UNITED STATES POLICIES & PROCEDURES
AS OF FEBRUARY 2025
VITAL HEALTH ("VITAL HEALTH") is a direct sales company dedicated to providing quality products and services promoted through your home-based business. We pride ourselves on our integrity in dealing with our independent distributors and customers will continue to do so. We provide a compensation plan based on sales of our products to end-users and those of you who wish to help us promote and sell our products can be rewarded under that plan. VITAL HEALTH does not require, nor do we tolerate "inventory loading" and you will never be forced to make large purchases. All distributors, or Affiliates (AFFILIATES) as we refer to them, must agree to conduct themselves with the utmost honesty and integrity in the promotion of their independent VITAL HEALTH distributorship. This includes abiding by the terms and conditions of the AFFILIATE Agreement, the Policies and Procedures listed below and fulfilling the requirements and qualifications of the Compensation Plan as they exist now and as they may be amended from time to time.
TABLE OF CONTENTS
Section 1 – Introduction
1.1 Purpose
1.2 Conduct
1.3 Policies and Procedures Incorporated By Reference
1.4 Amendments, Revisions and Changes
1.5 Delays
1.6 Severability
1.7 Waiver
Section 2 – Becoming an AFFILIATE
2.1 Becoming an AFFILIATE
2.2 Remaining an AFFILIATE
2.3 Term and Renewal of the Agreement
Section 3 – Operating a VITAL HEALTH Distributorship
3.1 Independent Contractor Status
3.2 Enrollment
3.3 Business Entities
3.4 Minors
3.5 Limitations on Distributorships per Household
3.6 Actions of Household Members or Affiliated Individuals
3.7 Addition of Co-Applicant
3.8 Roll Up
3.9 Sale, Transfer or Assignment
3.10 Separation Due to Divorce or Dissolution
3.11 Succession
3.12 Expenses
Section 4 – Responsibilities of an AFFILIATE
4.1 Maintain Accurate Information With VITAL HEALTH
4.2 Maintain Communication With Downline
4.3 Non-Disparagement
4.4 Reporting Policy Violations
4.5 Company Status
4.6 Personal Information
4.7 Confidential Information
4.8 Enrollment, Sponsoring, Placement
Section 5 – Conflicts of Interest
5.1 Participation In Other Direct Sales Companies
5.2 Non-solicitation
5.3 Targeting Other Direct Sellers
5.4 Cross-Sponsoring
5.5 Bonus Buying and Stacking
Section 6 – Communication and Confidentiality Within VITAL HEALTH
6.1 Downline Activity (Genealogy Reports)
6.2 Communication Opt-in
6.3 AFFILIATE Media and Likeness Use Consent and Release
Section 7 – Advertising and Promotion
7.1 General
7.2 Trademarks and Copyrighted Material
7.3 Identification as AFFILIATE
7.4 AFFILIATE Websites
7.5 E-Mail or Electronic Advertising
7.6 Online or Other Classified Ads
7.7 Online Auction Sites
7.8 Online Retailing
7.9 Banner Advertising
7.10 "Spam Linking"
7.11 Digital Media Submission
7.12 Product Claims
7.13 Income Claims
7.14 Compensation Plan and Opportunity Claims
7.15 Product Pricing
7.16 Re-Packaging
7.17 Use of Celebrity Name or Likeness
7.18 Scientific Advisory Board and Other Consultants
7.19 International Marketing
7.20 "Pre-Market" International Marketing
7.21 Telemarketing
7.22 Spam
7.23 Third Party Intellectual Property
7.24 Privacy
7.25 Media
7.26 Social Media
7.27 Other Internet Use
7.28 Prohibited Advertising or Promotion
7.29 Not-For Resale (or NFR Jurisdictions)
7.30 Negative Online Posts
7.31 Implied Approval or Endorsement
Section 8 – Sales
8.1 Commercial Outlets
8.2 Trade Shows and Exhibitions
8.3 Inventory
8.4 Sales Receipts
8.5 Three Day Right of Cancellation for Retail Customers
Section 9 – Bonuses and Commissions
9.1 Qualifications
9.2 Commissions Processing
9.3 Replacement Checks
9.4 Adjustments and Clawbacks
9.5 Unclaimed Commissions
9.6 Incentive Trips and Awards
9.7 "70 Percent Rule"
9.8 Retail Customer Rule
Section 10 – Product Ordering
10.1 Purchasing Product
10.2 General Ordering Policies
10.3 Shipping and Back Orders
10.4 Shipment Confirmation
10.5 Customer Payment
10.6 Insufficient Funds
10.7 Third Party Credit Card Use
10.8 Sales and Use Tax
10.9 Chargeback Policy
Section 11 – Product Returns
11.1 Product Guarantee
11.2 Inventory Repurchase
11.3 Exceptions
11.4 Montana Residents
11.5 Louisiana, Massachusetts, and Wyoming Residents
11.6 Maryland Residents
11.7 Puerto Rico Residents
Section 12 – General
12.1 Identification
12.2 Income Taxes
12.3 Business Pursuits Insurance
12.4 Product Liability Coverage
12.5 Local Rules, Laws, Ordinances or Regulations
12.6 Indemnification
12.7 Exclusion of Damages
12.8 Errors or Questions
12.9 Change of Sponsor (Enroller)
12.10 Change of Placement
12.11 Waiver of Claims – Change of Sponsor
Section 13 – Dispute Resolution and Remedies
13.1 AFFILIATE Disciplinary Action
13.2 Arbitration Agreement
13.3 Opting Out of Arbitration Agreement
13.4 Amendment of Arbitration Agreement
13.5 Governing Law
13.6 Louisiana Residents
Section 14 – Inactivity and Termination
14.1 Effect of Cancellation/Termination
14.2 Non-Renewal
14.3 Termination Due to Inactivity
14.4 Involuntary Termination
14.5 Voluntary Cancellation
14.6 Reclassification
Section 15 – Definitions
Section 1 – Introduction
1.1 Purpose
VITAL HEALTH has developed these Policies and Procedures, which may sometimes be referred to as the AFFILIATE Manual, is to guide its AFFILIATES (AFFILIATE) in the successful promotion of VITAL HEALTH products and services. These Policies and Procedures will help provide the following benefits:
1) Protect the rights of all AFFILIATES by providing guidelines and a framework within which each AFFILIATE may work in an ethical, effective and secure manner.
2) Provide an equal and level playing field of opportunity to all AFFILIATES. All AFFILIATES will be treated fairly, reasonably and professionally.
3) Clearly define the relationship between VITAL HEALTH and its AFFILIATES.
4) Inform AFFILIATES regarding compliance issues and regulatory requirements. VITAL HEALTH requires that all AFFILIATES understand and abide by these Policies and Procedures as we work together in promoting the VITAL HEALTH products and opportunity. Of course, if any AFFILIATE has any questions with respect to Policies and Procedures, you may contact VITAL HEALTH for clarification.
VITAL HEALTH will apply these Policies and Procedures fairly and equitably to all AFFILIATES but understands that there may be certain cases or circumstances that require special handling or consideration. Any exceptions or extenuating circumstances that may apply will be determined by VITAL HEALTH at its sole discretion and will not automatically apply in any other situation or matter unless the applicable policy or procedure is officially modified or amended.
1.2 Conduct
Regardless of the specific policies and procedures stated within, all AFFILIATES will conduct themselves honestly, ethically, morally and professionally with respect to their VITAL HEALTH business and all promotion and sales activity. No AFFILIATE may take any action with respect to VITAL HEALTH or that affects VITAL HEALTH in any way other than in the fulfillment of their AFFILIATE Agreement. No conduct that negatively impacts VITAL HEALTH will be permitted. VITAL HEALTH will not tolerate high-pressure sales tactics or the use of any misleading, confusing, false or exaggerated statements or claims with respect to VITAL HEALTH or VITAL HEALTH products and services.
1.3 Policies and Procedures Incorporated By Reference
These Policies and Procedures, in their present form and as amended from time to time at the sole discretion of VITAL HEALTH ("VITAL HEALTH®" or the "Company" or "VITAL HEALTH"), are incorporated into, and form an integral part of, the VITAL HEALTH Affiliate Agreement. Throughout these Policies and Procedures, when the term "Agreement" is used, it collectively refers to the VITAL HEALTH Affiliate Agreement and its Terms and Conditions, these Policies and Procedures and the VITAL HEALTH Compensation Plan. These documents are incorporated by reference into the VITAL HEALTH Affiliate Agreement. It is the responsibility of each AFFILIATE to read, understand, adhere to and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures.
When enrolling a new AFFILIATE, it is the responsibility of the Enroller (as further defined below) to provide the most current version of these Policies and Procedures and the VITAL HEALTH Compensation Plan (which can be done by directing the applicant to the website) to the applicant prior to his or her execution of the Affiliate Agreement.
1.4 Amendments, Revisions and Changes
In order to ensure that VITAL HEALTH is always in compliance with applicable federal, state and/or local laws, as well as being able to adapt to changing or evolving business environments and markets, VITAL HEALTH reserves the right, in its sole discretion, to amend, revise or change the Agreement and its prices and product offering. Amendments to product prices shall be effective immediately. Except for the Dispute Resolution provisions at Section 13 below, amendments to the Agreement shall be effective 30 days after notice and publication of the amended provisions, but amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment.
VITAL HEALTH will notify AFFILIATES by posting any amendments, revisions or changes on the VITAL HEALTH corporate website and by email to AFFILIATES' current email addresses on file. The most current and controlling version will always be posted on www.VITALHEALTHGLOBAL.com or other applicable website as noticed. It is the responsibility of all AFFILIATES to regularly review the company website as well as stay current on all notices given through the various communications between VITAL HEALTH and AFFILIATES.
An AFFILIATE'S continued use of any VITAL HEALTH-related website, product or service, conduct of any VITAL HEALTH related business or the acceptance of any compensation under the Compensation Plan will indicate acceptance of any published amendments, revisions or changes. An AFFILIATE not wishing to be bound by such amendments, revisions or changes must resign and will not be able to conduct any VITAL HEALTH business.
The foregoing provision regarding amendments to the Agreement does NOT apply to the Dispute Resolution provisions at Section 13 below, which can only be amended as provided therein via mutual consent.
1.5 Delays
Neither VITAL HEALTH nor any AFFILIATE shall be responsible for delays or failures in performance of their respective obligations when performance is made commercially impracticable due to circumstances beyond such party's reasonable control. This includes, without limitation, strikes, labor difficulties, acts of providence, severe weather, riot, war, fire, death, curtailment, reduction, limitation or unavailability of a source of supply, or government decrees or orders.
1.6 Severability
If any provision of the Agreement, in its current form or as may be amended, is found to be invalid or unenforceable for any reason, only the invalid or unenforceable portion of the provision shall be severed and only in the applicable jurisdiction that requires it. The remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid or unenforceable provision never comprised a part of the Agreement.
1.7 Waiver
VITAL HEALTH and AFFILIATE each have the right to demand compliance with all terms and conditions under the Agreement at any time. No failure of VITAL HEALTH or AFFILIATE to exercise any right or power under the Agreement or to insist upon strict compliance by the other with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of a party's right to demand exact compliance with the Agreement.
