POLICIES and PROCEDURES

Transcription

1 POLICIES and PROCEDURES Updated: INTRODUCTION 1.1 Mutual Commitment Statement Vasayo, LLC and Vasayo Hong Kong Limited (hereafter as Vasayo and the Company ) recognizes that in order to develop a long-term and mutually rewarding relationship with its salesforce ( Brand Partners ) and Customers, Vasayo and its Brand Partners must acknowledge and respect the true nature of the relationship and support the Customers. A. In the spirit of mutual respect and understanding, Vasayo is committed to: I. Provide prompt, professional, and courteous service and communications to all of its Brand Partners and Customers; I IV. Provide the highest level of quality products, at fair and reasonable prices; Exchange or refund the purchase price of any product, service or membership as provided in our Return and Cancellation Policy: Deliver orders promptly and accurately; V. Pay commissions accurately and on a timely basis; VI. V VI IX. Expedite orders or checks if an error or unreasonable delay occurs; Roll out new products and programs with Brand Partner input and planning; Implement changes in the Rewards Plan or Policies and Procedures that affect the Brand Partner with input from the Brand Partners; Support, protect, and defend the integrity of the Vasayo Business Opportunity; X. Offer Brand Partners an opportunity to grow with Vasayo with such growth guided by the principles of Servant Leadership. B. In return, Vasayo expects that its Brand Partners will: I. Conduct themselves in a professional, honest, and considerate manner; Present Vasayo Corporate and product information in an accurate and professional manner; 1

2 I IV. Present the Rewards Plan and Return Policy in a complete and accurate manner; Not make exaggerated income claims; V. Make reasonable effort(s) to support and train Brand Partners and Customers in their downline; VI. V VI IX. Not engage in cross-line recruiting, unhealthy competition, or unethical business practices; Provide positive guidance and training to Brand Partners and Customers in their downline while exercising caution to avoid interference with other downlines. As such, a Brand Partner is discouraged from providing cross-line training to a Brand Partner or Customer in a different organization without first obtaining consent of the Brand Partner s or Customer s upline leader; Support, protect, and defend the integrity of the Vasayo Business Opportunity; Accurately complete and submit the Brand Partner Agreement and any requested supporting documentation in a timely manner. 1.2 Vasayo Policies and Rewards Plan Incorporated into the Brand Partner Agreement A. Throughout these Policies, when the term Agreement is used, it collectively refers to the Vasayo Agreement, these Policies and Procedures, and the Vasayo Rewards Plan. B. It is the responsibility of the Sponsoring Brand Partner to provide the most current version of these Policies and Procedures (available on the Vasayo website, and the Vasayo Rewards Plan to each applicant prior to his, her and/or its execution of a Brand Partner Agreement. 1.3 Purpose of Policies A. Vasayo is a direct sales company that markets products and services through a network of sales representatives. To clearly define the relationship that exists between Brand Partners and Vasayo, and to explicitly set a standard for acceptable business conduct, Vasayo has established these Policies and Procedures. B. Vasayo Brand Partners are required to comply with: (i) all of the Terms and Conditions set forth in the Brand Partner Agreement, which Vasayo may amend from time to time in its sole discretion; (ii) all federal, state, and/or local laws governing his, her and/or its Vasayo business; and (iii) these Policies and Procedures. 2

3 C. Vasayo Brand Partners must review the information in these Policies and Procedures carefully. Should a Brand Partner have any questions regarding a policy or rule, the Brand Partner is encouraged to seek an answer from their Sponsor or any other upline Brand Partner. If further clarification is needed the Brand Partner may contact Vasayo Customer Service. 1.4 Changes, Amendments, and Modifications A. Because federal, state, and local laws, as well as the business environment, periodically change, Vasayo reserves the right to amend the Agreement and the prices in its Vasayo Product Price List in its sole and absolute discretion. Notification of amendments shall appear in Official Vasayo Materials. This provision does NOT apply to the arbitration clause found in Section 13, which can only be modified via mutual consent. B. Any such amendment, change, or modification shall be effective immediately upon notice by one of the following methods: I. Posting on the official Vasayo website; I Electronic mail ( ); or In writing through the Vasayo newsletters or other Vasayo communication channels. 1.5 Delays Vasayo 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/or weather, curtailment of a source of supply, or government decrees or orders. 1.6 Effective Date These Policies and Procedures shall become effective as of February 15, 2017, 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. 2.0 BASIC PRINCIPLES 2.1 Becoming a Vasayo Brand Partner 3

