CalerieHealth is a vibrant Company which markets and distributes products, through a creative network marketing program. The CalerieHealth Rewards Plan is founded upon the principles of honesty and integrity and retail selling through a network of Brand Partner (BP). The following are the Policies, and Procedures for CalerieHealth which are applicable to all CalerieHealth BP’s.
CalerieHealth has made a commitment to provide the finest direct sales experience backed by impeccable service to its BPs. In turn, the company expects CalerieHealth BPs to reflect that image in their relationships with Customers and fellow BPs.
As a CalerieHealth BP, you are expected to operate your business according to the highest standards of integrity and fair practice in your role as a CalerieHealth BP. Failure to comply with the Code of Ethics can result in your termination as a CalerieHealth BP. The Code of Ethics, therefore, states:
As a BP:
2.1 Policies and Compensation Plan Incorporated into BP Agreement
These Policies and Procedures, in their present form and as amended at the sole discretion of CalerieHealth, are incorporated into, and form an integral part of, the CalerieHealth BP Agreement. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the CalerieHealth BP Application and Agreement Form, these Policies and Procedures and the CalerieHealth Compensation Plan. These documents are incorporated by reference into the CalerieHealth BP Agreement (all in their current form and as amended by CalerieHealth).
2.2 Purpose of Policies
CalerieHealth is a direct sales company that markets health supplement products through BPs. It is important to understand that your success and the success of your fellow BP depends on the integrity of those who market our services. To clearly define the relationship that exists between BP and CalerieHealth, and to explicitly set a standard for acceptable business conduct, CalerieHealth has established the Agreement. CalerieHealth BPs are required to comply with all of the provisions set forth in the Agreement, which CalerieHealth may amend at its sole discretion from time to time, as well as with all federal, state and local laws governing their CalerieHealth business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this document carefully. It explains and governs the relationship between you, as an independent contractor, and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from the CalerieHealth corporate office.
2.3 Changes to the Agreement
Because laws and the business environment periodically change, CalerieHealth reserves the right to amend the Agreement, compensation plan and its prices at its sole and absolute discretion. By signing the BP Agreement, a BP agrees to abide by all amendments or modifications that CalerieHealth elects to make. Amendments shall be effective 30 days after publication of notice of amendments in official CalerieHealth materials. The Company shall provide or make available to all BPs a complete copy of the amended provisions by one or more of the following methods: (a) posting on the Company’s official website; (b) electronic mail (email); (c) inclusion in Company periodicals; (d) inclusion with commissions or bonus checks; or (e) special mailings. The continuation of a BP’s CalerieHealth business or a BP’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.
CalerieHealth shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, curtailment of a party’s source of supply, government decrees or orders, and acts of God.
2.5 Policies and Provisions Severable
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 portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid or unenforceable provision never comprised a part of the Agreement.
The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of CalerieHealth to exercise any right or power under the Agreement or to insist upon strict compliance by an BP 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 CalerieHealth’s right to demand exact compliance with the Agreement. Waiver by CalerieHealth can be affected only in writing by an authorized officer of the Company. CalerieHealth’s waiver of any particular breach by a BP shall not affect or impair CalerieHealth’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other BPs. Nor shall any delay or omission by CalerieHealth to exercise any right arising from a breach affect or impair CalerieHealth’s rights as to that or any subsequent breach. The existence of any claim or cause of action of a BP against CalerieHealth shall not constitute a defense to CalerieHealth’s enforcement of any term or provision of the Agreement.
3.1 Requirements to Become a CalerieHealth BP
To become a CalerieHealth BP, each applicant must:
3.1.1 Be at least 19 years of age; BPs of an immediate family (defined as the spouse and any minor children) may together operate one CalerieHealth Business but may not establish separate CalerieHealth Businesses.
3.1.2 Reside in the 50 United States or US Territories officially opened by the Company;
3.1.3 Have a valid Social Security or Tax ID number;
3.1.4 Corporations and Partnerships may become BPs if permitted in writing by CalerieHealth and according to the terms and conditions set forth by CalerieHealth in its complete discretion.
3.1.5 No individual may participate in more than one CalerieHealth Business either as individuals, partners, officers, stockholders, directors, employees, or otherwise.
