasonably offend, mislead or coerce others.

D. Zurvita may take appropriate action against an Independent Consultant if it determines, in its sole discretion, that an Independent Consultant’s conduct is detrimental, disruptive, or injurious to Zurvita or to other Independent Consultants.

3.4 Reporting Policy ViolationA. An Independent Consultant who observes a policy

violation by another Independent Consultant should submit a written and signed letter or e-mail of the violation directly to the Zurvita Corporate office,


Compliance Department at [email protected]. The letter shall set forth the details of the incident as follows:

1. The nature of the violation 2. Specific facts to support the allegations 3. Dates 4. Number of occurrences 5. Persons involved 6. Supporting documentation

B. Once the matter has been presented to Zurvita, it will be researched thoroughly by the Compliance Department and appropriate action will be taken if required.

C. This section refers to the general reporting of policy violations as observed by other Independent Consultants for the mutual effort to support, protect, and defend the integrity of the Zurvita business and opportunity. If an Independent Consultant has a grievance or complaint against another Independent Consultant which directly relates to his or her Zurvita business, the procedures set forth in these policies must be followed.

3.5 SponsorshipA. The sponsor is the person who introduces an

Independent Consultant or customer to Zurvita, helps them complete their enrollment, and supports and trains those in their down-line.

B. Zurvita recognizes the sponsor as the name(s) shown on the first:

1. Physically signed Zurvita Independent Consultant Agreement on file or

2. Electronically signed Independent Consultant Agreement from a website or a Zurvita Independent Consultant’s website.

C. Zurvita recognizes that each new prospect has the right to ultimately choose his or her own sponsor, but Zurvita will not allow Independent Consultants to engage in unethical sponsoring activities.

D. All active Independent Consultants in good standing have the right to sponsor and enroll others into Zurvita.

3.6 Crossline Sponsoring ProhibitionA. “Cross-line sponsoring” is defined as the enrollment

into a different line of sponsorship of an individual, or business entity that already has a signed Independent Consultant Agreement. Actual or

attempted cross sponsoring is not allowed. If cross sponsoring is suspected, a fair and honest investigation will be opened by Zurvita. If cross-line sponsoring is verified, actions will be deemed by Zurvita once the investigation has been concluded. Zurvita may restore the cross sponsored person with their entire down-line back to the original sponsor.

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.

C. Effective January 1, 2017, when cross-line sponsoring is suspected, the original upline must report this activity to Zurvita corporate within six months of the date the violation occurred. On any cross-line sponsoring cases, Zurvita reserves the right to provide final resolution.

3.7 Adherence to the Zurvita Compensation PlanA. An Independent Consultant must adhere to the

terms of the Zurvita Compensation Plan as set forth in these Policies and Procedures as well as in official Zurvita literature. Deviation from the Compensation Plan is prohibited.

B. An Independent Consultant shall not offer the Zurvita opportunity through, or in combination with, any other system, program, co-ops, or method of marketing other than that specifically set forth in official Zurvita literature.

C. An Independent Consultant shall not require or encourage a current or prospective customer or Independent Consultant to participate in Zurvita in any manner that varies from the Compensation Plan as set forth in official Zurvita literature.

D. An Independent Consultant shall not require or encourage a current or prospective customer or Independent Consultant to make a purchase from or payment to any individual or other entity as a condition to participating in the Zurvita Compensation Plan, other than such purchases or payments required to naturally build their business.

3.8 Adherence to Laws and OrdinancesA. Many cities and counties have laws regulating certain

home-based businesses. In most cases, these ordinances do not apply to Independent Consultants


because of the nature of the business. However, Independent Consultants must check their local laws and obey the laws that do apply to them.

B. A Zurvita Independent Consultant shall comply with all Federal, state, and local laws and regulations in them conduct of his or her Zurvita business.

3.9 Compliance with Applicable Income Tax LawsA. Zurvita will automatically provide a complete 1099

Miscellaneous Income Tax form (nonemployee compensation) to each US Independent Consultant whose earnings for the year is at least $600 or who has purchased more than $5,000 of Zurvita 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 Independent Consultant, and a minimum charge of $20 may be assessed by Zurvita. Canadian T-4’s will be sent to Independent Consultants who earn more than $500 or who received trips, prizes, or awards valued at $500 or more. Zurvita Independent Consultants are responsible for the payment of taxes on these trips, prizes, or awards provided to them by Zurvita.

B. An Independent Consultant accepts sole responsibility for and agrees to pay all Federal, state, provincial and local taxes on any income generated as an Independent Consultant, and further agrees to indemnify Zurvita from any failure to pay such tax amounts when due.

C. If an Independent Consultant’s business is tax exempt, the Federal Tax Identification number must be provided to Zurvita in writing.

D. Zurvita encourages all Independent Consultants to consult with a tax advisor for additional information for their business and to pay quarterly taxes as required by the IRS.

3.10 One Zurvita Business per Independent ConsultantA. An Independent Consultant may operate or have

an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one Zurvita business. No individual may have, operate or receive compensation from more than one Zurvita business.

B. Should a husband/wife Independent Consultant divorce, they jointly should notify the Company as to

how the position is to be managed thereafter. The Company will continue to pay commissions in the same manner as before the divorce until it receives written notice signed by both parties or a court decree which specifies how future commissions should be paid.

3.11 Actions of Household Members or Affiliated PartiesIf any member of an Independent Consultant’s immediate household engages in any activity which, if performed by the Independent Consultant, would violate any provision of the Agreement, such activity will be deemed unethical. Zurvita will proceed with a fair and honest investigation to ensure correct practices in regard to the Policies and Procedures and may take disciplinary action pursuant to these Policies and Procedures against the Independent Consultant. An individual may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one Zurvita independent Consultant business. Individuals of the same Household may not enter into or have an interest in more than one Zurvita Consultant position. A “Household” is defined as all individuals who are living at or doing business at the same address, and who are related by marriage, domestic partnership, or who are living together as a family unit or in a family-like setting. Exceptions may be allowed for specific circumstances where non-spouse adults reside at the same address.

For Consultant business that, as of the effective date of January 1, 2015, have more than one Zurvita Consultant position in a Household, the highest paid rank position may continue to build, while the lesser-paid rank may NOT personally sponsor additional Consultant or Customer positions. Commission payouts will continue to both positions as long as PBV requirements are met.*

*See Compensation Plan for full details

3.12 Solicitation for Other Companies or ProductsA. A Zurvita Independent Consultant may participate

in other direct sales, multilevel, network marketing or relationship marketing business ventures or marketing opportunities. However, during the term of this Agreement and for one year thereafter, a Zurvita Independent Consultant must refrain from sponsoring or recruiting a Zurvita Independent Consultant or customer for any other direct sales or network marketing business.

B. The term “recruit” above means actual or attempted solicitation, enrollment, encouragement, or effort to


influence in any other way (either directly or through a third party), another Independent Consultant or customer to enroll or participate in any direct sales or network marketing opportunity. This conduct represents recruiting even if the Independent Consultant’s actions are in response to an inquiry made by another Independent Consultant or customer.

C. During the term of this Agreement and for a period of six months thereafter, any Zurvita Independent Consultant must not sell, or entice others to sell, any competing products including training materials, to Zurvita customers or Independent Consultants. Any product or service in the same category as a Zurvita product is deemed to be competing (i.e., any competing product regardless of differences in cost or quality.)

D. A Zurvita Independent Consultant may not offer any non-Zurvita opportunity or products at any Zurvita related meeting, seminar or convention, or immediately following a Zurvita event.

E. A violation of any of the provisions in this section shall constitute unreasonable and unwarranted contractual interference between Zurvita and its Independent Consultants and would inflict irreparable harm on Zurvita. In such event, Zurvita may, at its sole discretion, impose any sanction it deems necessary and appropriate against such Independent Consultant or such Independent Consultant’s positions including termination, or seek immediate injunctive relief without the necessity of posting a bond.

3.13 Presentation of the Zurvita OpportunityA. In presenting the Zurvita opportunity to potential

customers and Independent Consultants, an Independent Consultant is required to comply with the following provisions:

1. An Independent Consultant shall not misquote or omit any significant material fact about the Compensation Plan.

2. An Independent Consultant shall make it clear that the Compensation Plan is based upon sales of Zurvita products.

3. An Independent Consultant shall make it clear that success can be achieved only through substantial independent efforts.

4. A Zurvita Independent Consultant shall not make unauthorized income projections, claims, or guarantees while presenting or discussing

the Zurvita opportunity or Compensation Plan to prospective Independent Consultants or customers.

5. An Independent Consultant may not make any claims regarding any products offered by Zurvita, except those contained in official Zurvita literature.

6. When discussing or promoting Zurvita products, Independent Consultants may make only those representations found in literature published by Zurvita. You may also state that the products are safe when used as directed on the product labels. You may not state that any Zurvita product has been authorized by the U.S. Food and Drug Administration. The Independent Consultant agrees not to sell any unsealed product or dispense any products in self-created packaging.

7. Statements suggesting that Zurvita products can be used to treat or remedy any illness, disease or medical condition are prohibited and shall be grounds for suspension or termination of your Independent Consultant position, at the sole discretion of Zurvita.

8. An Independent Consultant may not use official Zurvita material to promote the Zurvita income opportunity in any country where Zurvita has not opened that country officially for business.

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

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

The terms “income claim” and/or “earnings representation” (collectively “income claim”) include: (1) statements of 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 Independent Consultant earned over a million dollars last year” or “Our average ranking Independent Consultant makes five thousand per month.” An example of a “statement of earnings ranges” is “The monthly income for our higher ranking Independent Consultants is ten thousand dollars on the low end to thirty thousand dollars a month on the high end.”


3.14 Sales Requirements Are Governed by the Compensation PlanA. Zurvita Independent Consultants may purchase

Zurvita products and then re-sell them. Zurvita will provide suggested selling prices. There are no exclusive territories granted to anyone. No franchise fees are applicable to a Zurvita business.

B. The Zurvita program is built on sales to end-users. Zurvita encourages its Independent Consultants 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. Independent Consultants must never attempt to influence any other Independent Consultant to buy more products than they can reasonably use or sell to retail customers in a month.

C. Each Zurvita Independent Consultant commits to personally use, sell, or use in business building at least 70% of every order placed with the Company prior to placing another order, and must be able to certify to such if demanded by the Company. Purchasing product solely for the purpose of collecting bonuses or achieving rank is prohibited. Zurvita retains the right to limit the amount of purchases you may make if, in our sole judgment, we believe those purchases are being made solely for qualification purposes instead of for consumption or resale.

D. Federal and state regulatory agencies do not endorse direct selling programs. Therefore, Independent Consultants may not represent that the Company’s program has been authorized or endorsed by any governmental agency.

4 Ordering4.1 General Order PoliciesA. Bonus buying is strictly and absolutely prohibited.

Bonus buying includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as an Independent Consultant or customer; (c) the enrollment or attempted enrollment of non-existent individuals or entities as Independent Consultant or customers (“phantoms”); (d) purchasing Zurvita products or services on behalf of another Independent Consultant or customer, or under another Independent Consultant’s or

customer’s ID number, to qualify for commissions or bonuses; (e) purchasing excessive amounts of goods that cannot reasonably be used or resold in a month; and/or (f) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product purchases by end user consumers.

B. Zurvita will permit Independent Consultants to make large orders with prior written authorization from Zurvita. For the purpose of these Policies and Procedures, the term “large orders” means:

• The sale of Zurvita products that equal or exceed $3,000 in a single order.

• Products sold to a third party who intend to resell the products to end consumers.

C. An Independent Consultant shall not use another Independent Consultant’s or customer’s credit card or debit checking account to enroll in Zurvita or purchase products or services without the account holder’s written permission. Such documentation must be kept by the Independent Consultant indefinitely in case Zurvita needs to reference this.

D. Regarding an order with an invalid or incorrect payment, Zurvita will attempt to contact the Independent Consultant or customer by phone, mail or email in order to obtain another form of payment. If these attempts are unsuccessful after 10 business days, the order will be canceled.

E. Prices are subject to change without notice.

F. An Independent Consultant or customer who is a recipient of a damaged or incorrect order must notify Zurvita within 30 calendar days from receipt of the order and follow the procedures as set forth in these Policies.

G. The optional monthly recurring Independent Consultant fee including website will automatically be deducted from the credit card provided during the online application process, at the time the Independent Consultant joins the Company and optionally makes a product purchase.

4.2 Insufficient FundsA. Any outstanding balance owed to Zurvita by

an Independent Consultant or customer of the Independent Consultant from NSF (non-sufficient funds) insufficient fund fees (ACH) will be withheld


by Zurvita from an Independent Consultant’s future bonuses and commissions.

B. If a credit card order or automatic debit is declined Zurvita, will send out an automatic notice advising of the declined payment. If the third attempt is unsuccessful, the account will be suspended until contacted to update information.

4.3 Sales Tax ObligationA. The Independent Consultant shall comply with all

state and local taxes and regulations governing the sale of Zurvita products.

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

C. Zurvita encourages each Independent Consultant to consult with a tax advisor for additional information for his or her business.

5 Payment of Commissions and Bonuses5.1 Bonus and Commission QualificationsA. An Independent Consultant must be active and in

compliance with Zurvita Policies and Procedures including the Compensation Plan, to qualify for bonuses and commissions. So long as an Independent Consultant complies with the Terms of the Agreement, Zurvita shall pay commissions to such Independent Consultant in accordance with the Compensation Plan.

B. Zurvita will not issue commissions to an Independent Consultant without the receipt of an electronic application and acceptance of the Independent Consultant Agreement.