4 A. To become a Brand Partner, an applicant must comply with the following requirements: I. Be of the age of majority (not a minor) in his or her state of residence; I IV. Reside or have a valid address in the United States or U.S. territory; Have a valid taxpayer identification number (i.e., Social Security Number, Federal Tax ID Number, etc.); Submit a properly completed and signed Brand Partner Agreement to Vasayo; V. Not be a Vasayo employee, the Spouse of a Vasayo employee or related to an employee of Vasayo and living in the same household as such Vasayo employee. 2.2 New Brand Partner Registration A. A potential new Brand Partner may self-enroll on the Sponsor s website. In such event, instead of a physically signed Brand Partner Agreement, Vasayo will accept the webenrollment and Brand Partner Agreement by accepting the electronic signature stating the new Brand Partner has accepted the Terms and Conditions of such Brand Partner Agreement. Please note that such electronic signature constitutes a legally binding agreement between the Brand Partner and Vasayo. B. Vasayo reserves the right to require signed paperwork for any account, regardless of origin. C. If requested the signed Brand Partner Agreement must be received by Vasayo within fourteen (14) days of enrollment. D. Signed documents, including, but not limited to, Brand Partner personal 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 Brand Partner s Brand Partnership. 2.3 Rights Granted A. Vasayo hereby grants to the Brand Partner a non-exclusive right, based upon the Terms and Conditions contained in the Brand Partner Agreement and these Policies and Procedures, to: I. Purchase Vasayo products and services; Promote and sell Vasayo products and services; and 4

5 I Sponsor new Brand Partners and Customers in the United States and in countries where Vasayo may become established after the effective date of these Policies and Procedures. 2.4 Identification Numbers A. Each Brand Partner is required to provide his or her Social Security Number, or Federal Tax Identification Number, if located in the United States or any of its territories, to Vasayo on the Brand Partner Agreement. Vasayo reserves the right to withhold commission payments from any Brand Partner who fails to provide such information or who provides false information. B. Upon enrollment, Vasayo will provide a Vasayo Identification Number to the Brand Partner. This number will be used to place orders, structure organizations, and track commissions and bonuses. 2.5 Renewals and Expiration of the Brand Partner Agreement A. If the Brand Partner allows his or her Brand Partner Agreement to expire due to nonpayment, the Brand Partner will lose any and all rights to his, her or its downline organization unless the Brand Partner re-activates within sixty (60) days following the expiration of the Agreement. B. If the former Brand Partner re-activates within the 60-day time limit, the Brand Partner will resume the rank and position held immediately prior to the expiration of the Brand Partner Agreement. However, such Brand Partner s paid as level will not be restored unless he, she and/or an entity qualifies at that payout level in the new month. The Brand Partner is not eligible to receive commissions for the time period that the Brand Partner s Brand Partnership was expired. C. Any Brand Partner who was terminated or whose Agreement has expired and lapsed the 60-day grace period is not eligible to re-apply for a Vasayo business for six (6) months following the expiration of the Brand Partner Agreement. D. The downline of the expired Brand Partner will roll up to the immediate, active upline Sponsor. 2.6 Business Entities A. A corporation, partnership, LLC, or trust (collectively referred to as a Business Entity ) may apply to be a Vasayo Brand Partner. This Brand Partner business and position will remain 5

6 temporary until the proper documents are submitted. The Business Entity must submit one of the following documents: Certificate of Incorporation, Articles of Organization, Partnership Agreement or appropriate Trust documents. Vasayo must receive these documents within fourteen (14) days from the date the Brand Partner Agreement was signed. B. A Vasayo Brand Partner may change their status under the same Sponsor from an individual to a partnership, LLC, corporation, trust or from one type of business entity to another. 2.7 Independent Business Relationship; Indemnification for Actions A. The Vasayo Brand Partner is an independent contractor, and not a purchaser of a franchise or business opportunity. Therefore, each Brand Partner s success depends on his or her independent efforts. B. The Agreement between Vasayo and its Brand Partners does not create an employer/employee relationship, agency, partnership, or joint venture between Vasayo and the Brand Partner. C. A Vasayo Brand Partner shall not be treated as an employee of Vasayo for any purposes, including, without limitation, for federal or state tax purposes. All Brand Partners are responsible for paying local, state, and federal taxes due from all compensation earned as a Brand Partner of Vasayo. Any other compensation received by Brand Partners from Vasayo will be governed by applicable U.S. tax laws (or the tax laws of any other applicable jurisdiction). The Brand Partner has no express or implied authority to bind Vasayo to any obligation or to make any commitments by or on behalf of Vasayo. Each Brand Partner, whether acting as management of a Business Entity or represented as an individual, shall establish his or her own goals, hours, and methods of operation and sale, so long as he or she complies with the Terms of the Brand Partner Agreement, these Policies and Procedures and applicable State, Federal and Provincial laws. D. The Vasayo Brand Partner is fully responsible for all of his or her verbal and written communications made regarding Vasayo products, services, and the Rewards Plan that are not expressly contained within official Vasayo materials. Brand Partners shall indemnify and hold harmless Vasayo, its directors, officers, employees, product suppliers and agents from any and against all liability including judgments, civil penalties, refunds, attorney fees and court costs incurred by Vasayo as a result of the Brand Partner s unauthorized representations or actions. This Provision shall survive the termination of the Vasayo Brand Partner Agreement. 2.8 Insurance A. Business Pursuits Coverage. Vasayo encourages Brand Partners to arrange insurance coverage for their business. A homeowner s insurance policy does not cover business 6