Waiver by either party of any breach of the Agreement can be affected only in writing by the party or an authorized officer or agent of the party. A party's waiver of any particular breach by the other party shall not affect or impair the waiving party's rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any third party (including another AFFILIATE). Nor shall any delay or omission by a party to exercise any right arising from a breach affect or impair such party's rights as to that or any subsequent breach. The allegation or existence of any claim or cause of action of a party against the other party shall not constitute a defense to a party's enforcement of any term or provision of the Agreement.
Section 2 – Becoming an AFFILIATE
2.1 Becoming an AFFILIATE
To become an independent VITAL HEALTH AFFILIATE, you must be a minimum of 18 years of age or the legal age of majority in the state, country or jurisdiction you reside in, whichever is higher, and you must be legally capable of entering into a contract. You must be legally entitled to earn income in the United States or in the appropriate country or jurisdiction you intend to do business in as we expand internationally.
You must submit a valid, complete and accurate Affiliate Agreement, whether online or in paper form, to VITAL HEALTH, and that application must be accepted by VITAL HEALTH, at our sole discretion. All information requested, including a valid social security number or tax ID number where applicable must be provided.
You may not have a financial interest in more than one distributorship. A husband and wife are only permitted to have one distributorship between them unless they follow the procedure for a husband and wife to have separate distributorships as explained in these Policies and Procedures.
A validly formed business entity may become an AFFILIATE, provided it can submit valid documentation as may be requested by VITAL HEALTH. An individual may not participate in multiple distributorships through the use of business entities. No "ghost" distributorships (false distributorships set up to maintain a position in the genealogy) are permitted.
2.2 Remaining an AFFILIATE
In order to remain an AFFILIATE in good standing, you must abide by all terms and conditions of the Agreement, as they exist now or as may be modified from time to time. This includes complying with the renewal policy as may exist at the end of your applicable distributorship term. The initial distributorship term will be for a period of one year.
You must only conduct VITAL HEALTH business in jurisdictions where we are legally permitted to conduct business. Further, you must comply with any laws, codes, rules, regulations and/or statutes that may be in effect in any jurisdiction you reside in or do business in.
Your conduct or the conduct of anyone acting for or on your behalf may not discredit or bring any harm to VITAL HEALTH or any associated person or entity. Under no circumstances may any AFFILIATE bad-mouth, disparage or discredit VITAL HEALTH, its products and services, any associated entities or people, any owners, directors, employees, agents or independent distributors.
Any distributorship found to exist for reasons detrimental to VITAL HEALTH or the compensation plan, including, but not limited to "stacking" or manipulating the compensation plan, may be suspended or terminated at VITAL HEALTH's sole discretion.
2.3 Term and Renewal of the Agreement
The term of the Agreement is one year from the date of enrollment. An AFFILIATE may cancel the Agreement at any time and for any reason. In order to continue as an AFFILIATE beyond the initial term of this Agreement (unless the Agreement has been previously terminated as provided herein), AFFILIATE must renew the Agreement each year. An annual renewal fee will be imposed at that time (not required for North Dakota residents).
AFFILIATES will be reminded of their upcoming renewal, as well as the amount of the annual renewal fee, through their Back-Offices and email. At that time, AFFILIATE may elect to renew or cancel the Agreement. VITAL HEALTH reserves the right to elect not to renew an AFFILIATE'S Agreement at its option upon 30 days' prior written notice.
A participant in this multilevel marketing program 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, via email to contacto@vitalhealthglobal.com, or via the AFFILIATE'S Back-Office.
VITAL HEALTH reserves the right to terminate all Affiliate Agreements upon 30 days' notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via Direct Selling channels.
Section 3 – Operating a VITAL HEALTH Distributorship
3.1 Independent Contractor Status
All AFFILIATES, regardless of rank or level within the compensation plan, are independent contractors. There are no franchises, exclusive territories, exclusive distributorships, partnerships, joint ventures or strategic alliances created between any AFFILIATE and VITAL HEALTH. All AFFILIATES will have an equal opportunity to build their independent business, based on work ethic, hours put in to promoting your business, dedication to building your business, etc.
Each independent AFFILIATE shall be responsible for paying any and all local, state or federal taxes or fees, including, but not limited to, income taxes, social security, and self-employment taxes. AFFILIATES are not entitled to employee benefits from VITAL HEALTH, including, but not limited to, unemployment benefits, worker's compensation or minimum wage.
All AFFILIATES are responsible for their own fees, costs, expenses, supplies, tools or whatever is required, used or needed in building and promoting their business. No AFFILIATE may bind VITAL HEALTH or any associated person or entity into any contract or agreement, nor may any AFFILIATE imply that they are acting for or on behalf of the corporate entity.
Further, no AFFILIATE may contact any media, seek out media coverage or appear on or in any media for or on behalf of VITAL HEALTH unless requested by VITAL HEALTH or approved by VITAL HEALTH in writing. All AFFILIATES must properly identify themselves as independent contractors when conducting business. Any conduct or behavior that in any way implies a corporate relationship or is confusing or misleading as to an AFFILIATE'S independent contractor status is prohibited.
3.2 Enrollment
All new AFFILIATES must be referred or enrolled by an existing AFFILIATE and that personal enrollment must be noted during the AFFILIATE enrollment process, whether submitted online or otherwise. It is each AFFILIATE'S responsibility to ensure that they indicate the proper enroller when signing up and to ensure that new AFFILIATES that they sign up indicate the proper enroller.
If there is a problem with the enroller, it is the AFFILIATE'S responsibility to immediately notify VITAL HEALTH. We pride ourselves on our integrity and the integrity of our compensation plan. In the event of a dispute over who is the enroller of a new AFFILIATE, VITAL HEALTH will make its reasonable and best effort to determine who the actual enroller should be, based on facts gathered. The final decision as to personal enrollment shall be at the sole discretion of VITAL HEALTH.
3.3 Business Entities
A corporation, limited liability company, partnership, trust, or local equivalent (collectively referred to in this section as a "Business Entity") may apply to be an AFFILIATE by submitting a copy of the organizational documents to VITAL HEALTH. If an AFFILIATE has enrolled online, all required documents and registration form must be submitted to VITAL HEALTH within thirty (30) days of the online enrollment. If required documents are not received within the 30-day period, the Affiliate Application and Agreement shall automatically terminate.
All members, partners, shareholders or stakeholders of the relevant Business Entity are jointly and severally liable for any indebtedness, liability or other obligation to VITAL HEALTH. An entity cannot have more than one distributorship or financial interest in another distributorship nor can an individual have any interest in multiple distributorships whether individually or as part of an entity.
An individual or entity may only have a second and third position if earned as multiple "Business Centers" as described in the VITAL HEALTH Compensation Plan. Individuals or entities may only register as AFFILIATES using legal names. An AFFILIATE cannot be signed up or registered with a fictitious business name.
3.4 Minors
Under no circumstances may anyone under the age of 18, or who is considered a minor in any applicable jurisdiction become an AFFILIATE. There are no exceptions and parents may not co-sign or operate on behalf of a minor. No existing AFFILIATE should attempt to enroll or sponsor a minor as an AFFILIATE.
3.5 Limitations on Distributorships Per Household
An AFFILIATE may only operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, member, owner or beneficiary in one VITAL HEALTH distributorship. So as to avoid any manipulation within the compensation plan, married couples or common-law couples (collectively "Spouse(s)") who wish to become separate AFFILIATES must sign a separate Affiliate Application and Agreement and must have the same enroller. One spouse cannot enroll or sponsor the other spouse.
A spouse may be "placed" under their spouse's AFFILIATE as long as they have the same Enroller. An additional family member, not a spouse, residing in the same household and otherwise eligible to become an AFFILIATE may become any AFFILIATE under the enroller of his/her choice, as long as there is no intent to manipulate the compensation plan.
3.6 Actions of Household Members (Affiliation) Shared Information etc.
Members of an AFFILIATE's household may operate under a single AFFILIATE account; however, they may not become separate AFFILIATE businesses unless expressly agreed to in writing by VITAL HEALTH. A household is defined as a husband, wife, parties in a legally recognized domestic partnership, and dependents.
VITAL HEALTH considers individuals who share contact information—such as an address, phone number, payment method, or any other type of data or information—as having an affiliation and are subject to enforcement of this section.
Note: Children of legal age to contract, and at least 18 years old, are not considered part of their parent's household. The Company acknowledges that individuals residing in the same household may also participate in competing direct selling ventures. While such activities are generally conducted in good faith, conflicts can arise. Specifically, non-company household members may engage in conduct such as recruitment, solicitation, or raiding of VITAL HEALTH's sales organization.
Because the household member with an ownership interest in the Company AFFILIATE account is in the best position to prevent such actions, any cross-recruiting conducted by the non-company household member will be attributed to the AFFILIATE. Such actions may result in disciplinary measures, up to and including termination of the AFFILIATE account.
3.7 Addition of Co-Applicant
When adding a co-applicant (either an individual or a Business Entity) to an existing VITAL HEALTH distributorship, VITAL HEALTH requires a written request, as well as a properly completed Affiliate Application and Agreement containing the applicant and co-applicant's Social Security Numbers and signatures.
To prevent the circumvention of Section 3.9 (regarding transfers and assignments of a VITAL HEALTH independent business), the original applicant must remain as the main party to the original Affiliate Application and Agreement. If the original AFFILIATE wants to terminate his or her relationship with the Company, he or she must transfer or assign his or her VITAL HEALTH independent business in accordance with Section 3.9. If this process is not followed, the Agreement may be cancelled by VITAL HEALTH upon the withdrawal of the original AFFILIATE.
All bonus and commission checks will be sent to the address of record of the original AFFILIATE. Please note that the modifications permitted within the scope of this Section do not include a change of Enroller or Placement Sponsor. There is a processing fee for each change requested, which must be included with the written request and the completed Affiliate Application and Agreement.
3.8 Roll-Up
When a vacancy occurs in a Marketing Organization due to the termination of an AFFILIATE for any reason, each AFFILIATE or Customer in the first level immediately below the terminated AFFILIATE on the date of the Cancellation will be moved to the first level ("Front Line") of the terminated AFFILIATE'S Placement Sponsor (compresses up one level within the Placement Sponsor tree).
3.9 Sale, Transfer or Assignment
An AFFILIATE may not sell, transfer or assign his/her independent business without the express written consent of VITAL HEALTH at VITAL HEALTH's sole discretion. The sale, transfer or assignment of an AFFILIATE business may not be utilized under any circumstances to effect a change of sponsorship, manipulate the compensation plan or negatively impact another AFFILIATE.
An existing AFFILIATE may not purchase another VITAL HEALTH independent business. Any person or entity selling, transferring or assigning their independent business, assuming they are otherwise in good standing, must wait a period of six months before reapplying to become an AFFILIATE.
3.10 Separation Due To Divorce or Dissolution
Under no circumstances will VITAL HEALTH be required to divide, breakup or partially reassign an AFFILIATE position or its downline due to a divorce between spouses or dissolution of any entity. VITAL HEALTH will recognize the AFFILIATE as it is registered with VITAL HEALTH and will pay any earned commissions or bonuses accordingly.