C. Commissions that are uncollected are considered null and void twelve months from the issued date.

D. Zurvita reserves the right to postpone commission payments until such time the cumulative amount meets or exceeds $20.

5.2 Computation of Commissions and DiscrepanciesA. In order to qualify to receive commissions and

bonuses, an Independent Consultant must be in good standing and comply with the Terms of the Agreement and these Policies and Procedures. Commissions, over rides, and achievement levels are calculated each month. Bonuses are paid out weekly on the following Friday.

B. A Zurvita Independent Consultant must review his or her monthly statement and bonus reports promptly and report any discrepancies within 30 days of receipt.

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

5.3 Adjustments to Bonuses and Commissions for Returned ProductsA. An Independent Consultant receives bonuses

and commissions based on the actual sales of products to end consumers and to Independent Consultants through product purchases. When a product is returned to Zurvita for a refund from the end consumer or by an Independent Consultant, the bonuses and commissions attributable to the returned product will be deducted from the Independent Consultant 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.

B. In the event that an Independent Consultant terminates his or her position, and the amounts of the bonuses or commissions attributable to the returned products have not yet been fully recovered by Zurvita, the remainder of the outstanding balance may be offset against any other amounts that may be owed by Zurvita to the terminated Independent Consultant.


6 Credit Card Transactions6.1 ChargebacksWhen a bank forcibly reverses a credit card transaction, returning funds to the cardholder, it is known as a chargeback. Chargebacks are usually issued when fraudulent purchases have been made on a person’s credit card. When Zurvita receives a chargeback notice, the account in which the product was purchased is immediately blocked, and all related services in the account are inactivated. In the interest of caution, Zurvita considers chargebacks to be the result of fraud and suspends all accounts for 30 days or until the issue is addressed. Zurvita reserves the right to charge $50 to reinstate an account that has been inactivated due to a chargeback notification.

When a Consultant receives an “advanced” commission on any Zurvita product, they are subject to a clawback of any “unearned” commissions if the membership receives a refund at Company’s discretion. Chargeback’s will be deducted from any future commissions until chargeback’s are relieved. Bonuses received by Consultants are subject to a 100% chargeback due to fraudulent business or unethical activity.

7 Satisfaction Guaranteed and Return of Sales Aids7.1 Return PolicyZurvita offers a 1-year buyback policy for all Independent Consultants. If an Independent Consultant purchased a product and is not satisfied or is unable to sell the item, the Independent Consultant may return all resalable items in exchange for a 90% refund on all Zurvita products. Please note: Upon receiving a 90% buyback, the account refunded is immediately placed in a closed status. The Consultant must wait 6 months if they should choose to continue their Zurvita business.

All first-time orders of Zeal Canisters come with a 30-day money back guarantee. This does not include the Zeal Weight Management Products (Zurvita Burn, Zurvita Cleanse, Zurvita Protein, and Zurvita Weight Management Program).

Upon sign up, there is a 3-day rescission period listed when enrolling with the below listed products. The enrollee must contact our corporate office to request a refund. They are responsible for returning the item to our distribution center before we’ll issue a refund.

3- Day Rescission PeriodWith our…• Builders Pak• Quick Start Pak• Weight Management Program• Protein Shakes• Single Serving Bottles

*Rescission Period could vary depending on country – please view your countries addendum for details.

If an Independent Consultant chooses to return resalable inventory (For example: non-resalable items would include product or marketing content that no longer represents the current branding of Zurvita, expired product or product that consists of an outdated formulation), he or she is entitled to a refund if neither the consultant nor Zurvita have terminated the Agreement and the products were purchased within twelve months and remain in resalable condition. Due to handling charges, 10% shall be deducted from the purchase price. Shipping charges incurred will not be refunded.

The Independent Consultant may return all product and sales aids purchased within one (1) year from the date of cancellation for a refund if he or she is unable to sell or use the merchandise. An Independent Consultant may only return product or sales aids he or she personally purchased from the Company under his or her account, and which are in resalable condition. Upon receipt of the products and sales aids, the Independent Consultant will be reimbursed ninety percent (90%) of the net cost of the original purchase price(s), less shipping charges. If the purchases were made through a credit card, the refund will be credited back to the same account, via check. Please note: Check reimbursements take 5 to 7 business days.

Zurvita shall deduct from the reimbursement paid to the Independent Consultant any commissions, bonuses, rebates or other incentives received by the Independent Consultant that were associated with the merchandise that is returned.

A. All returns by an Independent Consultant, must be made as follows:

1. Obtain ticket number from Zurvita. 2. Ship items to the address provided by Zurvita

Consultant Services when you are given your ticket number.

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


4. Ship back product in box exactly as it was delivered.

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

7.2 Customer Refund GuidelinesAll first-time orders of Zeal Canisters (both Preferred and Retail customers) come with a 30-day money back guarantee. This does not include the Zeal Weight Management Products (Zurvita Burn, Zurvita Cleanse, Zurvita Protein, and Zurvita Weight Management Program). If a Preferred Customer has enrolled a Customer, the Independent Consultant is responsible for the refund. Independent Consultants must refund all Preferred and Retail customers their money immediately, if requested within the specified time frame. If a Preferred Customer has enrolled a Customer, the Independent Consultant is responsible for the refund. This obligation does not include any applicable shipping and handling costs, which are to be incurred by the Customer.

When you refund your customer, the Independent Consultant will receive a replacement canister from Zurvita, at no additional charge, if he or she returned the unused portion of the product along with a copy of the Retail Sales Receipt and Notice of Cancellation form (located in the Z-Center).

Retail Sales Receipt and Notice of Cancellation forms are available in the Z-Center or from Consultant Services. You must request your replacement product within 30 days of the date you gave the refund to your Preferred or Retail customer.

If a Preferred or Retail customer calls the corporate office to request a refund, Zurvita will notify the appropriate Independent Consultant. If the Independent Consultant fails to refund the Preferred or Retail customer within seven days, the Independent Consultant may be suspended or terminated at the sole discretion of Zurvita.

Montana residents, please note Section 16.0

8 Privacy Policy8.1 IntroductionOur Commitment to PrivacyOur Privacy Policy has been developed as an extension of our commitment to combine quality products and services with integrity in dealing with users. The Policy is designed to assist you in the understanding of how we collect, use and protect the personal information provided to us.

The Information We CollectWhen you visit our site, we collect two types of information: personal information you actively choose to disclose (“Active Information”) and information not visible to you that arises out of your browsing of our site (“Passive Information”). Please note that passive Information is collected on an aggregate and anonymous basis.

1. Personally Identifiable InformationPersonally Identifiable Information is information that identifies and is reasonably linked to you.

A. RegistrationWhen you register to become an authorized reseller of our products or services, we will collect Personally Identifiable Information (such as name, address, email address, and telephone number). This Personally Identifiable Information is securely stored and maybe accessed on our website. You are assigned an identification number and select your own password – both are needed to enter the Site and to access your Contact Information. Please safeguard your password in a secure location as we are not responsible for breaches into the system when access is willingly provided.

B. OrderingWhen you place an order for products or services, we collect Personally Identifiable Information (such as name, contact and billing information, credit card, and other transactional information). We use this information to deliver your order, process payment, and to communicate the status of your order.

C. Credit and Debit Card StorageCredit and debit card information collected at registration or for product orders is used only to process payment for the transaction and, generally, is not retained on our Site. However, you may voluntarily elect to securely store multiple credit cards to be used for product orders.


D. Surveys and PromotionsOccasionally, you may voluntarily provide Personally Identifiable Information to complete surveys and questionnaires or to participate in user polls. We use this information to improve our products and services and to ensure that we’re providing accurate disclosures. We may also use your Personally Identifiable Information to provide you newsletters and other marketing information that coincide with your preferences. You may customize your marketing preferences, or let us know if you do not wish to receive any promotional materials, by adjusting your Subscriptions & E-mail options on the Site.

Active Information You Choose to ProvideIn order to gain use of the site (become a “user”), we require you to disclose the following information: Name, Address and Phone Number. We use secure socket layer (SSL) encryption to protect the transmission of the information you submit to us when you use our secure online forms. The information you provide to us is stored securely.

2. Passive InformationWe store and collect various types of passive information on an aggregate and anonymous basis. This information may include such technical information as it pertains to your Internet protocol address, your device operating system and browser type, cookies, and an address of a referring website or any other path you take to reach our website all described in greater detail below.

Aggregate InformationThis refers to information that does not, by itself, identify you as a specific individual. Such information would include the Uniform Resource Locator (“URL”) of the website that referred you to our Site, your Internet Protocol (“IP”) address (a number automatically assigned to your computer whenever you surf the web), your operating system and browser type, and any search terms that you enter on our Site. Our web server aggregates this information in order to monitor the level of activity on our Site, evaluate its effectiveness, and improve the content or our Site in order to make your visit an easy and enjoyable experience.

We may collect, compile, store, publish, promote, report, or otherwise disclose or use any Aggregate Information, provided that such information does not personally identify you. We do not correlate any Personally Identifiable Information with the Aggregate Information that we collect on our Site. If we do correlate any Aggregate Information to you, it will

be protected like any other Personally Identifiable Information under this Privacy Statement.

What is a Cookie?Cookies are a feature of web browser software that allows web servers to recognize the computer used to access a site. They are small pieces of data stored by a user’s browser to simplify subsequent interactions with the site. This makes it easier for a user to move from site to site and to complete transactions over the Internet. Cookies should make your online experience easier and more personalized.

Our site utilizes cookies to collect information about how our site is used. Passive Information gathered may include the date and time of visits, the site pages viewed, time spent at our site, the sites visited just before and just after visiting our site. If you donot wish to transmit “cookie” information about yourself, you may turn off the cookie function in your web browser.

Our site’s servers also automatically identify your computer by its Internet Protocol address, which is a unique string of numbers that are assigned to your computer by your Internet Service Provider. The IP address may be used to address problems with our server or to gather broad demographic information about our users. We passively collect your IP Address.

How We Use The Information CollectedBroadly speaking, persons we employ directly, or as contractors or agents at our direction, use Active Information for purposes of administering our core business functions, such as the fulfillment of orders or services, the furnishing of customer care and support, and supplying the availability of other products or services we think might be of interest to our users.

We use Passive Information to gather information about our users and to enhance our site to make it easier, faster and friendlier for users. Additionally, cookies help us better understand the usage pattern of the people that visit our site, which helps us improve our services. Passive Information may result in your viewing of particular advertising based on your user habits.

We reserve the right to use Active and Passive Information in order to prevent, detect and investigate fraud, security breaches, or any other potentially prohibited or illegal activity. We may use any Active Information or Passive Information provided to contact you about various changes to our site, new services, features or products we offer. If at any time you do not


wish to receive such information, you may “opt-out” of doing so byadjusting your email settings in the back office of the website.

Your Information Relating to HyperlinksYou might be able to access other websites through our site via hyperlinks. When you do so, you are subjecting yourself to their privacy policies and data collection. Please read the privacy policies of those sites to ensure you agree with the terms before using such sites.

Receiving and Sharing of Information from and with Third PartiesWe reserve the right to receive information about you from other third party sources that help us update, expand and analyze our records and identify new customers.

Furthermore, we may share Personal Information necessary to the prevention of fraud, illegal activities, and security breaches. Because of this, it’s possible some of your personal information may be shared with fraud prevention agencies. If false or inaccurate information is provided and fraud is identified, details of this fraud may be passed on to these agencies. Likewise, law enforcement and governmental agencies may access and use certain information pursuant to any law, regulation, or subpoena. This applies to information as it relates to both open and closed accounts.

Additionally, third parties who perform services for us as it relates to security, payment, etc. (such as Internet Service Providers, credit card processors, and merchant banks) may also have access to your information in the performance of such necessary services.

Finally, we may disclose anonymous information about user habits to third party advertisers on our site. Should we buy or sell assets of our company, another company may need to review our company’s assets, which might include your information, to make business decisions as to whether to acquire such assets.

How We Secure Active And Passive InformationWe secure your personal information submitted by you by using reasonable efforts to prevent unauthorized access or disclosure, or accidental loss of Active and Passive Information. Individual postings on this site and other communications to our office via email or standard mail may not be secure unless we advise you that security measures are in place prior to your submission of information. Therefore, if you choose

to communicate with us through these means, you are assuming the risk of doing so and we respectfully request that you do not send or post sensitive information through these means.

Accessing and Correcting Your InformationWe take reasonable measures to ensure that any Personally Identifiable Information we collect on our Site is accurate, current, complete, and reliable for its intended use. If you wish to update or otherwise correct Personally Identifiable Information provided to us, you may edit your information online.

Protecting Your InformationWe acknowledge your trust and are committed to take reasonable steps to protect Personally Identifiable Information provided from loss, misuse, and unauthorized access. We employ physical, electronic, and managerial processes to safeguard and secure your information.

It is your responsibility to safeguard the password you use to access our Site and to promptly advise us if you ever suspect that your password has been compromised. We strongly encourage you to change your password regularly to prevent unauthorized access. Because your identification number and password are specific to you, you acknowledge sole responsibility for any and all use of our Site conducted with your identification number and password.

Links to Other WebsitesLinks to third-party websites may be provided solely for your information and convenience or to provide additional shopping for various other goods and services through our Merchant and Services Partners. If you use these links, you will leave our Site. This Privacy Statement does not cover the information practices of those websites nor do we control their content or privacy policies. We suggest that you carefully review the privacy policies of each site you visit.

