Policies & procedures
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JAVITA INTERNATIONAL Ltd. POLICIES AND PROCEDURES
INTRODUCTION Javita International Ltd. (“Javita”) is a direct selling company with its principal offices in Boca Raton, Florida, USA. Javita is proud to offer you great products and access to one of the leading business opportunities in the direct selling industry. Javita is a company that desires to maintain the highest ethical standards. Javita honors all applicable international, federal, state, provincial, territorial, and local laws and regulations governing good business practices as well as the standards set by the Direct Selling Association (DSA), the trade organization representing the direct selling industry. Javita expects and requires that all of its independent distributors (“Members”) adhere to all applicable international, federal, state, provincial, territorial, and local laws and regulations governing good business practices as well as the standards set by the DSA.. A Javita Member is an independent contractor and his or her success or failure depends on his or her own personal efforts. No direct selling company can represent or guarantee its independent contractors any particular income or success. Any company which represents that its members will achieve financial success without working the program or by relying solely on the efforts of others should be disregarded. Furthermore, any company that ties compensation and financial success solely to recruiting others rather than actual product sales may be an illegal pyramid scheme and is ultimately destined for failure. As such, Javita does not guarantee, represent or warrant that Members will achieve any level of financial success, income or compensation. The level of financial success, income or compensation is solely dependent upon the individual Member. EQUAL OPPORTUNITY Javita is open to all people from all walks of life regardless of age, race, nationality, religious beliefs or political affiliations as long as the
person is at the applicable legal age of majority and is otherwise legally capable of entering into a contractual agreement with Javita. All Members, therefore, must not discriminate against any member of any recognizable protected class under any applicable law, rule, or regulation. ETHICS All Members (“you”) must comply with all applicable international, federal, state and local laws relating to your business and must not engage in any unlawful or illegal acts, including without limitation, any unlawful or illegal trade practices or business activity. You must observe the letter as well as the spirit of Javita’s Policies & Procedures by conducting your business in a manner consistent with the highest standards of honesty, integrity and responsibility in dealing with customers, other Members, Javita employees and the general public. Violations in ethical behavior will result in termination of your Javita Membership by Javita. UNETHICAL ACTIVITY You must not participate in any activity that Javita deems unethical. Javita reserves the right, in its sole and absolute discretion, to decide whether certain of your activities are unethical and, if determined to be so, to act accordingly including suspension or termination of your membership. Examples of unethical activity include, without limitation:
• Causing Javita products, either directly or indirectly, to be sold in retail outlets. Retail outlets are defines as fixed storefront locations.
• Purchasing or causing someone else to purchase excess product inventory.
• Failure to comply with the 70 Percent Rule.
• Soliciting or hiring, directly or indirectly, Javita Members to participate in a competing business opportunity.
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• Writing bad checks to either Javita or another Member.
• Unauthorized use of another person’s credit card.
• Misrepresenting Javita products. • Making false and illegal health claims
about Javita products. • Misrepresenting the Javita Compensation
Plan and making false income claims. • Spamming or unsolicited sending of e‐
mails, or otherwise violating the CAN‐SPAM Act.
• Ordering product for someone without their knowledge and consent.
• Causing someone to be on AutoShip without their knowledge and consent.
• Maintaining a financial interest in unapproved multiple Memberships.
• Engaging in any deceptive or unlawful trade practice or other illegal or unlawful activity.
• Failure to adhere to Javita's policies regarding advertising and promotion.
• Unauthorized use or use in violation of Javita’s consent of Javita trade names, trademarks or logos.
• Misusing the Javita corporate name or the efforts of corporate personnel.
• Unauthorized duplication of Javita literature or any Javita copyrighted material.
• Manipulating the Javita Compensation Plan.
• Unauthorized use of or use in violation of Javita’s consent of Javita's proprietary or confidential information.
GETTING STARTED BECOMING A MEMBER To become a Member of Javita, you must meet the eligibility requirements set forth in a Member Agreement, complete, sign and submit the Member Agreement, review, accept, and comply with Javita’s Policies & Procedures, purchase a Member Kit, and be accepted by Javita in its sole and absolute discretion. A prospective Member can also submit an “electronic signature” by completing Javita’s
online Member Agreement which includes the acceptance of Javita’s Policies & Procedures and purchase of a Member Kit. A Member may be an individual, partnership or corporation whose completed the Member Agreement has been received and accepted by Javita at its sole and absolute discretion. No purchase other than a Member Kit, unless prohibited by applicable law, is necessary to become a Javita Member. There are no requirements to make product purchases or maintain inventory. The Member Kit purchase price is not a service or franchise fee, but exists to offset costs incurred by Javita for informational materials and business tools provided to help a Member sell Javita products and get started building his or her Javita business. Only Members may sell Javita products or participate in the Javita program. Javita’s products are available only to Javita Members and their customers, and Javita will not sell or allow its products to be sold through any other distribution channel. Javita reserves the right, in its sole and absolute discretion, to accept or reject anyone as a Member. TEMPORARY TELEPHONE APPLICATIONS To expedite the sponsoring process, Javita will accept the Member Application and/or Agreement by telephone. Applications that are submitted by phone will be considered your valid Member Agreement. The Member must ensure that he or she reviews the Policies & Procedures as acceptance by Javita of a telephone application is acknowledgement of a Member’s agreement to comply with the Company’s Policies & Procedures. The continuation of your Javita Membership or your acceptance of bonuses or commissions constitutes acceptance of any and all Javita rules and regulations pertaining to the operation of your Javita Membership, including, without limitation these Javita Policies & Procedures. Lack of a signed Member Agreement form does not exclude Javita from enforcing these rules and regulations against you. Javita reserves the right to cancel without notice any Membership found to be operating without the properly signed Member Agreement. Members agree to advance,
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indemnify, and hold Javita harmless for any losses due to such cancellation of Membership. INDEPENDENT CONTRACTOR; LICENCES; TAXES Once Javita has accepted your Member Agreement, you become a Javita Member conducting business for your own account. Members are independent contractors and are not agents or employees of Javita. Javita Members have no authority and will not represent that they have any authority to assume or create any obligation, express or implied on behalf of Javita, or to represent themselves as an agent or employee of Javita. As an independent contractor, you are responsible for obtaining any licenses required by law. Performance of your Membership will not be construed to have established any agency, joint venture, or partnership. You will not make any warranties or representations on behalf of Javita. You are responsible for the entire operation of your Membership, including payment of all income taxes, Social Security, unemployment and other taxes (see “Sales Tax”; “Other Taxes”). Javita will file a Form 1099 or its equivalent for each Member at the close of the calendar year as required by the Internal Revenue Service (IRS). Javita will not withhold from the compensation due a Member under the Javita Compensation Plan any amounts for income taxes, Social Security, unemployment or other items required to be withheld from the wages of employees. You agree to advance, indemnify, and hold harmless Javita from and against any and all claims, demands, actions, suits, losses, liabilities, damages (including taxes), and all related costs and expenses, including without limitation reasonable attorneys’ fees due to, arising from or relating to the payment of failure to pay any portion of the Sales Tax and/or Other Taxes. FAMILY POLICY Multiple Memberships may not be operated in the same household, unless specifically authorized by Javita. A husband, wife and children residing with you are all considered a single Membership. A husband and wife may neither sponsor each other or children residing with them nor have different sponsors.