3.1.6 Individuals who are CalerieHealth employees, or spouses, children or BPs of the household of a CalerieHealth employee shall not be eligible to be CalerieHealth BPs, or to participate in any way in corporations or partnerships which are CalerieHealth BPs. Relatives of CalerieHealth employees who do not fit within the foregoing categories may become CalerieHealth BPs providing that no proprietary, confidential or other information, prior to the time it becomes public, is given by any employee to such relative. Any violation of this rule by a BP of the BP’s immediate family or household shall be treated as a violation by the BP.
3.1.7 Submit an accepted a CalerieHealth BP Application and Agreement.
The Company reserves the right to reject any applications for a new BP or applications for renewal.
3.2 BP Benefits
Once a BP Application and Agreement has been accepted by CalerieHealth, the following benefits are available to the new BP.
3.2.1 BPs that enroll in CalerieHealth are allowed to:
4.1 Adherence to the CalerieHealth Compensation Plan
BPs must adhere to the terms of the CalerieHealth Compensation Plan as set forth in official CalerieHealth literature. BPs shall not offer the CalerieHealth opportunity through, or in combination with, any other system, program or method of marketing other than that specifically set forth in official CalerieHealth literature. BPs shall not require or encourage other current or prospective customers or BPs to participate in CalerieHealth in any manner that varies from the program as set forth in official CalerieHealth literature. BPs shall not require or encourage other current or prospective customers or BPs to execute any agreement or contract other than official CalerieHealth agreements and contracts in order to become a CalerieHealth BPs. Similarly, BPs shall not require or encourage other current or prospective customers or BPs to make any purchase from, or payment to, any individual or other entity to participate in the CalerieHealth Compensation Plan other than those purchases or payments identified as recommended or required in official CalerieHealth literature.
4.2 Bonus Buying Prohibited
Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes:
4.3 Business Entities
A Partnership, LLC or Corporation may hold a BP business upon completion of the BP Application form, and providing on that form in the appropriate space, a Federal tax ID number. An individual may participate in multiple business centers; however, all must be under the same business name. The person signing the application on behalf of a business entity must have the authority of said entity for entering into the transaction. In addition, by signing for as a business entity, you certify that no person with an interest of debt or equity in the business has had an interest in a BP business in CalerieHealth within six (6) months of the date of signature.
4.4 Changes to a CalerieHealth Business
Each BP must immediately notify CalerieHealth of all changes to the information contained in his or her BP Application and Agreement. BPs may modify their existing BP Agreement Form by submitting a written request and appropriate supporting documentation.
4.4.2 Change of Sponsor
To protect the integrity of all marketing organizations and safeguard the hard work of all BPs, CalerieHealth does not allow changes in sponsorship for active BPs. Once a new BP is referred or enrolled, CalerieHealth will protect this relationship to the fullest extent possible.
4.4.3 Sale of Position and Reapplication
Sale of a BP position or any rights, direct, or indirect, relating to a BP position may not be transferred by the BP without prior written approval from CalerieHealth at its’ sole and absolute discretion. No sale will be approved unless it includes a covenant by the seller not to solicit his/her prior group of BPs for at least six (6) months after the effective date of the sale or transfer. A BP position or any right thereto which is under suspension, or probation, or subject to any disciplinary action or any investigation by or on behalf of CalerieHealth, may not be sold or otherwise transferred while such condition continues. The purchase and sale agreement must include a provision in which the parties agree upon the ownership of the service/products of the BP position upon the sale. The seller may not reapply as a BP for a period of six (6) months, either as an individual, partnership or corporation or other legal entity. The purchaser of a BP position shall be responsible for all acts or omissions of the seller in contravention of the agreement for a period of six 96) months after the date of CalerieHealth’s approval of the sale or transfer. For purposes of this provision, the seller will be required to continue to comply with all post-termination obligations of the agreement.
4.5 Unauthorized Claims and Actions
A BP is fully responsible for all of his or her verbal and written statements made regarding CalerieHealth products, services, and the Compensation Plan that are not expressly contained in official CalerieHealth materials. BPs agree to indemnify CalerieHealth and CalerieHealth’s directors, officers, employees and agents and hold them harmless from any and all liability, including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by CalerieHealth as a result of the BPs unauthorized representations or actions. This provision shall survive the termination of the BP Agreement.