Children’s Privacy ProtectionWe take special care to protect the privacy needs of children and encourage parents to be an active participant in their child’s online activities. Our site does not target and is not intended for children under the age of 18, and we will not knowingly collect Personally Identifiable Information from them. If we discover personal data from a child through our site, we will eliminate that data. You may learn more about protecting children’s privacy online by visiting:http://www.ftc.gov/bcp/edu/pubs/consumer/tech/tec08.shtm.


Changes To This PolicyAny updates or changes to the terms of this Privacy Policy will be posted on our Site and the date of the newest version posted below. Please check back frequently, especially before you submit any Personally Identifiable Information at our Site, to see if this Privacy Statement has changed. By using our Site, you acknowledge acceptance of this Privacy Statement in effect at the time of use.

YOUR USE OF OUR SITE MEANS THAT YOU ACCEPT THE PRACTICES SET FORTH IN THIS POLICY. YOUR CONTINUED USE INDICATES YOUR AGREEMENT TO THE CHANGES.

8.2 Expectation of PrivacyA. Zurvita recognizes and respects the importance

its customers and Independent Distributors place on the privacy of their financial and personal information. Zurvita will make reasonable efforts to safeguard the privacy of, and maintain the confidentiality of its customers’, and Independent Consultants’ financial and account information and nonpublic personal information.

B. By entering into the online Zurvita Independent Consultant Agreement, an Independent Consultant authorizes Zurvita to disclose his or her name and contact information to upline Independent Consultants solely for activities related to the furtherance of the Zurvita business. An Independent Consultant hereby agrees to maintain the confidentiality and security of such information and to use it solely for the purpose of supporting and servicing his or her down-line organization and conducting the Zurvita business.

C. Zurvita may use Independent Consultants name for recognition purposes. If an Independent Consultant would prefer the Company not to use their name, they must notify the Company in writing. This information would include rank recognition and income levels achieved.

8.3 Employee Access to InformationZurvita limits the number of employees who have access to customer’s and Independent Consultants’ nonpublic personal information.

8.4 Restrictions on the Disclosure of Account InformationA. Zurvita will not share non-public personal information

or financial information about current or former customers or Independent Consultants with third parties, except as permitted or required by laws and

regulations, court orders, or to serve the customers’, or Independent Consultants’ interests or to enforce its rights or obligations under these Policies and Procedures, or Independent Consultant’s Agreement or with written permission from the account holder on file.

9 Proprietary Information and Trade Secrets9.1 Business Reports, Lists, and Proprietary Information By completing and executing the Zurvita Independent Consultant Agreement, the Independent Consultant acknowledges that Business Reports, lists of customer and Independent Consultant names and contact information and any other information, which contain financial, scientific or other information both written or otherwise circulated by Zurvita pertaining to the business of Zurvita (collectively, “Reports”), are confidential and proprietary information and trade secrets belonging to Zurvita.

9.2 Obligation of ConfidentialityA. During the term of the Zurvita Independent

Consultant Agreement and for a period of 1 year after the termination, expiration sale or transfer (see Section 12.6 and 12.7 for sale and transfer guidelines) of the Independent Consultant Agreement between the Independent Consultant and Zurvita, the Independent Consultant shall not:

1. Use the information in the reports to compete with Zurvita or for any purpose other than promoting his or her Zurvita business;

2. 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.

9.3 Breach and RemediesThe Independent Consultant 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 Zurvita and to independent Zurvita businesses. Zurvita and its Independent Consultants will be entitled to injunctive relief or to recover damages against any Independent Consultant 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 and expenses.


9.4 Return of MaterialsUpon demand by Zurvita, any current or former Independent Consultant will return the original and all copies of all “reports” to Zurvita together with any Zurvita confidential information in such person’s possession.

10 Advertising, Promotional Material, Use of Company Names and Trademarks10.1 Labeling, Packaging, and Displaying ProductsA. A Zurvita Independent Consultant may not re-label,

re-package, refill, or alter labels of any Zurvita product, or service, information, materials or programs in any way. Zurvita products must only be sold in their original containers from Zurvita. Such re-labeling or re-packaging violates Federal and State laws, which may result in criminal or civil penalties or liability.

B. A Zurvita Independent Consultant shall not cause any Zurvita product or any Zurvita trade name to be sold or displayed in retail establishments at the sole discretion of the Company and except as following:

1. The Independent Consultant must complete an Event Request Form when any Income Opportunity Meeting has over 200 participants. Form to be provided by Zurvita, documenting and communicating with corporate where products are being sold at large Business Opportunity Meeting.

2. Examples of acceptable venues are where professional services are the primary source of revenue, they are privately owned, and the product sales are secondary (e.g., doctor’s offices, clinics, health clubs, spas, gyms and beauty salons). Bigbox stores or franchises may not represent the Zurvita product line.

3. Selling or promoting of Zurvita products in mall kiosks, grocery stores, discount establishments are strictly prohibited.

4. The Independent Consultant is responsible to manage all products sold or displayed.

5. Products must be offered at the Zurvita suggested retail and preferred customer pricing.

6. The Independent Consultant must provide each customer with a Zurvita Sales Retail Receipt (available in the Consultant Z-Center) at the time of sale.

7. Products sold in any type of retail establishment must be displayed separately.

8. Fairs, home shows, trade shows and other seasonal or annual events are not considered to be traditional “retail establishments” and may be authorized on a case by case basis by submitting the Event Request Form.

9. Authorization to sell or display Zurvita products in any of the above situations, can be revoked at any time at the discretion of Zurvita.

C. Zurvita 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, or the Zurvita opportunity.

D. Trade Shows: Company products and opportunity may be displayed at trade shows by Independent Consultants. Company products and opportunity are the only products and/or opportunity that may be offered in the trade show booth. Only Company produced marketing materials may be displayed or distributed.

E. Zurvita does not encourage the charging of admittance to Zurvita Independent Consultant parties or events. However, if there is a situation where a fee is requested to cover the event cost and that fee is over five dollars, the venue agreement and details must be submitted to corporate for authorization. Please email details to [email protected].

No Independent Consultant may sell or promote the Company’s products or income opportunity at flea markets, swap meets, mall kiosks or garage sales, without prior Company authorization. You must therefore submit an Event Request Form to the Zurvita Compliance Department for authorization to sell or display products at these events. Event Request Forms may be found in the Z-Center and submitted to Compliance at [email protected].

10.2 Use of Company Names and Protected MaterialsA. A Zurvita Independent Consultant must safeguard

and promote the good reputation of Zurvita and the products it markets. The marketing and promotion of Zurvita, the Zurvita opportunity, the Compensation Plan, and Zurvita products 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 Zurvita must be used in their original form and cannot be changed, amended or altered except with prior written authorization from the Zurvita Compliance Department.

C. The name of Zurvita, each of its product names and other names that have been adopted by Zurvita in connection with its business are proprietary trade names, trademarks and service marks of Zurvita. An Independent Consultant logo will be provided. As such, these marks are of great value to Zurvita and are supplied to Independent Consultants for their use only in an expressly authorized manner.

D. A Zurvita Independent Consultant’s use of the name “Zurvita,” “Zeal,” “Zeal Challenge,” and all product names are restricted to protect Zurvita proprietary rights, ensuring that the Zurvita protected names will not be lost or compromised by unauthorized use. Use of the Zurvita name on any item not produced by Zurvita is prohibited except as follows:

1. [Independent Consultant’s name] Zurvita Independent Consultant

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

1. All stationery (i.e. letterhead, envelopes, and business cards) bearing the Zurvita name or logo intended for use by the Independent Consultant must be authorized in writing by the Zurvita Compliance Department and have the Independent Consultant’s logo present.

2. Zurvita Independent Consultants may list “Zurvita Independent Consultant or Independent Consultant” in the white pages of the telephone directory or online under his or her own name.

3. Zurvita Independent Consultants may not use the name Zurvita in answering his or her 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, “Zurvita Independent Consultant.”

F. Certain photos and graphic images used by Zurvita in its advertising, packaging, and websites are the result of paid contracts with outside vendors that do not extend to Independent Consultants.

G. Any inquiries by the media are to be referred immediately to the Compliance Department. Independent Consultants are prohibited from granting radio, television, newspaper, tabloid, Internet, or magazine interviews, or using public appearances, public speaking engagements, or

making any type of statement to the public media to publicize the Company, its products or their Zurvita businesses, without the express prior (7 days) written authorization from the Company. This policy is to assure accuracy and consistent public image.

H. A Zurvita Independent Consultant shall not appear on or make use of television or radio, or make use of any other media to promote or discuss Zurvita or its programs, products without prior written permission from the Zurvita Compliance Department.

I. An Independent Consultant may not produce for sale or distribution any Company event or speech, nor may an Independent Consultant reproduce Zurvita audio or video clips for sale or for personal use without prior written permission from the Zurvita Compliance Department.

J. Zurvita reserves the right to rescind its prior authorization 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 Independent Consultant.

K. An Independent Consultant shall not promote non-Zurvita products in conjunction with Zurvita products on the same Websites or same advertisement without prior authorization from Zurvita Compliance.

L. An Independent Consultant shall never imply that any of the Zurvita products are designed to prevent, treat, cure or mitigate any diseases. Health claims related to various diseases will not be acceptable.

10.3 Faxes and E-mail - LimitationsA. Except as provided in this section, an Independent

Consultant may not use or transmit unsolicited faxes, e-mail, mass e-mail distribution, or “spamming” that advertises or promotes the operation of his or her Zurvita business. The exceptions are:

1. Faxes or e-mailing any person who has given prior permission or invitation.

2. Faxing or e-mailing any person with whom the Independent Consultant has established a prior business or personal relationship.

B. In all states where prohibited by law, an Independent Consultant 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. No phone burners or auto dialers are permitted.

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

1. 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.

2. A clear return path or routing information. 3. The use of legal and proper domain name. 4. A clear and obvious notice of the opportunity to

decline to receive further commercial facsimile or e-mail messages from the sender.

5. 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.

6. The true and correct name of the sender, valid senders fax or e-mail address, and a valid sender physical address.

7. The date and time of the transmission. 8. Upon notification by recipient of his or her

request not to receive further faxed or e-mailed documents, a Zurvita Independent Consultant 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:

1. Use of any third party domain name without permission.

2. Sexually explicit materials.

10.4 Internet and Third-Party Website RestrictionsA. An Independent Consultant who is a Regional

Consultant or above, may use third- party sites that contain materials copied from corporate sources (such as Zurvita brochures, CDs, videos, tapes, events, presentations, and corporate Websites) or create his or her own Zurvita material as long as it is authorized prior to use by Zurvita.

B. This policy ensures brand consistency, allows customers and Independent Consultants to stay up-to-date with changing products and information, facilitates enrollment under the correct Sponsor, and assists in compliance with government regulations.

C. A Zurvita Independent Consultant may not sell Zurvita products or offer the Income Opportunity using “online auctions,” or other sales platforms such as eBay, craigslist, Amazon and any other auction website that goes against the spirit of our Policies and Procedures.

D. If any member of an Independent Consultant’s friends, neighbors, co-workers, or extended family engages in any activity which, if performed by the Independent Consultant, would violate any provision of the Agreement, such activity will be deemed unethical.

E. An Independent Consultant may not use or attempt to register any of Zurvita’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, or blogs.

10.5 Advertising and Promotional MaterialsA. You may not advertise any Zurvita products at a

price LESS than the highest company published. No special enticement advertising is allowed. This includes but is not limited to offers of free entry, 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 integrity.

C. All advertising, including but not limited to print, Internet, television, radio, etc., are subject to prior written authorization by the Zurvita Compliance Department.

D. All requests for authorizations with respect to advertising must be directed to the Zurvita Compliance Department via the authorization review process found in the Z-Center.

E. Zurvita authorization is not required to place blind ads that do not mention Zurvita, its employees, any of its products, services designs, symbols, programs, and trademarked, copyrighted, or otherwise protected materials.

F. Zurvita reserves the right to rescind its prior authorization 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 market place without obligation to the affected Independent Consultant. If this is to occur, Zurvita is not financially liable for reimbursement to consultant for marketing material costs.

G. Each Independent Consultant agrees not to use any written, printed, recorded or any other material in advertising, promoting or describing any product of Zurvita or Zurvita business which has not been supplied by the Company, unless such material has been submitted to Zurvita and authorized in writing by the Company before being disseminated, published or displayed. Such material can be submitted to “Compliance” through the Consultant’s Z-Center.

H. Each Independent Consultant agrees to indemnify the Company and hold it harmless from any and all liability including judgments, civil penalties, refund, attorney fees, court costs or lost business incurred by the Company as a result of an Independent Consultant’s unauthorized representation concerning the Company of its products or services or use of its trademarks, service marks or copyrights.

10.6 Social Media, Website and InternetZurvita believes that social media is an important form of communication. Web content created through collaboration on blogs, Facebook, Twitter, LinkedIn and other online technologies, make it easier for Consultants to identify, connect and share information with customers, prospects, and the Zurvita family. What exactly is Social Media? Let’s look at the Zurvita Policies for more information...

Social Media DefinitionSocial media includes all types of online media that invites, expedites or promotes conversation, comment, rating, and/or user-generated content, as opposed to traditional media, which delivers content but does not allow readers/viewers/listeners to participate in the creation or development of content, or the comment or response to content. Examples of Social Media include, but are not limited to discussion forums, blogs, Facebook, Twitter, LinkedIn, craiglist, Monster, Vine, Pinterest and YouTube.

