Terms Of Use & Service for:

[company_name] & Responsive Marketing

Nerium International Brand Partner Policy

IMPORTANT! THESE TERMS OF USE & SERVICE (“TERMS OF USE”) GOVERN YOUR USE OF THIS SITE, WHICH IS PROVIDED BY RESPONSIVE MARKETING BY ACCESSING THIS SITE, YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS OF USE. THESE TERMS OF USE ARE SUBJECT TO CHANGE BY RESPONSIVE MARKETING AT ANY TIME IN ITS DISCRETION. YOUR USE OF THIS SITE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES. PLEASE CONSULT THESE TERMS OF USE PRIOR TO EVERY USE FOR ANY CHANGES.

Access To This Site

YOU MUST BE EIGHTEEN (18) YEARS OR OLDER TO ACCESS THIS WEB SITE. IF YOU ARE UNDER EIGHTEEN YEARS OF AGE, YOU ARE NOT PERMITTED TO ACCESS THIS WEB SITE FOR ANY REASON. DUE TO THE AGE RESTRICTIONS FOR USE OF THIS WEB SITE, NO INFORMATION OBTAINED BY THIS WEB SITE, FALLS WITHIN THE CHILDREN’S ONLINE PRIVACY PROTECTION ACT (COPPA) AND IS NOT MONITORED AS DOING SO.

To access this site or some of the resources it has to offer, you may be asked to provide certain registration details or other information. It is a condition of your use of this site that all the information you provide on this site will be correct, current, and complete. If Responsive Marketing believes the information you provide is not correct, current, or complete, we have the right to refuse you access to this site or any of its resources, and to terminate or suspend your access at any time, without notice.

Refunds, Cancellations, and Billing Policy

All Nerium products are backed by a 30-day no questions asked money back guarantee as stated on the website from which you purchased.
Responsive Marketing has rights to change refund policy at anytime, but will be reflected on future orders not past orders.

Guarantee starts from the purchase date. Refund requests or products returned after the refund policy has expired are not subject to a refund and a refund will not be issued.
Products returned after the policy has expired will be shipped back to the customer.

If a digital product is purchased, a refund request letter must be sent to our office in order for a refund to be processed. To do this please go to 
http://responsivemarketing.net/support and submit a ticket requesting a refund. Be sure to include ALL of your contact information: Full Name, Email and the name of the course you wish to have refunded so we can find you in the system. This is to prevent fraudulent orders.

Upon a refund being processed please allow 5 to 15 business days for the transaction to post to your account. Transaction times depend on the policies of your bank or credit card companies.

In the case of monthly products (ie. Monthly newsletters), you have 30 days to cancel the subscription to receive a refund for your initial payment. You are under no obligation to continue the subscription and can cancel at anytime by contacting support at http://responsivemarketing.net/support.

Upon cancellation your card will never be billed again.

All sterling silver jewelry products are guaranteed for quality and craftsmanship. All of the shells in the Marta Howell Jewelry line are guaranteed against cracking upon normal wear and tear. Any returns must be accompanied with the original price tags and packing. Items received in this condition within 30 days of purchase date may be exchanged for other merchandise. There are NO REFUNDS but exchanges are welcome according to these terms.

Restrictions On Use

You may use this site for purposes expressly permitted by this site. You may not use this site for any other purpose, including any commercial purpose, without Responsive Marketing’s express prior written consent. For example, you may not (and may not authorize any other party to) (i) co-brand this site, or (ii) frame this site, or (iii) hyper-link to this site, without the express prior written permission of an authorized representative of Responsive Marketing For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this site or content accessible within this site. You agree to cooperate with Responsive Marketing in causing any unauthorized co-branding, framing or hyper-linking immediately to cease.

The right to use ResponsiveMarketing.net and all related URL’s (collectively, “Responsive Marketing Sites”) is personal to the Subscriber and is not transferable to any other person or entity. Subscriber is responsible for all use of Subscriber’s Account (under any screen name or password) and for ensuring that all use of Subscriber’s Account complies fully with the provisions of this Agreement. Subscriber shall be responsible for protecting the confidentiality of Subscriber’s password(s), if any.

Subscriber shall use Responsive Marketing Sites for lawful purposes only. Subscriber shall not post or transmit through Responsive Marketing Sites any material that violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, fraudulent, or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Responsive Marketing’s express prior approval, contains advertising or any solicitation with respect to third-party products or services. Any conduct by a Subscriber that in Responsive Marketing’s discretion restricts or inhibits any other Subscriber from using or enjoying Responsive Marketing Sites will not be permitted. Subscriber shall not use Responsive Marketing Sites to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with Responsive Marketing Sites.

Proprietary Information

The material and content (hereinafter referred to as the “Content”) accessible from this site, and any other World Wide Web site owned, operated, licensed, or controlled by Responsive Marketing is the proprietary information of Responsive Marketing or the party that provided the Content to Responsive Marketing, and Responsive Marketing or the party that provided the Content to Responsive Marketing retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of Responsive Marketing, or unless authorized in writing elsewhere on our site, except that you may print out a copy of the Content solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Use violates Responsive Marketing’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this site.

This Site and all the materials available on the Site are the property of us and/or our affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. The Site is provided solely for your personal noncommercial use. You may not use the Site or the materials available on the Site in a manner that constitutes an infringement of our rights or that has not been authorized by us. More specifically, unless explicitly authorized in these Terms of Service or by the owner of the materials, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Site. You may, however, from time to time, download and/or print one copy of individual pages of the Site for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices.

Hyper-Links

This site may be hyper-linked to other sites which are not maintained by, or related to, Responsive Marketing. Hyper-links to such sites are provided as a service to users and are not sponsored by or affiliated with this site or Responsive Marketing. Responsive Marketing has not reviewed any or all of such sites and is not responsible for the content of those sites. Hyper-links are to be accessed at the user’s own risk, and Responsive Marketing makes no representations or warranties about the content, completeness or accuracy of these hyper-links or the sites hyper-linked to this site. Further, the inclusion of any hyper-link to a third-party site does not necessarily imply endorsement by Responsive Marketing of that site.

Submissions

You hereby grant to Responsive Marketing the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to Responsive Marketing through this site (together, hereinafter known as the “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. By posting or submitting any material (including, without limitation, comments, blog entries, photos and videos) to us via the Site, you are representing that you are the owner of the material, or are making your posting or submission with the express consent of the owner of the material. Responsive Marketing will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Responsive Marketing operations.
Responsive Marketing will treat any personal information that you submit through this site in accordance with its Privacy Policy as set forth on this site.

You acknowledge and agree that any contributions originally created by you for us shall be deemed a “work made for hire” when the work performed is within the scope of the definition of a work made for hire in Section 101 of the United States Copyright Law, as amended. As such, the copyrights in those works shall belong to Responsive Marketing from their creation. Thus. Responsive Marketing shall be deemed the author and exclusive owner thereof and shall have the right to exploit any or all of the results and proceeds in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, in all languages, as we determine. In the event that any of the results and proceeds of your submissions hereunder are not deemed a “work made for hire” under Section 101 of the Copyright Act, as amended, you hereby, without additional compensation, irrevocably assign, convey and transfer to Responsive Marketing all proprietary rights, including without limitation, all copyrights and trademarks throughout the universe, in perpetuity in every medium, whether now known or hereafter devised, to such material and any and all right, title and interest in and to all such proprietary rights in every medium, whether now known or hereafter devised, throughout the universe, in perpetuity. Any posted material which are reproductions of prior works by you shall be co-owned by us.

You acknowledge that Responsive Marketing has the right but not the obligation to use and display any postings or contributions of any kind and that we may elect to cease the use and display of any such materials (or any portion thereof), at any time for any reason whatsoever.

Disclaimer

You understand that Responsive Marketing cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for the reconstruction of any lost data. Responsive Marketing does not assume any responsibility or risk for your use of the Internet.

The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by Responsive Marketing Investors, borrowers, and other persons should use the Content in the same manner as any other educational medium and should not rely on the Content to the exclusion of their own professional judgment. Information obtained by using this site is not exhaustive and does not cover all issues, topics, or facts that may be relevant to your goals.

YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED ‘AS IS’ AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. RESPONSIVE MARKETING DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. RESPONSIVE MARKETING DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RESPONSIVE MARKETING DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND RESPONSIVE MARKETING MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT RESPONSIVE MARKETING, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. RESPONSIVE MARKETING MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

All of the information in this site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this site, and Responsive Marketing does not undertake any obligation to update such information after it is posted or to remove such information from this site if it is not, or is no longer, accurate or complete.

Third Party Content

Responsive Marketing is a distributor (and not a publisher) of content supplied by third parties and Subscribers. Accordingly, Responsive Marketing has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Subscribers or any other user of vestedwisely.com, are those of the respective author(s) or distributor(s) and not of Responsive Marketing Neither Responsive Marketing nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to the Sections below for complete provisions governing limitation of liabilities and disclaimers of warranty).

Limitation On Liability

RESPONSIVE MARKETING, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF RESPONSIVE MARKETING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF RESPONSIVE MARKETING AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO RESPONSIVE MARKETING FOR THE APPLICABLE CONTENT, PRODUCT OR SERVICE OUT OF WHICH LIABILITY AROSE.

UNDER NO CIRCUMSTANCES WILL RESPONSIVE MARKETING BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY SUBSCRIBER’S RELIANCE ON INFORMATION OBTAINED THROUGH VESTEDWISELY.COM. IT IS THE RESPONSIBILITY OF SUBSCRIBER TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH RESPONSIVE MARKETING SITES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT.

Indemnity

You will indemnify and hold Responsive Marketing, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (hereinafter known as the “Indemnified Parties”) harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorney’s fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from any of Responsive Marketing Sites.

Trademarks

Trademarks, service marks, and logos appearing in this site are the property of Responsive Marketing or the party that provided the trademarks, service marks, and logos to Responsive Marketing Responsive Marketing and any party that provided trademarks, service marks, and logos to Responsive Marketing retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in this site.

Information You Provide

You may not post, send, submit, publish, or transmit in connection with this site any material that:

  • you do not have the right to post, including proprietary material of any third party;
  • advocates illegal activity or discusses an intent to commit an illegal act;
  • is vulgar, obscene, pornographic, or indecent;
  • does not pertain directly to this site;
  • threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
  • seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
  • infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
  • violates any law or may be considered to violate any law;
  • impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
  • advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this site;
  • solicits funds, advertisers or sponsors;
  • includes programs which contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
  • disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via this site;
  • includes MP3 format files;
  • amounts to a ‘pyramid’ or similar scheme;
  • disobeys any policy or regulations established from time to time regarding use of this site or any networks connected to this site; or
  • contains hyper-links to other sites that contain content that falls within the descriptions set forth above.