7 related injuries, or the theft of, or damage to, inventory or business equipment. Vasayo Brand Partners 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 Questions A. If a Brand Partner has questions about, or believes any errors have been made regarding commissions, bonuses, business reports, orders, or charges, the Brand Partner must notify Vasayo in writing within thirty (30) days of the date of the error or incident in question. Any such errors, omissions or problems not reported within 30 days shall be deemed waived by the Brand Partner. 3.0 VASAYO BRAND PARTNER RESPONSIBILITIES 3.1 Correct Addresses A. It is the responsibility of the Brand Partner or Customer to make sure Vasayo has the correct shipping address before any orders are shipped. B. A Brand Partner or Customer will need to allow up to thirty (30) days for processing after the notice of address change has been received by Vasayo. C. A Brand Partner or Customer may be assessed a $20 fee for returned shipments due to an incorrect shipping address. 3.2 Training and Leadership A. Any Vasayo Brand Partner who Sponsors another Brand Partner into Vasayo must perform an authentic assistance and training function to ensure his or her downline is properly operating his or her Vasayo business. Sponsoring Brand Partners should have ongoing contact and communication with the Brand Partners in their downline organizations. Examples of communication may include, but are not limited to, newsletters, written correspondence, telephone, contact, team calls, voic , , personal meetings, accompaniment of downline Brand Partners to Vasayo meetings, training sessions and any other related functions. B. A Sponsoring Vasayo Brand Partner should monitor the Brand Partners in his or her downline organizations to ensure that downline Brand Partners do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, such Brand Partner should be able to provide documented evidence to Vasayo of his or her ongoing fulfillment of the responsibilities of a Sponsor. 7

8 C. Upline Brand Partners are encouraged to motivate and train new Brand Partners about Vasayo s products and services, effective sales techniques, the Vasayo Rewards Plan and compliance with company Policies and Procedures. D. Marketing product is a required activity in Vasayo and must be emphasized in all recruiting presentations. E. We emphasize and encourage all Brand Partners to sell Vasayo products and services to Customers. F. Use of Sales Aids. To promote both the products and the opportunity Vasayo offers, Brand Partners must use the sales aids and support materials produced by Vasayo. If Vasayo Brand Partners develop their own sales aids and promotional materials, which includes Internet advertising, notwithstanding Brand Partners good intentions, they may unintentionally violate any number of statutes or regulations affecting the Vasayo business. These violations, although they may be relatively few in numbers, could jeopardize the Vasayo opportunity for all Brand Partners. Accordingly, Brand Partners must submit all written sales aids, promotional materials, advertisements, websites and other literature to the Company for Company s approval prior to use. All Brand Partners shall safeguard and promote the good reputation of Vasayo and its products. The marketing and promotion of Vasayo, the Vasayo opportunity, the Rewards Plan, and Vasayo products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices. 3.3 Constructive Criticism; Ethics A. Vasayo desires to provide its independent Brand Partners with the best products and services and Rewards Plan in the industry. Accordingly, Vasayo values constructive criticism and encourages the submission of written comments addressed to Vasayo Compliance department. B. Negative and disparaging comments about Vasayo, its products or Rewards Plan, by Brand Partners made to Vasayo, in the Field or at Vasayo meetings or events, or disruptive behavior at Vasayo meetings or events, serve no purpose other than to dampen the enthusiasm of other Vasayo Brand Partners. Vasayo Brand Partners must not belittle Vasayo, other Vasayo Brand Partners, Vasayo products or services, the Rewards Plan, or Vasayo directors, officers, or employees, product suppliers or agents. Such conduct represents a material breach of these Policies and Procedures and may be subject to sanctions as deemed appropriate by Vasayo. C. Vasayo endorses the following code of ethics: I. A Vasayo Brand Partner must show fairness, tolerance, and respect to all people associated with Vasayo, regardless of race, gender, social class or religion, thereby fostering a positive atmosphere of teamwork, good morale and community spirit. 8

