Effective Date: December 20, 2018
Wanae USA, LLC
Influencer Terms & Policies
1. The Agreement. The term “Agreement” collectively refers to these Terms and Policies, the Wanae USA, LLC Compensation Plan, and the Wanae USA Business Entity Addendum (the Business Entity Addendum is only applicable to Influencers who enroll as a business entity, in their current form and as may be amended in the future at the Company’s discretion. Independent Influencers shall be referred to herein as “Influencers.” Wanae USA shall be referred to as “Wanae USA” or the “Company.” Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.
2. W-9 Form Required. Your Status as a Wanae USA independent Influencer is temporary. You must submit a properly completed IRS Form W-9 to Wanae USA within 30 days from the date of your application. Failure to submit a W-9 will result in the cancellation of your Wanae USA business.
3. Adherence to the Agreement. Influencers must comply with the Agreement. If you have not yet reviewed the Terms and Policies at the time you execute this Agreement, they are posted in your Influencer Back-Office. You must review the Terms and Policies within five days from the date on which you execute this Agreement. If you do not agree to the Terms and Policies, your sole recourse is to notify the Company and cancel your Wanae USA Agreement. Failure to cancel constitutes your acceptance of the Terms and Policies. You must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from Wanae USA.
4. Amendments to the Agreement. The Company reserves the right to amend the Agreement at its discretion. Amendments shall be effective 30 days after notice and publication of the amended provisions in each Influencer’s Back-Office, but amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. If you do not agree to any amendments, your sole re-course is to cancel your Wanae USA Agreement.
5. Influencers’ Rights. Influencers for Wanae USA, (hereinafter “Wanae USA”):
• Have the right to sell, and solicit orders for, Wanae USA products in accordance with these Terms and Policies. It is within the exclusive right of Wanae USA to accept or reject orders submitted by Influencers;
• Have the right to enroll others as Wanae USA Influencers;
• If qualified, have the right to earn commissions pursuant to the Wanae USA Compensation Plan.
6. Independent Contractor Status. Influencers are independent contractors and not employees, partners, legal representatives, or franchisees of Wanae USA. Influencers are solely responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. INFLUENCERS SHALL NOT BE TREATED AS A WANAE USA EMPLOYEE FOR FEDERAL OR STATE TAX PURPOSES. Wanae USA is not responsible for with-holding and shall not withhold or deduct FICA, or taxes of any kind from Influencers’ compensation. Influencers are not entitled to workers compensation or unemployment security benefits of any kind from Wanae USA.
7. Assignment of Rights and Delegation of Duties. Influencers may not assign any rights under the Agreement without the prior written consent of Wanae USA, Inc. Any attempt to transfer or assign the Agreement without the express written consent of Wanae USA renders the Agreement voidable at the option of Wanae USA and may result in termination of your Wanae USA business.
If the assets of Wanae USA, or a control-ling ownership interest in Wanae USA, is transferred to a third party, Wanae USA may assign its rights and delegate its duties and obligations under the Agreement to such third party as part of the sale or transfer.
8. Waiver. Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.
9. Waiver of Right of Publicity. Influencers grant Wanae USA an irrevocable license to reproduce and use their name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums. Influencers waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material.
10. Minimum Age. Persons under age 18 may not be Influencers and no Influencer shall knowingly recruit or sponsor, or at-tempt to recruit or sponsor, any person under age 18.
11. Severance. If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of an Influencer against Wanae USA shall not constitute a defense to Wanae USA enforcement of any term or provision of the Agreement.
12. Term and Renewal of a Wanae USA Business. The term of this agreement is month to month (subject to prior cancellation pursuant to the Terms and Policies). If you fail to pay your monthly technology fee, your business will be suspended, and will remain suspended for up to 90 days. If you fail to pay all accrued technology fees within such 90 day period, your business will be permanently canceled.
Wanae USA reserves the right to terminate all Influencer 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.
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 or via the Influencer’s Back-Office.
13. Maryland Residents: A participant may cancel the contract for any reason within 3 months after the date of receipt of goods or services first ordered; upon cancellation, the Company shall repurchase the resellable goods; and the repurchase price shall be at least 90% of the original price paid by the participant.
14. Puerto Rico Residents: You may cancel this 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 dealer in the development of the market of the properties or services. Your cancellation must be sent to the Company in writing and sent via registered mail. If you cancel under these conditions, the Company shall: (a) Reacquire the total of the products that you purchased from the Company which are in your possession and in good condition at a price of not less than ninety percent (90%) of their original net cost; (b) Return to you not less than ninety percent (90%) of the original net cost of any services that you acquired from the Company; (c) Return 90% of any sum paid by you for the purpose of participating in the business.