Additionally, subscribers are specifically prohibited from posting negative or defamatory statements regarding Responsive Marketing, Brent Wallace, contributors to the site or other subscribers.

In this regard, in the event of an actual or threatened violation of these Terms of Use, Subscriber acknowledges and agrees that such actions would cause Responsive Marketing (and its affiliates, subsidiaries, shareholders owners, directors, officers, contributors, subscribers, spokespersons, etc) irreparable injury to the Responsive Marketing, the exact amount of which will be impossible or difficult to ascertain and that monetary damages alone will not provide an adequate remedy to the Responsive Marketing. Accordingly, Responsive Marketing (and its affiliates, subsidiaries, shareholders owners, directors, officers, contributors, subscribers, spokespersons, etc.) shall be entitled to obtain an injunction from a court of competent jurisdiction prohibiting such action or threatened action without the need to post a bond.

Although under no obligation to do so, Responsive Marketing reserves the right to monitor use of this site to determine compliance with these Terms of Use, as well the right to remove or refuse any information for any reason. Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither Responsive Marketing nor any third party that provides Content to Responsive Marketing will assume or have any liability for any action or inaction by Responsive Marketing or such third party with respect to any submission.

RESPONSIVE MARKETING may host message boards, chats and other public forums on its Sites. Any user failing to comply with the terms and conditions of this Agreement may be expelled from and refused continued access to, the message boards, chats or other public forums in the future. RESPONSIVE MARKETING or its designated agents may remove or alter any user-created content at any time for any reason. Message boards, chats and other public forums are intended to serve as discussion centers for users and subscribers. Information and content posted within these public forums may be provided by RESPONSIVE MARKETING staff, RESPONSIVE MARKETING’s outside contributors, or by users not connected with RESPONSIVE MARKETING, some of whom may employ anonymous user names. RESPONSIVE MARKETING expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in these forums by third parties, nor are we responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will we, our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on information obtained through these forums. The opinions expressed in these forums are solely the opinions of the participants, and do not reflect the opinions of RESPONSIVE MARKETING or any of its subsidiaries or affiliates.

RESPONSIVE MARKETING has no obligation whatsoever to monitor any of the content or postings on the message boards, chat rooms or other public forums on the Sites. However, you acknowledge and agree that we have the absolute right to monitor the same at our sole discretion. In addition, we reserve the right to alter, edit, refuse to post or remove any postings or content, in whole or in part, for any reason and to disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and to protect ourselves, our clients, sponsors, users and visitors.

Security

Any passwords used for this site are for individual use only. You will be responsible for the security of your password (if any). Responsive Marketing will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Responsive Marketing considers insecure, Responsive Marketing will be entitled to require the password to be changed and/or terminate your account.

You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Responsive Marketing reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. Responsive Marketing reserves the right to investigate suspected violations of these Terms of Use.

Responsive Marketing reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Responsive Marketing to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use.

BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS RESPONSIVE MARKETING FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY RESPONSIVE MARKETING DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER RESPONSIVE MARKETING OR LAW ENFORCEMENT AUTHORITIES.

Free Trial

In some cases you may agree to a free trial. A valid credit card is required to start the trial. At the time of activation of the trial your card will be authorized for either a minimum of $1, or the full amount of the deposit or the full amount of purchase price. Note: At this point funds have not been collected but may show up on your account. The authorization will expire at the end of 5 business days. You have not been billed at this point.

At the end of the trial you agree and will be billed for the full purchase price. You are under no obligation and can cancel at anytime during the free trial period and your card will never be billed.

Miscellaneous

These Terms of Use will be governed and interpreted pursuant to the laws of Texas, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in Texas in connection with any dispute between you and Responsive Marketing arising out of these Terms of Use or pertaining to the subject matter hereof. The parties to these Terms of Use each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use or pertaining to the subject matter of these Terms of Use will be in the state and federal courts in Austin, Texas. If any part of these Terms of Use is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Terms of Use constitute the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain.


NERIUM™ INTERNATIONAL
REAL SCIENCE • REAL RESULTS

As a Brand Partner of Nerium™ International, LLC (hereafter the “Company”), you are required to understand and comply with all rules, regulations,
policies, and procedures contained in this Brand Partner Policies & Procedures Manual (the “Policy Manual”) that may be published or disseminated by
the Company. The Company reserves the right to amend this Policy Manual by publishing or transmitting amendments as it deems appropriate.
The Company honors all federal, state, and local regulations governing network marketing, and requires every Brand Partner to do the same. It is,
therefore, very important that you read and understand the information contained in this Policy Manual. If you have any questions regarding any rule
or policy, seek an answer from your Sponsor, upline leader, or the Company Department of Ethics and Compliance. The Code of Professional Ethics
is included in Section 12 of this Policy Manual; you should review these materials and make them a part of your planning.
Policies and Procedures Manual 1