9 I IV. A Brand Partner shall strive to resolve business issues, including situations with upline and downline Brand Partners, by emphasizing tact, sensitivity, good will and taking care not to create additional problems. Vasayo Brand Partners must be honest, responsible, professional and conduct themselves with integrity. Vasayo Brand Partners shall not make disparaging statements about Vasayo, other Brand Partners, Vasayo employees, product suppliers or agents, products, services, sales and marketing campaigns, or the Rewards Plan, or make statements that unreasonably offend, mislead or coerce others. D. Vasayo may take appropriate action against a Brand Partner if it determines, in its sole discretion, that a Brand Partner s conduct is detrimental, disruptive, or injurious to Vasayo or to other Brand Partners. 3.4 Reporting Policy Violation A. A Brand Partner who observes a policy violation by another Brand Partner should submit a written and signed letter ( will not be accepted) of the violation directly to the Vasayo Corporate office. The letter shall set forth the details of the incident as follows: I. The nature of the violation; I IV. Specific facts to support the allegations; Dates; Number of occurrences; V. Persons involved; and VI. Supporting documentation B. Once the matter has been presented to Vasayo, 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 Brand Partners for the mutual effort to support, protect, and defend the integrity of the Vasayo business and opportunity. If a Brand Partner has a grievance or complaint against another Brand Partner which directly relates to his or her Vasayo business, the Procedures set forth in these Policies must be followed. 3.5 Sponsorship 9

10 A. The Sponsor is the person who introduces a Brand Partner or Customer to Vasayo, helps them complete their enrollment, and supports and trains those in their downline. B. Vasayo recognizes the Sponsor as the name(s) shown on the first: I. Physically signed Vasayo Brand Partner Agreement on file; or Electronically signed Brand Partner Agreement from a website or a Vasayo Brand Partners website. C. A Brand Partner Agreement that contains notations such as by phone or the signatures of other individuals (i.e., Sponsors, Spouses, relatives, or friends) is not valid and will not be accepted by Vasayo. D. Vasayo recognizes that each new prospect has the right to ultimately choose his or her own Sponsor, but Vasayo will not allow Brand Partners to engage in unethical sponsoring activities. E. All active Brand Partners in good standing have the right to Sponsor and enroll others into Vasayo. While engaged in sponsoring activities, it is not uncommon to encounter situations when more than one Brand Partner will approach the same prospect. It is the accepted courtesy that the new prospect will be sponsored by the first Brand Partner who presented a comprehensive introduction to Vasayo products or business opportunity. F. A Protected Prospect is a guest of any Vasayo Brand Partner or Customer who attended a Vasayo event or conference call. For sixty (60) days following the event, a Protected Prospect cannot be solicited or sponsored by any other Vasayo Brand Partner who attended the same event. A Vasayo event can be defined as the following: I. Any Vasayo training session; I IV. Conference call; Fly-in meeting; or Presentation, including but not limited to a Vasayo at home presentation, whether sponsored by Vasayo, a Brand Partner, a Customer, or an agent or agency designated by Vasayo. 3.6 Cross Sponsoring Prohibition A. Cross sponsoring is defined as the enrollment into a different line of sponsorship of an individual, or Business Entity, that already has a signed Brand Partner Agreement. Actual or attempted cross sponsoring is not allowed. If cross sponsoring is verified by Vasayo, 10

11 sanctions up to and including termination of a Brand Partner s Brand Partnership may be imposed. B. The use of a Spouse s or relative s name, trade names, assumed names, DBA names, corporation, partnership, trust, Federal ID numbers, or fictitious ID numbers to evade or circumvent this Policy is not permitted. C. This Policy does not prohibit the transfer of a Vasayo business in accordance with Vasayo Sale or Transfer Policy set forth in these Policies. 3.7 Adherence to the Vasayo Rewards Plan A. A Brand Partner must adhere to the Terms of the Vasayo Rewards Plan as set forth in these Policies and Procedures as well as in official Vasayo literature. Deviation from the Rewards Plan is prohibited. B. A Brand Partner shall not offer the Vasayo opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official Vasayo literature. C. A Brand Partner shall not require or encourage a current or prospective Customer or Brand Partner to participate in Vasayo in any manner that varies from the Rewards Plan as set forth in official Vasayo literature. Purchase of product is not required to become a Vasayo Brand Partner. D. A Brand Partner shall not require or encourage a current or prospective Customer or Brand Partner to make a purchase from or payment to any individual or other entity as a condition to participating in the Vasayo Rewards Plan, other than such purchases or payments required to naturally build their business. 3.8 Adherence to Laws and Ordinances A. Many cities and counties have laws regulating certain home-based businesses. In most cases, these ordinances do not apply to Brand Partners because of the nature of the business. However, Brand Partners must check their local laws and obey the laws that do apply to them. B. A Vasayo Brand Partner shall comply with all federal, state, and local laws and regulations in their conduct of his or her Vasayo business. 3.9 Compliance with Applicable Income Tax Laws A. Vasayo will automatically provide a complete 1099 Miscellaneous Income Tax form (nonemployee compensation) to each US Brand Partner whose earnings for the year is at least $600 or who has purchased more than $5,000 of Vasayo products for resale, or who 11