15. General Conduct. Influencers shall safeguard and promote the good reputation of Wanae USA and its products, and must avoid all illegal, deceptive, misleading, unethical or immoral conduct or practices, and must exhibit high moral character in their personal and professional conduct. Influencers shall not engage in any conduct that may damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this provision, and the following list is not a limitation on the standards of conduct to which Influencers must adhere pursuant to this section, the following standards specifically apply to Influencers’ activities:
• Deceptive conduct is always prohibited. Influencers must ensure that their statements are truthful, fair, accurate, and are not misleading;
• If an Influencer’s Wanae USA business is cancelled for any reason, the Influencer must discontinue using the Wanae USA name, and all other Wanae USA intellectual property, and all derivatives of such intellectual property, in postings on all Social Media, websites, or other promotional material.
• Influencers may not represent or imply that any state or federal government official, agency, or body has approved or endorses Wanae USA, its program, or products.
• Influencers must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in their business or their personal lives that, in the Company’s sole discretion, could damage the Company’s reputation or the culture that exists within the field sales force.
16. Social Media. In addition to meeting all other requirements specified in these Terms & Policies, should an Influencer utilize any form of social media in connection with her Wanae USA business, including but not limited to blogs, Facebook, Twitter, Linkedin, YouTube, or Pinterest, the Influencer agrees to each of the following:
• Influencers are responsible for the content of all material that they produce and all of their postings on any social media site, as well as all postings on any social media site that they own, operate, or control.
• All social media content posted by Influencers which relates to Wanae’s products or income opportunity must be content provided by Wanae, which is available to Influencers in their Back-Offices. Personal posts, or posts that do not relate to Wanae’s products or income opportunity must comply with Wanae’s policies but need not be obtained from the Company.
• Influencers shall not make any social media postings, or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party.
• No product sales or enrollments may occur on or through any social media site. To process sales or enrollments, a social media site must link only to the Influencer’s Wanae USA replicated website, Wanae USA's corporate website or an official Wanae USA corporate social media page.
• Any social media site that is directly or indirectly operated or controlled by an Influencer that is used to discuss or promote Wanae USA’s products, or the Wanae USA opportunity may not link to any website, social media site, or site of any other nature that pro-motes the products, services, or business program of any direct selling company other than Wanae USA, LTD.
• During the term of this Agreement and for a period of 12 calendar months thereafter, an Influencer may not use any social media site on which they discuss or promote, or have discussed or promoted, the Wanae USA business or Wanae USA products to directly or indirectly solicit anyone for another direct selling or network marketing program (collectively, “direct selling”).
• During the term of the Agreement and for 12 calendar months after the cancellation of an Influencer’s business for any reason, an Influencer shall not take any action on any social media site on which they discuss or present, or have discussed or presented, Wanae USA products or the Wanae USA business that may reasonably be foreseen to draw an inquiry from Wanae USA Influencers relating to the Influencer’s other direct selling business activities or products. Violation of this provision shall constitute a violation of the non-solicitation provision in Policy 28.
• If an Influencer creates a business page on any social media site to promote or relates to Wanae USA, its products, or opportunity, the page may not promote or advertise the products or opportunity of any other network marketing business other than Wanae USA and its products. If the Influencer’s Wanae USA business is cancelled for any reason or if the Influencer becomes inactive, the Influencer must deactivate the page.
• Influencers shall respect the privacy of other social media users. Influencers shall not engage in abusive social media practices including but not limited to harvesting or trolling for connections, shaming or bullying others.
17. Influencer Web Sites, Mobile Applications and Collateral Sales Tools. Influencers may not create their own websites or mobile applications, and other collateral sales tools to promote their Wanae USA business or Wanae USA's products (websites, mobile applications and collateral sales tools shall be collectively referred to as “Tools.” Official Wanae USA supplied Tools are the only online forum through which Wanae USA products may be sold and new Wanae USA Influencer enrollments may be transacted (prohibited online forums include, but are not limited to, Influencers’ external websites, online auctions including but not limited to eBay and Amazon, and classified listings).
18. Trademarks and Copyrights. The name “Wanae USA” and other names as may be adopted by the Company are proprietary trade names, trademarks and service marks of Wanae USA. The Company grants Influencers a limited license to use its trademarks and trade names in promotional media for so long as the Influencer’s Agreement is in effect. Upon cancellation of an Influencer’s Agreement for any reason, the license shall expire and the Influencer shall immediately discontinue all use of the Company’s trademarks and trade names. Under no circumstances may an Influencer use any of Wanae USA’s trademarks or trade names in any email address, website domain name, social media handle, social media name or address.
Wanae USA commonly puts on live and recorded events as well as webinars and telephone conference calls. During these events Company executives, Influencers, and guests appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. Influencers may not record company functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium.
In addition, Company produced Sales Tools, videos, audios, podcasts, and printed material is also copyrighted. Influencers shall not copy any such materials for their personal or business use without the Company’s prior written approval.
19. Sales Outlets. To support the Company’s direct selling distribution channel and to protect the independent contractor relationship, Influencers agree that they will not sell Wanae USA products in any wholesale, warehouse, or discount establishment, or any online auction or buy-sell site (including but not limited to eBay) without prior written approval from Wanae USA. Notwithstanding the foregoing, Influencers may display and sell Wanae USA products at professional trade shows.