CONTENTS
SECTION ONE: BRAND PARTNER STATUS 2
SECTION TWO: TERM AND RENEWAL 5
SECTION THREE: SPONSORSHIP 6
SECTION FOUR: RESIGNATION/TERMINATION 7
SECTION FIVE: TRANSFERABILITY 9
SECTION SIX: PROPRIETARY INFORMATION 11
SECTION SEVEN: TRADEMARKS, LITERATURE, AND ADVERTISING 12
SECTION EIGHT: PAYMENT OF COMMISSIONS 15
SECTION NINE: PURCHASE AND SALE OF PRODUCTS 16
SECTION TEN: RETAIL CUSTOMER RETURNS 20
SECTION ELEVEN: GENERAL PROVISIONS 22
SECTION TWELVE: CODE OF PROFESSIONAL ETHICS 25
SECTION THIRTEEN: ADDENDA FOR SPECIFIC STATES 26 SECTION ONE: BRAND PARTNER STATUS
Becoming a Brand Partner. An applicant becomes an independent Brand Partner (“Brand Partner”) of the Company when the following
requirements are fulfilled:
a) The applicant’s completed Brand Partner Application and Agreement (the “Agreement”) and any related documents
have been received and accepted by the Company at its corporate office in Addison, Dallas County, Texas.
b) The applicant purchases at Company cost, a Brand Partner Launch Kit, which contains Brand Partner Forms (including but
not limited to Brand Partner Applications and Product Order Forms), Company Information and Brochures, which are sales
materials (not for resale). This sum is not a service or franchise fee, but rather is strictly to offset costs incurred by the
Company for educational and business materials required for a Brand Partner of the Company.
c) The Company reserves the right to decline to accept any Agreement for any reason at its sole discretion.
No Purchase Required. Except as set forth above, no purchase is required to become a Brand Partner.
Brand Partner Obligations and Rights. A Brand Partner is authorized to sell the Company’s products and services and to participate in
the Company’s Compensation Plan. A Brand Partner may sponsor new Brand Partners into the Company.
Legal Age. A Brand Partner shall be of legal age to enter into a binding contract in the state of Brand Partner’s residence.
Common Address. No more than three (3) Brand Partners or Customers may ship product to the same shipping address.
Married Couples. Married couples and their dependent children shall share a single Brand Partner entity. Brand Partners who subsequently
marry shall maintain separate Brand Partner status unless one is the direct Sponsor of the other, in which case their Brand Partner entities may
be consolidated. When a couple sharing a Brand Partner entity divorces or separates, the Company will continue to pay commission checks
in the same manner as before the divorce or separation until it receives written notice, signed by both parties or issued by a court decree
which specifies to whom future commission checks should be paid, provided the couple has complied with the requirements of Section 5.03,
if applicable.
Simultaneous Interests. A Brand Partner and spouse and dependents may not have simultaneous beneficial interests in more than one
Brand Partner position entity. For example, a shareholder of a corporation that is a Brand Partner may not become an individual Brand Partner.
Corporations, Partnerships, Limited Liability Companies, and Trusts. Corporations, Partnerships, Limited Liability Companies, or other
forms of business organizations and/or trusts may become a Brand Partner of the Company when the Agreement is accompanied by notarized
copies of the following documents within thirty (30) days after the Agreement is accepted; otherwise, the Brand Partner position may go
into suspension:
a) Articles of incorporation, Partnership agreement, trust documents and/or other governing documents, as applicable;
b) A complete list of all directors, officers, and shareholders involved in a corporation, all general and limited Partners of a Partnership,
members of a limited liability company or trustee(s) and beneficiaries of a trust, as applicable;
c) A Federal ID number or other identification number as the Company may approve in its sole discretion; and
d) Such other documents and information as may be reasonably requested from time to time.
Shareholders, directors, officers, partners, members, beneficiaries, and trustees, as applicable, of a Brand Partner entity shall agree to be and
the Company will hold each personally liable to the Company and bound by the Agreement and the Policy Manual.
1.01
1.02
1.03
1.04
1.05
1.06
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1.08
2Non-Profit Organizations. Non-Profit Organizations may become a Brand Partner of the Company when the Agreement is accompanied
by notarized copies of the following documents within thirty (30) days after the Agreement is accepted; otherwise, the Brand Partner position
may go into suspension:
a) Articles of incorporation, Partnership agreement, trust documents and/or other governing documents, as applicable;
b) A complete list of all directors and officers involved in the Non-Profit Organization and who is authorized to enter into a contract
on behalf of the organization as applicable;
c) A Federal ID number or other identification number as the Company may approve in its sole discretion;
d) Verification of 501c (3) status, and
e) Such other documents and information as may be reasonably requested from time to time.
Directors, officers, partners, and members, as applicable, of a Brand Partner entity shall agree to be, and the Company will hold each personally
liable to the Company and bound by the Agreement and the Policy Manual.
Fictitious and/or Assumed Names. A person or entity may not apply as a Brand Partner using a fictitious or assumed name without
Company approval which may be withheld in the Company’s sole discretion.
Independent Contractor Status. A Brand Partner is an independent contractor. Brand Partner is not a franchisee, joint venture Partner,
business Partner, employee or agent of the Company, and Brand Partner is prohibited from stating or implying, whether orally or in writing,
otherwise. Brand Partner has no authority to bind the Company to any obligation. The Company is not responsible for payment or co-payment
of any employee benefits. Brand Partner is responsible for liability, health, disability and workmen’s compensation insurance. Brand Partner
sets Brand Partner’s own hours and determines how to conduct Brand Partner’s business, subject to the Agreement and the Policy Manual.
Taxation. As an independent contractor, a Brand Partner will not be treated as a franchisee, Partner, employee, or agent for federal or state
tax purposes including, with respect to the Internal Revenue Code, Social Security Act, federal unemployment act, state unemployment
acts, or any other federal, state, or local statute, ordinance, rule, or regulation. At the end of each calendar year, the Company will issue to
each Brand Partner IRS Form 1099, or other applicable documentation required by law, for non-employee compensation of a Brand Partner.
Legal Compliance. A Brand Partner shall comply with all federal, state and local statutes, regulations, and ordinances concerning the
operation of Brand Partner’s business. A Brand Partner is responsible for Brand Partner’s own managerial decisions and expenditures
including all estimated income and self-employment taxes.
Brand Partner Identification Number. A Brand Partner is required by federal law to obtain a Social Security number, Federal I.D. number
or other approved government issued identification based on their resident country. Brand Partners will be assigned a Nerium International
ID number for purposes of the Brand Partner’s business with the Company. This number shall be placed on all orders and correspondence
with the Company hereinafter referred to as the Brand Partner Identification Number (“BPIN”). The Company will use this number in all
internal Brand Partner transactions. Any penalties or fines that may result from the use of an incorrect tax identification number furnished
to the Company will be the responsibility of Brand Partner.
No Exclusive Territories. There are no exclusive territories for marketing or sponsoring purposes, nor shall any Brand Partner imply or
state that Brand Partner has an exclusive territory. No franchise is granted and there are no exclusive territories for sales or sponsoring
purposes. No geographical limitations exist on Brand Partner sponsoring within the United States or any country in which the Company
is approved to do business.
1.09
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1.14
1.15
3Other Products. A Brand Partner agrees that no products except the Company’s products shall be sold or shown at any event where
the Company’s products are sold or shown. During the term of the Brand Partner Agreement, and for a period of six months thereafter,
Brand Partner is prohibited from selling or promoting any competing products or services or marketing programs to any of the Company’s
Employees, Agents or Brand Partners, except those Brand Partners personally-sponsored by Brand Partner. Any Brand Partner found
in violation of this subsection risks the loss of buying privileges, possible suspension and/or termination of Brand Partner position and
participation in the Company Compensation Plan.
Cross-Group Selling. Selling to other Company Brand Partners in order to receive credit for bonuses and advancement is prohibited.
Brand Partner shall obtain all of Brand Partner’s Company products, literature and materials directly from the Company. Any violation of
this rule subjects Brand Partner to possible suspension and/or termination.
Contacts. Brand Partners are to limit all corporate communication to the office and staff of the Company. No direct contact is to be made
with the Company’s partners, suppliers, consultants, or hired professionals without the express written approval of the Company.
1.16
1.17
1.18
4 SECTION TWO: TERM AND RENEWAL
Term. Subject to the provisions of Section Four, the Agreement shall have a term beginning on the date of acceptance by the Company
and ending one year from the date thereof (the “Anniversary Date”).
Annual Renewal. A Brand Partner shall renew Brand Partner’s status annually. The annual renewal fee is due on the Anniversary Date
and the Company may require that Brand Partner execute a new Agreement upon renewal. Brand Partner may elect to have the Agreement
automatically renewed by authorizing the Company to debit their checking account or charge their credit card for the renewal fee and their
renewal will be confirmed by the Company. A Brand Partner who makes no product purchases in any 180 consecutive day period shall
be deactivated and Brand Partner’s name deleted from the mailing list. A Brand Partner not renewing by the renewal date, as provided
herein, shall be deemed to have voluntarily terminated their Brand Partner position relationship with the Company and will thereby lose
their Brand Partner position, all sponsorship rights, their position in the Compensation Plan, all rights to commissions and bonuses, and
the ability to purchase products from the Company at wholesale prices. A Brand Partner who fails to renew his/her Brand Partner status
may not reapply under a new Sponsor for six (6) months after non-renewal.
2.01
2.01
5 SECTION THREE: SPONSORSHIP
Sponsoring. A Brand Partner may sponsor other Brand Partners in the United States and any country in which the Company has authorized.
Sponsors shall ensure that each new Brand Partner has received, had access to, and understands the Company’s Agreement, the Policy
Manual and the Compensation Plan. A Brand Partner will be compensated only for the generation of sales volumes, not for sponsoring
new Brand Partners into the program.
Multiple Agreements. If an applicant submits multiple Agreements that list different Sponsors, only the first completed Agreement to be
received by the Company will be accepted. The decision of the Company in recognizing the official Sponsor is final.
Training Requirement. Brand Partners are required to assure the adequate training of Brand Partners they sponsor. A Sponsor shall
maintain an ongoing professional leadership association with Brand Partners in the organization and shall fulfill the obligation of performing
a bona fide supervisory, distribution and selling function in the sale or delivery of products and services. Upon request, a Brand Partners
must be able to provide the Company with evidence of ongoing fulfillment of Sponsor responsibilities, including training.
Income Claims. No income projections, including those based solely on mathematical projections or “ideal projections” of the Company
Compensation Plan may be made to prospective Brand Partners. Brand Partner shall not represent Brand Partner’s income as an indication
of the success assured to others, since income success depends upon many variables. Commission checks may not be used as marketing
materials. Brand Partner shall not guarantee or estimate compensation, draws, expenses, or deductions attributable to the business to
prospects. Brand Partner shall truthfully and fairly describe and present the Compensation Plan. No past, potential or actual income claims
may be made to prospective Brand Partners. Brand Partner may not guarantee commissions or estimate expenses to prospects.
Transfer of Sponsorship. Although it is strongly discouraged and is seldom permitted, a brand Partner may transfer to a different
Sponsor or Sponsorship line, subject to the written approval of the Company, which may be withheld in its sole discretion, subject to the
following conditions:
a) If the transferring Brand Partner is within the same Sponsorship group, notarized signatures are required from all Brand
Partners that are or may be impacted by the move;
b) If the transferring Brand Partner is outside the same Sponsorship group, a notarized statement signed by all affected upline
Brand Partners shall be submitted reflecting that each affected party understands and consents to the transfer. Any request
for transfer of Sponsorship shall be first submitted to the Company in writing explaining the reason for the request of transfer;
c) A $50.00 transfer fee shall be paid to the Company;
d) A written request for transfer explaining the exact reason for the requested transfer shall be submitted to the Company; and
e) The final approval of the Company, if granted, will apply only to the Brand Partner making the request and not Brand
Partner’s downline organization. Brand Partner shall comply with the requirements of section 5.03.
6
3.01
3.02
3.03
3.04
3.05 SECTION FOUR: RESIGNATION/TERMINATION
Voluntary Resignation.
a) A Brand Partner may voluntarily terminate Brand Partner’s status by failing to renew or by sending a written notice of
resignation or termination to the Company. Voluntary resignation is effective upon receipt of such notice by the Company.
b) A Brand Partner who resigns or terminates Brand Partner’s status may reapply as a brand Partner at an entry-level position
six (6) months after resignation.
c) When a Brand Partner voluntarily terminates the Agreement, Brand Partner’s sales network shall automatically roll up to the
first upline Brand Partner.
Suspension. A Brand Partner may be suspended for violating the terms of the Agreement, which includes this Policy Manual, the
Compensation Plan and other documents produced by the Company. When a decision is made to suspend Brand Partner, the Company
will inform Brand Partner in writing that the suspension has occurred effective as of the date of the written notification, the reason for the
suspension and the steps necessary to remove such suspension, if any. The suspension notice will be sent to Brand Partner’s address on
file with the Company pursuant to the notice provisions contained in the Policy Manual. Such suspension may or may not lead to termination
of Brand Partner’s position as so determined by the Company in its sole discretion. If Brand Partner wishes to appeal, the Company shall
receive such appeal in writing within fifteen (15) days from the date of the suspension notice. The Company will review and consider the
suspension and notify Brand Partner in writing of its decision within thirty (30) days from the date of the suspension notice. The decision of
the Company will be final and subject to no further review. The Company may take certain action during the suspension period, including,
but not limited to, the following:
a) Prohibiting Brand Partner from holding Brand Partner meeting or outing as a Brand Partner of the Company or using any of
the Company’s proprietary marks and/or materials;
b) Withholding commissions and bonuses due Brand Partner during the suspension period;
c) Prohibiting Brand Partner from purchasing services and products from the Company; and/or
d) Prohibiting Brand Partner from sponsoring new Brand Partners, contacting current Brand Partners or attending meetings of
Brand Partners.
e) If the Company, in its sole discretion, determines that the violation that caused the suspension is continuing, has not been
satisfactorily resolved, or a new violation involving the suspended Brand Partner has occurred, the suspended Brand Partner may
be terminated.