12 received trips, prizes or awards valued at $600 or more. If earnings and purchases are less than stated above, IRS forms will be sent only at the request of the Brand Partner, and a minimum charge of $20 may be assessed by Vasayo. B. A Brand Partner accepts sole responsibility for and agrees to pay all federal, state, and local taxes on any income generated as an independent Brand Partner, and further agrees to indemnify Vasayo from any failure to pay such tax amounts when due. C. If a Brand Partner s business is tax exempt, the Federal Tax Identification number must be provided to Vasayo in writing. D. Vasayo encourages all Brand Partners to consult with a tax advisor for additional information for their business One Vasayo Business Per Brand Partner A Brand Partner may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one (1) Vasayo business. No individual may have, operate or receive compensation from more than one Vasayo businesses. Individuals of the same family unit may each enter into or have an interest in their own separate Vasayo businesses, only if each subsequent family position is placed frontline to the first family member enrolled. A family unit is defined as Spouses and dependent children living at or doing business at the same address Actions of Household Members or Affiliated Parties If any member of a Brand Partner s immediate household engages in any activity which, if performed by the Brand Partner, would violate any provision of the Agreement, such activity will be deemed a violation by the Brand Partner and Vasayo may take disciplinary action pursuant to these Policies and Procedures against the Brand Partner. Similarly, if any individual associated in any way with a corporation, partnership, LLC, trust or other entity (collectively Business Entity ) violates the Agreement, such action(s) will be deemed a violation by the Business Entity, and Vasayo may take disciplinary action against the Business Entity. Likewise, if a Brand Partner enrolls in Vasayo as a Business Entity, each Affiliated Party of the Business Entity shall be personally and individually bound to, and must comply with, the Terms and Conditions of the Agreement No Violation of Previous Agreement You agree that you are not currently in material breach of, and will not during the term of this Agreement be in material breach of, any other contract, obligation, or covenant that would affect your ability to perform hereunder, and as a result of entering into this Agreement, will not materially breach any contract, obligation or covenant (such as a covenant not to compete located in a prior agreement) Solicitation for Other Companies or Products 12

13 A. A Vasayo Brand Partner 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 (1) year thereafter, a Vasayo Brand Partner may not recruit any Vasayo Brand Partner or Customer for any other direct sales or network marketing business, unless that Brand Partner or Customer was personally sponsored by such Brand Partner. B. The term recruit means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way (either directly or through a third party), another Brand Partner or Customer to enroll or participate in any direct sales or network marketing opportunity. This conduct represents recruiting even if the Brand Partner s actions are in response to an inquiry made by another Brand Partner or Customer. C. During the term of this Agreement and for a period of six (6) months thereafter, any Vasayo Brand Partner must not sell, or entice others to sell, any competing products or services, including training materials, to Vasayo Customers or Brand Partners. Any product or service in the same category as a Vasayo product or service is deemed to be competing (i.e., any competing product or service regardless of differences in cost or quality. This provision does not apply where professional services are the primary source of revenue and the product sales are secondary (e.g., doctor s offices, clinics, health clubs, spas, and beauty salons). D. However, a Brand Partner may sell non-competing products or services to Vasayo Customers and Brand Partners that they personally sponsored. E. A Brand Partner may not display or bundle Vasayo products or services, in sales literature, on a website or in sales meetings, with any other products or services to avoid confusing or misleading a prospective Customer or Brand Partner into believing there is a relationship between the Vasayo and non-vasayo products and services. F. A Vasayo Brand Partner may not offer any non-vasayo opportunity, products or services at any Vasayo related meeting, seminar or convention, or immediately following a Vasayo event. G. A violation of any of the provisions in this section shall constitute unreasonable and unwarranted contractual interference between Vasayo and its Brand Partners and would inflict irreparable harm on Vasayo. In such event, Vasayo may, at its sole discretion, impose any sanction it deems necessary and appropriate against such Brand Partner or such Brand Partner s Brand Partnerships including termination, or seek immediate injunctive relief without the necessity of posting a bond Presentation of the Vasayo Opportunity 13

14 A. In presenting the Vasayo opportunity to potential Customers and Brand Partners, a Brand Partner is required to comply with the following provisions: I. A Brand Partner shall not misquote or omit any significant material fact about the Rewards Plan. I IV. A Brand Partner shall make it clear that the Rewards Plan is based upon sales of Vasayo products and services and upon the sponsoring of other Brand Partners. A Brand Partner shall make it clear that success can be achieved only through substantial independent efforts. A Vasayo Brand Partner shall not make unauthorized income projections, claims, or guarantees while presenting or discussing the Vasayo opportunity or Rewards Plan to prospective Brand Partners or Customers. V. A Brand Partner may not make any claims regarding products or services of any products offered by Vasayo, except those contained in official Vasayo literature. VI. V A Brand Partner may not use official Vasayo material to promote the Vasayo business opportunity in any country where Vasayo has not established a presence. In an effort to conduct best business practices, Vasayo has developed the Income Disclosure Statement ( IDS ). The Vasayo IDS is designed to convey truthful, timely, and comprehensive information regarding the income that Vasayo Brand Partners earn. In order to accomplish this objective, a copy of the IDS must be presented to all prospective Brand Partners. A copy of the IDS must be presented to a prospective Brand Partner anytime the Rewards 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 Brand Partner earned over a million dollars last year or Our average ranking Brand Partner makes five thousand per month. An example of a statement of earnings ranges is The monthly income for our higher-ranking Brand Partners is ten thousand dollars on the low end to thirty thousand dollars a month on the high end Sales Requirements Are Governed by the Rewards Plan 14