20. Service Related Establishments. Influencers may promote and sell Wanae USA products in service-related establishments. A service-related establishment is one whose primary revenue is earned by providing personal service rather than by selling products. Such establishments include offices of doctors, dentists and other health professionals; health clubs or fitness centers; beauty salons; and any other business where customer use of the establishment is controlled by membership or appointment. Wanae USA reserves the right to make the final determination as to whether an establishment is service-related or is a proper place for the sale of its products.
21. Change of Sponsor. The only means by which an Influencer may legitimately change his/her sponsor is by voluntarily canceling his/her Wanae USA business in writing and remaining inactive for six (6) full calendar months. Following the six-calendar month period of inactivity, the former Influencer may reapply under a new sponsor. The Influencer will lose all rights to his/her former downline organization upon his/her cancellation.
22. Waiver of Claims. In cases wherein an Influencer improperly changes his/her sponsor, Wanae USA reserves the sole and exclusive right to determine the final disposition of the downline organization that was developed by the Influencer in his/her second line of sponsorship. INFLUENCERS WAIVE ANY AND ALL CLAIMS AGAINST WANAE USA, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM WANAE USA, LTD’s DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW AN INFLUENCER WHO HAS IMPROPERLY CHANGED HIS/HER SPONSOR.
23. Product Claims. Influencers must not make claims, including but not limited to testimonials, about Wanae USA’s products or services that are not contained in official Wanae USA literature or posted on Wanae USA official website. Under no circumstances shall any Influencer state or imply that any Wanae USA product is useful in the diagnosis, treatment, cure, or prevention of any disease, illness, injury, or other medical condition.
24. Weight Loss Testimonials. Influencers shall not make any claim or representation that Wanae USA’s products are useful or assist with weight loss.
25. Income Claims. When presenting or discussing the Wanae USA opportunity or Compensation Plan to a prospective Influencer, Influencers may not make income projections, income claims, income testimonials, or disclose their Wanae USA in-come (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records), or the income of any other Wanae USA Influencer. Nor may Influencers make “life-style” income claims. A “lifestyle” income claim is a statement or depiction that infers or states that the Influencer is able to enjoy a luxurious or successful lifestyle due to the income they earn from their Wanae USA business. Examples of prohibited lifestyle claims include, but are not limited to, representations (either through audio or visual medium) that an Influencer was able to quit his/her job, acquire expensive or luxury material possessions, or travel to exotic or expensive destinations.
26. Compensation Plan and Program Claims. When presenting or discussing the Wanae USA compensation plan, you must make it clear to prospects that financial success in Wanae USA requires commitment, effort, and sales skill. Conversely, you must never represent that one can be successful without diligently applying themselves. Examples of mis-representations in this area include, but are not limited to:
• It’s a turnkey system.
• The system will do the work for you.
• Just get in and your downline will build through spillover.
• Just join and I’ll build your down-line for you.
• The Company does all the work for you.
• You don’t have to sell anything.
• 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 you do not make these, or any other representations, that could lead a prospect to believe that they can be successful as an Influencer without commitment, effort, and sales skill.
27. Media Inquiries. Influencers must not interact with the media regarding the Wanae USA business or products. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to Wanae USA’s marketing department.
28. Nonsolicitation. Wanae USA Influencers are free to participate in other network marketing programs. However, for so long as an individual or entity is an Influencer he or she shall not recruit, or attempt to recruit, another Influencer for another network marketing business. For a period of 24 calendar months after an Influencer’s Wanae USA business is cancelled for any reason, , the former Influencer may not other Wanae USA Influencers for another network marketing business with the exception of those Influencers with whom the former Influencer had a personal or business relationship with prior to his/her initial enrollment as an Influencer. If a former Influencer Recruits an existing Influencer for another network marketing program within this 24 month period, there shall be a rebuttable presumption that no prior relationship existed between the former Influencer and the Influencer whom he or she Recruited.
The term “Recruit” means the direct or indirect, actual or attempted, sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, a Wanae USA Influencer to enroll or participate in another network marketing opportunity. This conduct constitutes Recruiting even if the Influencer’s actions are in response to an inquiry made by another Influencer or customer.
If an Influencer is engaged in another network marketing program, it is the responsibility of the Influencer to ensure that his or her Wanae USA business is operated entirely separate and apart from all other businesses and/or Network Marketing programs. To this end, the Influencer must not:
• Display Wanae USA promotional material, sales aids, or products with or in the same location as, any non-Wanae USA promotional material or sales aids, products or services (Pinterest and similar social media sites are exempt from this provision).
• Offer the Wanae USA opportunity, products or services to prospective or existing customers or Influencers in conjunction with any non-Wanae USA program, opportunity or products.
• Offer, discuss, or display any non-Wanae USA opportunity, products, services or opportunity at any Wanae USA-related trunk-show, meeting, seminar, convention, webinar, teleconference, or other function.