VITAL HEALTH is under no obligation to take any actions to facilitate such divorce, breakup or dissolution, other than in the normal conduct of VITAL HEALTH business under the Agreement. Any split of commissions or bonuses between affected parties will be handled by the parties after receiving the appropriate payment from VITAL HEALTH.
If the affected parties are unable to effectively conduct VITAL HEALTH business or there is any adverse effect to VITAL HEALTH or other AFFILIATES, VITAL HEALTH reserves the right to involuntarily terminate the AFFILIATE independent business. A spouse or other party who gives up rights to an AFFILIATE independent business as part of a divorce, breakup or dissolution must wait six months before reapplying to become an AFFILIATE.
3.11 Succession
Upon the death of an AFFILIATE, the AFFILIATE'S VITAL HEALTH business may be passed to his/her heirs. The beneficiary or transferee of the business must notify VITAL HEALTH of their intention to receive the transfer of the business within six (6) months of the date of death. If VITAL HEALTH receives no such notification within such time period, the Agreement shall be automatically cancelled.
Prior to the actual transfer of the business, the beneficiary or transferee must provide VITAL HEALTH with a certified copy of the death certificate as well as certified letters testamentary or letters of administration and the written instructions of the executor of the estate, or an order of the court, that provides direction on the proper disposition of the business.
The beneficiary must also execute and submit to the Company a VITAL HEALTH Affiliate Agreement within 30 days from the date on which the business is transferred by the estate to the beneficiary or transferee, or the Agreement will be cancelled.
Because VITAL HEALTH cannot divide commissions among multiple beneficiaries or transferees, if there are multiple beneficiaries or transferees of the business, the beneficiaries or transferees must form a Business Entity and submit a VITAL HEALTH Affiliate Agreement in the name of the Business Entity. Upon the completion of these requirements, VITAL HEALTH will transfer the business and issue commissions to the individual beneficiary or Business Entity.
During the pendency of the actual transfer of the business, commission and bonus payments (if any are earned) will be issued in the name of the estate of the deceased AFFILIATE. The beneficiary of the business shall be responsible for the payment of all renewal fees that may have accrued but not been paid during the pendency of the transfer. Failure to pay these fees shall result in the termination of the Agreement.
The successor(s) in interest must:
1) Execute an Affiliate Application and Agreement;
2) Comply with terms and provisions of the Agreement;
3) Meet all of the qualifications for the deceased AFFILIATE'S status;
4) Bonus and commission checks of a VITAL HEALTH independent business transferred pursuant to this Section 4.11 will be paid in a single check jointly to the legal successor(s) in interest. Such successor(s) must provide VITAL HEALTH with an "address of record" to which all bonus and commission checks will be sent.
5) If the VITAL HEALTH independent business is bequeathed to multiple legal successors in interest, they must form a Business Entity and acquire a federal taxpayer identification number. VITAL HEALTH will issue all bonus and commission checks and a Form 1099 as required by the IRS. VITAL HEALTH is under no obligation to divide any distributorship among heirs and under no circumstances will VITAL HEALTH allow any AFFILIATE or AFFILIATE Successor to operate in any way other than as normally proscribed under the Agreement.
3.12 Expenses
No AFFILIATE is required to spend any specific amount in the operation or promotion of his/her independent business. How much may be appropriate for any AFFILIATE to spend on marketing or any other item related to VITAL HEALTH is entirely up to the AFFILIATE based on his/her given situation.
Unless specifically provided for under these Policies and Procedures or through the VITAL HEALTH Compensation Plan, no AFFILIATE is entitled to reimbursement from VITAL HEALTH for any general or administrative costs, fees or expenses or any type generated in the conduct of AFFILIATE with respect to VITAL HEALTH or the VITAL HEALTH Agreement.
Section 4 – Responsibilities of an AFFILIATE
4.1 Maintain Accurate Information With VITAL HEALTH
All AFFILIATES must immediately notify VITAL HEALTH of any changes in the original application information. This includes, but is not limited to, actual address, mailing address, telephone number, e-mail address, etc. This may be done through your back office, in writing or via e-mail. Please allow up to thirty days for all changes to be fully implemented.
4.2 Maintain Communication With Downline
Any AFFILIATE who sponsors another AFFILIATE into VITAL HEALTH must perform a bona fide supervisory function to ensure that his or her downline is properly operating his or her VITAL HEALTH business. AFFILIATES must have ongoing contact, communication, and management supervision with the AFFILIATES in their Downline.
Examples of such contact and supervision may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic or e-mail, and the accompanying of downline AFFILIATES to opportunity meetings, training sessions, and other VITAL HEALTH functions.
Upline AFFILIATES are also responsible to motivate and train new AFFILIATES in VITAL HEALTH product knowledge, effective sales techniques and the Marketing and Compensation Plan. AFFILIATES must monitor the AFFILIATES in their downlines to ensure they do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, every AFFILIATE should be able to provide documented evidence to the VITAL HEALTH of his or her ongoing fulfillment of the responsibilities of a Sponsor.
4.3 Non-Disparagement
VITAL HEALTH wants to reasonably provide its AFFILIATES with the best products, compensation plan and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the AFFILIATE Support Department at compliance@vitalhealthglobal.com.
AFFILIATES should not, however, disparage, demean or make negative remarks about VITAL HEALTH, other AFFILIATES or VITAL HEALTH directors, officers, employees or other associated individuals or entities, either verbally, written, online or in social media or other forums.
4.4 Reporting Policy Violations
AFFILIATES who become aware of a policy violation by another AFFILIATE should submit written report of the violation directly to the attention of the VITAL HEALTH Compliance Department so a file can be opened and an investigation conducted. Details of the incidents such as dates, number of occurrences, persons involved and any supporting documentation should be included in the report.
4.5 Company Status
No AFFILIATE may claim or imply that he/she or any other AFFILIATE has advantages with or special privileges with VITAL HEALTH. Nor may any AFFILIATE imply that they or any other AFFILIATE is in any way exempt from the same obligations and requirements of every other AFFILIATE.
4.6 Personal Information
Any AFFILIATE who receives personal information from or about prospective AFFILIATES or customers, must take all reasonable steps to maintain its security. You should shred or irreversibly delete the personal information of others once it is no longer required.
Personal Information is information that identifies, or permits you to contact, an individual or entity. It includes, but is not limited to a Customer's, potential Customer's, AFFILIATE'S and prospective AFFILIATE'S name, address, email address, phone number, credit card information, social security or tax identification number and other information associated with these details.
4.7 Confidential Information
"Confidential Information" includes, but is not limited to, the identities, contact information, and/or sales information relating to AFFILIATES and/or Customers: (a) that is contained in or derived from any AFFILIATE'S respective Back-Office; (b) that is derived from any reports issued by VITAL HEALTH to AFFILIATES to assist them in operating and managing their VITAL HEALTH business; and/or (c) to which an AFFILIATE would not have access or would not have acquired but for his/her affiliation with VITAL HEALTH.
Confidential Information constitutes proprietary business trade secrets belonging exclusively to VITAL HEALTH and is provided to AFFILIATES in strict confidence, solely for the purpose of promoting VITAL HEALTH in accordance with this Agreement. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than for use in fulfilling the Agreement and in building and managing a VITAL HEALTH business.
Any violation of this policy shall cause VITAL HEALTH irreparable harm for which there is no adequate remedy at law. The parties further agree that the harm to VITAL HEALTH should AFFILIATE disclose confidential information outweighs any harm to the AFFILIATE in not disclosing that information such that injunctive relief should be granted to VITAL HEALTH. VITAL HEALTH shall be entitled to immediate and permanent equitable relief to prevent further violations of this policy and shall be able to obtain such relief in a court of law, despite the arbitration clause applying to disputes arising out of breach of the Agreement.
4.8 Enrollment, Sponsoring, Placement
AFFILIATES in good standing may enroll (sponsor) and place others into VITAL HEALTH as a Direct Retail Customer, Preferred Customer or AFFILIATE. A prospective customer or AFFILIATE has the right to choose his/her sponsor and no AFFILIATE may pressure, harass, intimidate or force anyone to buy anything or take any action they do not otherwise wish to take. Further, no AFFILIATE may force or require any prospective or new AFFILIATE or customer to agree to anything or sign any agreement other than the standard Affiliate Agreement.
Section 5 – Conflicts of Interest
5.1 Participation in Other Direct Sales Companies
AFFILIATES may participate in other direct sales, network marketing, or multi-level marketing company or opportunity, as long as they don't violate any provision of the Agreement. The AFFILIATE must ensure that his or her participation in other companies does not interfere with VITAL HEALTH'S operations as well as it doesn't damage any of VITAL HEALTH'S downline organizations. Under no circumstances may an AFFILIATE present VITAL HEALTH products or business along with any other company's products, services or opportunities.
5.2 Non-solicitation
During the term of the Agreement, an AFFILIATE shall not engage in any actual or attempted recruitment or enrollment of any AFFILIATE for other network marketing, direct sales or similar ventures, either directly, indirectly or through a third party. This includes, but is not limited to, presenting or assisting in the presentation of another network marketing or direct sales company to any AFFILIATE or Customer, or implicitly or explicitly encouraging any AFFILIATE or Customer to join another or do business with another company.
1) For a period of twelve months following the termination of the Agreement for any reason, the former AFFILIATE is strictly prohibited from recruiting or attempting to recruit any AFFILIATE or Retail Customer for another network marketing or direct sales venture. By agreeing to the AFFILIATE Agreement, each AFFILIATE acknowledges and agrees that VITAL HEALTH is trying to protect legitimate business interests by this prohibition and such prohibition is reasonable in its scope and duration.
2) During the term of the Agreement, an AFFILIATE may not:
(a) Produce, offer or transfer any literature, tapes, CDs, DVDs or other promotional material of any nature for another network marketing or direct sales venture which is used by the AFFILIATE or any third person to recruit AFFILIATES or Retail Customers for that or any other network marketing venture;
(b) Sell, offer to sell, or promote any competing non-VITAL HEALTH products or services to AFFILIATES or Retail Customers (any product in the same generic product category as a VITAL HEALTH product is deemed to be competing (e.g., any nutritional supplement is in the same generic category as VITAL HEALTH nutritional supplements, and is therefore a competing product, regardless of differences in cost, quality, ingredients or nutrient content);
(c) Offer VITAL HEALTH products or promote the VITAL HEALTH Compensation Plan in conjunction with any non-VITAL HEALTH products, services, business plan, opportunity or incentive; or
(d) Offer any non-VITAL HEALTH products, services, business plan, opportunity or incentive at any VITAL HEALTH meeting, seminar, launch, convention or other VITAL HEALTH function, or immediately following such event.
3) During the term of the Agreement and for a period of twelve months after its termination for any reason, AFFILIATE shall not contact any vendor, consultant, employee or agent of VITAL HEALTH for the purpose of starting a direct sales company or for the purpose of assisting or joining any existing direct sales company.
4) During the term of the Agreement and for a period of twelve months after its termination for any reason, AFFILIATE shall not attempt to copy, manufacture, reverse engineer or produce for sale or distribution any product sold, manufactured by, or produced for VITAL HEALTH.