15 A. Vasayo Brand Partners may purchase Vasayo products and then re-sell them at any price they choose unless otherwise specified by Vasayo or by any/its product suppliers on a per product basis. Vasayo will provide suggested selling prices. There are no exclusive territories granted to anyone. No franchise fees are applicable to a Vasayo business. B. The Vasayo program is built on sales to the ultimate consumer. Vasayo encourages its Brand Partners to only purchase inventory that they and their family will personally consume, will be used as a sales tool, or will be resold to others for their ultimate consumption. Brand Partners must never attempt to influence any other Brand Partner to buy more products than they can reasonably use or sell to retail Customers in a month. C. Each Vasayo Brand Partner 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 or by any regulatory agency. Purchasing product solely for the purpose of collecting bonuses or achieving rank is prohibited. Vasayo 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. 4.0 ORDERING 4.1 General Order Policies A. 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 Business Entities; (b) the fraudulent enrollment of an individual or entity as a Brand Partner or Customer; (c) the enrollment or attempted enrollment of non-existent individuals or Business Entities as Brand Partners or Customers ( phantoms ); (d) purchasing Vasayo products or services on behalf of another Brand Partner or Customer, or under another Brand Partner s or Customer s ID number, to qualify for commissions or bonuses; (e) purchasing excessive amounts of products or services 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 or service purchases by end user consumers. A Brand Partner shall not use another Brand Partner s or Customer s credit card or debit checking account to enroll in Vasayo or purchase products or services without the account holder s written permission. Such documentation must be kept by the Brand Partner indefinitely in case Vasayo needs to reference this. 15

16 B. Regarding an order with an invalid or incorrect payment, Vasayo will attempt to contact the Brand Partner by phone, mail or in order to obtain another form of payment. If these attempts are unsuccessful after ten (10) business days, the order will be canceled. C. If a Brand Partner wants to move an order to another Brand Partner s position, he or she must have prior authorization, of all parties involved. Vasayo will charge the Brand Partner a $20 fee for processing. D. Prices are subject to change without notice. E. A Brand Partner or Customer who is a recipient of a damaged or incorrect order must notify Vasayo within thirty (30) calendar days from receipt of the order and follow the Procedures as set forth in these Policies. F. Terms of Sale: By enrolling in our LCP program you agree to setup an automatic shipment with a scheduled fee that you agree to at the time of enrollment. You agree to allow Vasayo to store your credit card for use with future transactions including LCP orders. You can modify or cancel the order at any time prior to the order being shipped in your back office, ing support@vasayo.com, or calling Customer Services If the order has already been shipped, please refer to the return procedure found in our Return Policy. 4.2 Insufficient Funds A. All checks returned for insufficient funds will be re-submitted for payment. A $35 fee will be charged to the account of the Brand Partner or Customer for all returned checks and insufficient funds. B. Any outstanding balance owed to Vasayo by a Brand Partner or Customer of the Brand Partner from NSF (non-sufficient funds) checks, returned check fees or insufficient fund fees (ACH) will be withheld by Vasayo from a Brand Partner s future bonus and commission checks. C. All transactions involving returned checks or insufficient funds through ACH or credit card, which are not resolved in a timely manner by the Brand Partner, constitute grounds for disciplinary sanctions. D. If a credit card order or automatic debit is declined the first time, the Customer or Brand Partner will be contacted for an alternate form of payment. If payment is declined a second time, the Customer or Brand Partner may be deemed ineligible to purchase Vasayo products or services or participate in the monthly auto ship. 4.3 Sales Tax Obligation A. The Brand Partner shall comply with all state and local taxes and regulations governing the sale of Vasayo products and services. 16