If any member of your immediate household engages in any activity that, if performed by you, would violate any provision of the Member Agreement or the Javita Policies & Procedures, such activity will be deemed a violation by you. ONE MEMBERSHIP Under no circumstances may an individual participate in more than one Membership unless specifically authorized and approved by Javita. Participation in another Membership includes, but is not limited to, any ownership interest directly or indirectly in a Membership as a shareholder, partner, trustee, beneficiary, or principal; any control or ability to control a Membership; any direct or indirect receipt of income derived from a Membership; spousal support derived from a Membership; familial support derived from a Membership; access to a bank account into which commissions derived from a Membership are deposited; and any other similar interests pertaining to a Membership. If a spouse or co‐habitant of a Member wishes to become a Member, he/she must be added to the Membership previously formed by the spouse or co‐habitant. In the case of two (2) Members subsequently marrying, the Company shall not cause the Members to abandon either Membership. In this case only, both husband and wife shall be allowed to retain their existing Memberships. Written notice should be given to Javita prior to the marriage. If a married couple with a jointly held Membership divorces, written notification, including the notarized signatures of both parties, must be provided to Javita indicating how the Membership is to be managed thereafter. Otherwise, Javita shall either consider the principal account holder as the sole continuing Member or restructure the Membership pursuant to a court order. Javita may charge the Member a fee in connection with such reorganization. These Javita Policies & Procedures shall also be applied to non‐married, co‐applicant Memberships.
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SOCIAL SECURITY NUMBER/FEDERAL ID REQUIREMENTS If your Membership is set up under your name, you must provide your Social Security number. If your Membership is set up as a corporation or partnership, you must provide your Federal Employer Identification Number (FEIN). Javita gathers this information for purposes of reporting income earned to the IRS. If the applicant is applying as a corporate entity, the original signature on the Member Agreement must be of a person authorized to bind the corporate entity. Once the Member Agreement for a corporate entity has been completed, the following must also be submitted:
• The official IRS confirmation letter containing the Federal Tax Identification for the corporate entity.
• A copy of the articles of organization or articles of incorporation.
Javita will keep all Social Security and FEIN numbers confidential. Members should not share their Social Security or Federal Identification numbers with others. Members who do not provide accurate Social Security or Federal ID number information may be subject to a penalty fee and/or termination of Membership. MEMBER IDENTIFICATION NUMBER (MID) Upon submission and acceptance of your Member Agreement, Javita will assign to you a unique Member Identification Number (MID). This MID can be used by new members when joining and customers for ordering to ensure proper credit to your Membership. The MID is property of Javita and is not to be used for any purpose other than Javita business. MINIMUM AGE In order to become a Member, an applicant must have reached the greater of 18 years of age or the age of majority required by the state or country in which the applicant resides.
NO EXCLUSIVE TERRITORIES Javita recognizes no exclusive territories, and you are free to conduct business in any state or country declared open by Javita, subject to all applicable laws and any limitations set forth in the Policies & Procedures. Additionally, if for any reason a Member changes home country, eligibility for commissions and other qualifications will be as set forth in the Policies & Procedures applicable to that country. Policies & Procedures INVENTORY REQUIREMENTS You are not required to purchase or store any specific amount of inventory. The Javita program is based on retail sales to customers, personal use of products, and not on maintaining an excess inventory of products. As required by the 70 Percent Rule (see “70 Percent Rule”), all Members must have sold or used at least 70 percent of their previous order from Javita before reordering, and subsequently may be required to provide Javita with certification of that fact. Acceptance by you of a Javita product order signifies your compliance with the 70 Percent Rule. You are required to maintain all retail sales receipts for a period of two years and must furnish them to Javita upon request. AGREEMENT TO BE FAMILIAR WITH AND ABIDE BY JAVITA POLICIES & PROCEDURES Javita reserves the right to amend these Javita Policies & Procedures at any time and from time to time. Members shall be familiar with and must comply with all current and subsequently amended Javita Policies & Procedures. Any amendment becomes binding upon you as a Member upon posting upon Javita’s website. To the extent any amendment conflicts or is inconsistent with any provision of any past version of Javita’s Policies & Procedures, the most current version of the Policies and Procedures shall govern and control as all prior versions shall be deemed merged into and superseded by the then current posted version of the Policies and Procedures. As a Member, you must review the current Javita Policies & Procedures located on the Javita website at www.javita.com on a regular basis to ensure your familiarity and compliance.
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The placing of orders with Javita and the acceptance of Member commissions is a reaffirmation of such commitment to abide by all current Policies & Procedures. A Member shall have the right to earn and receive commissions only as long as the Member is conducting his or her business in strict compliance with these Javita Policies & Procedures. Failure to comply with these Javita Policies & Procedures may result in termination of your Membership. PRICE CHANGES The prices of Javita products and sales tools are subject to change without prior notice. Current pricing is identified on the Javita website. OPERATING YOUR BUSINESS CHANNELS OF COMMUNICATION You are responsible for training and supervising your downline to ensure proper operation of their Javita Membership and adherence to Javita’s Policies & Procedures. You are also responsible for answering all Member questions. Should you not be able to answer the questions, please first contact your upline and then Javita Member Services. PRODUCT LIABILITY INSURANCE Javita maintains a product liability insurance policy. This coverage protects Javita’s products should an issue arise. However, this policy may not protect you if you fail to use Javita products as directed or make unauthorized representations or product claims or otherwise fail to comply with these Policies & Procedures. INCOME REPRESENTATIONS False or misleading income representations or claims regarding the Javita Compensation Program are strictly prohibited and may result in termination of your Membership.
PACKAGING AND PRODUCT HEALTH CLAIMS You may not, under any circumstance, repackage or re‐label any of Javita’s products, including, without limitation using an alternative brand name or trademark, and you may not make any false or misleading verbal or written health claims regarding Javita products. Approved health claims are found on Javita’s corporate website. Medical claims relating to Javita products are strictly prohibited. ENROLLING AND SPONSORING All Members have the right to enroll others. In addition, every Member has the ultimate right to choose his or her Enroller. When describing the Javita program to a prospective Member, you must present the program in its entirety without omission, distortion or misrepresentation. Additional offers, representations or agreements made in connection with the Javita program are strictly prohibited, and may result in the termination of your Membership. Once the decision to enroll has been made, any sponsor changes must follow the rules set forth in the Changing Sponsors section. If two Members should claim to be the Enroller of the same new Member, Javita shall investigate the dispute and make an independent determination as to the proper Enroller. All parties must accept and abide by Javita’s decision. PLACEMENT PROGRAM Javita’s Placement Program is designed to assist you in developing an organizational structure that is complementary to Javita’s Compensation Plan. It provides the Enroller the flexibility to place new Members in an appropriate position in the organization. As the Enroller, you have two placement options during your new Member’s first 60 days:
• When a new Member is enrolled, place the new Member anywhere in your downline at the time of sponsorship. This can be accomplished directly on the Member Agreement form or through the online Member Application.