29. Confidential Information. “Confidential Information” includes, but is not limited to, the identities, contact information, and/or sales information relating to Wanae USA’s Influencers and/or customers: (a) that is contained in or derived from any Influencers’ respective Influencer Back-Office; (b) that is derived from any reports issued by Wanae USA to Influencers to assist them in operating and managing their Wanae USA business; and/or (c) to which an Influencer would not have access or would not have acquired but for his/her affiliation with Wanae USA. Confidential Information constitutes proprietary business trade secrets belonging exclusively to Wanae USA, and is provided to Influencers in strict confidence. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than Influencer’s use in building and managing his/her Independent Wanae USA business.
30. Handling Personal Information. If you receive Personal Information from or about prospective Influencers or customers, it is your responsibility to maintain its security. You should shred or irreversibly delete the Personal Information of others once you no longer need it. Personal Information is information that identifies, or permits you to contact, an individual. It includes a customer’s, potential customers, Influencers and prospective Influencers’ name, address, email address, phone number, credit card information, social security or tax identification number and other information associated with these details.
31. Product Inventory & Bonus Buying. Bonus buying is strictly prohibited. Bonus buying is the purchase of merchandise for any reason other than bona fide resale or use, or any mechanism or artifice to qualify for rank advancement or maintenance, incentives, prizes, commissions or bonuses that are not driven by bona fide product purchases by end user consumers for actual use.
32. Limitations on Influencer and Household Businesses. Influencers may own, operate, control, or have an interest in, only one Wanae USA business, and there may be only one Wanae USA business in a household. A “household” is defined as spouses or couples, and dependent children of one or both spouses or couples, living in the same home of the spouses or member of the couple, as well as dependent children of either spouse or member of the couple, while attending school away from home.
33. Actions of Third-Parties. If a third party acting on behalf of, or with the active or passive assistance or knowledge of an Influencer engages in conduct that would be a violation of the Agreement, the conduct of the third-party may be imputed to the Influencer. “Knowledge” of misconduct is not limited to actual knowledge. If an Influencer engages in acts or omissions that the Influencer knows or SHOULD KNOW will enable a third party to violate this Agreement if such action was taken by the Influencer, the Influencer shall be deemed to have knowledge of the violation.
34. Tampering With Product Packaging. Wanae USA products must be sold in their original packaging. Influencers shall not alter the original packaging or labeling.
35. Negative Comments. Complaints and concerns about Wanae USA should be directed to the customer Service Department. Influencers must not disparage, demean, or make negative remarks to third parties or other Influencers about Wanae USA, its owners, officers, directors, management, other Wanae USA Influencers, the Marketing and Compensation plan, or Wanae USA’s directors, officers, or employees. Disputes or disagreements between any Influencer and Wanae USA shall be resolved through the dispute resolution process, and the Company and Influencers agree specifically not to demean, discredit, or criticize one another on the Internet or any other public forum.
36. Adjustment to Bonuses and Commissions. Compensation stemming from product sales is fully earned when the applicable return, repurchase, and charge-back periods applicable to product sales have all expired. If a product is returned to Wanae USA for a refund or is repurchased by the Company, or a chargeback occurs, the compensation attributable to the returned or repurchased product(s) will be recovered by the Company. Unearned compensation will be deducted, in the month in which the refund is issued or the chargeback occurs and continuing every pay period thereafter until the commission is recovered, from the upline Influencers who received bonuses and com-missions on the sales of the refunded products. Likewise if it is the responsibility of an Influencer to issue a refund to a customer, but Wanae USA issues the re-fund, the Company may deduct the amount refunded to the customer from the Influencer’s subsequent bonuses and commissions.
Wanae USA reserves the right to withhold or reduce any Influencer’s compensation as it deems necessary to comply with any garnishment or court order directing Wanae USA to retain, hold, or redirect such compensation to a third party.
37. Return of Merchandise and Sales Aids by Influencers Upon Cancellation or Termination. Within 30 days from the cancellation or termination of an Influencer’s Agreement, the Influencer may return products and Sales Tools that he or she personally purchased from Wanae USA within 12 months prior to the date of cancellation (the one-year limitation shall not apply to residents of Maryland, Massachusetts and Wyoming and Puerto Rico) so long as the goods are in currently marketable condition and are returned to the Company within 30 days from the date of the Influencer’s cancellation or termination. Upon the Company’s timely receipt of returned goods and confirmation that they are in currently marketable condition, the Influencer will be reimbursed 90% of the net cost of the original purchase price(s). Shipping and handling charges will not be refunded. If the purchases were made through a credit card, the re-fund will be credited back to the same account. Goods are in “currently marketable condition" if they are unopened and unused and packaging and labeling has not been altered or damaged. Merchandise that is clearly identified at the time of sale as nonreturnable, closeout, discontinued, or as a seasonal item, or which has passed it commercially reasonable usable or shelf-life, is not in currently marketable condition. Back Office and Replicated website fees are not refundable except as may be required under applicable state law.