17 B. Vasayo will collect and remit sales tax on Brand Partner orders unless a Brand Partner furnishes Vasayo with the appropriate Resale Tax Certificate form. When orders are placed with Vasayo, sales tax is prepaid based upon the suggested retail price. Vasayo will remit the sales tax to the appropriate state, Provincial and local jurisdictions. The Brand Partner may recover the sales tax when he or she makes a sale. Vasayo Brand Partners are responsible for any additional sales taxes due on products marked up and sold at a higher price. B. Vasayo encourages each Brand Partner to consult with a tax advisor for additional information for his or her business. 4.4 Shipping Policy A. Vasayo will ensure all orders will be shipped by the end of the next business day the order was placed. The shipping speed is determined by the shipping method you choose on your checkout page. If you have additional questions regarding shipping please contact Vasayo Customer Support. a. Standard Shipping: your order will be shipped using USPS, FedEx or UPS and the time until delivery will be an average of 3-9 business days. b. 2 Day: your order will be shipped using USPS, FedEx or UPS and will deliver within 2 business days beginning the day after the order is shipped. c. 1 Day: your order will be shipped using USPS, FedEx or UPS and delivery should occur 1 day after the shipment is sent. d. International Shipping: International orders may be delayed due to additional cardholder verification that may be required. Shipments to addresses other than credit cardholder s billing address may incur additional delays. e. All other shipping options will arrive within 7-14 business days. 5.0 PAYMENT OF COMMISSIONS & BONUSES 5.1 Bonus and Commission Qualifications A. A Brand Partner must be active and in compliance with Vasayo Policies and Procedures to qualify for bonuses and commissions. So long as a Brand Partner complies with the current Terms of the Agreement, Vasayo shall pay commissions to such Brand Partner in accordance with the current Rewards Plan. B. Vasayo will not issue a payment to a Brand Partner without the receipt of a completed and signed Vasayo Brand Partner Agreement or Electronic Authorization. C. Vasayo reserves the right to postpone bonus and commission payments until such time the cumulative amount exceeds $ Computation of Commissions and Discrepancies 17

18 A. In order to qualify to receive commissions and bonuses, a Brand Partner must be in good standing and comply with the Terms of the Agreement and these Policies and Procedures. Commissions, bonuses, overrides, and achievement levels are calculated each month. B. A Vasayo Brand Partner must review his or her monthly statement and bonus/commission reports promptly and report any discrepancies within thirty (30) days of receipt. After the 30-day grace period no additional requests will be considered for commission recalculations. C. For additional information on payment of commissions, please review the Rewards Plan. 5.3 Adjustments to Bonuses and Commissions for Returned Products or Brand Partner Memberships. A. A Brand Partner receives bonuses and commissions based on the actual sales of products and services to end consumers and to Brand Partners through product and service purchases. When a product or service is returned to Vasayo for a refund from the end consumer or by a Brand Partner, the bonuses and commissions attributable to the returned product or service will be deducted from the Brand Partner who received bonuses or commissions on such sales. Deductions will occur in the month in which the refund is given and continue every pay period thereafter until the bonus/and or commission is recovered. B. In the event that a Brand Partner terminates his or her Brand Partnership, and the amounts of the bonuses or commissions attributable to the returned products or services have not yet been fully recovered by Vasayo, the remainder of the outstanding balance may be offset against any other amounts that may be owed by Vasayo to the terminated Brand Partner. 6.0 Return Policy and Process Product Satisfaction Guarantee* 0 30 Days: Product may be returned within 30 days after the original date of purchase (order date) for a full refund of the purchase price, excluding shipping Days: Unopened product may be returned within days for a 90% refund of the purchase price, excluding shipping. * Shipping costs associated with returning product are the responsibility of the customer/brand Partner returning the product. Any commissions and bonuses earned on the returned products will be deducted from the refund amount on all return transactions. Returned product may impact bonuses and commissions paid to the upline/sponsor. Brand Partner must be in good standing. A. All returns, whether by a Customer, or Brand Partner, must be made as follows: 18

19 I. Obtain Return Merchandise Authorization ( RMA ) from Vasayo; I Ship items to the address provided by Vasayo Customer service when you are given your RMA. Provide a copy of the invoice with the returned products or service. Such invoice must reference the RMA and include the reason for the return. B. All returns must be shipped to Vasayo pre-paid, as Vasayo does not accept shipping collect packages. Vasayo recommends shipping returned product by UPS or FedEx with tracking and insurance as risk of loss or damage in shipping of the returned product shall be borne solely by the Customer, or Brand Partner. If returned product is not received at Vasayo Distribution Center, it is the responsibility of the Customer, or Brand Partner to trace the shipment and no credit will be applied. C. The return of $500 or more of products accompanied by a request for a refund within a calendar year, by a Brand Partner, may constitute grounds for involuntary termination. 7.0 PRIVACY POLICY 7.1 Introduction This Privacy Policy is to ensure that all Customers and Brand Partners understand and adhere to the basic principles of confidentiality. 7.2 Expectation of Privacy A. Vasayo recognizes and respects the importance its Customers and Brand Partners place on the privacy of their financial and personal information. Vasayo will make reasonable efforts to safeguard the privacy of, and maintain the confidentiality of its Customers and Brand Partners financial and account information and nonpublic personal information. B. By entering into the Brand Partner Agreement, a Brand Partner authorizes Vasayo to disclose his or her name and contact information to upline Brand Partners solely for activities related to the furtherance of the Vasayo business. A Brand Partner 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 downline organization and conducting the Vasayo business. 7.3 Employee Access to Information 19