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You are deemed the "Enroller" and the Member under whom you place the new Member is deemed the "Sponsor." Once a new Member has been placed under a different Sponsor, he or she cannot be moved again without submitting a sponsor change request (see "Changing Sponsors").
• When a new Member is enrolled, place him or her frontline to you so you will be the Enroller and Sponsor. Within the first 60 days of their enrollment, you can place the new Member anywhere in your downline by completing the Javita Member Placement Form (part of the “60‐Day Placement Program“) or online through the online placement feature available in the Javita back office. The 60‐Day Placement Program is only available to the Member who is the Enroller AND Sponsor.
A Member may only be moved once within his or her first 60 days. After 60 days, sponsor changes must follow the rules set forth in the Changing Sponsor section. You are not permitted to move the new Member upline or sideline. A Member whose Organizational Volume (O.V.) is greater than that of his or her newly requested sponsor’s O.V. cannot be moved beneath the new sponsor’s organization. Javita must receive all Placement Program requests prior to the 25th day of the current calendar month. Any requests received after the 25th day will be completed the following month. Any requests different from the rules outlined above are considered sponsorship changes and fall under the guidelines of the Javita sponsor change policy (see "Changing Sponsors"). CHANGING SPONSORS Network marketing is a business built on relationships. When a Member completes a Member Agreement, he or she is deemed enrolled and sponsored. Javita is committed to protecting the relationship between the Member and Sponsor. Subject to Javita’s approval, a Member desiring a change in sponsorship can do so only under very limited conditions:
• A Member may submit a completed Sponsor Change Request Form along with signatures from his or her nine uplines and the applicable fee to Javita’s Compliance Department for final approval. Please allow at least 30 business days (one full Commissionable Volume month) for a status report. Peak times such as pre‐ and post‐conference as well as the end of the month deadline may extend this time period. Please be considerate of peak business times.
• Sponsor Change Request Forms can be found on the Javita website or you may request one from Javita’s Member Services. Additionally, it is important to note that if fraudulent actions or unethical sponsoring activities were used to attract the new Member, the new Member can make a request directly to Javita to change his or her Sponsor.
• A non‐refundable processing fee of $100 will be charged to the Member requesting a change of sponsorship.
• All Sponsor changes are subject to final approval by Javita's Compliance Department.
• A Member whose Organizational Volume (O.V.) is larger than that of their newly requested Sponsor’s O.V. cannot be moved beneath the new Sponsor’s smaller organization.
• Note that a change in Sponsor does not result in a change in Enroller, as a Member is permanently linked to their original Enroller.
CROSSSPONSORING When a Member enrolls and sponsors a new Member into Javita, an important investment is made and a valuable business relationship is formed. Javita believes in protecting these relationships; therefore, Javita does not allow cross‐sponsoring. Cross‐sponsoring occurs when a Member or his or her agent sponsors, or attempts to sponsor, into any other direct selling company a Javita Member whom he or she did not personally enroll into the Javita business.
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Cross‐sponsoring also occurs when a Member participates in an action that causes another Member to be sponsored through someone else into another direct selling company. Cross‐sponsoring is grounds for the immediate termination of your Membership. PARTICIPATION AS A MEMBER IN MULTIPLE COMPANIES Active participation in another direct selling company may negate your recognition in Javita’s Recognition Program, at Javita’s sole and absolute discretion. TRANSFER OF MEMBERSHIP Each Javita Membership is personal to the Member and may only be transferred by sale, will or intestate succession. Transfer by sale necessitates that the following requirements be met:
The Member making the request must submit the appropriate Javita Sale/Transfer Form, which is available upon request, along with a signed, dated and amended application listing the new owner’s information, the nine‐upline signatures agreeing to the sale/transfer, Javita’s approval, and any applicable fee to the Compliance Department. Javita reserves the right of first refusal of a sale/transfer request. No changes in the line of sponsorship can result from the transfer of a Membership without first completing the appropriate request (see “Changing Sponsors” for details.) For further details regarding the procedures for transferring a Membership, please contact Javita Member Services at 1‐855‐JAVITA‐1 (1‐855‐528‐4821). All transfers of Memberships are subject to final approval by Javita. MEMBER RENEWAL Your Javita Membership must be renewed annually. Javita will begin to notify you via e‐mail approximately 60 days prior to your renewal date. You must contact Javita Member Services by your anniversary date and submit the appropriate renewal fee. You may also renew your Membership online (if applicable). Renewal of your Javita Membership is acceptance of the current Javita Policies & Procedures.
Javita reserves the right, at its sole and absolute discretion, to deny a Member’s annual renewal NONRENEWAL ACTION Failure to renew by the Member’s anniversary date will cause the Membership to become “expired.” Expired means the Member is placed in a probationary status with the Member having 30 days to submit the appropriate Member Renewal fee. A Member on probation is eligible to be paid for that commission period. If a Membership is not renewed from expired status in 30 days, the Membership is “suspended.” A suspended Member is not eligible to receive commissions, and is compressed out of the organizational structure. A suspended Member has 30 days to submit the appropriate Member Renewal fee to become active. If the Membership is not renewed from suspended status within 30 days of suspension, the Member is then considered “retired.” Any acquired customers or downline built by the retired Member will roll‐up to the first active Sponsor. Retired status will be construed as a Member resignation, and all agreements between Javita and the Member will be terminated. Javita is not responsible for items lost or returned due to outdated addresses or invalid e‐mail addresses, which may then result in the retirement of your Membership by Javita. A Member retired due to nonrenewal will be eligible to sign up as a new Member six (6) months after his or her retirement. REPORTS; CONFIDENTIALITY Javita is fully committed to protecting the privacy of its Members; therefore, Members must not disclose or distribute any Javita downline organization reports. The identity of Javita’s Members is a proprietary trade secret of Javita. Information contained in any online or offline report or statement provided to you by Javita is the proprietary and confidential information of Javita and is transmitted to you in confidence. You agree not to disclose such information to any other person, firm or corporation, whether directly or indirectly, or use said information for the purpose of competing with Javita or for any purpose other than promoting Javita’s business.
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You and Javita agree that without this agreement of confidentiality and nondisclosure, Javita would not provide this information to you. WAIVER The failure or delay of Javita at any time to enforce any provision of the Member Agreement and/or the Javita Polices & Procedures will not affect the right of Javita to enforce that provision or to exercise any right, power or remedy hereunder. Any waiver by Javita or any breach of any provision of the Member Agreement and/or the Javita Polices & Procedures should not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself or a waiver of any right, power or remedy hereunder. VOLUNTARY RESIGNATION The Member Agreement may be voluntarily cancelled at any time and for any reason by notifying Javita of the election to resign/cancel. For the protection of your business asset, Javita recommends the resigning Member submit a signed letter of resignation. Javita will, at the request of the Member, repurchase products from their last order at 90 percent of the net cost (see “Member Returns”) and apply the 70 Percent Rule to any other product returns. Upon voluntary resignation, the Member will be eligible to reapply for a Javita Membership in six (6) months from the date of resignation. In the event of resignation, Members may not recruit or enroll any other Javita Member or customer into another direct selling, multilevel marketing or network marketing business for a period of one year from the date of the Member’s resignation from Javita (see “Cross Sponsoring”). INVOLUNTARY TERMINATION Javita reserves the right to involuntarily terminate a Member as a result of Disciplinary Action (see “Member Compliance and Disciplinary Action”).