5.3 Targeting Other Direct Sellers
VITAL HEALTH does not encourage AFFILIATES to target the sales force of another network marketing or direct sales company to sell VITAL HEALTH products or to become AFFILIATES, nor does VITAL HEALTH encourage AFFILIATES to solicit or entice members of the sales force of another direct sales company to violate the terms of their contract with such other company. AFFILIATES will be responsible for their own conduct and VITAL HEALTH will not indemnify or defend an AFFILIATE should another company bring any legal action alleging unethical or inappropriate business conduct.
5.4 Cross-Sponsoring
Actual or attempted cross-sponsoring is strictly prohibited. "Cross-Sponsoring" is defined as the enrollment or attempted enrollment of an individual or entity which already has an Affiliate Application and Agreement on file with VITAL HEALTH, or which has had such an agreement within the preceding six (6) calendar months, within a different line of sponsorship.
The use of a spouse's or relative's name, trade names, DBAs, assumed names, corporations, partnerships, trusts, federal ID numbers, or fictitious ID numbers to circumvent this policy or any other provision of the Agreement is strictly prohibited.
AFFILIATES shall not demean, discredit or defame other AFFILIATES in an attempt to entice another AFFILIATE to become part of a different AFFILIATES Marketing Organization. If Cross Sponsoring is discovered, it must be brought to VITAL HEALTH's attention immediately.
VITAL HEALTH may take action against the AFFILIATE who changed organizations and/or those AFFILIATES who encouraged or participated in the Cross-Sponsoring. VITAL HEALTH may also move all or part of the offending AFFILIATE'S downline to his or her original Downline organization if the Company deems it equitable and feasible to do so. However, VITAL HEALTH is under no obligation to move the Cross-Sponsored AFFILIATE'S downline organization, and the ultimate disposition of the organization remains within the sole discretion of VITAL HEALTH.
AFFILIATES waive any and all claims and causes of action against VITAL HEALTH arising from or relating to the disposition of the Cross-Sponsored AFFILIATE'S downline organization.
5.5 Bonus Buying and Stacking
Bonus Buying and/or AFFILIATE Stacking is strictly prohibited and will not be tolerated under any conditions or circumstances.
"Bonus buying" is manipulating the compensation plan to generate any bonuses and/or commissions for other than a legitimate product sale and includes, but is not limited to:
(1) the enrollment of individuals or entities without their knowledge and/or execution of an Affiliate Application and Agreement by such individuals or entities;
(2) the fraudulent enrollment of an individual or entity as an AFFILIATE or Retail Customer;
(3) the enrollment or attempted enrollment of non-existent individuals or entities as AFFILIATES or Retail Customers;
(4) the use of a credit card by or on behalf of an AFFILIATE or Retail Customer when the AFFILIATE or Retail Customer is not the account holder of such credit card;
(5) purchasing VITAL HEALTH product on behalf of another AFFILIATE or Customer or under another AFFILIATE'S AFFILIATE number, or Customer ID to qualify for commissions, bonuses or incentives and/or
(6) the creation of any order or volume not the result of a legitimate sale transaction in the normal course of business.
"Stacking" includes: (1) the failure to transmit applications to VITAL HEALTH in a timely manner or the holding of a member agreement in excess of (2) business days after its execution. (2) The manipulation of member agreements for the purpose of maximizing compensation pursuant to the Compensation plan (3) providing financial assistance to members, buying products, or drop shipping through another's account for the purpose of increasing the payout of your sales organization and/or (4) the placing of orders or volume so as to deprive an upline sponsor of commissions or bonuses they should otherwise be entitled to receive.
Section 6 – Communication and Confidentiality Within VITAL HEALTH
6.1 Downline Activity (Genealogy Reports)
Downline Activity Reports are available for AFFILIATE access and viewing through the secure AFFILIATE Back Office. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets and are owned exclusively by VITAL HEALTH. VITAL HEALTH will not be responsible for any errors, incorrect or missing information that may be included or excluded from any report.
Downline Activity Reports are provided to AFFILIATES in strictest confidence and are made available to AFFILIATE for the sole purpose of assisting AFFILIATES in working with their respective Downline Organizations in the development of their VITAL HEALTH business under the Agreement. AFFILIATES should use their Downline Activity Reports to assist, motivate and train their Downline AFFILIATE and support their customers.
The AFFILIATE and VITAL HEALTH acknowledge and agree that, but for this agreement of confidentiality and nondisclosure, VITAL HEALTH would not provide Downline Activity Reports to the AFFILIATE. An AFFILIATE shall not, on his/her own behalf, or on behalf of any other person or entity:
1) Directly or indirectly disclose any information contained in any Downline Activity Report to any third party;
2) Directly or indirectly disclose the password or other access code to his/her Back Office or Downline Activity Report;
3) Use the information to compete with VITAL HEALTH or for any purpose other than promoting his/her VITAL HEALTH business;
4) Recruit or solicit any AFFILIATE, or Retail Customer of VITAL HEALTH listed on any report, or in any manner attempt to influence or induce any AFFILIATE or Retail Customer, to alter their business relationship with VITAL HEALTH;
5) Use or disclose to any person or entity any information contained in any Downline Activity Report. Upon demand by the Company, any current or former AFFILIATE will return the original and all copies of any Downline Activity Reports to the Company; and
6) It is a violation of the Agreement for an AFFILIATE or any third party to access any data via reverse engineering, keystroke monitoring, hacking or by any other means.
6.2 Communication Opt-in
AFFILIATES agree that VITAL HEALTH or a party acting on its behalf may contact you by any means available, including, but not limited to a landline or cellular telephone using automated technology (e.g., an autodialer or pre-recorded messaging), text messaging or email. You consent and agree to VITAL HEALTHs contacting you in this manner at the address, telephone number(s) or email address that you provided or as updated.
You understand that your carrier's standard rates may apply for calls and/or text messages. You understand that you may opt-out of receiving text messages at any time by replying "STOP." You understand that your consent is not a condition of purchase. You consent and agree to the VITAL HEALTH Privacy Policy when you agree and submit this AFFILIATE Agreement.
6.3 AFFILIATE Media and Likeness Use Consent and Release
By submitting the AFFILIATE Agreement, you authorize VITAL HEALTH to use your name, testimonials, and/or likeness in any VITAL HEALTH advertising or promotional materials in any media without remuneration. Additionally, you consent to and authorize the use and reproduction of any photographs taken by or supplied to VITAL HEALTH and further consent to the use and reproduction of any quotes, testimonials, stories, conversations on social networking media for any print or electronic publicity, marketing or promotional purposes, without remuneration.
Section 7 – Advertising and Promotion
7.1 General
Any advertising or promotion of the VITAL HEALTH opportunity or VITAL HEALTH products must safeguard the good reputation of VITAL HEALTH and demonstrate good business practice. Under no circumstances is it ever permissible to use unprofessional, discourteous, false, deceptive, misleading, unethical or immoral conduct, claims or practices in the promotion of VITAL HEALTH and its products.
AFFILIATES must take all reasonable care to ensure that any advertising, promotion or postings are professional, grammatically correct and non-offensive. AFFILIATES should only use the sales aids and support materials produced by VITAL HEALTH.
We have carefully designed our products, product labels, Compensation Plan and promotional materials to ensure that the presentation of each aspect of VITAL HEALTH is professional, fair, truthful, substantiated, accurately presented and in compliance with applicable laws or regulations.
VITAL HEALTH reserves the right, at its discretion, to edit or discontinue previously approved AFFILIATE materials. VITAL HEALTH further reserves the right to rescind approval for any sales tools, promotional materials, advertisements or other literature, and AFFILIATES waive all claims for damages or remuneration arising from or relating to such rescission.
As these compliance policies are vital to the long-term stability of VITAL HEALTH and the preservation of the opportunity for all, these advertising policies will be strictly enforced. Using non-approved material or failing to obtain approval for marketing materials of any kind may result in disciplinary actions as set forth in Section 13.1 below.
7.2 Trademarks and Copyrighted Material
VITAL HEALTH does not allow the use of its trademarks, trade names, designs, symbols or copyrighted material by any person or entity, including AFFILIATES, without prior written permission or unless such content is specifically prepared or approved for use by AFFILIATES.
AFFILIATES may not produce for sale or distribution, any recorded VITAL HEALTH events, speeches and/or presentations without express written consent from VITAL HEALTH.
Further, AFFILIATES may not use any name or portion of any name exactly like, similar to or a variation of any VITAL HEALTH product, service, associated person or entity in the title, address, domain name, URL, social media page, username, team names, heading, handle or in any context that could be confusing, misleading or deceptive as to the origin or source of the given material or communication.
7.3 Identification as AFFILIATE
In instances where it is permitted under these Policies and Procedures to use the VITAL HEALTH name or other related material, it can only be done with proper identification as an AFFILIATE. There can never be any situation where there could be confusion as to whether an AFFILIATE was acting as the corporate VITAL HEALTH entity. Where it is permitted for an AFFILIATE to use a VITAL HEALTH logo, we have made specific AFFILIATE versions of VITAL HEALTH logos available in your AFFILIATE Back Office.
7.4 AFFILIATE Websites
AFFILIATES may only utilize the VITAL HEALTH-provided replicating website to promote their VITAL HEALTH business. Any other website utilized by an AFFILIATE would have to be completely generic with no direct reference to VITAL HEALTH or its products or opportunity, and otherwise compliant with any applicable laws, rules or regulations.
The VITAL HEALTH replicated websites and corporate website contain professionally prepared material designed to help you promote and sell. Even generic or otherwise unidentified websites may not make any product or income claims which refer to VITAL HEALTH or VITAL HEALTH products and services.
7.5 E-Mail or Electronic Advertising
An AFFILIATE may not advertise or promote VITAL HEALTH or VITAL HEALTH products and services or use any VITAL HEALTH trademarks or copyrighted material in any electronic media or transmission, including e-mail, the internet, social media or otherwise, unless specifically approved by VITAL HEALTH.
Internet advertising and/or mass promotion must be generic, without use of VITAL HEALTH trademarks, trade names or copyrighted material. "Spamming" or the unsolicited mass distribution of e-mails, faxes or other media in violation of any applicable law, rule or regulation is absolutely prohibited.
Neither shall any AFFILIATE ever publish, post, upload, distribute or communicate through any media, any unprofessional, inappropriate, profane, obscene, defamatory, misleading, untrue, false, indecent, infringing or unlawful statements, claims, material, information or data.
7.6 Online or Other Classified Ads
AFFILIATES may not use classified ads, whether published or online classifieds, including, but not limited to, Craigslist, to list, sell or retail specific VITAL HEALTH products, product bundles or the opportunity. Generic ads, designed to solicit responses, are permissible so long as otherwise compliant with any applicable laws, rules or regulations.
7.7 Online Auction Sites
VITAL HEALTH and its products and services may not be listed on eBay or other online auctions, nor may AFFILIATES enlist or otherwise allow or facilitate a third party to sell VITAL HEALTH products on eBay or other online auctions.
7.8 Online Retailing
AFFILIATES may not list or sell VITAL HEALTH products and services on any retail store or ecommerce site, including Amazon.com, Ebay.com, Walmart.com or the like (with the exception of their own VITAL HEALTH-provided replicated website).
Additionally, AFFILIATES may not (1) enlist or otherwise allow a third party to sell VITAL HEALTH products through or on any online retail store or ecommerce site or (2) sell products to a third party that the AFFILIATE has reason to believe will sell such products on any online retail store, e-commerce site or other unauthorized method.