A. Social Media UseSocial Media may be used by Consultants. However, Consultants who elect to use Social Media must adhere to the requirements set forth in this subsection as well policies relating to Advertising and Promotional Materials found in section 10.5 of the Polices.

Consultants may not use any noncompliant verbiage as usernames on any e-mail addresses, URLs or social media websites. Consultants may follow Zurvita Corporate pages on Social Media.

B. Official Corporate WebsiteThe Company maintains an official corporate website. Independent Consultants are allowed to advertise on the Internet through an authorized Company program which allows Independent Consultants to personalize with the Independent Consultant’s message and the Independent Consultant’s contact information (the “Consultant Website”.)

C. Consultants Are Responsible for Postings & Use of Proper (Income/Product) DisclaimersConsultants are personally responsible for any of their postings and all other online activity that relates to Zurvita. Therefore, even if a Consultant does not own or operate a blog or Social Media site, and if a Consultant posts to any such site that relates to Zurvita or which can be traced to Zurvita, the Consultant is responsible for the posting. Consultants are also responsible for postings which occur on any blog or Social Media site that the Consultant owns, operates, or controls.

D. Identification as a Zurvita Independent ConsultantYou must disclose your first name on all Social Media sites and conspicuously identify yourself as a Zurvita Independent Consultant regardless of it being a fan page or a personal page. (For example: Sally Johnson, Zurvita Independent Consultant.) Anonymous postings or use of an alias is prohibited. You must not identify yourself as the Zurvita corporate office or employee on any Social media websites such as a Facebook domain name of Zurvita Corporate.

The use of the company name Zurvita may only be used when it is followed by Independent Consultant. (For example: Sally Johnson, Zurvita Independent Consultant.) Independent Consultants may not use the trademarks of Zurvita or any derivative or abbreviation thereof as a domain name or email address.

Independent Consultants may not use the name Zurvita, Zeal, Zeal Weight Management, and Zeal Challenge in the title of a Facebook page. Zurvita reserves the right to request the title of any Facebook page to be changed in the event it infringes on the Zurvita trade name and copyright.

E. SpammingIndependent Consultants must not use email addresses without receiving specific permission from recipients. Spamming or distribution of chain letters or junk mail is not allowed.


F. Social Media as a Sales and Promotion ForumSocial Media sites are relationship-building sites. While building relationships is an important part of the sales process, Social Media sites may not be used as a direct medium for generating sales or explaining the Zurvita income opportunity. Online sales may only be generated from a Consultant’s Zurvita replicated web site. Likewise, Consultants shall not use any Social Media site to explain the Zurvita compensation plan or any component of the compensation plan.

Consultants may not use auction websites to publicize or sell Zurvita products such as eBay or Amazon. Consultants may not advertise jobs on classified ad websites, for example, Monster, craiglist or Yahoo jobs.

Independent Consultants may not advertise or promote their Zurvita business or the Company’s products or marketing plan or use the Company’s name in any electronic media or transmission, including on the Internet (such as eBay, Amazon, craigslist, Twitter, etc.) except via a Consultant Website unless media or transmission is authorized by Company.

Independent Consultants may not have a third party act as a go between to sell product on eBay, Amazon, craigslist or other online sales websites.

The use of PayPal is strictly prohibited.

G. Posting Links to Replicated Web SitesWebsites may be used by Independent Consultants in connection with their Zurvita business as long as the website is authorized by Zurvita. Consultants may link to their replicated website within a post. Consultants may also submit their own text for authorization prior to posting to a Social Media site in order to uphold these policies.

H. Use of Zurvita LogoConsultant may use the Zurvita Independent Consultant logo in their postings as long as they are using an authorized content. Consultants may also use the Zurvita Independent Consultant logo as one of their images or in an image that represents their account as long as it conforms to the policies and procedures.

I. Posting Photos and VideosConsultants may not post any copyright photos without expressed consent from the owner. Posting photos of others without their expressed permission is prohibited. You may post or “pin” photographs or repost videos provided on our corporate social media site, as long as

you do not edit the video in any way. You may describe the video, as long as the description is in accordance with our Policies and Procedures.

J. Media OutletsYou may not coordinate, appear in or solicit any media on behalf of Zurvita. All media requests must be submitted to Compliance PRIOR to use.

K. Deceptive PostingsPostings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the Zurvita income opportunity, products and/or your biographical information and credentials.

L. Use of Third Party Intellectual PropertyIf you use the trademarks, trade names, service marks, copyrights, or intellectual property of any third party in any posting, it is your responsibility to ensure that you have received the proper license to use such intellectual property, and paid the appropriate license fee. All third-party or other companies other than Zurvita, as an intellectual property must be properly referenced as the property of the third-party. You must adhere to any restrictions and conditions that the owner of the intellectual property places on the use of its property.

M. Respecting PrivacyAlways respect the privacy of others in your postings. Consultants must not engage in gossip or advance rumors about any individual, company, or competitive products. Consultants may not list the names of other individuals or entities on their postings unless they have the written permission of the individual or entity that is the subject of their posting.

N. ProfessionalismConsultants must ensure that your postings are truthful, accurate and in a professional manner. Abide by all laws and regulations regarding electronic communications. This may require that you fact-check all material you post online. You should also carefully check your postings for spelling, punctuation, and grammatical errors. Use of offensive language is prohibited.

O. Prohibited PostingsConsultants may not make any posting, or link to any postings or other material:

• That is sexually explicit, obscene, vulgar, or pornographic.

• That is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity,


creed, religion, gender, sexual orientation, physical disability, or otherwise).

• That is graphically violent, including any violent video game images.

• That is solicitous of any unlawful behavior. • That makes offers or solicitations in the name of

research, surveys or informal communication, when the real intent is to sell products or sponsor Independent Consultants.

• That engages in personal attacks on any individual, group, or entity.

• That is in violation of any intellectual property rights of the Company or any third party.

P. Responding to Negative PostsDo not communicate with anyone who places a negative post against you, other Independent Consultants, or Zurvita. Report negative posts to the Company at [email protected]. Responding to such negative posts often fuels a discussion with a volatile individual who does not hold themselves to the same high standards as Zurvita, and therefore damages the reputation and good will of Zurvita. Zurvita may respond to negative posts. Consultants are encouraged not to respond to such negative posts.

Q. Cancellation of Your Zurvita BusinessIf your Consultant Agreement is cancelled for any reason, you must discontinue the use of Zurvita name, as well as all of Zurvita trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all Social Media sites that you utilize. If you post on any Social Media site on which you have previously identified yourself as an Independent Zurvita Consultant, you must conspicuously disclose that you are no longer an Independent Zurvita Consultant.

10.7 Testimonial PermissionA. By executing online the Zurvita Independent

Consultant Agreement, an Independent Consultant gives Zurvita permission to use his or her 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 Zurvita Income Opportunity, an Independent Consultant waives any right to be compensated for the use of his or her testimonial or image and likeness even though Zurvita may be paid for items or sales materials containing such image and likeness.

In some cases, an Independent Consultant’s testimonial may appear in another Independent Consultant’s advertising materials. If an Independent

Consultant does not wish to participate in Zurvita sales and marketing materials, he or she should provide a written notice to the Zurvita 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.

10.8 Telemarketing - LimitationsA. A Zurvita Independent Consultant must not engage

in boiler room telemarketing techniques in relation to the operation of the Independent Consultant’s Zurvita business. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity unknown to them, to induce the purchase of Zurvita products, or to recruit them for the Zurvita 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 of which Zurvita Independent Consultants are required to abide by.

C. While an Independent Consultant may not consider himself or herself 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 Independent Consultant 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 Independent Consultants that promote either Zurvita products or the Zurvita opportunity is considered telemarketing and is prohibited.

E. Exceptions to Telemarketing Regulations: A Zurvita Independent Consultant may place telephone calls to prospective customers, or Independent Consultants under the following limited situations:

1. If the Independent Consultant has an established business relationship with the prospect.

2. If the Independent Consultant receives written and signed permission from the prospect authorizing the Independent Consultant to call. The authorization must specify the telephone


number(s) that the Independent Consultant is authorized to call. 3. If the call is to family members, personal friends,

and acquaintances. However, if an Independent Consultant makes a habit of collecting excessive business cards from everyone he/she meets and subsequently calls them, the FTC may consider this a form of telemarketing that is not subject to this exemption.

4. Zurvita Independent Consultants engaged in calling “acquaintances,” must make such calls on an occasional basis only and not as a routine practice.

F. An Independent Consultant shall not use automatic telephone dialing systems in the operation of his or her Zurvita businesses. The use of the Company’s name or copyrighted materials may not be made with automatic calling devices or “boiler room” operations either to solicit Independent Consultants or retail customers.

G. Failure to abide by Zurvita policies or regulations as set forth by the FTC and FCC. Regarding telemarketing may lead to consequences against the Independent Consultant’s position, up to and including termination of the position.

H. By executing the Independent Consultant Agreement or by accepting commissions , other payments or awards from Zurvita, an Independent Consultant gives permission to Zurvita and other Independent Consultants to contact them as permitted under the Federal Do Not Call regulations.

I. In the event an Independent Consultant violates this section, Zurvita reserves the right to institute legal proceedings to obtain monetary or equitable relief.

11 International Marketing11.1 International Marketing PolicyA. A Zurvita Independent Consultant is authorized to

sell Zurvita products, to customers, Independent Consultants only in the countries in which Zurvita is authorized to conduct business, according to the Policies and Procedures of each country. Zurvita Independent Consultants may not sell products in any country where Zurvita products have not received applicable government authorization or approval.

B. An Independent Consultant may not, in any unauthorized country, conduct sales, enrollment or training meetings, enroll or attempt to enroll potential

customers, or Independent Consultants, nor conduct any other activity for the purpose of selling Zurvita products, establishing a sales organization, or promoting the Zurvita income opportunity.

12 Changes to an Independent Consultant Business12.1 Modification of the Independent Consultant AgreementA. A Zurvita Independent Consultant may modify his

or her existing Independent Consultant 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 owned by the Independent Consultant) by submitting a written request, accompanied by a new Independent Consultant Agreement and the requested documentation completed with fresh signatures (not a “crossed out” or “white- out” version of the first agreement), and any appropriate supporting documentation.

12.2 Change Sponsor for Active Independent ConsultantsMaintaining the integrity of the organizational structure is mandatory for the success of Zurvita and our Independent Consultants. Zurvita discourages any change of sponsor. The company reserves the right to review any submitted complaints and make a formal decision in the event of a request for change of sponsor or placement.

In the unusual event that a change of sponsorship is approved, an Independent Consultant must comply with following procedures:

1. Submit a written request via fax or email to Compliance.

2. Submit a Zurvita Independent Consultant Agreement showing the correct Sponsor and Placement, and any appropriate supporting documentation.

3. If a Consultant is requesting their downline transfer with them, they must submit a written request to Zurvita, accompanied by signed letters of approval from all eight (8) immediate upline Consultants. Zurvita will review this request on a case-by- case basis.

A. Based on a case-by-case basis and upon authorization, the Independent Consultant’s down-line, if any, will transfer with the Independent Consultant.


B. After the first 60 days from initial enrollment, Zurvita will honor the Sponsor/Placement as shown:

1. On the most recently signed Independent Consultant Agreement on file or

2. Self-enrolled on the Website (i.e., electronically signed Web agreement).

3. If for any reason after the 60 days, Independent Consultants must send in a corporate request and we will then consider authorization based on the merits of the request.

C. Zurvita 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.

12.3 Change Sponsor or Placement for Inactive Independent ConsultantsA. Once the Independent Consultant has been out

of the business for six months by resigning, the Independent Consultant is eligible to re-enroll in Zurvita under the Sponsor/Placement of their choice.

B. Such Independent Consultant does not retain former rank, down-line, or rights to commissions from his or her former organizations.

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

12.4 Change OrganizationsIf a Zurvita Independent Consultant wishes to transfer, gift or assign their business account, he or she must submit a letter of resignation to the Zurvita Consultant Services Department and remain inactive from Zurvita for 6 months from the receipt of the letter before being eligible to re-enroll under a different Sponsor/Placement.

A. Zurvita retains the right to approve or deny any request to re-enroll after an Independent Consultant’s resignation.

B. If re-enrollment is authorized, the former Independent Consultant will be issued a new Zurvita account number and will be required to submit a new Independent Consultant Agreement. The Independent Consultant will not be entitled to keep any former rank, down-line, or rights to commissions from any prior organization.

C. Transfers may not be done outside of the original organization unless prior authorization is granted

from Zurvita.12.5 Unethical SponsoringA. Unethical sponsoring activities include, but are not

limited to, enticing, bidding or engaging in unhealthy competition in trying to acquire a prospect or new Independent Consultant from another Independent Consultant or influencing another Independent Consultant to transfer to a different sponsor.

B. Allegations of unethical sponsoring must be reported in writing to the Zurvita Compliance Department within the first 30 days of enrollment. If the reports are substantiated, Zurvita may transfer the Independent Consultant or the Independent Consultant’s down-line to another sponsor, Placement or organization without authorization from the current Upline Sponsor or Placement Independent Consultants. Zurvita remains the final authority in such cases.

12.6 Sale of Account OwnershipA. In order to preserve the integrity of the hierarchical

structure, it is necessary for Zurvita to place restrictions on the transfer, assignment, or sale of a position.

B. A Zurvita Independent Consultant may not sell or assign his or her rights to the position as an Independent Consultant without prior written authorization by Zurvita, which authorization will not be unreasonably withheld. Any attempted sale without such authorization may be voided at the discretion of Zurvita.