Termination. Brand Partner may be terminated for violating the terms of the Agreement, which includes this Policy Manual, the
Compensation Plan and other documents produced by the Company. The Company may terminate a violating Brand Partner without placing
Brand Partner on suspension, in the Company’s sole discretion. Brand Partner will be given notice of the opportunity to be heard by a panel
to consider the issues relating to the grounds for termination. When the decision is made to terminate Brand Partner, the Company will
inform Brand Partner in writing at the address in Brand Partner’s file that the termination has occurred effective thirty (30) days from the
date of the written notification.
7
4.01
4.02
4.03Appeal. If Brand Partner wishes to appeal the termination, the Company must receive the appeal in writing within fifteen (15) days from
the date of notice of termination. If no appeal is received within the fifteen (15) day period, the termination will automatically be deemed
final. If Brand Partner files a timely notice of appeal, the Company will review the appeal and notify Brand Partner of its decision within ten
(10) days after receipt of the appeal. The decision of the Company will be final and subject to no further review. In the event the termination
is not rescinded, the termination will remain effective as of the date stated in the original termination notice.
Effect of Termination. Immediately upon termination, the terminated Brand Partner:
a) Shall remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels,
stationery or advertising referring to or relating to any Company product, plan or program;
b) Shall cease representing themselves as a Brand Partner of the Company;
c) Shall lose all rights to Brand Partner’s position and position in the Compensation Plan and to all future commissions and
bonuses resulting there from; and
d) Shall take all action reasonably required by the Company relating to protection of its confidential information.
The Company has the right to offset any amounts owed by Brand Partner to the Company from commissions or other bonuses due to Brand
Partner. The Company may also offset an estimate of the reasonable amount that Brand Partner owes under the terms of the indemnity
obligation incurred pursuant to Section 11.01 herein.
Reapplication. The acceptance of any reapplication of a terminated Brand Partner or the application of any family member of a terminated
Brand Partner shall be in the sole discretion of the Company and may be denied.
State Laws. Where these provisions on termination violate the public policy of state laws, the applicable state law shall apply.
8
4.04
4.05
4.06
4.07 SECTION FIVE: TRANSFERABILITY
Acquisition of Business. Any Brand Partner desiring to acquire an interest in another Brand Partner’s business shall first terminate
his/her Brand Partner position and wait six (6) months before becoming eligible for such a purchase. All such transactions shall be fully
disclosed to the Company and are subject to approval by the Company in advance.
Transfers to Brand Partner. Except as expressly set forth herein, Brand Partner may not sell, assign or otherwise transfer Brand
Partner’s entity (or rights thereto) to another Brand Partner or to an individual who has an interest in Brand Partner entity. Notwithstanding
the foregoing, a Brand Partner may transfer the Brand Partner position to the Sponsor, subject to the conditions of Section 5.03. In such
event, the Sponsor’s Brand Partner position and the transferring Brand Partner’s Brand Partner position shall be merged into one entity.
Conditions to Transferability. Brand Partner may not sell, assign, merge or transfer Brand Partner’s position (or rights thereto) without
the prior written approval of the Company and any such transfer, if approved, is subject to the following conditions:
a) The Company possesses the right of first refusal with respect to any sale, assignment, transfer or merger of any Brand Partner
position. A Brand Partner wishing to sell, assign, transfer or merge the Brand Partner position shall first provide the
Company with the right and option to make such a purchase or receive such transfer in writing on the same terms and conditions
as any outstanding offer. The Company will advise Brand Partner within ten (10) business days after receipt of such notice of
its decision to accept or reject the offer. If the Company fails to respond within the ten (10) day period or declines such offer, Brand
Partner may make the same offer or accept any outstanding offer which is on the same terms and conditions as the offer to the Company
to any person or entity who is not a Brand Partner, married to or a dependent of a Brand Partner or who has any interest in a
Brand Partner position.
b) The selling Brand Partner shall provide the Company an executed “Sale of Nerium International Brand Partner Position”
form and with a copy of all documents which detail the transfer, including without limitation, the name of the purchaser,
the purchase price and terms of purchase and payment;
c) A transfer fee of $50.00 shall accompany the transfer documents;
d) The documents shall contain a covenant made by the selling Brand Partner for the benefit of the proposed purchaser not to
compete with the purchaser or attempt to divert or sponsor any existing Brand Partner of the Company for a period of 6
months from the date of the sale or transfer; and
e) Upon a sale, transfer or assignment being approved in writing by the Company, the buying party shall assume the position
of the selling Brand Partner and shall execute a current Agreement and all such other documents as may be reasonably
required by the Company.
f) The Company reserves the right, in its sole discretion, to stipulate additional terms and conditions prior to approval of any
proposed sale or transfer. The Company reserves the right to disapprove any sale or transfer.
Circumvention of Policies. If it is determined, in the Company’s sole discretion, that a Brand Partner position was transferred in an effort to
circumvent compliance with the Agreement, this Policy Manual, or the Compensation Plan, the transfer will be declared null and void and the Brand
Partner position will revert back to the transferring Brand Partner who will be treated as if the transfer had never occurred from the reversion day
forward. If necessary, and in the Company’s sole discretion, appropriate action, including without limitation, termination, may be taken against the
transferring Brand Partner to ensure compliance with the Agreement and this Policy Manual.
9
5.01
5.02
5.03
5.04Succession. Notwithstanding any other provision of this Section Five, upon the death of a Brand Partner, the Brand Partner’s position will pass to
Brand Partner’s successors in interest as provided by law; however, the Company will not recognize such a transfer until the successor in interest has
executed a current Agreement and submitted certified copies of the death certificate and will, trust, or other instrument required by the Company to
evidence transfer of ownership.The successor will thereafter be entitled to all the rights and be subject to all the obligations of a Company Brand Partner.
Reentry. Any Brand Partner who transfers their Brand Partnership shall wait for six (6) months after the effective date of such transfer
before becoming eligible to reapply to become a new Brand Partner.
10
5.05
5.06 SECTION SIX: PROPRIETARY INFORMATION
Confidentiality Agreement. During the term of the Agreement, the Company may supply to Brand Partner confidential information
including, but not limited to genealogical and downline reports, customer lists, customer information developed by the Company or developed
for and on behalf of the Company by Brand Partner (including, but not limited to credit data, customer and Brand Partner profiles and
product purchase information), Brand Partner lists, manufacturer and supplier information, business reports, commission or sales reports
and such other financial and business information which the Company may designate as confidential. All such information (whether in
written or electronic form) is proprietary and confidential to the Company and is transmitted to Brand Partner in strictest confidence on a
“need to know” basis for use solely in Brand Partner’s business with the Company. Brand Partner shall use Brand Partner’s best efforts to
keep such information confidential and shall not disclose any such information to any third party, directly, or indirectly. Brand Partner shall
not use the information to compete with the Company or for any purpose other than promoting the Company’s program and its products
and services. Upon expiration, non-renewal or termination of the Agreement, Brand Partner shall discontinue the use of such confidential
information and promptly return any confidential information in their possession to the Company.
Copyright Restrictions. With respect to product purchases from the Company, Brand Partner shall abide by all manufacturers’ use
restrictions and copyright protections.
Vendor’s and Other Business Associate’s Confidentiality. The Company’s business relationships with its vendors, manufacturers,
suppliers, and researchers are confidential. Brand Partner shall not contact, directly or indirectly, speak to, or communicate with any supplier,
manufacturer, or researcher of the Company except at a Company-sponsored event at which the supplier, manufacturer, or researcher is
present at the request of the Company.
11
6.01
6.02
6.03 SECTION SEVEN: TRADEMARKS, LITERATURE, AND ADVERTISING
Trademarks. The Company’s name, trademarks, service marks, and copyrighted materials are owned by the Company, including the names
of the Company’s products. The use of such marks and materials shall be in strict compliance with the Policy Manual. Only the Company is
authorized to produce and market products and literature under these trademarks. Use of the Company name on any item not produced or
authorized by the Company is prohibited, except in the manner described below:
Mary Jones
Independent Brand Partner
NERIUM™ INTERNATIONAL, LLC Products
Telephone, Yellow and White Page Listing. Brand Partner is not permitted to use the Company’s trade name in advertising in the white
or yellow page sections of the telephone book. Brand Partner is not permitted to list their telephone numbers under the Company’s trade name
without first obtaining prior written approval from the Company. If approval is granted for a listing, it shall be stated in the following manner:
Jones, Mary
Independent Brand Partner
NERIUM™ INTERNATIONAL, LLC Products
Imprinted Checks. Brand Partner is not permitted to use the Company trade name or any of its trademarks or service marks on their business
or personal checking accounts; however, Brand Partner may imprint Brand Partner’s business checks as being a “Nerium™ International, LLC
Independent Brand Partner.”
Imprinted Business Cards or Letterheads. Brand Partner is not permitted to “create” Brand Partner’s own stationary, business cards or
letterhead graphics if the Company’s trade name and/or trademarks are used. Only the approved Company graphics version and wording are
permitted and letterhead shall be ordered either from the Company directly or from the Company-licensed independent contractor.
Print and Electronic Advertising. Only Company-produced or approved in writing in advance promotional and advertising materials may
be used to advertise or promote a Brand Partner’s business, or sell products or services of Company in any print or electronic media, including on
an Internet web site. No person shall use the Company name, logos, trademarks, or copyrighted material in any advertising not produced by the
Company or without the prior express written permission from the Company. The Company’s literature and materials may not be duplicated or
reprinted without the prior written permission of Company. The Company’s consent or approval may be withheld at its sole discretion. Banners,
trade show materials and the like must be approved in writing by the Company.
Internet. The Company maintains a presence on the Internet in its own web site. Brand Partner is prohibited from using any trademarks of Company,
including the name Nerium™ International, LLC, the Nerium™ International, LLC logo, and the name of any of the products, or any other trade
names, trademarks, or distinctive phrases or remarks used by Company, including those related to any product, or any term confusingly similar
thereto – in any form on the internet. If a Brand Partner desires to provide a link from Brand Partner’s personal web site directly to the Company’s
Web Site, the Brand Partner’s request must be in writing and is subject to Company approval in its sole discretion. No link may be established until
the Brand Partner receives written approve from Nerium International.
Protection of Minors. The Nerium International website is not designed for or targeted at children. We do not knowingly collect, use, or
disseminate any personally identifiable information from children under the age of 18. If, however, we become aware that personally identifiable
information regarding a child under the age of 18 has been collected at the Nerium International site, we will use such information for the sole
purpose of contacting a parent or guardian of the child to obtain verifiable parental consent. If we cannot obtain consent after a reasonable period
of time, or if when contacted, a parent or guardian requests that we do not use or maintain such information, we will make reasonable efforts to
delete it from our records. Upon request by a parent or guardian, Nerium International will provide a description of the specific types of personal
information collected from a child who is under the age of 18. 12
7.01
7.02
7.03
7.04
7.05
7.06
7.07Social Media.
a) As a Brand Partner for Nerium International, you are not required to maintain a presence in social media. Should you choose to
do so, however, you must adhere to the guidelines and policies set forth by Nerium International. These guidelines
and policies are designed to ensure the uniformity and professionalism of the Nerium International brand which, in
turn, benefits your business.
b) Nerium International maintains an online presence for the benefit of the company as a whole, which includes Customers,
Brand Partners, and the general public. We ask that in our public forums (Facebook, Twitter, etc.) you keep your
comments relevant to all. Our blog (neriumblog.com) is a resource for you to ask questions related to the business
side of Nerium International, and our corporate staff is available to help.
c) You may not use the official corporate Nerium pages to drive business, solicit business, drive people to your own site,
or recruit Brand Partners. Our trademarked brand name cannot be used to drive traffic away from our corporate site.
d) You cannot represent your independent business as the corporate office. All Brand Partner communications, both in
print and online, must clearly appear as coming from an independent representative of the company and not lead
the consumer to think they may be interacting with the corporate office.
e) You are welcome to use the term “Independent Brand Partner for Nerium International” in the name/description of
various social media sites for your business. You cannot use the word “official” or anything similar. You cannot create
an alias for any sites like Twitter or others that use any permutation of the Nerium International name. For further
clarification regarding naming, please refer to Section 7.06.
f) When posting information online related to Nerium International, please consider if the information you are sharing
is beneficial to your business and to the company as a whole. Do not represent yourself in any way online that detracts
from the Nerium International brand. All Independent Brand Partners agree, acknowledge, and affirmatively accept
any content posted (photos, testimonials, statements, marketing materials, etc.) on a social networking Web site
including, but not limited to, Facebook, Twitter, MySpace, LinkedIn, Flickr, etc., must adhere to the Print and Electronic
Guidelines found in Section 7.05. Health/medical claims, income claims, or disparaging comments, remarks, etc.
are expressly prohibited and will not be approved or allowed.
g) In the event of your voluntary or involuntary termination as a Nerium International Independent Brand Partner, you
are required to remove all references to Nerium International from social networking profile(s) within ten days.
h) Should Nerium International discover non-compliant profiles and/or websites, you will be required to remove the
material immediately.
i) Infractions of any social media guideline may result in disciplinary actions up to and including termination of your
Brand Partner account.
Endorsements. No endorsements by a Company officer or any third party may be asserted, except as expressly communicated in the Company