ORDERS, RETURNS AND SHIPPING MEMBER INITIAL PRODUCT PURCHASE GUARANTEE All Javita Members have a 30‐day, 100 percent satisfaction guarantee on their initial product purchase. If a Member is dissatisfied with his or her Javita product, the Member must contact the company within 30 days of its order to receive a Return Merchandise Authorization (“RMA”) number, and Javita will refund the full purchase price of any initial order less shipping charges and application fee. Members may not return the Javita Member Kit. Contact Javita Member Services for a Return Merchandise Authorization (RMA). Javita will not accept any returns without an RMA number. INVENTORY LOADING/70 PERCENT RULE The Javita Compensation Plan is based on retail product sales to customers and the consumption of products. It is not based on maintaining an excess product inventory. Purchasing excess product or inventory loading is prohibited. Members are strictly prohibited from purchasing products (or encouraging other Members to purchase products) solely for the purpose of qualifying for commissions or bonuses. In order to ensure that no inventory loading occurs, each Member at the time of each new order, certifies that 70 percent of his or her previous order has been sold or consumed by end users, and must be able to verify such certification. Each Member must maintain all retail receipts for a period of two years and must furnish them to Javita upon request. If a Member does not comply with these requirements or if he or she falsely represents the amount of products sold or used, the Member is subject to discipline by Javita, which could lead to the termination of the person’s Javita Membership (see “Termination Procedure; Discipline Action”). Failure to comply with the 70 Percent Rule will exempt those products from Javita’s refund policy (see “Member Returns”). Each Member acknowledges that Javita is relying on such certifications in paying Member commissions.
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CUSTOMER GUARANTEE If a Customer is dissatisfied with their product, Javita will refund the full purchase price of any order that was placed directly with Javita (less shipping charges) within 30 days of receipt (see “Return Merchandise Authorization”). When a retail sale is made directly from Member to customer, you are required to provide a Retail Sales Receipt to the customer. If a retail customer is dissatisfied with the product, he or she may return it to you within 30 days of the sale. It is your responsibility to refund the purchase price promptly. To obtain a replacement product from Javita, you must send Javita a copy of the completed Retail Sales Receipt and written explanation for the requested item. Upon receipt, Javita will issue an RMA number to return the unused portion of the product to Javita for exchange (see “Return Merchandise Authorization”). SALES TAX Sales taxes are levied by various agencies of state, county and local governments. Javita products and sales aids including Member Kits are subject to sales tax, depending on the location to which they are shipped. These taxes are collected by Javita and remitted to the appropriate agencies. The collection of sales tax is not a revenue source for Javita. The Javita business is based on the retail sale of products to customers; therefore, all sales taxes are based on suggested retail prices. However, AutoShip orders are deemed for personal consumption, and therefore sales taxes are calculated on the wholesale price. A Member may elect to collect and remit his or her own sales taxes by registering with their state or local sales tax agency. In this instance, a Member may submit their sales tax license or exempt certificate to Javita. A current/valid sales tax exemption will only apply to current and future orders. It does not get applied retroactively or to orders shipped to other individuals/other addresses.
OTHER TAXES Due to the fact that all Javita Members are independent contractors, Javita does not deduct any taxes from commission or bonus checks. Javita will issue a Form 1099 or equivalent at the end of each calendar year, which reports all of the income paid to you by Javita. SHIPPING POLICY Products will be shipped after receipt and payment of an order. Typically, shipments occur for most orders within 24 hours of the processing of the order, but are not guaranteed to be so shipped. If Javita is temporarily out of stock on ordered merchandise, you will receive a back‐order notice with your shipment. Back orders are filled first when new inventory arrives. Commissionable Volume of back‐ordered items is credited to the month in which Javita was authorized to collect payment for the original order. ORDERING POLICY All orders must be placed directly with Javita in order to receive proper volume credit. To ensure accuracy and validity of orders, you should personally place your own orders. No other person can place an order on your behalf without your authorization. You assume all responsibility and liability for orders placed on your behalf. Additionally, you must personally pay for your orders with your own credit card, debit card, money order or check. Failure to abide by these rules is grounds for disciplinary action. Javita will accept credit card orders from Members only for Visa®, MasterCard®, American Express® and Discover® credit cards, and only for Visa and MasterCard debit cards. Any Member found submitting false banking information with regard to credit card information will be subject to immediate termination and forfeit any and all income owed and in holding at that time. AUTOSHIP PROGRAM Javita offers a monthly AutoShip Program for your convenience. The program’s main benefit is that you can receive a customized order at a predetermined time every month.
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Payment is automatically deducted from an authorized credit or debit card. AutoShip orders are shipped from the 1st to the 15th day of each month. All AutoShip orders received between the 16th and last day of the month are moved and shipped on the 15th of each month thereafter. Javita reserves the right to process AutoShip orders two days prior to the scheduled date due to weekends, holidays or weather‐related events. It is the responsibility of the Member to ensure that a valid payment option is on file to process his or her AutoShip order. Javita is not responsible for a Member not attaining qualifications or earnings resulting from declined or invalid payment options. Changes to your AutoShip order can be made online through Javita’s back office. Cancellations must be processed through Javita Member Services by calling 1‐855‐JAVITA‐1 (1‐855‐528‐4821) and must be received no later than five (5) business days prior to the billing/ship date. Cancellation of an AutoShip order that qualifies the Member in the Javita Compensation Plan, cannot be re‐established for 90 days, and may result in the potential loss or non‐payment of payout and bonuses. Javita reserves the right to process changes and cancellations as necessary. It is the responsibility of the Member to ensure changes have been made. SHIPPING RATES Current shipping and handling rates can be found on the Javita website or by contacting Javita Member Services. Javita reserves the right to change shipping rates at any time, with or without notice. BACKORDERS Javita operates in a manner to avoid being out of inventory, but there may be instances when inventory is out of stock creating a “backorder” situation. When this occurs, Javita will not charge a Member’s credit card until a backorder is shipped unless the Member or Javita desires credit for the commission period. Items that are on backorder will be shipped as soon as inventory becomes available.