38. Montana Residents: A Montana resident may cancel his or her Influencer 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.
39. Louisiana, Massachusetts and Wyoming Residents: If you cancel your Influencer Agreement, upon receipt of your written request, Wanae USA will refund 90% of the costs you have incurred to participate in the program during the current year.
40. Satisfaction Promise. Wanae USA offers a money back promise on its merchandise as follows:
• Merchandise returned within 30 days from the date of sale in unopened & resellable condition is eligible for a 100% refund;
• Merchandise returned between 31 – 90 days from the date of purchase is eligible for credit of 100% of the purchase price or a 90% re-fund if it is unopened and in resellable condition.
• Shipping charges are not refundable.
• Merchandise is in “resellable” condition if:
o It has not been opened and is unused;
o The packaging has not been damaged or altered; and
o The merchandise was not sold on a special or “close out” basis.
o Damaged or incorrect merchandise. If merchandise is received in damaged condition or if Wanae USA sent the incorrect merchandise, Wanae USA will exchange the merchandise if it is returned to the Company within 15 days from the date of purchase;
• THIS SATISFACTION PROMISE APPLIES ONLY TO PRODUCTS PURCHASED DIRECTLY FROM WANAE USA. IT DOES NOT APPLY TO PRODUCTS PURCHASED ON EBAY, AMAZON, OR OTHER SOURCE.
• Enrollment fees, Back-Office and Replicated Website fees are not subject to re-fund.
41. Other Cancellation Rights. Customers, Preferred Customers and newly en-rolled Associates have three business days within which to cancel their initial purchase and obtain a full refund. Residents of Alaska have five business days and residents of North Dakota age 65 and over have 15 days to cancel and receive a full refund. An explanation of these rights is explained on the sales receipt.
42. Disciplinary Sanctions. Violation of the Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by an Influencer that the Company reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of the Influencer’s Wanae USA business, and/or any other disciplinary measure that Wanae USA deems appropriate to address the misconduct. In situations deemed appropriate by Wanae USA, the Company may institute legal proceedings for monetary and/or equitable relief.
43. Indemnification. Influencers agree to indemnify Wanae USA for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that Wanae USA incurs resulting from or relating to any act or omission by Influencer that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. Wanae USA may elect to exercise its indemnification rights through withholding any compensation due the Influencer. This right of setoff shall not constitute Wanae USA’s exclusive means of recovering or collecting funds due Wanae USA pursuant to its right to indemnification.
44. Effect of Cancellation. A Influencer whose business is cancelled for any reason will lose all Influencer rights, benefits and privileges. This includes the right to represent yourself as an Independent Wanae USA Influencer, to sell Wanae USA products and services and the right to receive commissions, bonuses, or other income resulting from his/her own sales and the sales and other activities of the Influencer and the Influencer’s former downline sales organization. There is no whole or partial refund for tangible sales kits that are not currently marketable, Influencer Back-Office, replicated website or renewal fees if an Influencer’s business is cancelled.
45. Voluntary Cancellation. A participant in this network-marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address or by cancelling his/her business through the Influencer Back-Office. The written notice must include the Influencer’s signature, printed name, address, and Influencer I.D. Number. If an Influencer is also on the autoship program, the Influencer’s autoship order shall continue unless the Influencer also specifically requests that his or her customer autoship Agreement also be canceled. An Influencer may also voluntarily cancel his/her Wanae USA business by failing to pay his or her technology fees for 90 consecutive days or by withdrawing consent to con-tract electronically.
46. Cancellation for Inactivity. If an Influencer fails to earn a commission for six consecutive months, his/her Influencer Agreement and Wanae USA business will be cancelled for inactivity. If an Influencer is also on the customer autoship, the Influencer’s autoship order shall continue unless the Influencer also specifically re-quests that his or her autoship order also be canceled. The buyer shall then be classified as a retail customer.
47. Business Transfers. Influencers in good standing who wish to sell or transfer their business must receive Wanae USA’s prior written approval before the business may be transferred. Requests to transfer a business must be submitted in writing to the Compliance Department at www.wanaeusa.com/compliance. It is within Wanae USA’s discretion whether to allow a business sale or transfer, but such authorization shall not be unreasonably withheld. However, no business that is on disciplinary probation, suspension, or under disciplinary investigation may be transferred unless and until the disciplinary matter is resolved. Prior to transferring a business to a third party, the Influencer must offer Wanae USA the right of first refusal to purchase the business on the same terms as negotiated with a third party. The Company shall have ten days to exercise its right of first refusal.