7.9 Banner Advertising
AFFILIATES may place VITAL HEALTH-approved banner advertisements on third-party websites. They may only use the VITAL HEALTH approved templates and images available through the resources section of their VITAL HEALTH Back Office. The banner must link directly back to the AFFILIATE'S VITAL HEALTH replicated website and cannot be varied, altered, revised or contain any additional information such as pricing, discounts or promotions.
Discretion must be used by the AFFILIATE in determining the appropriateness of the third party website that the banner may be posted on and VITAL HEALTH reserves the right to request that an AFFILIATE remove a banner ad from a website that VITAL HEALTH, in its sole discretion, determines to be inappropriate.
7.10 "Spam Linking"
"Spam linking," or the multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums is not permitted. This includes blog spamming, blog comment spamming and/or spam-dexing. Any otherwise permissible comments an AFFILIATE may make on blogs, forums, guest books, etc., must be unique, informative, relevant and otherwise permissible.
7.11 Digital Media Submission
AFFILIATES may not upload, submit or publish VITAL HEALTH-related video, audio or photo content to any digital media or website such as Facebook, YouTube, iTunes, Photobucket or similar site.
7.12 Product Claims
No claims, which include personal testimonials, as to therapeutic, curative or beneficial properties of any products offered by VITAL HEALTH may be made except those contained in official VITAL HEALTH materials. In particular, no AFFILIATE may make any claim that VITAL HEALTH products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases or signs or symptoms of disease.
Not only are such claims violations of VITAL HEALTH policies, but they potentially violate applicable laws, including, but not limited to, federal and state laws and regulations, such as the Federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act.
An AFFILIATE that provides product experience testimonials in any medium should use care to disclose their affiliation with VITAL HEALTH, i.e., "VITAL HEALTH AFFILIATE," be honest in their testimonial personal experience and assert that they are not claiming that their experience is the typical result experienced by consumers. Unless specifically warranted in writing by VITAL HEALTH, there are no specific results guaranteed to be achieved as a result of the use or consumption of VITAL HEALTH products and services.
7.13 Income Claims
When presenting or discussing the VITAL HEALTH opportunity or Compensation Plan to a prospective AFFILIATE, AFFILIATES may not make income projections, income claims, income testimonials, or disclose their VITAL HEALTH income, or the income of any other VITAL HEALTH AFFILIATE. Nor may AFFILIATES make lifestyle income claims.
A lifestyle income claim is a statement or depiction that infers or states that the AFFILIATE is able to enjoy a luxurious or successful lifestyle due to the income they earn from their VITAL HEALTH business. Examples of prohibited lifestyle claims include, but are not limited to, the following types of representations:
a) That an AFFILIATE (or his/her spouse) was able to quit his/her job;
b) That an AFFILIATE was able to replace his/her income from a job;
c) That an AFFILIATE was able to pay for a child's private school or college education due to his/her VITAL HEALTH earnings;
d) That an AFFILIATE was able to acquire expensive or luxury material possessions (e.g., homes, cars, jewelry, boats, recreational vehicles, etc.); or
e) That because of his/her VITAL HEALTH earnings an AFFILIATE was able to travel to exotic or expensive destinations.
The foregoing income claims restrictions apply to in-person presentations as well as promotional materials distributed by an AFFILIATE including social media postings.
7.14 Compensation Plan and Opportunity Claims
When presenting or discussing the VITAL HEALTH Compensation Plan and/or the VITAL HEALTH opportunity, AFFILIATES must make it clear to prospects that financial success in VITAL HEALTH requires commitment, effort, and sales skill. AFFILIATES must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include, but are not limited to:
a) It's a turnkey system;
b) The system will do the work for you;
c) Just get in and your downline will build through spillover;
d) Just join and I'll build your downline for you;
e) The Company does all the work for you;
f) You don't have to sell anything; and
g) All you have to do is buy your products every month.
The above are just examples of improper representations about the Compensation Plan and the Company's program. It is important that AFFILIATES do not make these, or any other representations, that could lead a prospect to believe that they can be successful as an AFFILIATE without commitment, effort, and sales skill.
7.15 Product Pricing
AFFILIATES may not advertise or offer to sell VITAL HEALTH products or services at any price lower than the suggested retail price of the applicable product. Further, no special offers or enticements beyond the normal VITAL HEALTH product offerings may be made or packaged with VITAL HEALTH products and/or services.
Any offer to sell VITAL HEALTH products and/or services must be truthful and cannot contain misleading statements such as "lowest price available" which infers that an AFFILIATE is able to sell products at a lower price than other AFFILIATES.
7.16 Re-Packaging
No AFFILIATE may re-package, re-brand or otherwise alter packaging or labeling in any way, any VITAL HEALTH product or service. The giving of tasting samples at a VITAL HEALTH home party or meeting is permitted.
7.17 Use of Celebrity Name or Likeness
No AFFILIATE may imply that VITAL HEALTH is associated with or endorsed by a particular person, entity or celebrity. No name or likeness of a celebrity, group or entity may be published by AFFILIATES without prior written approval of VITAL HEALTH.
7.18 Scientific Advisory Board and Other Consultants
VITAL HEALTH has established relationships with many preeminent scientific, marketing, public relations, business, legal and other professionals. AFFILIATES must refrain from contacting or attempting to contact any such professional or advisor unless specifically authorized in writing to do so by VITAL HEALTH. No AFFILIATE may claim or imply that he/she has any special relationship or privilege with any such professional or advisor.
7.19 International Marketing
AFFILIATES are authorized to sell VITAL HEALTH products, enroll Retail Customers, or AFFILIATES only in countries in which VITAL HEALTH is authorized to conduct business as announced in official VITAL HEALTH materials or on the VITAL HEALTH corporate website.
However, before initiating any VITAL HEALTH-related activities in any authorized country, an AFFILIATE must first complete and submit the VITAL HEALTH International Enrollment Application to the Compliance Department. Once such application has been received and approved, as evidenced by written authorization by a member of the Compliance Department, the AFFILIATE may begin activities in any authorized country in accordance with the applicable terms and conditions of that country.
7.20 "Pre-Market" International Marketing
An AFFILIATE, in preparing for the opening of a new country, prior to the official opening of a country, but after its announcement, may provide business cards and conduct, organize or participate in meetings with no more than five (5) attendees, including the AFFILIATE. Other attendees must be personal acquaintances or acquaintances of personal acquaintances. These meetings must be held in a home or a public establishment but may not be held in a private hotel room.
AFFILIATES are prohibited from any other Pre-Market conduct, including, but not limited to soliciting persons who are not prior personal acquaintances, importing, selling or distributing VITAL HEALTH products, placing unapproved ads or distributing promotional material, collecting money or other consideration, etc.
7.21 Telemarketing
AFFILIATES may not use automated systems, including, but not limited to robo-dialers and computer assisted devices, nor may they conduct any telephone, fax, computer or other telemarketing activity that does not comply with the Federal Telephone Customer Protection Act or any other federal and/or state laws pertaining to sales and solicitation via electronic devices.
7.22 Spam
AFFILIATES may not send or transmit unsolicited e-mails or faxes related to VITAL HEALTH via telephone, facsimile, electronic mail or any similar method.
7.23 Third Party Intellectual Property
AFFILIATES may not use the intellectual property, including the trademarks, trade names, service marks or intellectual property of any third party in any promotional materials or online postings without proper license of authorization of the owner of that intellectual property.
When third party intellectual property is used with authorization, it must be properly identified as the property of the third party, and the AFFILIATE must adhere to any restrictions and/or conditions that the rightful owner of the intellectual property places on its use.
7.24 Privacy
An AFFILIATE must respect the privacy of others in any posting or promotion. AFFILIATES are prohibited from using the name, likeness, testimonial, story or information relating to any individual or entity unless authorized to do so. AFFILIATES should never engage in gossip, rumors or speculation with respect to people, entities, products or services. It is never permissible under any circumstances to post any false, misleading or unconfirmed information or statements about anyone, anything or any entity in any forum or media.
7.25 Media
AFFILIATES may not promote VITAL HEALTH or VITAL HEALTH products through interviews with the media, whether audio, video, printed or verbal, regardless of distribution or broadcasting method, whether, private, public, local, national or international, unless specifically authorized in writing by VITAL HEALTH. Media inquiries should immediately be referred to the VITAL HEALTH Marketing Communications Department.
Further, unless otherwise authorized, AFFILIATES may not use any form of media or other mass communication or mass advertising to promote VITAL HEALTH or VITAL HEALTH products. This would include, but not be limited to television shows, podcasts, news or promotional pieces on television, radio or the internet, etc.
7.26 Social Media
VITAL HEALTH maintains a public Facebook page and other public social media forums which it uses to invite potential customers and AFFILIATES to learn more about VITAL HEALTH. These are not intended to be used by AFFILIATES to promote or sell. AFFILIATES may not attempt to use such social media to otherwise promote, sell or advertise.
VITAL HEALTH reserves the right at its sole discretion to remove any non-compliant postings or messages from VITAL HEALTH-controlled social media. VITAL HEALTH may also maintain private or closed social media forums for various purposes including education and open forum discussions. If an AFFILIATE is invited to join these password protected groups, that AFFILIATE may not allow access or otherwise disseminate the information contained or obtained from a private group.
7.27 Other Internet Use
AFFILIATES otherwise complying with the Agreement may use the Internet, social networking sites, blogs, social media and applications and other sites with content based on user participation as a preliminary step to ultimately drive traffic to their VITAL HEALTH replicated website.
The goal of such use should not be to close business through those sites, but only to generate interest in finding out more about VITAL HEALTH or VITAL HEALTH products and services through the replicated website or other VITAL HEALTH approved material. AFFILIATES agree that they shall not make use of income claims, product claims, or compensation plan or opportunity claims in any content that they generate or post on the Internet, including social media and blogs. See Sections 7.12, 7.13, and 7.14 above.
7.28 Prohibited Advertising or Promotion
Under no circumstances may any AFFILIATE ever publish, written or verbally, in any media or forum, post, state, distribute or provide any material or information that could be considered offensive sexually explicit, obscene, pornographic, profane, hateful, threatening, harmful, defamatory, libelous, harassing, racist, discriminatory based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise.
Further, an AFFILIATE may never publish graphically violent images, solicit unlawful behavior or engage in attacks on any individual group or entity. It shall be at VITAL HEALTH's sole discretion in determining whether such material is prohibited and the AFFILIATE must immediately take down the non-compliant material or face disciplinary action including termination.
7.29 Not-For Resale (or NFR Jurisdictions)
There are certain countries or jurisdiction where residents of that jurisdiction are permitted to import VITAL HEALTH products for personal use only. VITAL HEALTH or VITAL HEALTH products may not otherwise be sold or re-sold in those jurisdictions.
7.30 Negative Online Posts
AFFILIATES should not engage or converse online in response to or with respect to negative posts about them. You may report such negative postings to the VITAL HEALTH Compliance Department and if there is anything that can be done, VITAL HEALTH will take appropriate action.