MEMBER RETURNS (NONINITIAL PURCHASE) After the initial purchase, a Member may only return products from future orders after voluntarily resigning from the company (see “Voluntary Resignation”). Members may return “resalable,” unused products with current labels and intact seals in good condition. This product must be shipped back (prepaid) to Javita. The Member will be refunded 90 percent of the net cost of the product (shipping and handling charges are non‐refundable), less any compensation previously credited to the Member for purchasing the inventory returned. Additionally, Javita will deduct commissions paid to the upline that are no longer deemed collectible. Refunds will not occur on any inventory certified as being “sold” under the 70 Percent Rule required for Member orders (see “70 Percent Rule”). Opened products, partial product packs, Member Kits and their components, discontinued or opened sales tools, products purchased from other Members, and products not purchased from Javita are not refundable. Any compensation paid to the Member’s upline will be deducted in the form of an adjustment to the next commission payout. Javita will not honor product refund requests made after 30 days of Member receipt of any given order. Requests to refund multiple AutoShip orders for previous months will not be honored by Javita. A returned order that was used to make a rank for a Member will result in the Member’s loss of rank and any commissions earned for the relevant commission period in which the order was commissioned. Refund amounts from the returned order will reflect any outstanding adjustments. RETURN MERCHANDISE AUTHORIZATION Any product being returned to Javita must include an RMA number issued by a Javita Member Services Representative. The RMA number issued will be valid for 10 business days. Members or customers that receive an RMA number must ship the approved products back within 10 business days to Javita.
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Products not shipped back within 10 business days will not be honored and will be refused by Javita. Only authorized returns that bear the appropriate RMA number will be honored. Javita will not honor or be responsible for any unauthorized return. Any and all shipping or courier costs for the return of products are the sole responsibility of the Member. It is recommended that a reliable, traceable, and insurable courier be used for shipping. Should the package contain damaged product (therefore rendering them non‐resalable) or otherwise include non‐resalable product the Distribution Center will reject the return. Refusal to accept shipment or returning multiple orders is not considered an acceptable form of return and will result in a Member’s termination. When the above procedure has been completed and the return has been verified, a refund for the purchase will be issued in the original form of payment within 30 days. Please call Javita Member Services at 1‐855‐JAVITA‐1 (1‐855‐528‐4821) for more information. P MEMBER ADVERTISING AND PROMOTION USE OF COMPANY NAMES, TRADEMARKS AND LOGOS Javita employee names, trade names, Member lists and information, trademarks (registered and unregistered), service marks (registered and unregistered), indicia, domain names, uniform resource locators, e‐mail addresses, trade dress and logos are proprietary and may not be used in any manner by any Member, including in the reproduction of literature (partial or whole) or in any advertisement, except as otherwise permitted herein. The trademarks, trade names, service marks, indicia, trade dress and logos (collectively the “Marks”) of Javita and its products may only be used in retail product advertising. Advertisements to attract Members and the Javita business opportunity may be run with or without (“blind”) reference to Javita, Javita product names or use of the Javita Marks alone is strictly prohibited. Javita strictly prohibits the use of its Marks or any statements with respect to Javita’s business, products or
operations in any financing activity by a Javita Member. Javita does not approve or condone any such financing activities and any violation of this policy could lead to the termination of your Javita Membership. GENERAL ADVERTISING Javita encourages advertising and promotion as a viable method for you to build your business. However, strict guidelines are necessary to maintain an ethical marketing effort. Therefore, these guidelines are a part of the agreement between Javita and its Members. As a Javita Member, you are an independent contractor and shall not represent yourself as a Javita employee or agent. Further, you can in no way state or otherwise imply that you, or any new Member, will be employed by Javita. Corporate approved audiocassettes, videos and phone message recordings must identify you as a Member at the beginning of the message. For further details on advertising and promotion, contact Javita Member Services at 1‐855‐JAVITA‐1 (1‐855‐528‐4821). PROMOTION Members can promote their Javita business in any legal and ethical manner, without misrepresenting Javita, its products, company or business. Members may not make unapproved health claims regarding Javita’s products, or make false financial claims about the Javita business opportunity. No reproduction of Javita literature or Marks, in part or whole, is allowed. Reproduction of Javita literature and/or Marks, including, without limitation product labels is a violation of federal law; only original materials as furnished by Javita may be used. All Javita literature is copyrighted, owned by Javita and cannot be duplicated in any form. This restriction includes but is not limited to photocopies, graphic reproductions, translated verbiage, corporate/product photos and copy taken in part and/or out of context. Members cannot state or imply that Javita approves or endorses any privately produced motivational literature or training materials used within your organization.
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Members can promote Javita products, with the condition that the products are not shown or displayed with any other products that are sold through the network marketing distribution channel. MEMBER ADVERTISING Any use of print, Internet, radio or other form of advertisement must indicate that you are a “Javita Independent Member.” This includes business cards, post cards, flyers, etc. Javita has an approved Independent Member logo that is available for use. To request a copy of Javita’s Independent Member logo, contact the Javita Member Services at 1‐855‐JAVITA‐1 (1‐855‐528‐4821). In addition, many of Javita’s third‐party vendors use this logo in their pre‐approved marketing materials. Questions about third‐party vendors or inquiries should be directed to [email protected]. Javita hereby grants to Members a limited, revocable, and non‐exclusive license to use the Javita Independent Member logo and provided to Members by Javita solely for the advertising and marketing purposes set forth herein. All such use of the Marks Independent Member logo shall be in accordance with Javita’s trademark usage guidelines, as same are established from time to time. All such use of the Marks and Independent Member logo shall be pre‐approved in writing. In the event that Javita gives a Member notice of any use of Marks or Independent Member logo that is not in compliance with Javita’s policies regarding the Marks or Independent Member logo, as applicable, Member will promptly revise or immediately cease the non‐complying use. Member shall not modify or change its uses of the Marks or Independent Member logo without the prior written consent of Javita. Member acknowledges and agrees that Javita is the sole and exclusive owner of the Marks and Independent Member logo. Member shall have no right, title or interest in Javita’s Marks or Independent Member logo at any time, and any goodwill associated with the Marks and Independent Member logo shall inure solely to Javita at the time that such goodwill is created.
Member recognizes the validity of Javita’s Marks and Independent Member logo and Javita’s ownership of and right, title, and interest in and to the Marks and Independent Member logo, and hereby covenants not to do anything to adversely affect such right, title, or interest during the term of Membership or thereafter. Member covenants neither to attempt to register, nor to claim any ownership or rights to register Javita’s Marks or Independent Member logo, any name or mark incorporating any component of Javita’s Marks or Independent Member logo, or a name or mark which is confusingly similar to or a colorable imitation of Javita’s Marks or Independent Member logo. Member hereby acknowledges and recognizes the value of Javita’s goodwill in its Marks and Independent Member logo. PUBLIC ADVERTISING MEDIA; INTERNET The use of public advertising media to advertise Javita products or the Javita business opportunity is restricted. Restricted public advertising media are any television network or cable broadcast, radio or other electronic media, billboards, bus stop or park benches, and automated telephone solicitation equipment. Additionally, unapproved or unauthorized Internet or any other online services as well as spamming and the use of unauthorized and/or unapproved radio promotions or broadcasts of any sort are strictly prohibited. PRICE ADVERTISING/PROMOTION All advertising of Javita products, through any media, must promote the suggested retail price of the products. Any promotion for less than suggested retail is prohibited. This type of activity is inconsistent with the network marketing/direct sales philosophy. In addition, no special enticement, incentive or promotions associated with the sale of Javita products is allowed. This includes but is not limited to free shipping, free membership, etc.