48. Transfer Upon an Influencer’s Death. A Influencer may devise his/her business to his/her heirs. Because Wanae USA cannot divide commissions among multiple beneficiaries or transferees, the beneficiaries or transferees must form a business entity (corporation, LLC, partnership, etc.), and Wanae USA will transfer the business and issue commissions to the business entity. In the case of a business transfer via testamentary instrument, the beneficiary of the business must provide Wanae USA with certified letters testamentary and written instructions of the trustee of the estate, or an order of the court, that provides direction on the prop-er disposition of the business. The beneficiary must also execute and submit to the Company a Wanae USA Influencer Agreement within 30 days from the date on which the business is transferred by the estate to the beneficiary or the business will be cancelled.
49. Business Distribution Upon Divorce. Wanae USA is not able to divide commissions among multiple parties, nor is it able to divide a downline organization. Consequently, in divorce cases, any settlement or divorce decree must award the business in its entirety to one party. Wanae USA will recognize as the owner of the business the former spouse to who is awarded the business pursuant to a legally binding settlement agreement or decree of the court. The former spouse who receives the Wanae USA business must also execute and submit a Wanae USA Influencer Agreement within 30 days from the date on which the divorce becomes final or the business will be cancelled.
50. Dissolution of a Business Entity. Wanae USA is not able to divide commissions among multiple parties, nor is it able to divide a downline organization. Consequently, in the event that a business entity that operates a Wanae USA business dissolves, the owners of the business entity must instruct the Company on the identity of the proper party who is to receive the business. The Wanae USA business must be awarded to a single individual or entity that was previously recognized by the Company as an owner of the business entity; the Company cannot divide the business among multiple parties or issue separate commission payments. If the business entity wishes to sell or transfer its Wanae USA business, it must do so pursuant to policy 47. In addition, the recipient of the Wanae USA business must also execute and submit a Wanae USA Influencer Agreement to the Company within 30 days from the date of the dissolution of the business entity or the Wanae USA business will be cancelled.
51. Inducing Influencers to Violate the Agreement. Influencers shall not directly or indirectly induce, encourage, or assist another Influencer to violate the Agreement.
52. Reporting Errors. If an Influencer believes that Wanae USA has made an error in his/her compensation, the structure or organization of his/her genealogy, or any other error that impacts the Influencer’s income, he/she must report it to the Company in writing within 60 days from the date on which the mistake occurred. While Wanae USA shall use its best efforts to correct errors reported more than 60 days after the date of the error, Wanae USA shall not be responsible to make changes or remunerate Influencers for losses for mistakes that are re-ported more than 60 days after the mistake occurs.
53. International Activities. Influencers may not sell Wanae USA products or conduct business activities of any nature in any foreign country that the Company has not announced is officially open for business.
54. Dispute Resolution. If a dispute arises between an Influencer and Wanae USA relating to the Agreement, the Wanae USA business, or the rights and obligations of either party, the parties shall resolve the dispute as set forth in this Dispute Resolution Provision.
a. Stages of Dispute Resolution & General Dispute Resolution Procedures. Disputes between the Company and an Influencer(s) that arise from or relate to the Agreement, the business operated by the Influencer, or the opportunity offered by the Company shall be resolved according to the three-step procedure of (a) informal negotiation; (b) non-binding mediation; and (c) trial before a court for claims under $50,000.00 so long as equitable relief is not sought (except as set forth below), or binding arbitration if the claim is for $50,000.00 or more or if equitable relief is claimed. IF A CLAIM SEEKS DAM-AGES FOR $50,000.00 OR MORE, OR SEEKS EQUITABLE RELIEF (EXCEPT AS SET FORTH BELOW), THE PAR-TIES AGREE TO RESOLVE THE DISPUTE THROUGH BINDING ARBITRATION AND WAIVE CLAIMS TO A TRIAL BEFORE ANY COURT OR JURY. The following shall apply to all proceedings under this dispute resolution provision:
• Any claim a party has against the other must be brought within one year from the date on which the act or omission giving rise to the claim occurred. In cases in which informal negotiation is required, once informal negotiation is requested in writing the one-year limitation of actions provisions in this provision shall be tolled until the completion of the mediation phase of this provision and for ten calendar days thereafter.
• At no time prior to the negotiation and mediation procedures below are completed shall either party initiate arbitration or litigation related to this Agreement or the business except as may be specified otherwise in this dispute resolution provision.
• All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation and/or mediation by any of the par-ties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation and/or mediation.
• Informal negotiations and mediation shall occur in Salt Lake City, Utah unless the parties mutually agree on an-other forum. Informal negotiations and mediation shall take place telephonically if either party requests such.
• Each party shall be responsible for its own attorney’s fees, expert, professional and witness fees incurred in pursuing any claim, regardless of the forum.
• If litigation is filed in court the action may be brought in the jurisdiction in which either party resides or has its principal place of business.
• If arbitration is filed all arbitration proceedings shall be filed and held in Salt Lake City, Utah.
Step 1 - Informal Negotiation. The par-ties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement or the Company’s business promptly by negotiation between the aggrieved Influencer(s) and executives of the Company who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. A party may, at its election, choose to be accompanied in such negotiation by an attorney. If one party elects to have its attorney present, the other party must also agree to have its attorney present if that party has retained counsel.