20 Vasayo limits the number of employees who have access to Customer s and Brand Partners nonpublic personal information. 7.4 Restrictions on the Disclosure of Account Information A. Vasayo will not share non-public personal information or financial information about current or former Customers or Brand Partners with third parties, except as permitted or required by laws and regulations, court orders, or to serve the Customers or Brand Partners interests or to enforce its rights or obligations under these Policies and Procedures, or Brand Partner s Agreement or with written permission from the accountholder on file. 8.0 PROPRIETARY INFORMATION AND TRADE SECRETS 8.1 Business Reports, Lists, and Proprietary Information A. By completing and signing the Vasayo Brand Partner Agreement, the Brand Partner acknowledges that Business Reports, lists of Customer and Brand Partner names and contact information and any other information, which contain financial, scientific or other information both written or otherwise circulated by Vasayo pertaining to the business of Vasayo (collectively, Reports ), are confidential and proprietary information and trade secrets belonging to Vasayo. 8.2 Obligation of Confidentiality A. During the Term of the Vasayo Brand Partner Agreement and for a period of five (5) years after the termination or expiration of the Brand Partner Agreement between the Brand Partner and Vasayo, the Brand Partner shall not: I. Use the information in the Reports to compete with Vasayo or for any purpose other than promoting his or her Vasayo business; 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. 8.3 Breach and Remedies A. The Brand Partner acknowledges that such proprietary information is of such character as to render it unique and that disclosure or use thereof in violation of this provision will 20

21 result in irreparable damage to Vasayo and to independent Vasayo businesses. Vasayo and its Brand Partners will be entitled to injunctive relief or to recover damages against any Brand Partner who violates this provision in any action to enforce its rights under this section. The prevailing party shall be entitled to an award of attorney s fees, court costs, and expenses. 8.4 Return of Materials A. Upon demand by Vasayo, any current or former Brand Partner will return the original and all copies of all Reports to Vasayo together with any Vasayo confidential information in such person s possession. 9.0 ADVERTISING, PROMOTIONAL MATERIAL, USE OF COMPANY NAMES AND TRADEMARKS 9.1 Labeling, Packaging, and Displaying Products A. A Vasayo Brand Partner may not re-label, re-package, refill, or alter labels of any Vasayo product, or service, information, materials or program(s) in any way. Vasayo products and services must only be sold in their original containers from Vasayo. Such re-labeling or repackaging violates federal and state laws, which may result in criminal or civil penalties or liability. B. A Vasayo Brand Partner shall not cause any Vasayo product or service or any Vasayo trade name to be sold or displayed in retail establishments except: I. Where professional services are the primary source of revenue and the product sales are secondary (e.g., doctor s offices, clinics, health clubs, spas and beauty salons); Where the retail establishment is owned or managed by the Brand Partner and the store does not exceed $1 million in annual gross revenue, and there are five (5) or fewer stores under common ownership of management. C. Vasayo will permit Brand Partners to solicit and make Commercial Sales upon prior written approval from Vasayo. For the purpose of these Policies and Procedures, the term Commercial Sale means the sale of: I. Vasayo products that equal or exceed $5,000 in a single order; Products sold to a third party who intends to resell the products to an end consumer. 21

22 D. A Brand Partner may sell Vasayo products and services and display the Vasayo trade name at any appropriate display booth (such as trade shows) upon prior written approval from Vasayo. E. Vasayo reserves the right to refuse authorization to participate at any function that it does not deem a suitable forum for the promotion of its products and services, or the Vasayo opportunity. 9.2 Use of Company Names and Protected Materials A. A Vasayo Brand Partner must safeguard and promote the good reputation of Vasayo and the products and services it markets. The marketing and promotion of Vasayo, the Vasayo opportunity, the Rewards Plan, and Vasayo products and services will be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct and practices. B. All promotional materials supplied or created by Vasayo must be used in their original form and cannot be changed, amended or altered except with prior written approval from the Vasayo Compliance department. C. The name of Vasayo, each of its product and service names and other names that have been adopted by Vasayo in connection with its business are proprietary trade names, trademarks and service marks of Vasayo. As such, these marks are of great value to Vasayo and are supplied to Brand Partners for their use only in an expressly authorized manner. D. A Vasayo Brand Partner s use of the name Vasayo is restricted to protect Vasayo proprietary rights, ensuring that the Vasayo protected names will not be lost or compromised by unauthorized use. Use of the Vasayo name on any item not produced by Vasayo is prohibited except as follows: I. [Brand Partner s name] Independent Vasayo Brand Partner [Brand Partner s name] Independent Brand Partner of Vasayo products and services. E. Further procedures relating to the use of the Vasayo name are as follows: I. All stationary (i.e., letterhead, envelopes, and business cards) bearing the Vasayo name or logo intended for use by the Brand Partner must be approved in writing by the Vasayo Compliance department. Vasayo Brand Partners may list Independent Vasayo Brand Partner or Brand Partner in the white pages of the telephone directory under his or her own name. 22