4.5.2 Income Claims
In their enthusiasm to enroll prospective BPs, some BPs are occasionally tempted to make income claims or earnings representations to demonstrate the inherent power of network marketing. This is counterproductive because new BPs may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved.
Moreover, the Federal Trade Commission and all states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in network marketing. While BP s may believe it beneficial to provide copies of checks, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact CalerieHealth as well as the BP making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation. Because BPs do not have the data necessary to comply with the legal requirements for making income claims, an BP may NOT make income projections, income claims or disclose his or her CalerieHealth income (including the showing of checks, copies of checks, bank statements or tax records).
4.6 Conduct at CalerieHealth Events
4.6.1 No Selling or Recruiting at CalerieHealth Events
Selling and recruiting at CalerieHealth events is not permitted. These activities take away from the primary focus of the event and can negatively reflect on the professional image of CalerieHealth as a company. You may, however, offer a business card and/or catalog.
4.6.2 No Selling or Recruiting for other Companies at CalerieHealth Events
CalerieHealth BPs shall not sell any products or recruit for any business during CalerieHealth events. This restriction most specifically applies to sales and recruitment efforts for any other direct sales or marketing program, regardless of the product category, including those that do not compete with CalerieHealth’s product line.
4.7 Conflicts of Interest
4.7.1 Non-compete Policy
CalerieHealth BPs are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”), with the exception of those products in the same generic category as a CalerieHealth product that is deemed to be competing. BPs may not display CalerieHealth products with any other products or services in a fashion that might in any way confuse or mislead a prospective customer, merchant or BP into believing there is a relationship between the CalerieHealth and non-CalerieHealth products or services.
During the term of this Agreement, BPs may not recruit other CalerieHealth BPs or Merchants or customers for any other network marketing business. Following the cancellation of this Agreement, and for a period of one year thereafter, a former BP may not recruit any CalerieHealth BP or customer for another network marketing business, with the exception of a BP who is personally sponsored by the former BP. The BPs and Company recognize that because network marketing is conducted through networks of independent contractors dispersed across the entire United States and internationally, and business is commonly conducted via the Internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, the BPs and Company agree that this non-solicitation provision shall apply to all markets in which CalerieHealth conducts business.
The term “recruit” means actual or attempted solicitation, enrollment, encouragement or effort to influence in any other way, either directly or through a third party, another CalerieHealth BP or customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the BP’s actions are in response to an inquiry made by another BP or customer.
4.7.3 Downline Activity (Genealogy) Reports
Downline Activity Reports made available for BP access and viewing at CalerieHealth’s official website, are considered confidential. BP access to their Downline Activity Reports is password protected. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to CalerieHealth. Downline Activity Reports are provided to BPs in the strictest of confidence and are made available to BPs for the sole purpose of assisting BPs in working with their respective Downline Organizations in the development of their CalerieHealth business. BPs should use their Downline Activity Reports to assist, motivate and train their Downline BPs. The BP and CalerieHealth agree that, but for this agreement of confidentiality and nondisclosure, CalerieHealth would not provide Downline Activity Reports to the BP. A BP shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:
4.8 Cross-Sponsoring or “BP”
Actual or attempted cross-sponsoring is strictly prohibited. “Cross-sponsoring” is defined as the enrollment of an individual or entity that already has a current Customer, Merchant or BP Agreement on file with CalerieHealth, or who has had such an agreement within the preceding 6 calendar months, within a different line of sponsorship. The use of a spouse or relative’s name, trade names, assumed names or fictitious ID numbers to circumvent this policy is prohibited. BPs shall not demean, discredit or defame other CalerieHealth BPs in an attempt to entice another BP to become part of the first BP ’s marketing organization. If a prohibited organization transfer occurs, CalerieHealth shall take disciplinary action against the BP(s) who engaged, acquiesced and/or knowingly participated in the improper cross-sponsoring. However, it shall be entirely within CalerieHealth’s discretion where in the genealogical structure, the cross-sponsored organization in question shall be placed or otherwise distributed. Because equities often exist in favor of both upline organizations, BPS WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY FOR ITS DECISION REGARDING THE FINAL DISPOSITION OR PLACEMENT OF THE CROSSSPONSORED ORGANIZATION.