To institute the negotiation process, either party may give the other party written notice of any dispute not resolved in the normal course of business. Within 10 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive and attorney who will ac-company that party (if applicable), or the name of the Influencer and his/her attorney (if applicable) who will accompany him/her in the negotiation. Within 20 days after delivery of the notice, the parties and the attorneys (as applicable) of both par-ties shall meet at a mutually acceptable time and place. Such meeting may occur telephonically if one party requests that the meeting be held telephonically.
Unless otherwise agreed in writing by the negotiating parties, mediation may be commenced one business day following the close of the negotiation phase described above. The negotiation phase is “closed” when one party notifies the other in writing that it considers the negotiation “closed.” Such closure shall not preclude continuing or later negotiations if desired by both parties.
Step 2 – Mediation. If the parties are unsuccessful in resolving their dispute through good faith negotiation, they shall seek to resolve the dispute through mediation. If a party elects to pursue mediation, the party shall submit a written request for mediation to the other party within 10 calendar days after the negotiation phase is completed. The parties shall have 10 calendar days following such request to select a mutually acceptable mediator. If the parties cannot agree on a mutually acceptable mediator, they shall apply to JAMS to have a neutral mediator appoint-ed.
Mediation shall be conducted within 20 calendar days from the date on which the mediator is selected or appointed or as otherwise agreed upon by the parties and the mediator.
Unless otherwise agreed upon by the par-ties, the mediation shall be closed no later than 30 calendar days following the completion of the meeting between the media-tor and the parties.
Step 3(a) – Claims for under $50,000.00 with no claim for equitable relief. Claims for less than $50,000.00 and in which equitable relief is NOT sought may be brought pursuant to the arbitration provision below if the parties agree. If the parties do not agree, a claim may be brought before the small claims or district courts in the county in which either party resides or has its principal place of business.
Step 3(b) – Claims for $50,000.00 or more or claims seeking equitable relief - Confidential Arbitration. If a claim seeks $50,000.00 or more, or seeks equitable relief, and the parties do not successfully resolve their dispute through the negotiation and mediation procedures above, the dispute shall be resolved through binding confidential arbitration as set forth below.
Step 3(c) - Public Equitable Relief. If public equitable relief is authorized by federal or state statute, the parties agree that an action may be brought before the district court in the county in which either party resides or has its principal place of business so long as: (a) the relief sought is limited to public equitable relief that is authorized by federal or state statute; and (b) the public equitable relief is unavailable through arbitration proceedings. The confidentiality provisions and corresponding liquidated damage provisions for breach of confidentiality provision contained in this dispute resolution provision shall remain in effect for claims and actions asserted under this Step 3(c) unless an action is brought before a court as specifically permitted pursuant to this subsection and the disclosure is related solely to material that is not filed with the court under seal.
b. JAMS to Administer Arbitration. The arbitration shall be filed with, and administered by JAMS in accordance with its Comprehensive Rules and Procedures, which are available on JAMS’ website at http://www.jamsadr.com/rulesclauses/xpqGC.aspx?xpST=RulesClauses. Copies of JAMS Rules and Procedures will also be emailed to Influencers upon request to Wanae USA’s customer Service Department. Notwithstanding the rules of JAMS, unless otherwise stipulated by the Parties, the following shall apply to all Arbitration actions:
• The Federal Rules of Evidence shall apply in all cases;
• The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;
• The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;
• The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed, and shall last no more than five business days;
• The Parties shall be allotted equal time to present their respective cases;
• An Arbitrator's Award will consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based;
• Any dispute relating to whether the dispute is subject to arbitration shall be decided by through arbitration.
c. Confidentiality. With the exception of discussing the claims with bona fide witnesses to the dispute, neither party shall verbally or in writing discuss, publish, or otherwise disseminate the claims, allegations, merits, evidence, positions, pleadings, testimony, rulings, awards, orders, issues, or any other aspect of the dispute to any third party, including but not limited to disclosure on the internet or on any social media or blog platform, prior to, during, or after any phase of the dispute resolution process unless a specific exemption contained in this dispute resolution provision applies.
d. Liquidated Damages for Breach of the Confidentiality Obligation. If a Party violates its confidentiality obligations under this arbitration provision, the non-breaching party shall incur significant damages to its reputation and goodwill that shall not be readily calculable. Therefore, if a Party, its attorneys, agents, or a proxy of a party breaches the confidentiality provision of this dispute resolution provision, the following shall apply:
• The non-breaching party shall be entitled to liquidated damages in the amount of $10,000.00 per violation, or $50,000 per violation if the disclosure is published on the internet, including but not limited to disclosure on any website or on any social media forum. Every disclosure of each claim, allegation, pleading, or other prohibited dis-closure shall constitute a separate violation. Notwithstanding this confidentiality and liquidated damage provision, nothing herein shall limit the right or ability of a Party to disclose evidence, claims or allegations relating to the dispute to any individual who is, or who may be, a bona fide witness to the dispute. The Parties agree that this liquidated damage amount is reasonable and waive all claims and defenses that it constitutes a penalty; AND
• Breach of the confidentiality provision by disseminating or publishing information described in subparagraph c. above through any form of mass media (including but not limited to posting on the Internet or on any social media platform) by a party, a party’s agent, or a party’s proxy shall constitute an act of wanton and gross bad faith, and shall constitute a waiver of the beaching party’s right to pursue the claim(s) and/or defense(s) against the non-breaching party, and shall entitled the non-breaching party to a default judgment against the breaching party.