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APPROVAL At the request of the Member, Javita may review advertisements created by the Member solely for compliance with Javita’s Policies & Procedures, however, Javita will not approve Member advertisements. Only Javita‐issued materials reflect the position of Javita, including, without limitation with respect to the uses and benefits of any product or service. Any advice provided by Javita regarding advertising should not be considered approval by Javita. Members are personally liable for any and all advertising and media they produce and Javita disclaims all liability and responsibility for such. All advertisements, including those of a “blind” nature, i.e., without use of any corporate identities; any media, including newspaper ads, audio cassettes, videos or videotapes, recorded messages, posters, flyers, promotional items, etc. are the sole responsibility of the Member. Member hereby represents and warrants that any advertising done by Member will comply with all applicable laws, rule, and regulations. Members agree to advance, indemnify and hold Javita harmless from any claims made as a result of advertising and promotional materials produced and/or distributed by the Member. If an advertisement published by a Member contains noncompliant health and/or income claims (including, without limitation, as set forth by the FDA, FTC or DSA), disciplinary action may be taken against the Member, including termination of the Membership. Although the Member is personally responsible for the content of every advertisement, Javita may take action when Javita Member or corporate marks, product names or the Compensation Plan are listed or when any harm to Javita may result from the claims as determined by the Company. ENFORCEMENT Upon notification of violation of a Javita policy, Javita will first verify that a violation has actually occurred. Many times violations are reported by other Members, and Javita may first verify the accuracy of the claim. Upon verification of a violation, Javita may, at its discretion, implement the following steps:
• A letter and email is sent to the offending Member informing him or her of the violation and referencing the specific Javita Policy that has been violated. This is generally a “cease and desist” warning notification, requesting that the violation be immediately resolved. The letter asks the Member to respond within 10 business days.
• If no response is received from the first letter within 10 business days, a second certified “cease and desist” letter is sent that informs the Member that he or she has five (5) business days to respond and take corrective action. They are also informed that the next step is suspension.
• If no action is taken within five (5) days of your suspension, the Javita Membership will be terminated.
This process encompasses the steps taken to resolve certain violations of Javita’s Policies & Procedures. Javita reserves the right, in its sole and absolute discretion to take any action it deems appropriate to enforce these Javita Policies & Procedures and otherwise protect the rights of Javita. Member agrees that if there is a breach or potential breach of these Javita Policies & Procedures by Member, Javita will suffer immeasurable and irreparable harm for which monetary damages would be an inadequate legal remedy. Therefore, Member agrees that in addition to any damages that may be available, Javita shall be entitled to injunctive relief without having to post a bond and that the Javita may, at its option, terminate your Membership and shall be relieved of its obligations to you. MEMBER TOOLS AND TRAINING MATERIALS Only Members who qualify at the Partner level for six consecutive months and who are approved by Javita are eligible to produce and distribute audio, video and print training materials to their downline.
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These materials may be produced for six months following the period of consecutive qualification and must meet the following criteria:
• They must be pre‐approved in writing by
Javita prior to release. • A hard copy script for all material must
be submitted for approval. • Audio materials are to be produced for
training purposes only and not for profit. Therefore the pricing must not be excessive.
• The cover and/or label must also be submitted to Javita for approval and must identify the Partner Member who has produced the material and clearly indicate that he/she is a Javita Independent Member.
• A similar statement is necessary, approved in advance by Javita, as an introduction at the beginning of the audio or video.
MESSAGE CENTER Javita provides a message center for all Members to use for receiving e‐mail communications from the Javita Corporate Office as well as from Members’ uplines. It is also available for sending communications to their downlines. The use of this message center to promote, sell or refer third‐party products or products for personal gain (unrelated to Javita) is strictly prohibited. If such activity is reported or observed, it will result in immediate action from compliance including possible termination of your Membership. RECORDED MESSAGES All recorded messages that are referenced in any form of advertising that include Javita or Javita products, names, or Marks must be submitted in written script form to Javita for approval prior to use. Javita‐approved audiocassettes, videos and phone message recordings must identify you as a Member at the beginning of the message.
SOCIAL NETWORKING All Javita Members agree, acknowledge and affirmatively accept anything placed (photos, testimonials, statements, marketing materials, etc.) on a social networking Website such as Facebook, Twitter, MySpace, YouTube, Blogger, Digg, LinkedIn etc. must adhere to the Member Advertising & Promotion guidelines policy, all Javita Policies & Procedures, and must comply with all applicable, laws, rules, regulations, and the applicable networking Websites’ terms of use. Testimonials, health/medical claims, income claims, or disparaging comments, remarks, etc. are expressly prohibited and will not be tolerated and may result in a Member’s termination. RETAIL OUTLETS Javita products are prohibited from being sold or displayed in retail outlets except for businesses that operate “by appointment only,” such as beauty salons, tanning salons and doctors’ or chiropractors’ offices and in private clubs such as figure salons and health clubs. The following retail outlets are examples of, but are not intended to be a complete list of, those retail outlets that definitely cannot sell Javita products or display literature: health food stores, unattended mall kiosks, drugstores, personal Internet storefronts (not provided by Javita), online outlets such as auction or barter sites (including, without limitation e‐Bay) or other third‐party online retailers. This policy does not prohibit a retail storeowner from being a Member, just from displaying or selling Javita products in a retail environment. FAIRS AND TRADE SHOWS You can promote Javita products at fairs and trade shows as long as Javita products are not shown or displayed with any other products that are sold via network marketing. All marketing materials displayed at the event must be Javita provided or approved third‐party literature or approved by Javita, in advance, in writing, and must clearly identify the individual(s) as Javita Brand Partners.
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MEMBER COMPENSATION OVERVIEW Javita’s Member compensation system is designed for both the part‐time Member as well as the full‐time business builder. Compensation is earned based on the promotion and sale of products, personal consumption and building a Member organization. Javita’s Compensation Plan provides two distinct pay periods – weekly (also known as FastStart) and monthly (also known as Team Commissions). The Javita Compensation Plan pays out weekly and monthly providing the opportunity to be compensated sixty‐four (64) times a year. WEEKLY COMPENSATION – FASTSTART BONUS The FastStart Bonus allows every Member the opportunity to earn weekly. When you enroll a new Member and they purchase product, you earn a FastStart Bonus on your newly enrolled Member’s initial order. You also earn a FastStart Bonus on the initial product purchased by new Members enrolled by the people you have personally enrolled. Each weekly FastStart pay period is based on orders placed and paid for beginning on Sunday 12:00 a.m. and ending on Saturday 11:59 p.m. Members wishing to include orders and receive payment for a particular period outside of Javita’s hours of operation, may process orders online though Javita’s website at www.Javita.com. MONTHLY COMPENSATION – TEAM COMMISSIONS AND OTHER BONUSES The monthly commission pay period is based on the calendar month. Javita must receive an order no later than the last day of the calendar month for it to be included in the commissions for that month. Members wishing to include orders outside of Javita’s hours of operation, may process orders online through Javita’s website (www.Javita.com). Fax and mail orders must be received no later than 11:59 p.m. the last calendar day of the month.