C. Should the sale be authorized by Zurvita, the Buyer assumes the position of the Seller not at the current qualified title, but at the current “paid as” rank, at the time of the sale and acquires the seller’s down-line.

D. To request corporate authorization for a sale or transfer of a Zurvita position, the following items must be submitted to the Zurvita Compliance Department:

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

2. A Zurvita Independent Consultant Agreement completed and signed by the Buyer.

3. Payment of the $100 administration fee. 4. A completed W-9 tax form and any additional

supporting documentation requested by Zurvita.

E. The position must be offered to the first six Consultants upline of the seller whose rank must be equal or greater value and Zurvita for a right of first refusal.

F. The purchaser will be subject to the following:


1. The purchaser will be subject to non-compete rules of the seller as stated in 9.2 Obligation of Confidentiality.

2. If the seller cross recruits or competes with Zurvita, Zurvita has the right to terminate the position. If the seller violates the Policies and Procedures the buyer may be held accountable.

3. The position will be registered with Zurvita under the Consultant Agreement (see paragraph D, item 3 above) as a LLC or corporation in good standing.

4. If the purchaser is a Consultant with Zurvita, which would create two business positions, the purchaser may NOT personally sponsor additional Consultant or Customer positions.

G. Any debt obligations, or account suspensions that either Seller or Buyer may have with Zurvita must be satisfied prior to the approval of the sale or transfer by Zurvita.

H. A Zurvita Independent Consultant who sells his or her position is not eligible to re-enroll as a Zurvita Independent Consultant in any organization for 6 full calendar months following the date of the sale except as otherwise expressly set forth in these Policies and Procedures.

I. Zurvita reserves the right to refuse authorization on any account sale request if it does not deem a suitable move for the organizational structure.

12.7 Transfer of an AccountA. If a Zurvita Independent Consultant wishes to

transfer, gift or assign their Independent Consultant account, he or she must submit a Consultant Account Transfer Form properly completed and signed to the Zurvita Compliance department at [email protected].

B. You may not transfer your Zurvita account to another consultant account.

C. Upon receipt and acceptance of the Account Transfer Form, by the Compliance Department, the request will be forwarded to standing committee for review.

D. To request corporate authorization for the transfer of a Zurvita position, the following items must be submitted to the Zurvita Compliance Department:

1. Consultant Account Transfer Form properly completed, with the requisite signatures.

2. A Zurvita Independent Consultant Agreement completed and signed by the Buyer.

3. Payment of the $100 administration fee.

4. A completed W-9 tax form and any additional supporting documentation requested by Zurvita.

E. A new Zurvita account ID number will be issued to replace the transferred account ID.

F. Any debt obligations, or account suspensions that either new account holder or previous Consultant may have with Zurvita must be resolved prior to the authorization of the transfer by Zurvita.

G. The previous account holder will be subject to the non-compete rules stated in 9.2. If the previous account holder violates policy, cross recruits or competes with Zurvita, Zurvita has the right to terminate the position.

H. Effective the date authorized account transfer; appropriate tax documents will be issued to the transferee. Prior to the effective date of the authorized transfer, the appropriate tax documents will be issued to the transferor.

I. A Zurvita Independent Consultant may not assign his or her rights to the position as an Independent Consultant without prior written authorization by Zurvita which authorization will not be unreasonably withheld. Any attempted transfer without such authorization may be voided at the discretion of Zurvita.

J. A Zurvita Independent Consultant who transfers his or her position is not eligible to re-enroll as a Zurvita Independent Consultant in any organization for 6 full calendar months following the date of the sale except as otherwise expressly set forth in these Policies and Procedures.

K. Zurvita reserves the right to refuse authorization on any account transfer request if it does not deem a suitable move for the organizational structure.

12.8 Separating a Zurvita BusinessA. Pending a divorce or dissolution of a partnership or

other business entity, the parties must adopt one of the following methods of operation:

1. One of the parties may, with the written consent of the other(s), operate the Zurvita business whereby the relinquishing Spouse, shareholders, partners, members or trustees authorize Zurvita to deal directly and solely with the other Spouse, non-relinquishing shareholder, partner, member or trustee.

2. The parties may continue to operate the Zurvita business jointly on a “business as usual” basis,


whereupon all compensation paid by Zurvita will be paid in the name designated by the Independent Consultants or in the name of the entity to be divided, as the parties may independently agree between them. If no name is stipulated, Zurvita will pay compensation to the name on record and in such event, the Independent Consultant named on the account shall indemnify Zurvita from any claims from the other business owner or the other Spouse with respect to such payment.

B. Zurvita recognizes only one Down-line organization and will issue commissions per one Zurvita business per commission cycle. Under no circumstances will the Down-line of an organization be divided, nor will Zurvita split commissions and bonuses. The Company will continue to pay commissions in the same manner as before the divorce until it receives written notice signed by both parties or a court decree which specifies how future commissions should be paid.

C. If a relinquishing Spouse, partner or owner of the business has completely relinquished (“Relinquishing Party”), in writing, all rights to theoriginal Zurvita business, he or she may immediately thereafter re-enroll under the Sponsor and Placement of his or her choice. In such cases, however, the Relinquishing Party shall have no rights to, and shall not solicit, any Independent Consultant or active customer in the former organization, and must develop a new business in the same manner as any other new Zurvita Independent Consultant. An Independent Consultant in the Relinquishing Party’s former Down-line who wishes to transfer to the Relinquishing Party’s new organization or to any other organization, must comply with the requirements.

12.9 SuccessionA. Upon the death or incapacity of an Independent

Consultant, the Independent Consultant’s business may be passed on to his or her legal successors in interest (successor). Whenever a Zurvita business is transferred by will or other testamentary process, the successor acquires the right to collect all bonuses and commissions of the deceased Independent Consultant’s sales organization. The successor must:

1. Complete and sign a new Zurvita Independent Consultant Agreement.

2. Comply with the terms and provisions of the Independent Consultant Agreement.

B. Bonus and commission checks of a Zurvita business transferred based on this section will be paid in a

single check to the successor. The successor must provide Zurvita with an “address of record” to which all bonus and commission checks will be sent. Checks will be based on the current performance of the position, not the highest rank or volume achieved.

C. If the business is bequeathed to joint devisees (successor), they must form a business entity and acquire a Federal taxpayer identification number. Zurvita will issue all bonuses and commissions and one 1099 Miscellaneous Income Tax form to the business entity only.

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

1. A certified copy of the death certificate; and 2. A notarized copy of the will or other appropriate

legal documentation establishing the successor’s right to the Zurvita business.

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

1. A notarized copy of an appointment as trustee; 2. A notarized copy of the trust document or other

appropriate legal documentation establishing the trustee’s right to administer the Zurvita business; and

3. A completed Independent Consultant Agreement executed by the trustee.

F. If the successor is already an existing Independent Consultant, Zurvita will allow such Independent Consultant to keep his or her own position plus the inherited position active for up to 6 months. By the end of the 6 month period, the Independent Consultant must have compressed (if appropriate), sold or otherwise transferred either the existing position or the inherited position.

G. If the successor wishes to terminate the Zurvita position, he or she must submit a notarized statement stating the desire to terminate the position, along with a certified copy of the death certificate, appointment as trustee, or other appropriate legal documentation or let the position go inactive.

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


12.10 Resignation/Voluntary CancellationA. An Independent Consultant may immediately

terminate his or her position by submitting a written notice or email to the Zurvita Compliance Department [email protected]. The written notice must include the following:

1. The Independent Consultant’s intent to resign 2. Date of resignation 3. Zurvita Identification Number 4. Reason for resigning 5. Signature

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

12.11 Dynamic Compression & Roll-Up At the end of the month if an Independent Consultant drops below 70 Personal Business Volume, that Consultant will receive an email stating they will not be paid overrides and will only be paid commission on personal sales. If that Independent Consultant remains below 70 Personal BV for the following month, the organization is dynamically compressed upline for commission purposes only for the monthly commission pay period. The first month the Consultant reaches 70 PBV, the compression will be lifted and will be paid according to their qualified rank with no compression. *Inactive Consultants will have their organization compressed for commission purposes but not have their organization roll up unless they choose to cancel.

A Roll Up of downline occurs when a Consultant chooses to cancel their account status or when a Consultant has been terminated. Roll up will also take place when a Consultant fails to pay (if required) their $25 annual renewal fee. If any of these circumstances arise, all frontline Consultants to the terminated or cancelled Consultant will have their Placed Enroller changed to their next active upline Consultant.

The Zurvita Independent Consultant who is involuntarily terminated by Zurvita may not re-apply for a position, either under his or her present name or any other name or entity, without the express written consent of an officer of Zurvita, following a review by the Zurvita Policy Review Committee. In any event, such Independent Consultant may not re-apply for a position for 12 months from the date of termination.

12.12 Effect of CancellationA. Following an Independent Consultant’s

cancellation for inactivity or voluntary or involuntary termination (collectively, a “cancellation”), such Independent Consultant:

1. Shall have no right, title, claim or interest to any commission or bonus from the sales generated by the Independent Consultant’s former organization or any other payments in association with the Independent Consultant’s former position.

2. Effectively waives any and all claims to property rights or any interest in or to the Independent Consultant’s former down-line organization.

3. Shall receive commissions and bonuses only for the last full pay period in which he or she was active prior to cancellation, less any amounts withheld during an investigation preceding an involuntary cancellation, and less any other amounts owed to Zurvita.

13 Disciplinary Sanctions13.1 Imposition of Disciplinary Action - PurposeIt is the spirit of Zurvita that integrity and fairness should pervade among its Independent Consultants, thereby providing everyone with an equal opportunity to build a successful business. Therefore, Zurvita reserves the right to impose disciplinary sanctions at any time, when it has determined that an Independent Consultant 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 Zurvita.

13.2 Consequences and Remedies of BreachA. Disciplinary actions may include one or more of the following:

1. Monitoring an Independent Consultant’s conduct over a specified period of time to assure compliance;

2. Issuance of a written warning or requiring the Independent Consultant to take immediate corrective action;

3. Imposition of a fine (which may be imposed immediately or withheld from future commissions) or the withholding of commission checks (a Commission Hold) until the matter causing the Commission Hold is resolved or until Zurvita receives adequate additional assurances from the Independent Consultant to ensure future compliance;


4. Suspension from participation in Company or Independent Consultant events, rewards, or recognition;

5. Suspension of the Zurvita Independent Consultant Agreement and position for one or more pay periods;

6. Involuntary termination of the Independent Consultant’s agreement and position;

7. Any other measure which Zurvita deems feasible and appropriate to justly resolve injuries caused by the Independent Consultant’s policy violation or contractual breach; OR

8. Legal proceedings for monetary or equitable relief.

14 Dispute Resolution14.1 GrievancesA. If a Zurvita Independent Consultant has a grievance

or complaint against another Independent Consultant regarding any practice or conduct relating to their respective Zurvita businesses, he or she is encouraged to resolve the issue directly with the other party. If an agreement cannot be reached, it must be reported directly to the Zurvita Compliance Department as outlined below in this Section.

B. The Zurvita Compliance Department and/or Policy Review Committee will be the final authority on settling such grievance or complaint and its written decision shall be final and binding on the Independent Consultants involved.

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

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

E. Process for Grievances:

1. The Zurvita Independent Consultant should submit a written letter or email of complaint directly to the Zurvita Compliance Department. The email or 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. Dates; d. Number of occurrences; e. Persons involved; and f. Supporting documentation.

2. Upon receipt of the written complaint, the Zurvita Policy Review Committee and/or Compliance Department will conduct an investigation according to the following procedures:

a. The Compliance Department will send an acknowledgment of receipt to the complaining Independent Consultant;

b. The Compliance Department will provide a verbal or written notice of the allegation to the Independent Consultant under investigation. If a written notice is sent to the Independent Consultant, he or she will have 15 business days from the date of the notification letter to present all information relating to the incident for review by Zurvita.

c. The Compliance Department will thoroughly investigate the complaint, 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 this time. Independent Consultant calls, letters, and requests for “progress reports” during the course of the investigation will not be answered or returned.

F. Zurvita will make a final decision and timely notify the Zurvita Independent Consultants involved.

14.2 Suspension and Termination ProcessZurvita reserves the right to warn, suspend or terminate an Independent Consultant’s position for, but not limited to, the following reasons;

1. Violation of any terms or conditions of the Independent Consultant Agreement.

2. Violation of any provision in these Policies and Procedures.

3. Violation of any provision in the Compensation Plan.4. Violation of any applicable law, ordinance, or

regulation regarding the Zurvita business.


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

6. Returning over $500 worth of products and sales tools for a refund within a 12 month period.

The Zurvita Independent Consultant who is involuntarily terminated by Zurvita may not re-apply for a position, either under his or her present name or any other name or entity, without the express written consent of an officer of Zurvita, following a review by the Zurvita Policy Review Committee. In any event, such Independent Consultant may not re-apply for a position for 12 months from the date of termination.

The Independent Consultant Agreement may be canceled with our without cause by either party upon a thirty (30) day prior written notice to the other party.

a. The Company reserves the right to warn, suspend or terminate (as necessary) any Independent Consultant at any time for cause when it is determined that the Independent Consultant has violated the provisions of the Independent Consultant Agreement, including the provisions of these Policies and Procedures. Such involuntary termination shall be made by the Company at its sole discretion.

b. If an Independent Consultant discredits the name of Zurvita, it may be found to be cause.

c. If an Independent Consultant misrepresents Zurvita by making claims contrary to Zurvita literature, either product or income claims, it may be found to be cause.

d. Other material cause, at the sole discretion of Zurvita.