literature and communications. Federal and state regulatory agencies do not approve or endorse direct selling programs. Therefore, Brand
Partner may not represent or imply, directly or indirectly, that the Company’s program, products or services has been approved or endorsed by
any governmental agency.
Independent Communications. Subject to the restrictions imposed by this Section Seven, Brand Partner is encouraged to distribute information
and direction to Brand Partner’s respective downline; however, Brand Partner shall identify and distinguish between personal communications and
the official communications of the Company.
13
7.09
7.10
7.11Medical Claims. No medical claims (expressed or implied) may be made for any Company product by Brand Partner. The Company recommends
that customers under a physician’s care or suffering from any chronic disorder should consult their physician before undertaking any changes
in diet or when beginning any nutritional program. The Company’s nutritional products are designed for augmentation, not replacement. The
Company encourages all Company customers to seek the advice and counsel of nutritional and healthcare professionals.
Brand Partner Services. The Company provides every active Brand Partner with management and training communications, timely delivery
of product and sales materials, and a computer report of sales made in their marketing group for the pay period in which commissions and
overrides are earned and paid.
Re-packaging Prohibited. Brand Partner may not re-package products or materials of the Company in any manner.
Recordings. Brand Partner may not produce or reproduce for sale or personal use products sold by the Company or any Company-produced
literature, audio or video material, presentations, events or speeches, including conference calls. Video and/or audio taping of Company meetings
and conferences is strictly prohibited. Still photography is allowable at the discretion of the meeting host.
Telephone Answering. Brand Partner may not answer the telephone by saying “Nerium International” or in any other manner that would
lead the caller to believe that the call has reached the corporate offices of the Company.
Liability. Violation of any of the rules contained in this Policy Manual is grounds for termination of the individual’s Brand Partner status. The
violator may also be liable for damages resulting from unauthorized use of the Company copyrights, trademarks, and materials.
14
7.12
7.13
7.14
7.15
7.16
7.17 SECTION EIGHT: PAYMENT OF COMMISSIONS
Basis for Commissions. Commissions and other bonuses cannot be paid until a completed Agreement has been received and accepted by
the Company prior to the end of the month in which the sale is made. Commissions are paid ONLY on the sale of Company services and products.
No commissions are paid on the purchase of a Brand Partner Launch Kit or for sponsoring Brand Partners.
Calendar. Commissions, overrides, and bonuses are calculated and paid on the current pay period information. A Brand Partner is promoted to
the highest rank in which he/she qualifies at the close of each bonus period. Commissions and bonuses are paid based on the “Paid As” rank.
Commission and Bonus Payment Date. Monthly commission and bonuses are paid two weeks following the end of each pay period.
Should the payment day fall on a legal holiday or weekend, commissions and override payments will then be made on the next regularly scheduled
business day. Weekly commission and bonuses are paid ten (10) days following the close of the commission period. Commissions are paid to
“qualified” Brand Partners as defined in the Compensation Plan. The Compensation Plan sets forth a detailed explanation of the benefits and the
commission structure.
Minimum Payment. The minimum amount for payment of commissions and overrides is $15.00; all monies not paid will be included in the
next bonus payment. Processing fees vary based on payment option and may be deducted from all commission and bonus payments.
Offset of Commissions. Any commissions or bonuses earned and paid on products returned is the obligation of and shall be repaid to the
Company by the Brand Partner originally paid such commissions or bonuses. The Company has the right to offset such amounts against future
commissions and other bonuses paid or owed to such Brand Partner and Brand Partner’s upline who participated in an override.
15
8.01
8.02
8.03
8.04
8.05 SECTION NINE: PURCHASE AND SALE OF PRODUCTS
Purchase Requirement. No product purchase is required in order for an applicant to become a Brand Partner, although purchases or sales of
products may be required in order to advance in the Compensation Plan. Brand Partners who have had their Agreement accepted by the Company
may buy products at wholesale prices directly from the Company.
Stockpiling Prohibited. The success of the Company depends on sales to the ultimate consumer and all forms of stockpiling are strictly prohibited
including, but not limited to, purchases of products primarily for purposes of qualifying for additional compensation. The Company recognizes that
Brand Partner will purchase products for Brand Partner’s own use, however, the Company strictly prohibits the purchase of products in unreasonable
amounts in an attempt to qualify for advancement in the Compensation Plan.
70% Rule. In order to qualify for commissions and bonuses, Brand Partner shall certify on the product order form that the Brand Partner has sold
to non-Brand Partner consumers or used at least 70% of all products previously purchased at wholesale. Brand Partners placing telephone orders to
the Company are also required to comply with this rule and may be requested by the Company to verify compliance.
In its effort to support and enforce the retail sales/70% Rule, the Company on a quarterly basis will conduct random audit verification follow-ups.
Representatives of the Company will contact Brand Partners to further verify compliance with the retail 70% Rule. Brand Partners should maintain
records and be prepared to assist the Company representative in their task.
Retail Sales Rule. Requiring sales to at least five (5) retail customers per month.
Preferred Customer Rules. A Preferred Customer must personally opt-in to the monthly Auto-Delivery Order program. Invalid Preferred Customer
orders are defined as orders submitted as Preferred Customer orders for qualification purposes without the written authorization from the customer.
If a Nerium International Brand Partners submits a Preferred Customer order without the Customer’s consent, the Brand Partner will be subject to
disciplinary action, including termination. Preferred Customer orders cannot be paid by or shipped to a Nerium International Brand Partner for any
reason. No exceptions.
Ordering Methods. All orders submitted to the Company shall have the Brand Partner’s or Customer’s Company issued identification number
placed thereon to assist the Company in processing and shipping the order properly. Failure to provide this information may result in a delay in
processing the order.
Direct Purchase. A Brand Partner may purchase Brand Partner’s product needs directly from the Company. Should a Brand Partner obtain product
from Brand Partner’s Sponsor or upline Brand Partner’s personal inventory and a replacement product order is not placed and processed through the
Company, no commissions or overrides will be paid by the Company on such transactions.
Payment Options. Purchases may be paid by money order, cashier’s check, personal check or credit cards, unless specifically stated otherwise by
the Company. Pre-printed name, physical address and phone number, must be on all checks. Personal checks will be accepted only for payments in
the amount not greater than $1,000. In the event a check or credit card is declined, Brand Partner will be contacted for an alternate form of payment
and may be subject to an additional processing fee. No orders will be shipped without prior payment. Returned checks are subject to a $30.00
returned check fee.
Shipping and Handling. It is the ordering Brand Partner’s sole responsibility to indicate (a) the method and means of shipping, and (b) the
destination address.
Product Delivery. Upon clearance of payment, the Company processes for shipment the products and materials ordered. If an item is
temporarily not available (“TNA”), the consignee will be notified on the packing list included with the shipment. If a TNA should occur, the item(s)
will be shipped as soon as available and usually within ten (10) days of the date the original order and payment was received. Back orders may be
cancelled by Brand Partner by written request received by the Company prior to shipment.
16
9.01
9.02
9.03
9.04
9.05
9.06
9.07
9.08
9.09
9.10Damaged Goods. The shipping company is responsible for any damage that occurs after it takes physical custody of the products. Therefore,
it is important that the damage is reported promptly in order to allow Nerium International to file a claim with the shipper. The purchaser of
Company products who receives damaged goods shall comply with the following procedures:
a) Accept delivery.
b) Before the driver leaves, note on the delivery receipt the number of boxes that appear to be damaged and require the driver to
acknowledge the damage in writing.
c) Save the damaged products or boxes for inspection by the shipping agent.
d) Contact Nerium International Support Department to arrange for a replacement order to be shipped and a damaged goods
claim to be filed.
Price Changes. Prices for the Company’s products, services and literature are subject to change without prior notice.
Receipts, Retail Pricing. Brand Partner will provide all retail purchasers of the Company products with written receipts. Although the
Company provides a suggested retail price as a guideline, Brand Partner may sell the Company products at whatever retail price they and their
customers may agree upon
Sales Tax. To ensure compliance with the sales and use tax requirement of each state, unless required otherwise by state law, the Company
may, at its option, collect and remit all applicable sales and use taxes on products, promotional materials and services sold to Brand Partners
and retail customers based on the suggested retail price of the product. The applicable rate of tax due shall be based on the address to which the
product and/or material are shipped. If Brand Partner requests a tax exempt purchase for products purchased for resale (not for personal use),
Brand Partner shall provide the Company with a true and correct copy of a current resale certificate from the applicable state.
Shipping Loss. The Company will track all deliveries shipped. Brand Partner should contact the Company immediately upon being made
aware of any shipping problem.
Inaccurate Delivery. If a product is shipped in error by the Company, the unordered merchandise may be returned at the Company’s expense
provided the following steps are taken:
a) Brand Partner or retail customer notifies the Company within five (5) days of receipt of the order;
b) A copy of the shipping or packing slip shall be enclosed with the proper forms required by the Company completed and executed
by Brand Partner or retail customer; and
c) Products shall be returned in original containers and shall be packed properly to prevent damage in return shipment.
Refused Shipments. Should Brand Partner refuse delivery on any order placed with the Company, the Company shall have the right to place
Brand Partner in suspension pending resolution of the refusal of delivery. Neither Brand Partner nor a retail customer shall refuse any shipment
from the Company unless prior approval of the Company has been obtained. Should the receiving party of any order shipped from the Company
refuse to accept delivery and the shipment is returned to the Company, the ordering Brand Partner’s status will be suspended pending resolution
of the delivery refusal. Non-accepted delivery charges will be debited to Brand Partner’s account. If the Company determines that a valid reason
exists for refusing shipment, it will instruct the Brand Partner or retail customer on the proper procedure for a return.
Retail Outlets. The integrity of the Company’s marketing plan is built upon person-to-person, one-on-one, and in-home presentation methods
of sale. Selling Company products through any chain of retail stores, including but not limited to drugstores, pharmacies, supermarkets, health
food stores, shopping mall booths and the like, or restaurants is strictly prohibited.
17
9.11
9.12
9.13
9.14
9.15
9.16
9.17
9.18Selling Company products by Brand Partners through retail outlets or professional offices that are not part of chains and are owned or operated
by the Brand Partner is acceptable upon written approval by the Company.
Service-Oriented Establishments. It is permissible to take orders for the Company products in businesses such as health spas, health
resorts or similar establishments.
Medical Offices. Medical doctors and other health professionals may sell the Company products from their offices only if the doctor or health
professional is a Brand Partner.
Trade Shows. With written authorization from the Company, Company products or services and opportunity may be displayed at trade shows
by Brand Partners. Request for participation in trade shows must be received in writing by the Company at least two weeks prior to the show.
Written authorization from the Company must be received before participating in the trade show. Unless written authorization is secured from the
Company, Company products or services and opportunity are the only products or services and/or opportunity that may be offered in the trade
show booth. Only Company produced marketing materials may be displayed or distributed. No Brand Partner may sell or promote the Company’s
products or services or business opportunity at flea markets, swap meets, or garage sales.
International Sales. No independent Brand Partner may export or sell directly or indirectly to others who export the Company’s products,
literature, sales aids or promotional material relating to the Company, its products or services or the Company’s program from the United States
or its possessions or territories to any other country. Independent Brand Partners who choose to sponsor internationally may do so only in
countries in which the Company has registered to operate its business and must comply fully with the Rules of Operation of a Company Brand
Partner in that country. Any violation of this rule constitutes a material breach of this contract and is grounds for immediate termination of the
Brand Partner position.
Product/Services Claims. Brand Partner shall make no claim, representation or warranty concerning any product or service of the Company,
except those expressly approved in writing by the Company or contained in the official Company materials.
Promotional Items. All promotional items that bear the Company name or logo shall be purchased solely from the Company or its approved
supplier unless prior written permission is obtained from the Company.
Telemarketing. Telemarketing is strictly prohibited. Communications Commission each have laws that restrict telemarketing practices. Both
federal agencies (as well as a number of states) have “do not call” regulations as part of their telemarketing laws. Although the Company does
not consider Brand Partners to be “telemarketers” in the traditional sense of the word, these government regulations broadly define the term
“telemarketer” and “telemarketing” so that your inadvertent action of calling someone whose telephone number is listed on the federal “do not
call” registry could cause you to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties.
a) Therefore, Brand Partners must not engage in telemarketing in the operation of their Company businesses. The term
“telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a Company
product or service, or to recruit them for the Company opportunity. “Cold calls” made to prospective customers or Brand Partners
that promote either Company products or services or the Company opportunity constitute telemarketing and are prohibited.
However, a telephone call placed to a prospective customer or Brand Partner (a “prospect”) is permissible under the following situations:
b) You may call family members, personal friends, and acquaintances. An “acquaintance” is someone with whom you have at least
a recent first-hand relationship within the preceding three (3) months. Bear in mind, however, that if you make a habit of “card
collecting” with everyone you meet and subsequently calling them, the FTC may consider this a form of telemarketing that is not
subject to this exemption. Thus, if you engage in calling “acquaintances,” you must make such calls on an occasional basis only
and not make this a routine practice.
c) The prospect’s personal inquiry or application regarding a product or service offered by the Brand Partner, within the three (3)
months immediately preceding the date of such a meeting.
18
9.19
9.20