Monthly compensation will be deposited into Member’s accounts the 18th day of each month for orders received during the previous month, barring forces of nature that are beyond Javita’s control that may cause a delay. If the commission payment date is a holiday or weekend, commission will be deposited on the following business day. Detailed payment information, called the Earnings Report, for each Member is only available online in the Member Center. Should a Member request a hard copy of this information, a service fee will be assessed. If a Member believes there is an error in his or her Earnings Report, the Member must notify Javita immediately. If such problems are not presented to Javita in writing within forty‐five (45) days after the end of the relevant commission period, the Member waives all recourse with respect to such alleged error. PLAN MODIFICATIONS Javita commits to paying competitive and fair compensation to its members. Javita is also committed to protecting the long term viability of the Javita business opportunity. Therefore, should compensation expense exceed 50% of sales, the company, at its sole discretion, reserves the right to make immediate modifications to the Javita Compensation Plan. COMPENSATION PLAN For more information on Javita’s Compensation Plan, please visit your Member Center at www.javita.com. MEMBER COMPLIANCE AND DISCIPLINARY ACTION COMPLIANCE It is mandatory that all Members strictly comply with all of Javita’s Policies & Procedures. The Policies & Procedures have been prepared for the protection of Javita and its Members. Because violations by any Member can jeopardize both Javita’s business and yours, all violations are considered extremely serious and can result in termination and the loss of all Member benefits.
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Each Member agrees to advance, indemnify and hold Javita harmless, its management, directors and officers, and any of its affiliated companies from any claim, action or liability asserted arising out of or relating to the Member’s actions, omissions or representations in sponsoring or conducting the Member’s business, including, without limitation Member’s independent Javita business (see “Termination Procedure”). TERMINATION PROCEDURE; DISCIPLINARY ACTIONS In the event Javita verifies a violation of the Member Agreement, Javita may terminate the offending Member. The termination procedures may be as follows: • Javita will send a written notice of intent to
terminate to the Member. The offending Member will then have 10 days in which to present his or her case in writing for review by Javita. Javita will then make the final decision about whether to terminate. In the event of termination, either voluntary or involuntary, and at Javita’s discretion, volume for the Member’s downline organization will roll up to the next eligible upline Member. Javita may, in its sole discretion, take other disciplinary actions for violations of the Member Agreement, including but not limited to suspension of the offending Member, denial of advancement or recognition awards, loss of rights to one or more commission checks or imposition of fines.
ARBITRATION Any and all legal disagreements arising from or relating to your relationship with Javita shall be resolved by binding arbitration in accordance with the existing rules of the American Arbitration Association and under the laws of the State of Florida, without regard to its choice of law principles, and Palm Beach County, Florida. Any arbitration proceedings will be at Javita’s corporate headquarters.
The parties expressly submit and consent in advance to such location for arbitration, and each party hereby waives any objection that it may have based upon inconvenience, or the like. The Member shall bear his or her costs for such proceedings. INTERNATIONAL SPONSORING; EXPORT POLICY You may not, directly or indirectly, without prior Javita approval, export any Javita product or cause any improper business‐building activities, including advertising “blind” or otherwise, in any country not declared open by Javita or in which Javita is operating a Not‐for‐Resale program. You acknowledge that any violation of these policies would cause irreparable damage to Javita and the respective affiliated Javita companies conducting business in these countries as well as the ability of Javita to conduct business in other countries. Violation of these policies could lead to the termination of your Javita Membership. No Javita Member, without prior approval from the Company, can export or sell to others who export Javita products from the United States or its possessions or territories to any country. CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT All materials provided to you which are not publicly known or available to the public at large including downline reports and all other reports and genealogical information, including, but not limited to, downline sales organization information and commission recap statements, personal identifiable information such as age, social security or other identification numbers, credit card numbers and the like are considered proprietary and confidential. Some of which are proprietary to Javita and some of which are proprietary and confidential to Members. to Every Member who is provided with such information must treat it as confidential, and take care and provide such protections as are necessary to maintain its secrecy and refrain from making any use thereof for any purpose other than the management of his or her downline sales organization.
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As a result of your membership in Javita, you will have access to Confidential Information which you acknowledge to be proprietary, highly sensitive and valuable to Javita’s business, and is being made available to you solely and exclusively for purposes of furthering the sale of Javita products and prospecting, training and sponsorship of third parties who may desire to become Javita Members and to further build and promote your independent Javita business. DEFINITIONS “Trade Secret” or “Confidential Information” shall mean information, including a formula, pattern, compilation, program, device, method, technique or process, that:
• Derives independent economic value,
actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use.
• Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
CONFIDENTIAL INFORMATION • Whenever Javita makes available to the
Member Confidential Information, it shall be for the sole purpose of conducting Javita business.
• The Member database represents intellectual property of Javita. Any attempt to sell to the Members of the database without the express written consent of Javita is forbidden. Violation is subject to immediate termination.
• You shall not use, disclose, duplicate or otherwise make any Confidential Information available to anyone other than Javita Members, without the prior written consent of Javita.
• You shall not directly or indirectly use, capitalize upon or exploit any Confidential Information for your own benefit, or for the benefit of anyone else, other than for the purpose of conducting your business for Javita.
• You shall maintain the confidentiality and security of the Confidential Information in its possession and to protect against disclosure, misuse, misappropriation or any other action inconsistent with Javita's rights.