4.9 Errors or Questions
If a BP has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the BP must notify CalerieHealth Support Department CalerieHealth’s headquarters in Anaheim, California in writing, within 10 days of the date of the purported error or incident in question. CalerieHealth will not be responsible for any errors, omissions or problems not reported to the Company within 10 days.
4.10 Sales Aids Optional
BPs are not required to carry sales aids. BPs who do so must make his or her own decision with regard to these matters. To ensure that BPs are not encumbered with Company Sales Aids, such Sales Aids may be returned to CalerieHealth upon the BP’s cancellation pursuant to the terms of Section 8.1.
4.11 Governmental Approval or Endorsement
Neither federal nor state regulatory agencies nor officials approve or endorse any direct selling program. Therefore, BPs shall not represent or imply that CalerieHealth or its Compensation Plan have been “approved,” “endorsed” or otherwise sanctioned by any government agency.
4.12 Holding Applications or Enrollments
BPs must not manipulate enrollments of new applicants or Merchant enrollments. All BP Applications and Agreements and Service orders must be sent within 72 hours from the time they are signed by a BP or placed by a merchant.
All BPs are required to provide their Social Security Number or Federal Tax Identification Number to CalerieHealth on the BP Application and Agreement.
Upon enrollment, the Company will provide a unique BP Identification Number to the BP by which he or she will be identified. This number will be used to place orders and track commissions and bonuses.
4.14 Income Taxes
Each BP is responsible for paying local, state and federal taxes on any income generated as an BP. If a CalerieHealth business is tax exempt, the Federal Tax Identification Number must be provided to CalerieHealth. Every year, CalerieHealth will provide IRS Form 1099 (non-employee compensation) earnings statement to each U.S. resident who (a) had earnings of over $600 in the previous calendar year or (b) made purchases during the previous calendar year in excess of $5,000 wholesale. CalerieHealth cannot accept a tax-exempt certificate from a BP who resides in a state where tax exempt status is not granted for Direct Sales businesses. BPs are encouraged to check with their state government before sending a form to CalerieHealth.
4.15 Independent Contractor Status
BPs are independent contractors and are not purchasers of a franchise or a business opportunity. The agreement between CalerieHealth and its BPs does not create an employer/employee relationship, agency, partnership or joint venture between the Company and the BP. BPs shall not be treated as an employee for his or her services or for federal or state tax purposes. All BPs are responsible for paying local, state and federal taxes due from all compensation earned as a BP of the Company. The BP has no authority (expressed or implied) to bind the Company to any obligation. Each BP shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the CalerieHealth BP Agreement Form, and these Policies and Procedures, and applicable laws. If required by law to declare any CalerieHealth representatives be classified as employees, CalerieHealth reserves the right to discontinue operating within the jurisdiction making such declaration.
4.15.1 The name of CalerieHealth and other names as may be adopted by CalerieHealth are proprietary trade names, trademarks and service marks of CalerieHealth. As such, these marks are of great value to CalerieHealth and are supplied to BPs for their use only in an expressly authorized manner. Use of the CalerieHealth name on any item not produced by the Company is prohibited except as follows:
BP ’s Name
Independent CalerieHealth BP
4.15.2 Neither shall BPs obtain or attempt to obtain any right, title or interest by registration, filing of any kind, patent, copyright, or otherwise in or to any of the Names or Marks. In particular (and without limiting the foregoing) BPs shall not make purchases or enter into other transactions in the name of CalerieHealth or hold themselves out as agents for CalerieHealth. These regulations also pertain to the registration of web site domain names containing “CalerieHealth.’ However, BP may describe themselves as Independent CalerieHealth BPs (domain names excluded).
4.15.3 All BPs may list themselves as an “Independent CalerieHealth BP” in the residential telephone directory (“white pages”) under their own name. BP s may not place telephone directory display ads in the classified directory (“Yellow Pages”) using CalerieHealth’s name or logo.
4.15.4 BPs may not answer the telephone by saying “CalerieHealth,” “CalerieHealth Processing,” or in any other manner that would lead the caller to believe that he or she has reached the corporate offices of CalerieHealth.