7.31 Implied Approval or Endorsement
An AFFILIATE may never state, imply or represent that VITAL HEALTH or VITAL HEALTH products are endorsed, approved or sanctioned by any agency or organization, including, but not limited to the Federal Trade Commission (FTC) or the Food and Drug Administration (FDA). Government regulatory agencies do not approve or endorse any direct selling companies or their products. It is also not permissible to imply the use of or endorsement of VITAL HEALTH products by any non-governmental agency, business, group or celebrity.
Section 8 – Sales
8.1 Commercial Outlets
Direct sales are based on personal relationships and VITAL HEALTH strongly encourages the retailing of its products and services through personal contact. Therefore, AFFILIATES may not display or sell VITAL HEALTH products or literature in general retail establishments. AFFILIATES may, however, promote VITAL HEALTH and VITAL HEALTH products through appointment-based establishments such as hair salons, spas or chiropractic offices.
8.2 Trade Shows and Exhibitions
AFFILIATES may display and/or sell VITAL HEALTH products at trade shows or professional expositions. VITAL HEALTH limits this to one AFFILIATE per show, so prior, conditional approval must be obtained through the VITAL HEALTH Compliance Department. The Compliance Department will instruct the AFFILIATE what is necessary for final approval which will not be unreasonably withheld and will be based on the first fully-completed submission.
VITAL HEALTH reserves the right to determine, in its sole discretion, whether a particular trade show or exhibition is inappropriate for displaying any VITAL HEALTH products or material. Swap meets, garage sales, flea markets and similar events are not appropriate venues for the promotion of VITAL HEALTH and its products.
8.3 Inventory
AFFILIATES are not required to carry an inventory of products or sales aids. Those may be purchased as needed to fulfill sales to AFFILIATES or customers. An AFFILIATE may wish to carry a certain level of inventory for quicker fulfillment but this is optional and based on an AFFILIATE'S individual situation.
Nothing in this section shall be construed to prevent AFFILIATES from maintaining reasonable product on hand to service their customers. The purchasing of inventory simply to qualify for bonuses or commissions is prohibited and no AFFILIATE should do so or encourage others to do so. Inventory levels should not unreasonably exceed amounts that can be used, sold or consumed within one month.
8.4 Sales Receipts
AFFILIATES must provide their retail customers that purchase merchandise directly from the AFFILIATE with two copies of an official VITAL HEALTH sales receipt at the time of the sale and advise them of the three-day right to rescind the transaction, which is set forth on the receipt. AFFILIATES must maintain copies of all retail sales receipts for a period of two years and furnish them to VITAL HEALTH at the Company's request. Sales receipts can be downloaded in PDF format from the AFFILIATE Back-Office.
Retail customers who purchases from an AFFILIATE'S Replicated Website need not be provided with a sales receipt as the receipt will automatically be sent to the customer by the Company via email at the time the order is placed.
8.5 Three Day Right of Cancellation for Retail Customers
Except as provided herein for residents of Alaska and certain residents of North Dakota, Retail Customers have three business days within which to cancel a purchase and obtain a full refund. AFFILIATES and Preferred Customers likewise have three business days within which to cancel their initial purchase of VITAL HEALTH products or services and obtain a full refund (subsequent purchases made by AFFILIATES and Preferred Customers are not subject to this right of cancellation).
The three business day time limit is extended to five business days for residents of Alaska and is extended to 15 days for residents of North Dakota who are 65 or older. An explanation of these rights is contained on the official VITAL HEALTH sales receipt.
Section 9 – Bonuses and Commissions
9.1 Qualifications
An AFFILIATE is responsible for legitimately fulfilling all requirements and/or qualifications as stated in the VITAL HEALTH Compensation Plan. Aside from the requirements and qualifications in the Compensation Plan, AFFILIATES must otherwise be in good standing and in compliance with the terms and conditions of the Agreement.
VITAL HEALTH reserves the right in its sole discretion, to change, amend, modify or revise the Compensation Plan as appropriate. Any dispute as to whether a given requirement or qualification was met or achieved by an AFFILIATE will be resolved at the sole discretion of VITAL HEALTH.
9.2 Commissions Processing
If an AFFILIATE chooses to receive a wire transfer or electronic processing of a commission, bonus or other payment, then a $5.00 processing fee will apply. Further, no check will be issued until the net amount exceeds $10.00. Commissions or bonuses lower than $10.00 will accrue and will not be forfeited so long as an AFFILIATE remains active and in good standing.
9.3 Replacement Checks
Any check having to be replaced or reissued through no fault of VITAL HEALTH, shall be subject to a $35.00 charge.
9.4 Adjustments and Clawbacks
VITAL HEALTH reserves the right to withhold, adjust or deduct commissions or bonuses from any AFFILIATE as necessary. This may be due to returned products, cancelled orders, orders with invalid payments, product buybacks, or qualification rollbacks (where a certain level is no longer achieved based on returned, cancelled or invalid orders). Deductions may continue for multiple periods until the full amount is recovered.
9.5 Unclaimed Commissions
Any commission, bonus or other payment shall be void if not used or negotiated within six months from issuance. AFFILIATES are responsible for negotiating any payment within six months. Further, account credits must be used within six months. If there are no commissions withdrawn within this period, Vital Health reserves the right to keep the monetary amount and pay the commission in products or product credit to an equal value.
9.6 Incentive Trips and Awards
VITAL HEALTH may, in its sole discretion, provide incentive trips and other awards to qualified AFFILIATES. VITAL HEALTH will determine the guidelines and criteria for such awards. Those awards cannot be deferred, will have no cash value and, if required, VITAL HEALTH will issue a 1099 for the applicable amount.
VITAL HEALTH, other than providing the applicable award, will not be responsible for any additional costs, fees or expenses incurred by an AFFILIATE with respect to such award. The AFFILIATE will indemnify, defend and hold VITAL HEALTH harmless from any claim, injury, loss or damages sustained by AFFILIATE or guest of AFFILIATE with respect to participation in such trip or award.
9.7 "70 Percent Rule"
VITAL HEALTH does not encourage nor does it require inventory loading or large inventory purchases. Therefore, in order to remain qualified to receive commissions or bonuses, AFFILIATES must certify before placing a product order, that they have used, sold or consumed at least 70 percent of products previously purchased. This rule is not intended to discourage the maintaining of reasonable inventory to best service your retail customers.
Section 10 – Product Ordering
10.1 Purchasing Product
AFFILIATES should purchase products directly from VITAL HEALTH under his/her AFFILIATE number. AFFILIATES are not required to purchase any specific amount of product or level or inventory. Any purchases made from other sources are prohibited and the AFFILIATE will not receive credit for sales volume associated with that order.
10.2 General Ordering Policies
It is the AFFILIATE'S responsibility to ensure that all orders, through mail, internet, telephone or otherwise, contain valid and proper payment. When there is improper or invalid payment, VITAL HEALTH will make reasonable attempts to obtain valid payment, but if such payment is not received within 5 business days, then the order will not be processed. There are no payment plans, nor are charge-on-delivery, C.O.D. or other deferred payment methods available or accepted.
10.3 Shipping and Back Orders
VITAL HEALTH always makes its best effort to expeditiously ship orders. If, however, an ordered item is out of stock, it will be placed on back order and shipped when received into VITAL HEALTH inventory. VITAL HEALTH will notify AFFILIATES if there will be an unreasonable delay and, if so, AFFILIATES will have the opportunity to cancel or revise the order. Keep in mind that no volume credit will be received, nor will commissions be paid, on cancelled orders.
10.4 Shipment Confirmation
VITAL HEALTH takes pride in achieving the highest level of shipping efficiency and in the rare situations that there is an error in shipping, will take all reasonable steps to resolve the problem. It is the AFFILIATE'S or recipient's responsibility, however, to confirm that a product shipment matches the shipping invoice and is undamaged.
AFFILIATES must immediately notify VITAL HEALTH of any shipping discrepancy or damage, but in no event can notice to VITAL HEALTH exceed more than five business days of delivery of shipment. AFFILIATES who wait longer than five business days to notify VITAL HEALTH will be deemed to have waived the right to any correction of a shipping problem.
10.5 Customer Payment
AFFILIATES should not hold or accept monies from Retail Customers to be held in anticipation of future orders.
10.6 Insufficient Funds
AFFILIATES are responsible for ensuring that there are sufficient funds or credit available in his/her account to cover any monthly Autoship order, auto replenishment order or subscription. VITAL HEALTH is not obligated to contact AFFILIATES for any scheduled Autoship order, auto replenishment order or subscription that does not process due to invalid or insufficient payment.
Cancelled or unprocessed orders may result in failure to qualify at a given level. VITAL HEALTH reserves the right to charge a fee to cover the re-processing of any order due to invalid payment provided at original time of order.
10.7 Third Party Credit Card Use
AFFILIATES shall not allow other AFFILIATES or Customers to use his/her credit card or other form of payment, nor shall any AFFILIATE use or attempt to use another person's credit card or other form of payment.
10.8 Sales and Use Tax
VITAL HEALTH charges and collects applicable sales and use taxes, based on suggested retail price, on purchases made by AFFILIATES or customers and will remit those taxes collected to the respective state taxing authority. AFFILIATES who choose to accept responsibility for their own sales tax collection and remittance may submit a valid Sales Tax Exemption Certificate and Sales Tax Registration License.
VITAL HEALTH in its sole discretion will determine whether such tax exemption papers apply to any given order and no sales tax exemption will ever be retroactive.
10.9 Chargeback Policy
When VITAL HEALTH receives a chargeback notice, the account in which the service was purchased will be immediately blocked, and all associated services in the account will be terminated immediately without exception and all pending bonuses will be held. Clawbacks will be applied to any commissions earned by any qualifying affiliates. A chargeback is grounds for immediate termination.
Section 11 – Product Returns
11.1 Product Guarantee
VITAL HEALTH offers its retail consumers a 30 day guarantee. Product and marketing materials returned within thirty (30) days after the purchase shall receive a 90% refund of the price actually paid, less shipping and handling costs. Consumers must provide any requested documentation relating to the sale and no refund shall apply to promotional products or samples. AFFILIATES must refund any amounts collected by them and not by VITAL HEALTH.
11.2 Inventory Repurchase
An AFFILIATE who resigns, which resignation must be in writing, may return product or marketing materials purchased within the last 12 months prior to resignation, or longer if required by law, that is otherwise in good condition and resalable subject to VITAL HEALTH's determination. Upon compliance with all applicable requirements, a full refund, less a 10% restocking fee and shipping and handling costs, will be issued by the Company.
Any product that cannot be sold or is opened, used, damaged, expired, or within three (3) months of expiration, will not be eligible for a refund. Please allow for up to twenty (20) days from the time that the product is received for the refund to be processed.
VITAL HEALTH may withhold or deduct any commissions, bonuses or other compensation earned as a result of qualifications utilizing product now being returned. AFFILIATE Support must be contacted prior to shipping product back, so that you may obtain a Return Merchandise Authorization ("RMA") number and properly identify the product being returned.
Obtaining an RMA does not mean that the product falls within the repurchase policy. That determination can only be made after product is received by VITAL HEALTH. VITAL HEALTH is not under any obligation to accept any returns not properly identified with an RMA number. Further, VITAL HEALTH is under no obligation to return any products received that do not fall under the repurchase policy.