When a decision is made to suspend or terminate an Independent Consultant, Zurvita will inform the Independent Consultant in writing that their position may be suspended or terminated immediately, effective of the date of the written notification or other specified date.

Upon an involuntary termination, the Company shall notify the Independent Consultant by email and U.S. standard mail at the latest Independent Consultant’s address listed with the Company. In the event of a termination, the terminated Independent Consultant agrees to immediately cease representing him/herself as an Independent Consultant of Zurvita.

The Independent Consultant will have fourteen (14) days from the date of the mailing of the notification letter or email in which to respond to and thereby appeal in writing the suspension or termination. The Independent

Consultant’s written appeal must be received or postmarked within fourteen (14) days of the suspension/termination letter. If the appeal is not received or postmarked within the fourteen (14)-day period, this failure to respond in a timely fashion will be considered acceptance of the suspension/termination.

If the Independent Consultant does file a timely appeal of termination, Zurvita and a review panel of five will review its decision, along with any other information it may deem relevant, reconsider any other appropriate action, and notify the Independent Consultant of its decision.

The decision will be final and subject to no further review. In the event the suspension/termination is not rescinded, suspension/termination will be effective as of the date of the original designated suspension/termination date. If the Independent Consultant takes exception with the final outcome following the review process, the Consultant must proceed to mandatory arbitration as specified in Section 14.2.

14.3 ArbitrationA. Any controversy or claim arising out of or relating

to the Zurvita Independent Consultant Agreement unresolved by way of the Zurvita review process, the Independent Consultant’s business or any dispute between Zurvita and the Independent Consultant, shall be settled by binding and confidential arbitration administered by the American Arbitration Association under its commercial arbitration rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any such arbitration shall be held in Houston, Texas. There shall be one arbitrator, who shall have expertise in business law transactions and who shall be knowledgeable in the direct selling industry, selected from a panel provided by the American Arbitration Association.

B. The prevailing party in any such arbitration shall be entitled to receive from the losing party, all costs and expenses of arbitration, including reasonable attorney’s fees and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to judgment in any court of competent jurisdiction.

C. This agreement to arbitration shall survive any termination or expiration of the Independent Consultant Agreement.


D. Nothing in these Policies and Procedures shall prevent Zurvita 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 Zurvita 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.

E. NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE.

F. These Policies and Procedures and any arbitration involving an Independent Consultant and Zurvita shall be governed by and construed in accordance with the laws of the state of Texas, without reference to its principles of conflict of laws.

14.4 SeverabilityIf 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.

14.5 WaiverOnly an officer of Zurvita can, in writing, affect a waiver of the Zurvita Policies and Procedures. Zurvita’s waiver of any particular breach by an Independent Consultant shall not affect Zurvita’s rights with respect to any subsequent breach, nor shall it affect the rights or obligations of any other Independent Consultant.The existence of any claim or cause of action of an Independent Consultant against Zurvita shall not constitute a defense to Zurvita’s enforcement of any term or provision of these Policies and Procedures.

14.6 Successors and ClaimsThe agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

15 Governing LawThese Policies and Procedures shall be governed by and construed in accordance with the Laws of the State of Texas and the exclusive jurisdiction of the United States courts.

16 Montana ResidentsA Montana resident may cancel his or her Consultant Agreement within 15 days from the date of enrollment and receive a 100% refund for all fees paid and products or services purchased prior to the date of cancellation.

17 Louisiana ResidentsNotwithstanding the foregoing, residents of the State of Louisiana shall be entitled to bring an action against Zurvita in their home forum and pursuant to Louisiana law.

18 Zurvita Glossary Of Terms ACTIVE INDEPENDENT CONSULTANT: An Independent Consultant who has either a paid website or personal business volume. Active Independent Consultants in good standing have the right to sponsor and enroll others into Zurvita.

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

CANCEL: The termination of an Independent Consultant’s business. Cancellation may be either voluntary, involuntary, or through non-renewal.

COMMISSION QUALIFIED: An Independent Consultant who has satisfied the minimum volume requirements, as set forth in the Compensation Plan.

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

CROSS-LINE SPONSORING: The enrollment into a different line of sponsorship of an individual, or business entity that already has a signed the Independent Consultant Agreement.


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

EXPIRED: When an Independent Consultant no longer has an active status.

INDEPENDENT CONSULTANT: An individual who purchases product, generates retail sales and business building commissions.

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

ORGANIZATION: The customers and Independent Consultants placed below a particular Independent Consultant.

OFFICIAL ZURVITA MATERIAL: Literature, audio or video tapes, and other materials developed, printed, published, and distributed by Zurvita to Independent Consultants.

PLACEMENT: Your position inside your Sponsor’s organization.

PERSONAL BUSINESS VOLUME: The volume that an Independent Consultant generates with the sale of products.

RECRUIT: For purposes of Zurvita’s Conflict of Interest Policy, the term “Recruit” meansthe actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Zurvita Independent Consultant 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 labeling has not been

altered or damaged 3. They are in a condition such that it is a

commercially reasonable practice within the trade to sell the merchandise at full price, and

4. The product contains current Zurvita labeling. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be resalable.

SOLICITATION: An Independent Consultant that entices other Zurvita members to non-Zurvita programs.

SPONSOR: An Independent Consultant who enrolls a customer, Retailer, or another Independent Consultant into the Company, and is listed as the Sponsor on the Independent Consultant Agreement. The act of enrolling others and training them to become Independent Consultants is called “sponsoring.”

TERMINATED: Independent Consultants not renewing by the renewal date shall be deemed to have voluntarily terminated their Independent Consultant relationship with the Company.

UP-LINE: This term refers to the Independent Consultants above a particular Independent Consultant in a sponsorship line up to the Company. It is the line of sponsors that links any particular Independent Consultant to the Company.

Zurvita Consultant/Customer Services: Phone: 713-464-5002Toll Free: 1-844-987-8482 E-mail: [email protected]

© 2016 Zurvita. All rights reserved worldwide. No reproduction or commercial distribution, in whole or in part, without written permission. Unless otherwise specified, all trademarks, product information, marketing assets and images are the sole property of Zurvita, Inc.

DSA CODE OF ETHICS35

Code of Ethics Explanatory provisions in italics.

PreambleThe Direct Selling Association, recognizing that companies engaged in direct selling assume certain responsibilities toward customers arising out of the personal-contact method of distribution of their products and services, hereby sets forth the basic fair and ethical principles and practices to which member companies of the Association will continue to adhere in the conduct of their business.

A. Code of Conduct1. Deceptive or Unlawful Consumer or Recruiting Practicesa. No member company or independent salesperson

for a member company shall engage in any deceptive, false, unethical or unlawful consumer or recruiting practice. Member companies shall ensure that no statements, promises or testimonials are made that are likely to mislead consumers or prospective independent salespeople.

b. Member companies and their independent salespeople must comply with all requirements of law. While this Code does not restate all legal obligations, compliance with all pertinent laws by member companies and their independent salespeople is a condition of acceptance by and continuing membership in DSA.

c. Member companies shall conduct their activities toward other member companies in compliance with this Code and all pertinent laws.

d. Information provided by member companies and their independent salespeople to prospective or current independent salespeople concerning the opportunity and related rights and obligations shall be accurate and complete. Member companies and their independent salespeople shall not make any factual representation to prospective independent salespeople that cannot be verified or make any promise that cannot be fulfilled. Member companies and their independent salespeople shall not present any selling opportunity to any prospective independent salesperson in a false, deceptive or misleading manner.

e. Member companies and their independent salespeople shall not induce a person to purchase products or services based upon the representation that a consumer can recover all or part of the purchase price by referring other consumers, if such reductions or recovery are violative of applicable referral sales laws.

f. Member companies shall provide to their independent salespeople either a written agreement to be signed by both the member company and the independent salesperson, or a written statement containing the essential details of the relationship between the independent salesperson and the member company. Member companies shall inform their independent salespeople of their legal obligations, including their responsibility to handle any applicable licenses, registrations and taxes.

g. Member companies shall provide their independent salespeople with periodic accounts including, as applicable, sales, purchases, details of earnings, commissions, bonuses, discounts, deliveries, cancellations and other relevant data, in accordance with the member company’s arrangement with the independent salesperson. All monies due shall be paid and any withholdings made in a commercially reasonable manner.

h. Independent salespeople shall respect any lack of commercial experience of consumers. Independent salespeople shall not abuse the trust of individual consumers, or exploit a consumer’s age, illness, handicap, lack of understanding or unfamiliarity with a language.

1. This section does not bring “proselytizing” or “salesforce raiding” disputes under the Code’s jurisdiction, unless such disputes involve allegations of deceptive, unethical or unlawful recruiting practices or behaviors aimed at potential salespeople. In those cases, the section applies. As used in this section, “unethical” means violative of the U.S. DSA Code of Ethics. The DSA Code Administrator appointed pursuant to Section C.1 (“Administrator”) has the authority to make a determination of what is a deceptive, unlawful or unethical consumer or recruiting practice Direct Selling Association Code of Ethics 4 under the Code using prevailing legal standards as a guide. Compliance with any particular law, regulation or DSA Code of Ethics provision is not a defense to a determination by the Administrator that a practice is deceptive, unlawful or unethical. For example, in a sale to a consumer, compliance with the Federal Trade Commission Cooling-Off Rule does not prevent the Administrator from making a determination that a particular sales practice is deceptive, unlawful or unethical and that a refund or compensation is required.

2. Products, Services and Promotional Materialsa. The offer of products or services for sale by member

companies and their independent salespeople shall be accurate and truthful as to price, grade, quality, make, value, performance, quantity, currency

DSA CODE OF ETHICS 36

of model and availability. All product claims made by member companies and their independent salespeople must be substantiated by competent and reliable evidence and must not be misleading. A consumer’s order for products and services shall be fulfilled in a timely manner.

b. Neither member companies nor their independent salespeople shall make misleading comparisons of another company’s direct selling opportunity, products or services. Any comparison must be based on facts that can be objectively and adequately substantiated by competent and reliable evidence. Neither member companies nor their independent salespeople shall denigrate any other member company, business, product or service – directly or by implication – in a false or misleading manner and shall not take unfair advantage of the goodwill attached to the trade name and symbol of any company, business, product or service.

c. Promotional literature, advertisements and mailings shall not contain product descriptions, claims, photos or illustrations that are false, deceptive or misleading. (Promotional literature shall contain the name and address or telephone number of the member company and may include the telephone number of the individual independent salesperson).

d. Independent salespeople shall offer consumers accurate information regarding: price, credit terms; terms of payment; a cooling-off Direct Selling Association Code of Ethics 5 period, including return policies; terms of guarantee; after-sales service; and delivery dates. Independent salespeople shall give understandable and accurate answers to questions from consumers. To the extent claims are made with respect to products, independent salespeople shall make only those product claims authorized by the member company.

1. and 2. These sections cover communications about your own company or another company. For example, this section covers misleading statements made by an independent salesperson for company A about company B and/or its products to consumers orprospective independent salespeople.

3. Terms of Salea. A written order or receipt shall be delivered to the consumer at or prior to the time of the initial sale. In the case of a sale made through the mail, telephone, Internet, or other non-face-to-face means, a copy of the order form shall have been previously provided,be included in the initial order, or be provided in printable or downloadable form through the Internet.

The order form must set forth clearly, legibly and unambiguously:

1. Terms and conditions of sale, including the total amount the consumer will be required to pay, including all interest, service charges and fees, and other costs and expenses as required by federal and state law;

2. Identity of the member company and the independent salesperson, and contain the full name, permanent address and telephone number of the member company or the independent salesperson, and all material terms of the sale; and

3. Terms of a guarantee or a warranty, details and any limitations of after-sales service, the name and address of the guarantor, the length of the guarantee, and the remedial action available to the consumer. Alternatively, this information may be provided with other accompanying literature provided with the product or service. Direct Selling Association Code of Ethics 6

b. Member companies and their salespeople shall offer a written, clearly stated cooling off period permitting the consumer to withdraw from a purchase order within a minimum of three business days from the date of the purchase transaction and receive a full refund of the purchase price.

c. Member companies and their independent salespeople offering a right of return, whether or not conditioned upon certain events, shall provide it in writing.

4. Warranties and GuaranteesThe terms of any warranty or guarantee offered by the seller in connection with the sale shall be furnished to the buyer in a manner that fully conforms to federal and state warranty and guarantee laws and regulations. The manufacturer, distributor and/or seller shall fully and promptly perform in accordance with the terms of all warranties and guarantees offered to consumers.

5. Identification and Privacya. At the beginning of sales presentations independent

salespeople shall truthfully and clearly identify themselves, their company, the nature of their company’s products or services, and the reason for the solicitation. Contact with the consumer shall be made in a polite manner and during reasonable hours. A demonstration or sales presentation shall stop upon the consumer’s request. b. Member companies and independent salespeople shall take appropriate steps to safeguard the protection of all private information provided by a consumer, independent salesperson or prospective independent salesperson.


6. Pyramid SchemesFor the purpose of this Code, pyramid or endless chain schemes shall be considered actionable under this Code. The DSA Code Administrator (appointed pursuant to Section C.1) shall determine whether such pyramid or endless chain schemes constitute a violation of this Code in accordance with applicable federal, state and/or local law or regulation.