9.21
9.22
9.23
9.24
9.25 d) If the Brand Partner has an established business relationship with the prospect. An “established business relationship” is a
relationship between a Brand Partner and a prospect based on the prospect’s purchase, rental or lease of goods or services from
the Brand Partner, or a financial transaction between the prospect and the Brand Partner within the eighteen (18) months
immediately preceding the date of a telephone call to induce the prospect’s purchase of a product or service.
e) If the Brand Partner receives written and signed permission from the prospect authorizing the Brand Partner to call.
The authorization must specify the telephone number(s) which the Brand Partner is authorized to call.
f) In addition, Brand Partners shall not use automatic telephone dialing systems relative to the operation of their Company
businesses. The term “automatic telephone dialing system” means equipment which has the capacity to (a) store
or produce telephone numbers to be called, using a random or sequential number generator, and (b) to dial such numbers.
19 SECTION TEN: RETAIL CUSTOMER RETURNS
Retail Customer Guarantee. The Company offers a 100% money-back satisfaction guarantee to all retail customers within thirty (30) days
of purchase. If a retail customer is dissatisfied with any of the Company products for any reason, then that retail customer may return that product
in its original package and shipping containers, with original proof of purchase, to the original selling Brand Partner for either a replacement or
a full refund of the purchase price.
Warranties. Except as expressly stated herein, the Company makes no warranty or representation as to the merchantability, fitness for a particular
purpose, workmanship or any other warranty concerning any product or service purchased from or through the Company. The manufacturer’s
warranty will be transferred to Brand Partner.
Buyer’s Right to Cancel. Federal law grants a buyer the right to cancel certain sales without penalty prior to midnight of the third business
day after the transaction. This rule covers retail consumer sales of $25.00 or more that occur away from the seller’s main office. The Company
sales order form contains all legally required notices. Two copies shall be given to the buyer by Brand Partner on every sale. In addition, the
Brand Partner shall orally inform the buyer of the three-day right to cancel at the time the buyer purchases the goods.
Retail Customer Refunds. The Company will replace the returned retail product to the Brand Partner provided the following procedures
and conditions are met:
a) The product shall be returned to the Company by the Brand Partner who purchased it from the Company within sixty (60) days of the
date of the original purchase.
b) Brand Partner shall obtain a return authorization number from the Company customer service department within ten (10) days of
the return date to Brand Partner and prior to returning any product.
d) The product shall be received by the Company within twenty (20) days of the return date to Brand Partner.
d) The return shall be accompanied by the following:
e) A signed statement from the retail customer identifying the reason for the return;
f) A copy of the original retail sales receipt;
g) The unused portion of the product is returned in its original container, and
h) The name, address, and telephone number of the retail customer.
i) Proper shipping carton(s) and packing materials shall be used in packaging the product(s) being returned for replacement, and
the best and most economical means of shipping is suggested.
j) The Brand Partner will pay the cost of shipping replacement product(s).
k) The Company will replace the product, but will not refund to any Brand Partner the purchase price of any retail customer returns.
Quality Control. The Company will replace, within thirty (30) days of purchase, any product found to be defective; however, no product shall be
returned to the Company without prior written approval.
a) A written replacement request shall be submitted stating the reason for the request and accompanied by a copy of the Purchase
Order Form or packing slip. Product returned without prior authorization will not be accepted.
b) The Company will provide the Brand Partner with a return authorization number, and will instruct Brand Partner where to ship the
product for inventory verification. Upon receipt and verification of the product, the Company will ship out replacement product as appropriate.
20
10.01
10.02
10.03
10.04
10.05 c) The Company will not replace any product previously certified by Brand Partner as sold under the 70% Rule, sold at a special
discount, or sold as a promotional item.
Termination Returns.
a) A Brand Partner who terminates Brand Partner’s business relationship with the Company has the right to return for
repurchase on commercially reasonable terms currently marketable inventory including Company produced promotional
materials, sales aids and kits in possession of Brand Partner and purchased by Brand Partner for resale prior to the date of
termination. For purposes hereof, “reasonable commercial terms” shall mean the repurchase of marketable Inventory within
twelve (12) months from the Brand Partner’s date of purchase at not less than 90% of the Brand Partner’s original net cost less
appropriate set-offs and legal claims, if any. In addition for purposes of this section, products shall not be considered “currently
marketable” if returned for repurchase after the products commercially reasonable usable or shelf life period has passed
(shelf life will be deemed to have passed if the product package has been opened); nor shall products be considered “currently
marketable” if the Company clearly discloses to the Brand Partner prior to purchase that the products are seasonal,
discontinued, or special promotional products and are not subject to the repurchase obligation. The Company will not issue a refund nor
replace any product previously certified as having been sold under the 70% Rule. No refunds will be issued unless a
Brand Partner is in strict compliance with the procedures contained herein:
b) A written return request shall be submitted, stating the reason for the termination, the reason for the return of product and/or
sales materials, and accompanied by original proof of payment and a copy of the Purchase Order Form or Packing Slip.
Product returned without prior authorization will be returned to Brand Partner;
c) The Company will provide Brand Partner with a return authorization number, and will instruct Brand Partner where to ship
the product for inventory verification. Upon receipt and inspection of the return, Company will processthe appropriate
refund for payment; and
d) Brand Partner shall pay the cost of return freight.
e) All commissions, overrides, and bonuses paid to a terminated Brand Partner as a result of any product returned upon
termination shall be repaid to the Company. The Company may deduct such amounts from any commissions or other
amounts owed to such Brand Partner. All commissions, overrides, and/or bonuses paid to a Brand Partner’s upline on a
returned product shall be repaid to the Company by the upline Brand Partner.
21
10.06 SECTION ELEVEN: GENERAL PROVISIONS
Indemnity Agreement. Brand Partner agrees to indemnify and hold harmless the Company, its shareholders, officers, directors, employees,
agents and successors in interest from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and
attorneys’ fees, asserted against or suffered or incurred by any of them, directly or indirectly, arising out of or in any way related to or connected
with allegedly or otherwise, that Brand Partner’s (a) activities as Brand Partner; (b) breach of the terms of the Agreement; and/or (c) violation of
or failure to comply with any applicable federal, state or local law or regulation.
Other Services and Products. No products or services except for the Company’s products or services shall be sold or shown at any event
where the Company’s product or services are sold or shown. Except as provided above, a Brand Partner is not restricted from selling other
companies’ services and products that are not similar to or competitive with the products and services of the Company. However, promotion of
direct sales and/or network marketing programs and/or competitive services or products with anyone are strictly prohibited.
Limit on Liability. To the extent permitted by law, the Company shall not be liable for and Brand Partner releases the Company from, and
waives all claims for any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by Brand Partner
as a result of (a) the breach by Brand Partner of the Agreement and/or the terms and conditions of the Policy Manual; (b) the operation of Brand
Partner’s business; (c) any incorrect or wrong data or information provided by Brand Partner; (d) any copyright violation in connection with materials
provided by Brand Partner; or (e) the failure to provide any information or data necessary for the Company to operate its business, including,
without limitation, the enrollment and acceptance of Brand Partner into the Compensation Plan or the payment of commissions and bonuses.
Limitation of Damages. TO THE EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES
AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR, AND BRAND PARTNER HEREBY RELEASES THE FOREGOING FROM, AND WAIVE
ANY CLAIM FOR LOSS OF PROFIT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY ARISE OUT OF ANY CLAIM
WHATSOEVER RELATING TO THE COMPANY’S PERFORMANCE, NON-PERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS
RELATIONSHIP OR OTHER MATTERS BETWEEN ANY BRAND PARTNER AND THE COMPANY, WHETHER SOUNDING IN CONTRACT, TORT OR
STRICT LIABILITY. Furthermore, it is agreed that any damages to Brand Partner shall not exceed and is hereby expressly limited to, the amount of
unsold Company programs, services and/or products of the Company owned by Brand Partner and any commissions owed to Brand Partner.
Recordkeeping. The Company encourages Brand Partner to keep complete and accurate records of all Brand Partner’s business dealings.
Non-Solicitation. As an inducement for the Company to enter into this Agreement and in consideration of the mutual covenants contained
herein, Brand Partner shall not, directly or indirectly, on his or her own behalf or on the behalf of any other person or entity, solicit, induce or hire
any Brand Partner, employee, member, customer, supplier, consultant, sub-contractor or vendor of the Company.
Amendments. The Company reserves the right to amend the Agreement, Policy Manual, its retail prices, product availability and the Compensation
Plan at any time without prior notice as it deems appropriate. Amendments will be communicated to Brand Partner through official Company
publications, by posting on the company web site, or voice and/or e-mail. Amendments are effective and binding on Brand Partner as of the
date of issuance. In the event any conflict between the original documents or policies and any such amendment, the amendment will control.
Non-Waiver Provision. No failure of the Company to exercise any power under the Policy Manual or to insist upon strict compliance by Brand
Partner with any obligation or provision herein, and no custom or practice of the parties at variance with this Policy Manual, shall constitute a waiver
of the Company’s right to demand exact compliance with this Policy Manual. The Company’s waiver of any particular default by Brand Partner
shall not affect or impair the Company’s rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any
other Brand Partner. Nor shall any delay or omissions by the Company to exercise any right arising from a default affect or impair the Company’s
rights as to that or any subsequent default. Waiver by the Company can be affected only in writing by an authorized officer of the Company.
22
11.01
11.02
11.03
11.04
11.05
11.06
11.07
11.08Arbitration.
a) Except as expressly set forth herein, all disputes, claims and controversies between Brand Partner and the Company
relating to or arising out of the Agreement, the Compensation Plan, this Policy Manual, other documents produced by the Company,
or the Company’s products, the rights and obligations of Brand Partner and the Company or any other claims or causes of
action relating to the performance of any Brand Partner under the Agreement and this Policy Manual shall be settled totally, finally
and exclusively by arbitration through the Company’s Alternative Dispute Resolution Procedure (“ADR Procedure”). A copy of the
Company’s ADR Procedure has been delivered to Brand Partner and can be obtained from the Company by written request.
No legal action can be filed in any court concerning a Dispute as defined in the ADR Procedure. The Disputes subject to arbitration
include claims that Brand Partner’s termination was illegal or unlawful.
b) Arbitration is a commonly used and accepted technique for resolving Disputes in a timely, cost-efficient manner. Any Brand
Partner who feels that his or her termination was unlawful may file a claim and initiate the arbitration process directly, or
through an attorney, within six months of the termination decision.
c) Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity or registration
of any mark or other intellectual property or proprietary or confidential information of the Company without the Company’s
prior written consent. The Company may seek any applicable remedy in any applicable forum with respect to these disputes
and with respect to money owing to the Company. In addition to monetary damages, the Company may obtain injunctive relief against
Brand Partner for any violation of the Agreement or misuse of the Company’s trademark, copyright or confidential information policies.
d) Nothing in this rule shall prevent the Company from applying to and obtaining from any court having jurisdiction a writ of
attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergency relief available
to safeguard and protect the Company’s interests prior to the filing of or during or following any arbitration or other proceeding or pending
the handing down of a decision or award in connection with any arbitration or other proceeding.
e) Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify,
add to, or to subtract from any of the provisions of this Agreement.
Entire Agreement. This Policy Manual is incorporated into the Agreement along with the Compensation Plan, and constitutes the entire
agreement of the parties regarding their business relationship.
Governing Law. The Agreement and this Policy Manual shall be governed by the laws of the State of Texas and the jurisdiction of all claims
arising hereunder shall be in the County of Dallas, the State of Texas.
Force Majeure. The Company shall not be responsible for delays or failure in performance caused by circumstances beyond a party’s
control, such as strikes, labor difficulties, fire, war, government decrees or orders, or curtailment of a party’s usual source of supply.
Notice. Any communication, notice or demand of any kind whatsoever, which either Brand Partner or the Company may be required or may
desire to give or to serve upon the other shall be in writing and delivered by electronic communication whether by telex, telegram, e-mail or
fax (if confirmed in writing sent by registered or certified mail, postage pre-paid, return receipt requested or by personal service). Any party
may change its address for notice by giving written notice to the other in the manner provided in this Section. Any such communication,
notice or demand shall deemed to have been given or served on the date personally served by personal service, on the date of confirmed
dispatch if by electronic communication, or on the date shown on the return receipt or other evidence if delivery is by mail.
Severability. If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement, including this
Policy Manual, or any specification, standard or operating procedure which the Company has prescribed is held to be invalid or unenforceable,
the Company shall have the right to modify the invalid or unenforceable provision, specification, standard or operating procedure or
any portion thereof, to the extent required to be valid and enforceable, and Brand Partner shall be bound by any such modification. The
modification will be effective only in the jurisdiction in which it is required.
23
11.09
11.10
11.11
11.12
11.13
11.14Violations. It is the obligation of every Brand Partner to abide by and maintain the integrity of this Policy Manual. If Brand Partner observes
another Brand Partner committing a violation, such Brand Partner should discuss the violation directly with the violating Brand Partner. Any
violations reported to the Company shall follow the Company’s reporting procedures and may be reported by phone to Nerium International
Support Department at 855-4-NERIUM (855-463-7486).
24
11.15 SECTION TWELVE: CODE OF PROFESSIONAL ETHICS
NERIUM INTERNATIONAL, LLC, BELIEVES THAT ITS BRAND PARTNERS SHOULD SUBSCRIBE TO THE PRINCIPLES OF FAIRNESS, HONESTY,
INTEGRITY, AND SERVICE. THE RELATIONSHIP OF THE COMPANY TO BRAND PARTNER, BRAND PARTNER TO CUSTOMER, AND BRAND
PARTNER TO OTHERS SHOULD BE PRESERVED, PROTECTED, AND PROMOTED IN ACCORDANCE WITH THE HIGHEST STANDARDS OF
CONDUCT. THEREFORE, BRAND PARTNER AGREES TO ABIDE BY AND SUBSCRIBE TO THE CODE OF PROFESSIONAL ETHICS (THE “CODE OF
ETHICS”) CONTAINED IN THIS SECTION TWELVE.
AS A BRAND PARTNER, I AGREE THAT:
I will be honest and fair in all my dealings while acting as a Brand Partner of the Company.
I will respect the time and privacy of the people I contact to become retail customers or Brand Partners of the Company. I will be
courteous and respectful to every person contacted in the course of my Company business.
I will perform all my professional activities in a manner that will enhance my reputation and the reputation of the Company.
I will fulfill my leadership responsibilities as a Sponsor, including training and otherwise supporting Brand Partners in my
sales organization.
I will not engage in any deceptive or illegal practice, or any practice prohibited by the Agreement or the Policy Manual.
I will not make diagnostic, therapeutic or curative claims for the Company’s products. I will not make any claims not contained in official
Company literature. I will represent only that “each body is unique and responds uniquely to different products,”
remembering that even my personal experience with the product may be interpreted as an “extension of labeling claims”
if I use those experiences as a sales device.
I will make no income claims or representations regarding the Company Compensation Plan, remembering that ideal projections
of the Company Compensation Plan are unrealistic. No network is grown in a perfect geometric progression and therefore it is impossible
to predict incomes. Further, a Brand Partner’s success depends on many variables such as the amount of time committed to
his/her business and the degree of organizational ability.
I understand and agree that I am solely responsible for all financial and/or legal obligations incurred by me in the course of my business
as a Brand Partner of Nerium International, including self-employment taxes, income taxes, sales taxes, license fees, and related
personal fees.
I will always honor the Company’s 100% satisfaction, thirty (30) day money back guarantee when dealing with my retail customers.
I understand and agree that capitalism is one of the most competitive economic systems in the world; I will compete aggressively
but fairly, and I will respect the professionals of other network marketing companies. I will not solicit from the proprietary
rolls or “genealogical” printouts of other network marketing companies. I will not use sales materials or professional associations that may
be regarded as proprietary by other companies. The Company seeks to promote the reputation of all reputable network
marketing companies that are furthering the cause of personal independence for their Brand Partners.
25
12.01
12.02
12.03
12.04
12.05
12.06
12.07
12.08
12.09
12.10SECTION THIRTEEN: ADDENDA FOR SPECIFIC STATES
13.01 Distributor Agreement for Georgia. This addendum is applicable to Georgia participants only.
a) This addendum shall supersede and override any provisions in the independent distributor agreement which shall be in conflict
with this addendum, except that any cancellation or buy-back provision in the distributor agreement, which is more favorable in
terms to the distributor than this addendum, shall remain in full force and effect. The further purpose of this addendum is to set forth
the rights of the independent distributor.
b) Description of Products or Services: The company markets skincare and health-oriented products and services to the consumer
through independent distributors by way of network marketing. The company’s product line is indicated on the enclosed brochures.
The company’s primary service to distributors who are independent contractor marketers is to make available quality products for
distributors to sell. In addition, the company makes available sales and marketing literature, ordering and other forms, supportive
materials to promote the business and policies and procedures to provide guidance in conduct of the business. The company
maintains a distributor relations department to answer questions of distributors. The company makes available to distributors
downline sales organization data processing reports to inform distributors of sales production activity of their sales organization.
Information regarding shipping and training are provided in other paragraphs. The company’s sales and marketing materials
provide more detailed information. The company supplies marketing materials and fulfills orders of its distributors
c) Delivery Date of Products: After receipt of orders and payment in full, the company ships orders for its products received before
12:00 p.m. CST the same day, and orders received after 12:00 p.m. CST are shipped the next business day. Product orders are
sent via Federal Express. Methods of payment include check or credit cards.
d) Training: The Company offers a complete library of print and video materials to all independent distributors at no charge. The
materials are readily available over the internet in the distributor’s personal virtual office. The training materials cover the science
behind the product, how to conduct a personal sales party in the home, an understanding of the compensation plan, and a complete
library of personal development tools.
e) A participant in this multilevel marketing plan has a right to cancel at any time, regardless of reason. Cancellation
must be submitted in writing to the company at its principal business address.
f) Cancellation and Buy-Back Policy: The company will honor minimum cancellation rights to the participant in accordance with OCGA
§ 10-1-415(d)(1), (2) and (3), which code sections provide as follows and are set forth verbatim:
1. “If the participant has purchased products or paid for administrative services while the contract of participation was in
effect, the seller shall repurchase all unencumbered products, sales aids, literature, and promotional items which are in
a reasonably resalable or reusable condition and which were acquired by the participant from the seller; such repurchase
shall be at a price not less than 90 percent of the original net cost to the participant of the goods being returned.
For purposes of this paragraph, ‘original net cost’ means the amount actually paid by the participant for the goods,
less any consideration received by the participant for purchase of the goods which is attributable to the specific goods
now being returned. Good shall be deemed ‘resalable or reusable’ if the goods are in an unused,
commercially resalable condition at the time the goods are returned to the seller. Goods which are no
longer marketed by the company shall be deemed ‘resalable or reusable’ if the goods are in an unused,
commercially resalable condition and are returned to the seller within one year from the date the company
discontinued marketing the goods; provided, however, that goods which are no longer marketed by a
multilevel distribution company shall not be deemed ‘resalable or reusable’ if the goods are sold to participants
as nonreturnable, discontinued, or seasonal items and the nonreturnable, discontinued, or seasonal nature of the
goods was clearly disclosed to the participant seeking to return the goods prior to the purchase of the goods
26 by the participant. Notwithstanding anything to the contrary contained in this paragraph, a multilevel distribution
company may not assert that any more than 15 percent of its total yearly sales per calendar year to participants
in dollars are from nonreturnable, discontinued, or seasonal items;
2. The repayment of all administrative fees or consideration paid for other services shall be at not less than 90 percent of
the costs to the participant of such fees or services and shall reflect all other administrative services that have not, at the
time of termination, been provided to the participant; and
3. The participant may be held responsible for all shipping expenses incurred in returning sales aids or products to the company but
only if such responsibility of a canceling participant is disclosed in the written description of the cancellation rights.”