11.3 Exceptions
Previously paid bonuses or commissions may be reversed or adjusted as a result of the returns, cancellations and at the sole discretion of VITAL HEALTH. Any Commissions paid to the AFFILIATE and his/her upline for the product returned by an AFFILIATE or customer may be debited from the respective upline AFFILIATE'S account or withheld from present or future commission payments.
An AFFILIATE agrees that he or she will not rely on existing downline volume at the close of a commission's period, as returns may cause changes to his or her title, rank and/or commissions payout.
11.4 Montana Residents
An AFFILIATE who resides in Montana may cancel the Agreement within 15 days from the date on which this application is submitted and may return his or her sales kit within such time and is entitled to a full refund for the sales kit and for any other consideration he/she paid within such time period to participate in the program.
11.5 Louisiana, Massachusetts, and Wyoming Residents
If a resident of Louisiana, Massachusetts, or Wyoming cancels the Agreement, upon receipt of a written request from such canceling AFFILIATE, VITAL HEALTH will refund 90% of the costs incurred by such canceling AFFILIATE to participate in the program during the one-year period immediately preceding the date of the cancellation.
11.6 Maryland Residents
An AFFILIATE who resides in Maryland may cancel the Agreement for any reason within 3 months after the date of receipt of goods or services first ordered; upon cancellation, the Company shall repurchase the goods; and the repurchase price shall be at least 90% of the original price paid by the AFFILIATE.
11.7 Puerto Rico Residents
A Puerto Rico resident may cancel the Agreement at any time within 90 days from the date of enrollment, or at any time upon showing the Company's noncompliance with any of the essential obligations of the distribution contract or any act or omission by the Company adversely affecting the interests of the cancelling AFFILIATE in the development of the market of the properties or services.
Such cancellation must be sent to the Company in writing and sent via registered mail. If a Puerto Rico resident cancels under these conditions, the Company shall:
(a) Reacquire the total of the products that he/she purchased from the Company which are in his/her possession and in good condition at a price of not less than ninety percent (90%) of their original net cost;
(b) Return to the cancelling AFFILIATE not less than ninety percent (90%) of the original net cost of any services that he/she acquired from the Company;
(c) Return 90% of any sum paid by the cancelling AFFILIATE for the purpose of participating in the business.
Section 12 – General
12.1 Identification
All AFFILIATES are required to provide, and certify the accuracy of, their Social Security Number, Federal Employer Identification Number, (US & Territory Residents) or equivalent government issued identification number, to VITAL HEALTH on the Affiliate Application and Agreement. Such number will be maintained securely by VITAL HEALTH and is required for proper tax reporting.
Upon enrollment, VITAL HEALTH will provide a unique Affiliate Identification Number (AFFILIATE number) to the AFFILIATE by which he/she will be identified. This number will be used to place orders and track commissions and bonuses.
12.2 Income Taxes
Each AFFILIATE is responsible for paying all applicable local, state, and federal taxes on any income generated as a result of his/her VITAL HEALTH business. If an AFFILIATE is tax exempt, the applicable federal tax identification number must be provided to VITAL HEALTH.
Every year, as required, VITAL HEALTH will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. AFFILIATE who: (1) had earnings of over $600 in the previous calendar year; (2) made purchases during the previous calendar year in excess of $5,000; or (3) earned an incentive award trip.
12.3 Business Pursuits Insurance
An AFFILIATE is responsible for and may wish to arrange insurance coverage for their independent business. Be advised that a homeowner's insurance policy typically does not cover business-related injuries or the theft of or damage to inventory or business equipment.
Each AFFILIATE should contact their insurance agent to make certain that their relevant property is protected. In the U.S., this can often be accomplished with a simple "Business Pursuit" endorsement attached to their present homeowner's policy. VITAL HEALTH will not be responsible for any losses incurred or suffered by an AFFILIATE in the conduct of their VITAL HEALTH or other business.
12.4 Product Liability Coverage
VITAL HEALTH maintains insurance to protect VITAL HEALTH and AFFILIATES against product liability claims. VITAL HEALTH's insurance policy extends coverage to AFFILIATES so long as they are marketing VITAL HEALTH products in the regular course of conduct and in accordance with VITAL HEALTH policies and applicable laws and regulations. The VITAL HEALTH product liability policy may not extend coverage to claims or actions that arise as a result of an AFFILIATE'S misconduct in marketing the products.
12.5 Local Rules, Laws, Ordinances or Regulations
Aside from complying with the terms of the Agreement, AFFILIATES are responsible for complying with any applicable law, rule, regulation, statute, requirement or ordinance that may apply to their VITAL HEALTH independent business in their applicable jurisdiction, which may be any local area, town, city, county, state or country. It is the AFFILIATE'S responsibility to be aware of any such laws or regulations that may apply to them or their business.
12.6 Indemnification
All AFFILIATES agree to indemnify, defend and hold harmless, VITAL HEALTH, its owners, directors, employees, consultants, agents, vendors and associated persons or entities from and against any and all claims, demands, liabilities, losses, costs or expenses arising from the conduct of the AFFILIATE in the conducting of any VITAL HEALTH business and/or business or conduct arising out of the Agreement or breach of the Agreement.
This includes, but is not limited to, court costs or attorney's fees asserted against, suffered by or incurred by AFFILIATE or any other AFFILIATE by reason of, directly or indirectly, arising out of or in any way related to or connected with, allegedly or otherwise; AFFILIATE'S activities, AFFILIATE'S breach of any terms of the Agreement or AFFILIATES violation or failure to comply with any applicable federal, state or local law, statute, code, regulation or ordinance. This provision shall survive the termination of the Agreement.
12.7 Exclusion of Damages
VITAL HEALTH, it owners, directors, employees, affiliates, consultants and associated persons or entities shall not be liable under any circumstances to any AFFILIATE for any exemplary, indirect, consequential, special or punitive damages for any and all claims, demands or actions resulting or arising from the Agreement, the function, operation or lack of function or any equipment, website software, delay of any shipment or an act or omission of any VITAL HEALTH related party, whether based in contract, tort, negligence, strict liability or any other cause of action.
Damages will be limited to compensatory damages limited to the amount of legitimately obtained unsold VITAL HEALTH product owned by AFFILIATE or the actual amount of commissions or bonuses that may be due.
12.8 Errors or Questions
If an AFFILIATE has questions about or believes that any errors have been made regarding commissions, bonuses, genealogy or charges, the AFFILIATE must notify VITAL HEALTH within 15 days of the purported error in question. VITAL HEALTH is not responsible for any errors, omissions or problems which are not reported to VITAL HEALTH within 3 days.
12.9 Change of Sponsor (Enroller)
Change of Sponsorship or Enroller is not permitted except to correct reasonable errors or mistakes. If there is a dispute as to the proper sponsor/enroller of an AFFILIATE, then it shall be resolved and determined by VITAL HEALTH in its sole discretion. AFFILIATES otherwise in good standing who voluntarily resign and remain inactive for six months may reapply under a new sponsor with no rights to any former downline or privileges.
12.10 Change of Placement
Change of Placement Sponsor may only be done within one business day of placement and only to correct errors or mistakes in the placement sponsorship.
12.11 Waiver of Claims – Change of Sponsor (Enroller)
In cases wherein an AFFILIATE improperly changes his/her Sponsor/Enroller, VITAL HEALTH reserves the sole and exclusive right to determine the final disposition of the Downline that was developed by the AFFILIATE in his/her second line of sponsorship.
AFFILIATES WAIVE ANY AND ALL CLAIMS AGAINST VITAL HEALTH, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM VITAL HEALTH'S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE THAT DEVELOPS BELOW AN AFFILIATE WHO HAS IMPROPERLY CHANGED HIS/HER SPONSOR/ENROLLER.
Section 13 – Disciplinary Action and Dispute Resolution
13.1 AFFILIATE Disciplinary Action
If any AFFILIATE is found to be in violation or breach of any applicable term, condition, policy, procedure, law or regulation pertaining to the Agreement, VITAL HEALTH, at its discretion, may take one or more of the following actions:
1) Issuance of a warning or admonition;
2) Directing the AFFILIATE to make immediate corrective measures;
3) Holding back, in whole or in part, one or more bonus or commission payments;
4) Reversing, in whole or in part, one or more bonus or commission payments;
5) Suspending all rights and privileges of an AFFILIATE to conduct VITAL HEALTH business pending final outcome;
6) Cancelling or re-assigning one or more AFFILIATES or customers deemed not to be legitimately acquired by an AFFILIATE;
7) Revoking the rights and privileges of a given person or entity with respect to being able to conduct VITAL HEALTH business;
8) Terminating an AFFILIATE or associated AFFILIATE;
9) The seeking of monetary and/or equitable relief in a court or proceeding of appropriate jurisdiction;
10) Any other measure or action required to provide an appropriate remedy for injuries caused partially or exclusively by the conduct of the AFFILIATE.
If a disciplinary action or compliance measure is taken against an AFFILIATE, the Company may disclose the details of the matter and its resolution to the disciplined AFFILIATE'S Sponsor and other upline leaders.
13.2 Arbitration Agreement
THIS PROVISION CONTAINS AN AGREEMENT THAT AFFECTS HOW CLAIMS AN AFFILIATE MAY HAVE AGAINST VITAL HEALTH, OR CLAIMS VITAL HEALTH MAY HAVE AGAINST AN AFFILIATE WILL BE RESOLVED. THE PARTIES UNDERSTAND AND AGREE THAT THE DISPUTE RESOLUTION AGREEMENT IN SECTION 13.2 OPERATES AS A SEPARATE AND DISTINCT AGREEMENT THAT IS SEVERABLE FROM THE REMAINDER OF THE AGREEMENT AND IS ENFORCEABLE REGARDLESS OF THE ENFORCEABILITY OF ANY OTHER PROVISION OF THE AGREEMENT OR THE AGREEMENT AS A WHOLE.
CONSIDERATION FOR THIS DISPUTE RESOLUTION AGREEMENT INCLUDES, WITHOUT LIMITATION, THE PARTIES' MUTUAL AGREEMENT TO ARBITRATE CLAIMS. THE PARTIES FURTHER UNDERSTAND AND AGREE THAT THE UNENFORCEABILITY OF THE AGREEMENT IN WHOLE OR IN PART SHALL NOT SUPPORT A FINDING THAT THE DISPUTE RESOLUTION AGREEMENT IN SECTION 13.2 IS UNENFORCEABLE. THE FEDERAL ARBITRATION ACT ("FAA") SHALL GOVERN THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION 13.2 WITHOUT GIVING EFFECT TO ANY STATE LAW TO THE CONTRARY.
Any controversy or claim between an AFFILIATE and VITAL HEALTH, whether arising under federal, state or local statutory and or common law, including, but not limited to, those arising out of or relating to the AFFILIATE Agreement, the sale, purchase or use of VITAL HEALTH products or services, the VITAL HEALTH business, the opportunity offered by VITAL HEALTH or the commercial, economic or other relationship between an AFFILIATE and VITAL HEALTH, including the AFFILIATE's classification as an independent contractor and any dispute as to the arbitrability of a matter under this provision, shall be settled by binding and confidential arbitration administered by the American Arbitration Association under its commercial arbitration rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Any such arbitration shall be held in Clark County, Nevada. There shall be one arbitrator, who shall have expertise in business law transactions and who shall be knowledgeable in the direct selling industry, selected from the panel provided by the American Arbitration Association.