e. Emergency Relief. Either party may bring an action before JAMS seeking emergency relief to protect its intellectual property rights, including but not limited to protecting its rights pursuant to the non-solicitation provisions of these policies. A claim or cause of action seeking emergency relief shall be brought pursuant to the Emergency Relief Procedures in JAMS Comprehensive Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/#Rule%202, or by contacting the company at firstname.lastname@example.org The parties agree that any violation of the Nonsolicitation provisions (policy 28) or Confidential Information (policy 29) provisions of these policies shall entitle Wanae USA to emergency and permanent equitable relief because: (a) there shall be no adequate remedy at law; (b) Wanae USA shall suffer immediate and irreparable harm should such policies be breached; and (c) if emergency and permanent equitable re-lief is not granted, the injury to Wanae USA, shall outweigh the potential harm to Influencer if emergency and/or permanent equitable relief is granted.
f. Disputes Not Subject the Three-Step Dispute Resolution Procedure. A party need not go through the informal negotiation or mediation steps in the following situations:
• Action to Enforce Arbitration Award or Order. Either party may bring an action in a court properly vested with jurisdiction to enforce an Arbitration award or order, including but not limited to an order for emergency relief.
• Petitions for Emergency Relief. If a party deems it necessary to seek emergency relief to protect its interests, it may seek emergency relief as set forth in this arbitration provision without engaging in the negotiation provision mediation process set forth above. Notwithstanding the foregoing, the parties are encouraged, but not required, to engage in negotiation and or mediation concurrently with any pending request for emergency relief.
• Public Equitable Relief. If public equitable relief is authorized by federal or state statute, an action may be brought before a court properly vested with jurisdiction over the parties so long as: (a) the relief sought is limited to public equitable relief that is authorized by federal or state statute; and (b) the public equitable relief is unavailable through arbitration proceedings.
• Disciplinary Sanctions. The Company shall not be required to engage in the three-step dispute resolution process prior to imposing disciplinary sanctions for violation of the Agreement.
g. Remedies. Remedies available to you under U.S. federal laws, and the state and local laws of your state, shall remain available to you in any arbitration proceeding.
55. Class Action Waiver. All disputes, whether pursued through arbitration or before the courts, that arise from or relate to the Agreement, that arise from or relate to the Wanae USA business, or that arise from or relate to the relationship between the parties, shall be brought and proceed on an individual basis. The parties waive their rights to pursue any action against the other party and/or their respective owners, officers, directors and agents, on a class or consolidated basis. You may opt out of this class action waiver if you wish by submitting written notice to the Company of your desire to opt out within 30 days from the date on which you enroll as an Influencer. Submit your written opt-out notice to the Company at email@example.com.
56. Governing Law. The Federal Arbitration Act shall govern all matters relating to arbitration. Except as is otherwise specifically referenced in these policies, the law of the State of Utah without regard to principals 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. 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 re-sides shall apply.
57. Damages for Wrongful Termination. In any case which arises from or relates to the wrongful termination of an Influencer’s Agreement and/or independent business, the parties agree that damages will be extremely difficult to ascertain. Therefore, the parties stipulate that if the involuntary termination of an Influencer’s Agreement and/or loss of their independent business is proven and held to be wrongful under any theory of law, Influencer’s sole remedy shall be liquidated damages calculated as follows:
• For Influencers earning up to $10,000.00 in the 12 calendar months prior to termination, liquidated dam-ages shall be in the amount of her gross compensation that he/she earned pursuant to Wanae USA’s Compensation Plan in the twelve (12) months immediately preceding the termination.
• For Influencers earning between $10,000.01 and $20,000.00 during the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to Wanae USA’s Compensation Plan in the twenty-four (24) months immediately preceding the termination.
• For Influencers earning more than $20,000.00 in the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to Wanae USA, LTD’s Compensation Plan in the thirty-six (36) months immediately preceding the termination.
58. Damage Waiver. In any action arising from or relating to the Agreement, the parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The parties further waive all claims to exemplary and punitive damages. Nothing in this provision or this Agreement shall restrict or limit a Party’s right to recover liquidated damages as set forth in these Terms & Policies.
59. Louisiana Residents. The dispute resolution provisions in these Policies shall apply to Louisiana residents with the exception that Louisiana residents may bring arbitration against Wanae USA in his/her home forum and pursuant to Louisiana law.
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