The cancellation and buy-back policy above is controlling and overrides any contrary language in any other company materials.
g) Pursuant to OCGA § 10-1-415(d)(3), notice is given that the participant shall be responsible for all shipping expenses incurred in returning
sales aids or products to the company.

13.02 Distributor Agreement for Louisiana. This addendum is applicable to Louisiana participants only.
a) This addendum shall supersede and override any provisions in the independent distributor agreement which shall be in conflict
with this addendum, except that any cancellation or buy-back provision in the distributor agreement, which is more favorable in terms to
the distributor than this addendum, shall remain in full force and effect. The further purpose of this addendum is to set forth the
rights of the independent distributor.
b) A participant in this multilevel marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in
writing to the Company at its principal business address.
c) No purchase or investment is necessary to become a Company distributor other than the purchase of a distributor sales kit which
is sold “at Company cost.”
d) Waiver of Personal Activity Requirement During First Sixth Months. During the first six months after commencement of the
distributor agreement, every Louisiana distributor is excused from personal product purchase activity requirements to the extent
that payment for product purchased when combined with any other consideration (e.g. sales kit) exceeds $300. During this
period, no total payment in excess of $300, either by express condition or practical necessity may be required to qualify as an
active distributor or to qualify for bonuses. The waiver of qualifying purchase requirements is controlling and overrides anything
to the contrary in other Company materials. Other than purchase of sales kit, all purchases by a distributor are voluntary and are
voluntary and are neither required by actual or practical necessity to participate fully in the marketing program.
e) Prohibition: Any payment by a distributor during his or her first 180 days in excess of $300 which may be considered under La. R.S.
51:1821(2) as initial consideration required by express condition or practical necessity is strictly prohibited.
1. The above prohibition shall not in any way restrict the amount of retail sales.
2. Upon termination, if the independent distributor has purchased products for inventory purposes or mandatory sales
aids while the distributor agreement was in effect, all unencumbered products purchased within the previous
12 months which are in an unused and commercially resalable condition then in possesion of the independent
distributor shall be repurchased. The repurchase shall be at price of not less than ninety percent of the original
net cost to the participant returning such goods, taking into account any sales made by or through such participant
prior to notification to the Company of the election to cancel. You may not re-join the Company for a period
of six months after a resignation.
27 3. Louisiana Law Applicable. In the event of a dispute for jurisdictional purposes, a distributor shall be entitled to file an
adjudicatory claim or lawsuit in the jurisdiction of Louisiana and the governing law shall be Louisiana law.