6. The definition of an “illegal pyramid” is based upon existing standards of law as reflected in In the matter of Amway, 93 FTC 618 (1979) and the anti-pyramid statutes of various states. In accordance with these laws, member companies shall remunerate independent salespeople primarily on the basis of sales of products, including services, purchased by any person for actual use or consumption. Such remuneration may include compensation based on purchases that are not simply incidental to the purchase of the right to participate in the program. See Section 9 for further clarification.

7. Inventory Purchasesa. Any member company with a marketing plan

that involves selling products directly or indirectly to independent salespeople shall adopt and communicate a policy, in its recruiting literature, sales manual, or contract with an independent salesperson, that the company will repurchase on reasonable commercial terms currently marketable inventory, in the possession of that salesperson and purchased by that salesperson for resale prior to the date of termination of the independent salesperson’s business relationship with the company. For purposes of this Code, “reasonable commercial terms” shall include the repurchase of marketable inventory within twelve (12) months from the salesperson’s date of purchase at not less than 90 percent of the salesperson’s original net cost less appropriate set offs and legal claims, if any. For purposes of this Code, products shall not be considered “currently marketable” if returned for repurchase after the products’ commercially reasonable usable or shelf life period has passed; nor shall products be considered “currently marketable” if the company clearly discloses to salespeople prior to purchase that the products are seasonal, discontinued, or special promotion products and are not subject to the repurchase obligation.

7a. The purpose of the buyback is to eliminate the potential harm of “inventory loading;” i.e., the practice of loading up salespeople with inventory they are unable or unlikely to be able to sell or use within a reasonable

time period. Inventory loading has historically beenaccomplished by giving sellers financial incentives for sales without regard to ultimate sales to or use by actual consumers. The repurchase provisions of the Code are meant to deter inventory loading and to protect distributors from financial harm that might result from inventory loading.

“Inventory” is considered to include both tangible and intangible product; i.e., both goods and services. “Current marketability” of inventory shall be determined on the basis of the specific condition of the product. Factors to be considered by the DSA Code Administrator (appointed pursuant to Section C.1) when determining “current marketability” are condition of the goods and whether or not the products have been used or opened.

Changes in marketplace demand, product formulation, or labeling are not sufficient grounds for a claim by the company that a product is no longer “marketable.” Nor does the ingestible nature of certain products limit the current marketability of those products. Government regulation that may arguably restrict or limit the ultimate resalability of a product does not limit its “current marketability” for purposes of the Code.

State statutes mandate that certain buyback provisions required by law must be described in an independent salesperson’s contract. While acknowledging that the contract is probably the most effective place for such information, the DSA Code allows for placement of the provision in either “its recruiting literature, sales manual or contract.” Regardless, the disclosure must be in writing and be clearly stated. Wherever disclosed, the buyback requirement shall be construed as a contractual obligation of the company.

A member company shall not place any unreasonable or procedural impediments in the way of salespeople seeking to sell back products to the member company. Direct Selling Association Code of Ethics 9

The buyback process should be as efficient as possible and designed to facilitate buyback of products. The buyback provisions apply to all terminating independent salespeople who otherwise qualify for such repurchase, including independent salespeople who are not new to a particular company, or those who have left a company to sell for another company.

The buyback policy should be published in multiple locations and formats, and stated in a manner understood easily by a typical independent


salesperson. It should be the goal of each membercompany to ensure that the typical independent salesperson is aware of the company’s buyback policy. Therefore, each member company should undertake its best efforts to ensure the effective communication of the policy.

b. Any member company with a marketing plan that requires independent salespeople to purchase company-produced promotional materials, sales aids or kits shall adopt and communicate a policy in its recruiting literature, sales manual or contract with the independent salespeople that the member company will repurchase these items on reasonable commercial terms. Any member company with a marketing plan that provides its independent salespeople with any financial benefit related to the sales of company-produced promotional materials, sales aids or kits shall prominently state and communicate in its recruiting literature, sales manual or contract with the independent salespeople that the member company will repurchase, on reasonable commercial terms, currently marketable company-produced promotional materials, sales aids or kits. A member company shall clearly state in its recruiting literature, sales manual or contract with the independent salespeople if any items not otherwise covered by this Section are ineligible for repurchase by the member company.

7b. Sales aids, kits and promotional materials, while not inventory or necessarily intended for resale, are subject to the repurchase requirement if a member company requires their purchase or if there is a financial incentive associated with their sale because “loading” of these items can cause the same harm to plan participants as loading of “inventory.”

With respect to the final paragraph of Section 7b., disclosure of an item’s eligibility or ineligibility for the buyback is key. Provided that repurchase is not required by this Code provision, for those items a member company chooses not to repurchase, the member company should clearly and conspicuously disclose to the independent salesperson or prospective independent salesperson that the items are not subject to the repurchase requirement. Under such disclosure, a refusal to take an item back will not constitute a violation providing the member is acting in good faith and not attempting to evade the repurchase requirement.

This Code provision is not intended to endorse marketing plans that provide financial benefits to independent salespeople for the sale of company-produced promotional materials, sales aids or kits (“tools”). While these materials can be important to individual sellers, the Code requires that member companies remunerate independent salespeople primarily on the basis of sales of products, includingservices, purchased by any person for actual use and consumption (See Code Section 6 and accompanying explanatory provision) and not on the sale of tools. In instances when some financial benefit is provided to an individual independent salesperson based on the sale of company-produced promotional materials, sales aids or kits, and is not otherwise in violation of the Code, this Section requires that the tools be repurchased under commercially reasonable terms.

c. The DSA Code Administrator appointed pursuant to Section C.1, upon finding a member company has engaged in false, misleading or deceptive recruiting practices, may employ any appropriate remedy to ensure any complainant shall not incur significant financial loss as a result of such prohibited behavior, including but not limited to requiring such member company to repurchase any and all inventory, promotional materials, sales aids and/or kits which a complainant has purchased.

8. Earnings Representationsa. The following shall be considered “earnings

representations” under this Code: (1) Any oral, written or visual claim that conveys,

expressly or by implication: (a) A specific level or range of actual or potential

sales; or (b) Gross or net income or profits, including but not

limited to representations that either explicitly or implicitly suggest that lifestyle purchases - including homes, vehicles, vacations and the like – are related to income earned.

(2) Any statement, representation or hypothetical scenario from which a prospective independent salesperson could reasonably infer that he/she will earn a minimum level of income;

(3) Any chart, table or mathematical calculation demonstrating possible income, actual or potential sales, or gross or net profits based upon a combination of variables;

(4) Marketing materials or advertising explicitly describing or promising potential income amounts, or material-based lifestyles of independent salespeople;

(5) Any award or announcement of compensation


describing the earnings of any current or past salesperson. A company’s sales incentive awards, trips or meetings, and/or commissions, overrides, bonuses or other compensation, shall not be considered earnings representations unless they are accompanied by express indication of their value.

b. Member companies must comply with, and obligate their independent salespeople to also comply with, the following standards:

(1) Earnings representations and sales figures must be truthful, accurate, and presented in a manner that is not false, deceptive or misleading.

(2) Current and prospective independent salespeople must be provided with sufficient information to understand that:

a. Actual earnings can vary significantly depending upon time committed, skill level and other factors;

b. Not everyone will achieve the represented level of income; and

c. Such amounts are before expenses, if any. (3) Current and prospective independent salespeople

must be provided with sufficient information to enable a reasonable evaluation of the opportunity to earn income.

(4) If a specific independent salesperson’s commission or bonus payments are included in an earnings representation, any distributions made for those payments to others in the sales organization must be disclosed or deducted from the figure(s) used.

(5) Any sales and earnings representations must be documented and substantiated. Member companies and their independent salespeople must maintain such documentation and substantiation, making it available to the Administrator upon written request.

(6) Industry-wide - including DSA-produced - financial, earnings or performance information cannot be used as the primary source in documenting or substantiating a member company’s or independent salesperson’s representations. Such information can, however, be used in a general manner.

c. In assessing whether an earnings representation violates this section of the Code, the Administrator shall consider all relevant facts and information, including but not limited to the factors outlined in this section.

8. There is ample legal precedent in the form of FTC decisions to afford guidance on the subject of earnings representations. While not controlling, these precedents

should be used by the Administrator in making determinations as to the substantiation of a member company’s earnings claims.

The Code’s simple prohibition of misrepresentations was intended, in part, to avoid unduly encumbering start-up member companies that have little or no actual earnings history with their compensation plan or established member companies that are testing or launching new compensation plans. The prohibition approach is meant to require that member companies in these circumstances need only ensure that their promotional literature and public statements clearly indicate that the compensation plan is new and that any charts, illustrations and stated examples of income under the plan are potential in nature and not based upon the actual performance of any individual(s).

9. Inventory LoadingA member company shall not require or encourage an independent salesperson to purchase inventory in an amount which unreasonably exceeds that which can be expected to be resold and/or consumed bythe independent salesperson within a reasonable period of time.

Member companies shall take clear and reasonable steps to ensure that independent salespeople are consuming, using or reselling the products and services purchased.

It shall be considered an unfair and deceptive recruiting practice for a member company or independent salesperson to require or encourage an independent salesperson to purchase unreasonable amounts of inventory or sales aids. The Administrator may employ any appropriate remedy to ensure any individual salesperson shall not incur significant financial loss as a result of such prohibited behavior.

9. See, Code Explanatory Section 7a. regarding inventory loading.

This provision should be construed in light of the regulatory admonition that commissions be generated by purchases that are not simply incidental to the purchase of the right to participate in the program (see Federal Trade Commission 2004 Advisory Opinion Letter to DSA.) Member companies that implement procedures demonstrating that salespeople are purchasing the product for resale, for their own use/consumption (i.e., “self-consumption,” “personal consumption” or internal consumption”) or for other legitimate purposes will be better able to meet the


requirements of Section 9. The Code recognizes this as a long-standing and accepted practice in direct selling and does not prohibit compensation based on the purchases of salespeople for personal use.

Further, the Code does not set forth specific standards or requirements that a minimum level of sales take place outside of the salesforce.

10. Payment of FeesNeither member companies nor their independent salespeople shall ask individuals to assume unreasonably high entrance fees, training fees, franchise fees, fees for promotional materials or other fees related solely to the right to participate in the member company’s business. Any fees charged to become an independent salesperson shall relate directly to the value of materials, products or services provided in return.

10. High entrance fees can be an element of pyramid schemes, in which individuals are encouraged to expend large upfront costs, without receiving product of like value. These fees then become the mechanism driving the pyramid and placing participants at risk of financial harm. Some state laws have requirements that fees be returned similar to the repurchase provisions delineated in Code Section 7a. The Code eliminates the harm of large fees by prohibiting unreasonably high Direct Selling Association Code of Ethics 15 fees. The Administrator is empowered to determine when a fee is “unreasonably high.” For example, if a refund is offered for only a portion of an entrance fee, to cover what could be described as inventory, and there is nothing else given or received for the balance of the entrance fee, such as a training program, that portion of the entrance fee may be deemed to be unreasonably high by the Administrator. This Code section reinforces the provisions in Section B. Responsibilities and Duties requiring member companies to address the Code violations of their independent salespeople.

11. Training and Materialsa. Member companies shall provide adequate training

to enable independent salespeople to operate ethically.

b. Member companies shall prohibit their independent salespeople from marketing or requiring the purchase by others of any materials that are inconsistent with the member company’s policies and procedures.

c. Independent salespeople selling member company-approved promotional or training materials, whether in hard copy or electronic form, shall:

1. Use only materials that comply with the same standards used by the member company,

2. Not make the purchase of such materials a requirement of other independent salespeople,

3. Provide such materials at not more than the price at which similar material is available generally in the marketplace, and

4. Offer a written return policy that is the same as the return policy of the member company the independent salesperson represents.

d. Member companies shall take diligent, reasonable steps to ensure that promotional or training materials produced by their independent salespeople comply with the provisions of this Code and are not false, misleading or deceptive.

B. Responsibilities and Duties1. Prompt Investigation and No Independent Contractor Defensea. Member companies shall establish, publicize and

implement complaint handling procedures to ensure prompt resolution of all complaints.

b. In the event any consumer shall complain that the independent salesperson offering for sale the products or services of a member company has engaged in any improper course of conduct pertaining to the sales presentation of its goods or services, the member company shall promptly investigate the complaint and shall take such steps as it may find appropriate and necessary under the circumstances to cause the redress of any wrongs that its investigation discloses to have been committed.

c. Member companies will be considered responsible for Code violations by their independent salespeople where the Administrator finds, after considering all the facts, that a violation of the Code has occurred. For the purposes of this Code, in the interest of fostering consumer protection, member companies shall voluntarily not raise the independent contractor status of salespersons distributing their products or services under its trademark or trade name as a defense against Code violation allegations, provided, however, that such action shall not be construed to be a waiver of the member companies’ right to raise such defense under any other circumstance.

d. Member companies should be diligent in creating awareness among their employees and/or the independent salespeople marketing the member company’s products or services about the member company’s obligations under the Code. No member company shall in any way attempt to persuade, induce or coerce another company to breach this Code, and an attempt to induce a breach of this Code is considered a violation of the Code.


e. Independent salespeople are not bound directly by this Code, but as a condition of participation in a member company’s distribution system, shall be required by the member company with whom they are affiliated to adhere to rules of conduct meeting the standards of this Code.

f. This Code is not law but its obligations require a level of ethical behavior from member companies and independent salespeople that is consistent with applicable legal requirements. Failure to comply with this Code does not create any civil law responsibility or liability. When a company leaves the DSA membership, a company is no longer bound by this Code. However, the provisions of this Code remain applicable to events or transactions that occurred during the time a company was a member of DSA.