Any claim a party has against the other must be brought within one year from the date on which the first act or omission supporting or giving rise to the claim occurred; otherwise, such claim or cause of action shall be permanently barred. The parties waive all claims that any other statutes of limitations apply.
Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including reasonable attorney's fees and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to judgment in any court of competent jurisdiction.
This agreement to arbitration shall survive any termination or expiration of the AFFILIATE Agreement.
Notwithstanding the foregoing Arbitration Agreement, claims that are within the jurisdictional limit of the small claims court in jurisdiction in which the AFFILIATE resides may be, but need not be, resolved through confidential binding arbitration. Such claims may be initiated in the small claims court of the jurisdiction in which the AFFILIATE resides.
Nothing in these Policies & Procedures or this Dispute Resolution Agreement shall prevent either VITAL HEALTH or an AFFILIATE from applying for or obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect such party's interests or its Confidential Information prior to, during or following the filing of an arbitration or other proceeding, or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE. IF AN ACTION IS BROUGHT IN SMALL CLAIMS COURT INSTEAD OF ARBITRATION, THE PARTIES AGREE THAT THE MATTER SHALL REMAIN IN SMALL CLAIMS COURT AND SHALL ADVANCE ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS.
IN ANY ARBITRATION OF A DISPUTE, THE ARBITRATOR OR ARBITRAL PANEL SHALL ONLY HAVE THE POWER TO AWARD INDIVIDUAL RELIEF AND SHALL NOT HAVE THE POWER TO AWARD ANY CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. THE PARTIES UNDERSTAND AND AGREE THAT EACH IS WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE OR OTHER AFFILIATE ACTION.
13.3 Opting Out of Arbitration Agreement
AFFILIATES who do not want to be subject to this Arbitration Agreement may opt out by notifying VITAL HEALTH in writing of their desire to opt out within thirty (30) days of the AFFILIATE'S execution of the Affiliate Agreement. Acceptable forms of notice include sending an email to VITAL HEALTH at contacto@vitalhealthglobal.com or by sending a letter dated and signed by the AFFILIATE to the following address:
VITAL HEALTH
Attn: Policy Department
1270 North Industrial Park
Nogales, Arizona, 85621
Either email or letter must clearly state the AFFILIATE's name and the intent to opt out of this Arbitration Agreement.
VITAL HEALTH reserves the right to terminate the Agreement of any AFFILIATE who chooses to opt out of the Arbitration Agreement.
13.4 Amendment of Arbitration Agreement
Notwithstanding anything to the contrary in the Agreement, any amendment by VITAL HEALTH to the Arbitration Agreement shall take effect only upon AFFILIATE'S express agreement to such amendment. An AFFILIATE may indicate agreement to such proposed amendment by following the instructions accompanying the proposed amendment.
VITAL HEALTH may terminate the Agreement of any AFFILIATE who does not agree to a proposed amendment to the Arbitration Agreement within thirty (30) days after notice of the amendment is provided. Any such amendment shall apply to all claims or other Disputes brought by the AFFILIATE or VITAL HEALTH on or after the effective date of the amendment, regardless of the date of occurrence or accrual of any facts underlying such claims or disputes.
13.5 Governing Law
The Federal Arbitration Act shall govern all matters relating to arbitration. Except as is otherwise specifically referenced in these Policies & Procedures, the law of the State of Nevada without regard to principles of conflicts of laws, shall govern all other matters relating to or arising from the Agreement, the business, the relationship between the parties, or any other claim between the Parties, whether such claim is grounded in contract, tort, warranty, or any other theory of law.
Notwithstanding the foregoing, if a dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court resides shall apply.
13.6 Louisiana Residents
The dispute resolution provisions in the Agreement shall apply to Louisiana residents with the exception that any arbitration between the Company and a Louisiana resident AFFILIATE may be brought in the AFFILIATE'S home forum and pursuant to Louisiana law.
Section 14 – Inactivity and Termination
14.1 Effect of Cancellation/Termination
Any AFFILIATE who cancels, resigns or is terminated, whether voluntarily or involuntarily, will no longer have any rights or privileges as an AFFILIATE and will be unable to promote VITAL HEALTH products and services, sell VITAL HEALTH products and services or receive any compensation, commissions or bonuses under the VITAL HEALTH Compensation Plan.
Further, no terminated AFFILIATE may ever represent or misrepresent in or on any forum that he/she is still associated with VITAL HEALTH. A terminated AFFILIATE is not authorized to utilize any VITAL HEALTH materials, trademarks, trade names, service marks or copyrighted material, even if such terminated AFFILIATE was previously authorized to do so.
VITAL HEALTH, at its sole discretion, may hold back any unpaid commissions earned prior to cancellation or termination, if it has reason to believe that any sales or transactions related to such unpaid commissions will be cancelled, reversed, refunded or found to be invalid. An AFFILIATE whose Agreement is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).
14.2 Non-Renewal
An AFFILIATE who fails to complete the renewal process in effect at the appropriate time, including the payment of any renewal fee if applicable, will be deemed to have resigned from VITAL HEALTH and his or her Agreement shall be cancelled.
A non-renewed AFFILIATE who contacts VITAL HEALTH in writing and was otherwise in good standing and who has remained inactive for at least six months may reapply to become an AFFILIATE under any sponsor and starting from scratch, as if they had never been an AFFILIATE.
14.3 Termination Due to Inactivity
An AFFILIATE has the responsibility to lead his or her marketing organization with the proper example in personal production of sales to end consumers. Without this proper example and leadership, the AFFILIATE will lose his or her right to receive commissions from sales generated through his or her marketing organization.
AFFILIATES who personally generate less than 50 in PV for any pay period will not receive a commission for the sales generated through his or her marketing organization for that pay period. If an AFFILIATE has not fulfilled his or her Personal Volume requirement for a period of twelve (12) consecutive calendar months, his/her Agreement shall be cancelled for inactivity and the AFFILIATE shall be deemed terminated.
The Cancellation will become effective on the day following the last day of the twelfth month of inactivity. AFFILIATES may reapply as a new AFFILIATE only after a six (6) month period has elapsed from the day of cancellation.
14.4 Involuntary Termination
Violation of any term of the Agreement, violation of any common law duty, including, but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by an AFFILIATE that VITAL HEALTH reasonably believes may damage its reputation or goodwill (such damaging act or omission need not be related to the AFFILIATE'S VITAL HEALTH business), may result, at VITAL HEALTH'S discretion, in the termination of this Agreement as provided in Section 13.1 above.
Unless otherwise provided for in the termination notice, termination shall be effective on the date on which written notice is mailed, faxed or delivered to an express courier to the AFFILIATE'S last known address, email address, or fax number, or his or her attorney, or when the AFFILIATE receives actual notice of cancellation, whichever occurs first. AFFILIATES involuntarily terminated may not ever reapply to become an AFFILIATE as an individual or as part of an entity.
14.5 Voluntary Cancellation
An AFFILIATE has the right to cancel the Agreement at any time. Cancellation must be submitted in writing to VITAL HEALTH at its then current business address. The written notice must include the AFFILIATE'S signature, printed name, address and AFFILIATE number and must be sent to contacto@vitalhealthglobal.com. AFFILIATES may reapply as a new AFFILIATE only after a six (6) month period of complete inactivity has elapsed from the day of cancellation.
14.6 Reclassification
If at the time of the cancellation of an AFFILIATE'S Agreement the AFFILIATE is also on the VITAL HEALTH Autoship program, the AFFILIATE'S Autoship order shall continue in force unless the AFFILIATE specifically requests that his or her Autoship agreement be canceled. If the former AFFILIATE does not request the cancellation of his or her Autoship agreement, the former AFFILIATE shall be reclassified as a Preferred Customer.
Section 15 – Definitions
Active or Active AFFILIATE – means an AFFILIATE who satisfies the minimum Personal Sales Volume requirements for a given time period, as set forth in the VITAL HEALTH Compensation Plan, to ensure that he/she is eligible to receive rebates, bonuses and/or commissions.
Agreement – means the contract between VITAL HEALTH and each AFFILIATE that all AFFILIATES must agree to in order to transact business with VITAL HEALTH. This includes the AFFILIATE Application and Agreement, the VITAL HEALTH Policies and Procedures, the VITAL HEALTH Compensation Plan, and the Business Entity Form (where appropriate), all in their current form or as amended by VITAL HEALTH from time to time in its sole discretion. These documents are incorporated by reference into the AFFILIATE Agreement and are collectively referred to as and comprise the "Agreement."
Autoship Agreement – means the optional VITAL HEALTH program that automatically ships product to AFFILIATES. Autoship order offers convenience but is not required for AFFILIATES.
Breach – "Breach," "Default" and "Violation" mean an actual or alleged transgression or violation of any part of the Agreement.
Cancellation – means the termination of the Agreement. Cancellation may be either voluntary or involuntary, through non-renewal, inactivity or disciplinary action.
Company – means VITAL HEALTH and may also be referred to as VITAL HEALTH INTERNATIONAL.
Customer – means Retail Customer or Preferred Customer. Customers may purchase product for personal use only and may not resell product. A preferred customer is someone that buys a membership and purchases products at a discount. An AFFILIATE participating in the VITAL HEALTH Compensation Plan is not a Customer.
Retail Customer – means a customer who purchases directly from VITAL HEALTH at retail prices and who is not an AFFILIATE. Customers may purchase product for personal use only and may not resell product. An AFFILIATE participating in the VITAL HEALTH Compensation Plan is not and may not act as a Retail Customer.
Downline – means the network of AFFILIATES and Customers who exist under an AFFILIATE. AFFILIATE understands that (1) AFFILIATE does not have any ownership or possessory right, title or interest in any downline individual, entity, organization or in any materials generated by VITAL HEALTH or created by AFFILIATE or any other individual or entity to the extent that it consists, in whole or in part, of any information about VITAL HEALTH downlines or any part of the Agreement; (2) the sole property interest of an AFFILIATE with respect to downlines is the contractual right to receive commissions as set forth in the Agreement; and (3) that VITAL HEALTH is the sole owner of any and all downline rights, titles, interests and materials.
Downline Activity Report – means a monthly report generated by VITAL HEALTH that provides critical data relating to the identities of AFFILIATES, Customers, sales information and enrollment activity of each AFFILIATE'S marketing organization. This report contains confidential and trade secret information which is proprietary to VITAL HEALTH and is owned solely by VITAL HEALTH.
End Consumer (or End-Use Consumer) – means a person who purchases VITAL HEALTH products for the purpose of personal use.
Suggested Retail Price – means the price at which VITAL HEALTH suggests AFFILIATES promote or sell a particular product or materials to retail customers.
Upline – means the AFFILIATE(s) above a particular AFFILIATE in a sponsorship line or enrollment line up to the Company. Conversely stated, it is the line of sponsors or enrollers that links any particular AFFILIATE or Customer to the Company.
Wholesale or Wholesale Price – means the price of the products that is paid to the Company by AFFILIATES. The wholesale price is also called the AFFILIATE Cost. All commissions and/or bonuses are paid on Commissionable Volume of VITAL HEALTH products, regardless of wholesale or retail pricing.