13.03 Montana Addendum to Agreement.
a) Refund Policy for Montana Representatives. The following refund policies shall be applicable to Montana representatives and shall
supercede any policies that are less protective to Montana representatives.
1. A representative may cancel participation in the representative contract for any reason at any time upon notification in
writing to the company of the election to cancel.
2. If the representative cancels participation and returns any required items, the person is entitled to a refund of any
consideration given to participate in the sales plan or operation.
3. Upon the request of a representative deciding to terminate participation in the sales plan or operation, there shall be the
repurchase, at not less than ninety percent (90%) of the amount paid by the representative, of any currently marketable
goods or services sold to the representative within 12 months of the request that have not been resold
or consumed by the representative.
4. Within 15 days from the date of enrollment, a Montana resident may cancel his or her Agreement and may return his or her
starter kit for a full refund within such time period.

13.04 Distributor Agreement for Oklahoma. This addendum is applicable to Oklahoma distributors only.
a) The independent distributor agreement may be canceled at any time and for any reason by a distributor notifying the company
and the sponsoring distributor in writing of the election to cancel.
b) If a distributor elects not to renew his or her distributor agreement, all rights to bonuses, marketing position and wholesale purchases
cease. The terminated distributor’s sales organization shall be transferred to his or her sponsor.
c) If the independent distributor has purchased products for inventory purposes or mandatory sales aids while the distributor agreement
was in effect, all unencumbered products in a resalable condition then in possession of the independent distributor, which
have been purchased within twelve months of cancellation, shall be repurchased. The repurchase shall be at a price of not less
ninety percent than (90%) of the original net cost to the participant returning such goods, taking into account any sales made
by or through such participant prior to notification to the Company of the election to cancel.
d) Any product purchases which have been previously represented by the terminating distributor as having been either resold or utilized
for personal or family use under the company’s 70% Rule or otherwise, are not subject to repurchase.

13.05 Distributor Agreement for Texas. This addendum is applicable to Texas distributors only.
a) The independent distributor agreement may be canceled at any time and for any reason by a distributor notifying the company and the
sponsoring distributor in writing of the election to cancel.
b) If a distributor elects not to renew his or her distributor agreement, all rights to bonuses, marketing position and wholesale purchases
cease. The terminated distributor’s sales organization shall be transferred to his or her sponsor.
28 c) If the independent distributor has purchased products for inventory purposes or mandatory sales aids while the distributor agreement
was in effect, all unencumbered products in a resalable condition then in possession of the independent distributor, which have been
purchased within twelve months of cancellation, shall be repurchased. The repurchase shall be at a price of not less than
ninety percent (90%) of the original net cost to the participant returning such goods, taking into account any sales made by or
such participant through prior to notification to the Company of the election to cancel.
d) Any product purchases which have been previously represented by the terminating distributor as having been either resold or
utilized for personal or family use under the company’s 70% Rule or otherwise, are not subject to repurchase.
13.06 Wyoming Addendum to Agreement.
a) Refund Policy for Wyoming Distributors. The following refund policies shall be applicable to Wyoming distributors and shall any
policies that are less protective to Wyoming distributors.
1. A distributor may cancel participation in the distributor contract for any reason at any time upon notification in writing to
the company of the election to cancel.
2. If the participant has purchased products while the contract of participation was in effect, all unencumbered products in
a resalable condition then in the possession of the participant shall be repurchased by the company. The repurchase
hall be at a price of not less than ninety percent (90%) of the original net cost to the participant returning such goods, taking
into account any sales made by or through such participant prior to notification to the company of the
election to cancel.
3. Although the company does not have a purchase requirement, in the event such a requirement is made of participants in
its marketing program to purchase products or services or pay any other consideration in order to participate
in the marketing program, the following refund policy shall be applicable and the company agrees:
a) To repurchase all or part of any products which are unencumbered and in a resalable condition at a price
of not less ninety percent (90%) of the original net cost to the participant, taking into account any sales made
by or through such participant prior to notification to the company of election to cancel;
b) To repay not less than ninety percent (90%) of the original net cost of any services purchased by the
participants; or
c) To refund not less than ninety percent (90%) of any other consideration paid by the participant in order to participate
in the marketing program.
29
©2011 NeriumTM

International, LLC. All Rights Reserved. Revised 11/11. Responsive Marketing may revise these Terms of Use at any time by updating this posting.

Last updated: June 15, 2014