2. Required Code Communicationa. All member companies are required to publicize the

DSA Code of Ethics and the process for filing a Code complaint to their independent salespeople and consumers. At a minimum, member companies must have one of the following:

1. an inclusion on the member company’s web site of the DSA Code of Ethics with a step-by-step explanation as to how to file a complaint; or

2. a prominent link from the member company’s web site to the DSA Code of Ethics web page, with a separate mention of, or separate link to, the Code complaint filing process; or

3. an inclusion of the member company’s Code of Ethics and its complaint process on its website with an explanation of how a complainant may appeal to the Administrator in the event the complainant is not satisfied with the resolution under the member company’s Code of Ethics or complaint process, with a reference to the DSA Code of Ethics web page.

a. The links should be clear and conspicuous. The location of the link on the member company’s website should be prominent so as to be accessible and visible to sales people and the consumer; member companies should place the link on a web page that is commonly accessed by salespeople and consumers. Inclusion of statements, such as, “We are proud members of the DSA. To view the Code of Ethics by which we abide please click here,” and “To file a complaint, please contact us at [company email and/or phone number]. If you are unsatisfied with the resolution, you may escalate your complaint to the DSA by clicking here,” are also ideal. Member companies should specifically link to either www.dsa.org/consumerprotection/Code and www.dsa.org/consumerprotection/filing-a-code-complaint.

b. All member companies, after submission of their program, are required to state annually, along with paying their dues, that the program remains effective or indicate any change.

3. Code Responsibility OfficerEach member company and pending member company is required to designate a DSA Code Responsibility Officer. The Code Responsibility Officer is responsible for facilitating compliance with the Code by his or her company and responding to inquiries by the DSA Code Administrator appointed pursuant to Section C.1. He or she will also serve as the primary contact at the member company for communicating the principles of the DSA Code of Ethics to the member company’s independent salespeople, employees, consumers and the general public.

4. Extraterritorial EffectEach member company shall comply with the World Federation of Direct Selling Associations’ Code of Conduct with regard to direct selling activities outside of the United States to the extent that the WFDSA Code is not inconsistent with U.S. law, unless those activities fall under the jurisdiction of the code of conduct of another country’s DSA to which the member company also belongs.

C. Administration1. Interpretation and ExecutionThe Board of Directors of the DSA shall appoint a Code Administrator (“Administrator”) to serve for a fixed term to be set by the Board prior to appointment. The Board shall have the authority to discharge the Administrator for cause only. The Board shall provide sufficient authority to enable the Administrator to properly discharge the responsibilities entrusted to the Administrator under this Code. The Administrator will be responsible directly and solely to the Board.

2. Code Administratora. The Administrator shall be a person of recognized

integrity, knowledgeable about the industry, and of a stature that will command respect by the industry and from the public. He or she shall appoint a staff adequate and competent to assist in the discharge of the Administrator’s duties. During the term of office, neither the Administrator nor any member of the staff shall be an officer, director, employee, or substantial stockholder in any member of the DSA. The Administrator shall disclose all holdings of stock in many member company prior to appointment and shall also disclose any subsequent purchases of such stock to the Board of Directors.


The Administrator shall have the same rights of indemnification as the Directors and Officers have under the bylaws of the DSA.

b. The Administrator shall establish, publish and implement transparent complaint handling procedures to ensure prompt resolution of all complaints. Direct Selling Association Code of Ethics 20

c. The Administrator shall review and determine all charges against member companies, affording those companies an opportunity to be heard fully. The Administrator shall have the power to originate any proceedings and shall at all times have the full cooperation of all member companies.

3. Procedurea. The Administrator shall have the sole authority

to determine whether a violation of the Code has occurred. The Administrator shall answer as promptly as possible all queries relating to the Code and its application, and, when appropriate, may suggest, for consideration by the Board of Directors, Code amendments, or other implementation procedures to make the Code more effective.

b. If, in the judgment of the Administrator, a complaint is beyond the Administrator’s scope of expertise or resources, the Administrator may decline to exercise jurisdiction over the complaint and may recommend to the complainant another forum in which the complaint can be addressed.

c. The Administrator shall undertake to maintain and improve all relations with better business bureaus and other organizations, both private and public, with a view toward improving the industry’s relations with the public and receiving information from such organizations relating to the industry’s sales activities.

D. DSA Code of Ethics Enforcement Procedures1. Receipt of ComplaintUpon receipt of a bona fide complaint from a bona fide consumer, the Administrator shall forward a copy of the complaint, to the accused member company together with a letter notifying the company that a preliminary investigation of a specified possible violation is being conducted and requesting the member company’s cooperation in supplying necessary information and documentation. If the Administrator has reason to believe that a member company has violated the Code, even if a written complaint has not been received, then the Administrator shall provide written notice to the member company stating the basis for the Administrator’s belief that a violation has occurred. The Administrator shall honor request by complainants

for confidential treatment of their identity. The subject matter of a complaint will not be kept confidential.

2. Cooperation with the Code AdministratorIn the event a member company refuses to cooperate with the Administrator and/or refuses to supply necessary information and documentation, the Administrator shall serve upon the member company, by certified mail, a notice affording the member company an opportunity to request Appeals Review Panel to evaluate whether its membership in the DSA should not be terminated. In the event the member company fails to request a review by an Appeals Review Panel pursuant to Section D.5. below, the DSA Board of Directors may vote to suspend or terminate the membership of the member company.

3. Informal Investigation and Disposition Procedurea. The Administrator shall conduct a preliminary

investigation, making such investigative contacts as are necessary to reach an informed decision as to the alleged Code violation. If the Administrator determines, after the informal investigation, that there is no need for further action or that the Code violation allegation lacks merit, the investigation and administrative action shall terminate and the complaining party shall be so notified.

b. The Administrator may, at his discretion, remedy an alleged Code violation through informal, oral and written communication with the accused member company.

c. If the Administrator determines that there are violations of such a nature, scope or frequency that the best interests of consumers, the DSA, and/or the direct selling industry require remedial action, the member company shall be notified. The reasoning and facts that resulted in the decision as well as the nature of the remedy under Section E.1. shall be included in the Administrator’s notice. The notice shall also offer the member company an opportunity to consent to the suggested without the necessity of a Section D.4. appeal. If the member company desires to dispose of the matter in this manner, it will within 20 calendar days advise the Administrator, in writing. The letter to the Administrator may state that the member company’s willingness to consent does not constitute an admission or belief that the Code has been violated.

4. Appeals Review PanelIf a member company has submitted a request for review pursuant to Section D.2. or an appeal of the Administrator’s remedial action pursuant to Section D.3., an Appeals Review Panel consisting of three


representatives from active member companies shall be selected by the Executive Committee of DSA’s Board of Directors within 20 calendar days. The three member companies shall be selected in a manner that represents a cross-section of the industry. When possible, none of the three shall sell a product that specifically competes with the member company that is seeking the Appeals Review Panel (hereinafter “the Appellant”), and every effort shall be made to avoid conflicts in selecting the Panel. If for any reason, a member of the Panel cannot fulfill his or her duties, the Chairman of the Board of DSA can replace that person with a new appointment. The representatives serving on the Appeals Review Panel shall during their time on the Panel have the same rights of indemnification the Directors and Officers have under the bylaws of the DSA.

5. Appeals Review Procedurea. A member company must make a request to

convene an Appeals Review Panel in writing to the Administrator within 20 calendar days of the Administrator’s notice of the member company’s failure to comply or the Administrator’s recommended remedial action. Within 10 calendar days of receiving such a request, the Administrator shall notify the Chairman of the Board of DSA. The Executive Committee then shall select the three-person Panel as set forth in Section D.4.

b. As soon as the Panel has been selected, the Administrator shall inform the Appellant of the names of the panelists. Within 14 calendar days of that notification, the Administrator shall send a copy of the Complaint and all relevant documents, including an explanation of the basis of the decision to impose remedial action, to the panelists with copies to the Appellant. Upon receipt of such information, the Appellant shall have 14 calendar days to file with the Panel its reasons for arguing that remedial action should not be imposed along with any additional documents that are relevant. Copies of that information shall be provided to the Administrator, who can provide additional information as the Administrator decides is necessary or useful to the Panel and the Appellant.

c. Once the information has been received by the panelists from both the Administrator and the Appellant, the Panel will complete its review within 30 calendar days or as soon thereafter as practicable. If the review pertains to whether the Appellant’s membership in the DSA should be terminated, the Panel shall decide whether the member company’s failure to work with the Administrator justifies suspending or terminating the Appellant’s

membership in the DSA. If the review pertains to the Administrator’s suggested remedial action, the Panel shall decide whether the Administrator’s decision to impose remedial action was reasonable under all of the facts and circumstances involved and shall either confirm the Administrator’s decision, overrule it, or impose a lesser sanction under Section E. The Panel shall be free to contact the Administrator, the Appellant, and any other persons who may be relevant, in writing as deemed appropriate. A decision by the Panel shall be final and shall be promptly communicated both to the Administrator and the Appellant. The costs involved in the appeal such as costs of photocopying, telephone, fax, and mailing, shall be borne by the Appellant.

E. Powers of the Administrator1. RemediesIf pursuant to the investigation provided for in Section D.3., the Administrator determines that the accused member company has committed a Code violation or violations, the Administrator is hereby empowered to recommend any appropriate remedies, either individually or concurrently, including but not limited to the following: a. Complete restitution to the complainant of monies

paid for the accused member company’s products, promotional materials, sales aids and/or kits that were the subject of the Code complaint;

b. Replacement or repair of any of the accused member company’s product that was the source of the Code complaint;

c. Payment of a voluntary contribution to a special assessment fund that shall be used for purposes of publicizing and disseminating the Code and related information. The contribution may range up to $1,000 per violation of the Code;

d. Submission to the Administrator of a written commitment to abide by the Code in future transactions and to exercise due diligence to assure there will be no recurrence of the practice leading to the subject Code complaint; and/or

e. Cancellation of orders, return of products purchased, cancellation or termination of the contractual relationship with the independent salesperson or other remedies.

2. Case ClosedOnce the Administrator determines that there has been compliancewith all imposed remedies in a particular case, the complaint shall be considered closed.


3. Refusal to ComplyIf a member company refuses to comply voluntarily with any remedy imposed by the Administrator and has not requested a review by an Appeals Review Panel, the DSA Board of Directors, or designated part thereof, may conclude that the member company should be suspended or terminated from membership in the DSA.

4. Appeal for Reinstatement After Suspension or TerminationIf the DSA Board of Directors, or designated part thereof, suspends or terminates a member company pursuant to the provisions of this Code, the DSA shall notify the member company of such a decision by certified mail. A suspended member company, after at least 90 calendar days following that notice, and a terminated member company, after at least one year following that notice, may request the opportunity to have its suspension or termination reviewed by an Appeals Review Panel, which may in its discretion recommend that the Board of Directors reinstate membership.

5. Referral to State or Federal AgencyIn the event a member company is suspended or terminated by the DSA Board of Directors, or designated part thereof, pursuant to the provisions of this Code, the DSA shall inform the Federal TradeCommission (“FTC”) of such suspension or termination and shall, if requested by the FTC, submit any relevant data concerning the basis for suspension or termination.

F. Restrictions1. Conferring with OthersAt no time during an investigation or the hearing of charges against a member company shall the Administrator or member of an Appeals Review Panel confer with anyone concerning the alleged violation(s) of the Code, except as provided herein and as may be necessary to conduct the investigation and hold a hearing. At no time during the investigation or the Appeals Review Panel process shall the Administrator or a member of the Appeals Review Panel confer with a competitor of the member company alleged to be in violation of the Code, except when it may be necessary to call a competitor concerning the facts, in which case the competitor shall be contacted only for the purpose of discussing the facts. At no time shall a competitor participate in the Administrator’s or in an Appeals Review Panel’s disposition of a matter.

2. DocumentsUpon request by the Administrator to any member company, all documents directly relating to an alleged

violation shall be delivered to the Administrator. Any information that is identified as proprietary by the producing party shall be held in confidence. Whenever the Administrator, either by his own determination or pursuant to a decision by an Appeals Review Panel, closes an investigation, all documents shall either be destroyed or returned, as may be deemed appropriate by the Administrator, except to the extent necessary for defending a legal challenge to the Administrator’s or Appeals Review Panel’s handling of a matter, or for submitting relevant data concerning a complaint to a local, state or federal agency. At no time during proceedings under this Code shall the Administrator or a member of an Appeals Review Panel either unilaterally or through the DSA issue a press release concerning allegations or findings of a violation of the Code unless specifically authorized to do so by the Executive Committee of DSA’s Board of Directors.

3. Pending Members of DSANothing in Section F shall prevent the Administrator from notifying, at his discretion, DSA staff members of any alleged violations of the Code that have come to his attention and which may have a bearing on a pending member company’s qualifications for active membership.

4. Public Reporting of Code of Ethics Complaints and Compliance EffortsThe Administrator may issue periodic reports on Code of Ethics compliance including disclosure of numbers and types of complaints as well as company-compliance efforts. The issuance of these reports will not identify individual complaints.

G. ResignationResignation from DSA by an accused member company prior to completion of any proceedings constituted under this Code shall not be grounds for termination of said proceedings, and a determinationas to the Code violation shall be rendered by the Administrator at his or her discretion, irrespective of the accused member company’s continued membership in DSA or participation in the complaint resolution proceedings.

H. AmendmentsThis Code may be amended by vote of two thirds of the Board of Directors. As Adopted June 15, 1970. As Amended by Board of Directors throughDecember 8, 2015

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