FURTHER RESTRICTIVE COVENANTS In consideration to Javita for the receipt of Confidential Information, you further agree that for the term of your Membership, you shall not take or encourage any action, the purpose or effect of which would be to circumvent, breach, interfere with or diminish the value or benefit of Javita‘s contractual relationships with any Javita Member. Without limiting the generality of the foregoing, for the term of your Membership, you agree not to directly or indirectly, contact, solicit, persuade, enroll, sponsor or accept any Javita Member, Javita Customer or anyone who has been a Javita Member or Customer for the last six months, into, or to encourage any such person in any way to promote opportunities in marketing programs of any direct sales company other than Javita. Furthermore, during the term of your Membership, you are prohibited from appearing in, being referenced in, or allowing your name or likeness to be featured or referenced in any promotional, recruiting or solicitation materials or activities for any direct sales company, except Javita. In addition, any action taken by a Member while building his or her organization that is found to be detrimental to Javita will be subject to disciplinary action, up to and including suspension and/or termination of their Membership. This type of action includes, but is not limited to, manipulative building of super nodes and placement manipulation. TERMS The obligations of confidentiality contained in the “Confidentiality Information” section of these procedures shall remain forever and in perpetuity. The obligations contained in the “Further Restrictive Covenants” section of these procedures shall remain in full force and effect during the term of the previously executed Membership Agreement between Javita and you, and thereafter until one (1) year after the
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expiration and termination of such Membership Agreement. RETURN OF INFORMATION Upon termination of the Membership Agreement between Javita and you, you shall return all copies of the Confidential Information in the your possession or control. Upon request by Javita, you shall certify to Javita, by sworn affidavit that you have returned all copies of the Confidential Information in your possession or control and that no other copies of the Confidential Information exist in your possession or control. BREACH AND REMEDIES OF MISAPPROPRIATING INFORMATION You acknowledge that Javita would suffer irreparable harm as a result of any unauthorized disclosure or use of the Confidential Information, and that monetary damages are insufficient to compensate Javita for such harm. Therefore, if you are in breach of these Policies & Procedures, notwithstanding the parties’ agreement to arbitrate, Javita is entitled to an injunction or temporary restraining order, without notice to you, restraining any unauthorized disclosure or use of the Confidential Information in addition to any other available remedy, including damages. In any such action, if Javita prevails, you agree you are to reimburse Javita for its costs and reasonable attorneys’ fees incurred in connection with taking the legal action. ADDITIONAL POLICIES AMENDMENTS Javita specifically reserves the right to make any amendments or adjustments from time to time that it deems necessary with respect to its Policies & Procedures, Compensation Plan and/or product pricing. Any such changes shall be incorporated as part of the Member Agreement between Javita and its Members effective upon notification in official Javita materials or published online through Javita’s website. The acceptance of your Javita Membership, the annual renewal of your Membership and/or your acceptance of Member Compensation constitutes acceptance of the
Company’s Policies & Procedures any and all amendments. NONWAIVER PROVISION Javita reserves the right to waive any provision of these policies. However, failure of Javita to exercise any rights in its Policies and Procedures, Member Agreement or Compensation Plan shall not constitute a waiver of Javita's right to demand compliance therewith. Waiver of any requirement may only occur by express written waiver executed by an authorized officer of Javita. Any such waiver shall not constitute or operate as a waiver of any prior or subsequent breach of that term or any other terms or conditions. NONDISPARAGEMENT During the term of a Javita Member’s Agreement and for a period of twelve (12) calendar months following the termination of such Agreement for any reason, a Javita Member shall not disparage other Javita Members, Javita’s products, services, Compensation Plan, or Javita’s employees or officers to other Javita Members or third parties. “Disparage” shall mean making statements, whether true or false, that: (1) discredit or detract from the reputation of Javita, its products, services, Compensation Plan, employees or Javita Members; or (2) that present any of the foregoing in a negative light. Any questions, suggestion or comments regarding these issues should be directed in writing to Javita’s Corporate Offices only. INDEMNITY AGREEMENT In the conduct of a Javita Member’s business, each Member shall refrain from all conduct that might be illegal, or harmful to the reputation of Javita or its products, including but not limited to, conduct inconsistent with the public interest, that is discourteous, deceptive, misleading, unethical or immoral or any action that constitute such Member’s breach of any of the terms of these Policies & Procedures and/or the Member Agreement.
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Each Member shall:
• Hold harmless, advance, and indemnify Javita for any claims, damages or liabilities arising out of a Member's business practices, including such Member's breach of any terms of these Policies & Procedures, and the Member Agreement. This indemnity specifically includes any attorneys’ fees incurred by Javita as a result of the foregoing; and
• Specifically authorize Javita to offset any such claims, costs, expenses, legal fees, damages or liabilities against any and all commissions payable to such Members. Members found to be engaged in unethical, deceptive or misleading practices can be subject to disciplinary action up to and including termination of their Membership.
Member will advance, indemnify, defend (with counsel of Javita’s choice) and hold harmless Javita and its affiliates and subsidiaries, and each of its and their respective employees, officers, directors, agents, successors and assigns from and against any and all third party claims, demands, actions, suits, losses, liabilities, damages (including taxes), and all related costs and expenses, including without limitation reasonable attorneys’ fees due to, arising from or relating to (i) Member’s breach of one of its obligations, representations, warranties or covenants set forth in the Agreement and/or these Policies & Procedures; (ii) the negligent, willful or reckless act or omission of Member; or (iii) death, personal injury, bodily injury or property damage caused by Member. POLICIES & PROVISIONS SEVERABLE If any provision of these Policies, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, or unenforceable provision never compromised a part of these Policies & Procedures.
ENTIRE AGREEMENT The Member Agreement and Policies & Procedures constitutes the entire agreement between the Member and Javita, and no other promises, offers, representations, agreements or understandings of any kind shall be binding on Javita, unless made in writing and signed by an authorized officer of Javita. The Member must agree to comply with all federal, state and local laws relating to his or her business and not engage in any unlawful or illegal trade practice or business activity. These Policies & Procedures govern the way a Member does business with Javita, other Members and retail customers. Together with the Javita Compensation Plan and the Member Agreement, these Policies & Procedures constitute a complete contract between Members and Javita. GOVERNING LAW These Policies & Procedures as well as the Member Agreement as well as any and all disputes arising from or relating to either shall be governed by the laws of the state of Florida and Palm Beach County, without regard to their choice of law provisions, with venue for such disputes lying exclusively in Palm Beach County, Florida. AUDIT Javita may, at its own expense, use internal resources or direct an independent certified public accounting firm to inspect and audit those books and records of Member that are relevant to its performance under the Agreement and these Javita Policies & Procedures upon a mutually agreeable date and time, provided, however, that any such inspection and audit will be conducted no more than twice in any calendar year, during regular business hours, and in such a manner as not to interfere with normal business activities, and provided further that such independent accountant agrees to maintain the confidentiality of such books and records.
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LIMITATION OF LIABILITY Javita’s total liability relating to the Agreement and these Policies & Procedures shall in no event exceed the compensation paid to the applicable Member during the previous 12 months and shall in no event, include any consequential, special, punitive, indirect or incidental damages, including, but not limited to any damages resulting from loss of use or profits arising out of or in connection with the Agreement or these Policies & Procedures, whether in an action based on contract, tort (including negligence) or any theory, even if Javita has been advised of the possibility of such damages. You understand that the entire agreement between Javita and its Members is embodied in the Polices & Procedures and the Agreement. Any and all oral statements, representations, agreements or warranties are memorialized in the Agreement and these Policies and Procedures. SURVIVAL If any provision of the Agreement and/or these Policies & Procedures is held to be unenforceable, invalid or void to any extent for any reason, the remaining provisions of the Agreement and/or these Policies & Procedures shall remain in full force and effect, and such void, invalid or unenforceable provision shall be deemed of no force or effect; provided, however, that any court or arbitrator declaring such provisions to be void, invalid or unenforceable shall have the authority to modify such provision only insofar as is necessary to remedy the defect giving rise to the unenforceability of such provisions, with such modification to reflect as closely as possible the parties' intent as reflected by the terms of the Agreement and/or these Policies & Procedures. DISCLAIMER OF WARRANTY You expressly understand and agree that, to the maximum extent permitted by application law the materials and the entry of the Agreement and these Policies & Procedures are provided by Javita “As Is,” without warranty or representation of any kind, express or implied, statutory or otherwise, including implied warranties of title, non‐infringement, merchantability, or fitness for a particular purpose, good faith and fair dealing.
Without limiting the foregoing, Javita makes no warranty that Members will reach any compensation levels, will make a profit, or achieve any sales levels. No advice or information, whether oral or written, obtained by you from Javita or through or from use of any Javita website shall create any warranty not expressly sated herein. Some jurisdictions do not allow the exclusion of certain warranties, the limitation or exclusion of implied warranties, or limitations on how long an implied warranty may last, so the above limitations may not apply to you.