4.15.5 Advertising is not limited to print media; it also includes internet advertising and other forms of advertising. It is prohibited for a BP to use an internet or email address that utilizes the trade name CalerieHealth or includes CalerieHealth in a portion of the address. It is also prohibited for a BP to use any website materials on a website that references or relates to CalerieHealth that is not authorized in writing by CalerieHealth. It is also prohibited for a BP to place links to unauthorized websites or webpages onto a website or webpage that has been authorized by CalerieHealth.
4.15.6 CalerieHealth BPs shall not relabel or repackage any of the CalerieHealth products. BPs shall not advertise the CalerieHealth products except by use of the materials and adherence to the Policies and Procedures that are published from time to time by CalerieHealth, or by use of advertising whose form and content have been approved in advance in writing by CalerieHealth. This restriction applies to all media, advertising, sales flyers, direct mail pieces, promotional merchandise and sales aids, including but not limited to, presentation pins, badges, and other promotional devices, signs, posters, packaging, labels, videos, CDs, DVDs, and slide presentations.
4.16.1 Business Pursuits Coverage
You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy may not cover business related injuries or the theft of or damage to your business. Contact your insurance agent to make sure that your business property is protected.
4.17 International Marketing
Because of critical legal product and tax considerations, CalerieHealth must limit the marketing and enrollment of CalerieHealth services and the presentation of the CalerieHealth business to prospective customers, Merchants and BPs located within the 50 United States of America and any other jurisdiction officially opened by CalerieHealth. BPs are only authorized to do business in the countries in which CalerieHealth has announced are open for business in official Company literature.
4.18 Laws and Ordinances
BPs shall comply with all federal, state and local laws and regulations in the conduct of their businesses. Many cities and counties have laws regulating certain home-
based businesses. In most cases these ordinances are not applicable to BPs because of the nature of their business. However, BPs must obey those laws that do apply to them. If a city or county official tells a BP that an ordinance applies to him or her, the BP shall comply with the law.
BPs shall not enroll or recruit individuals under the age of 19 into the CalerieHealth program. The one exception to this is if the minor has been adjudicated as an emancipated minor by a court of competent jurisdiction.
4.20 Actions of Household BPs or BP Individuals.
If any BP of an BP’s household, family, or other Independent Representative individual engages in any activity that, if performed by the BP, would violate any provision of the Agreement, such activity will be deemed a violation by the BP and CalerieHealth may take disciplinary action pursuant to the Statement of Policies against the BP .
An exception to the one-business-per-BP rule will be considered on a case-by-case basis if two BPs marry. Requests for exceptions to this policy must be submitted in writing to the Compliance Department.
4.21 Legal Status as BP
Some states have recently passed legislation which further limits and identifies the requirements to maintain Independent contractor status. It is important to know what your states laws are on this subject. CalerieHealth will take no action which may subject them to a situation whereby the Representatives shall be considered employees.
4.22 Vendor Third Party Providers
Many products and services provided to CalerieHealth BPs are provided and fulfilled by third party vendors through contractual relationships with CalerieHealth. It is important that BPs do nothing to jeopardize or interfere with the contractual relationships between CalerieHealth and its vendors. Any interference will be grounds for termination and potential legal action. It is also important that BPs follow any rules and regulations provided by any third-party vendor with relation to the products and services that they provide to the BPs.
4.23 Requests for Records
Any request from a BP for copies of invoices, agreements, Downline activity reports or other records/reports will require a fee of $1.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.
4.24 – Sale, Transfer or Assignment of CalerieHealth Business
Although a CalerieHealth business is a privately owned, independently operated business, the sale, transfer or assignment of a CalerieHealth business, and the sale, transfer or assignment of an interest in a Business Entity that owns or operates a CalerieHealth BP business, is subject to certain limitations. If a BP wishes to sell his or her CalerieHealth business, or interest in a Business Entity that owns or operates a CalerieHealth business, the following criteria must be met:
Prior to selling a Business Entity interest, the selling party must notify CalerieHealth’s Support Department in writing and advise of his or her intent to sell CalerieHealth’s business or Business Entity interest. The selling party must also receive written approval from the Compliance Department before proceeding with the sale.
4.25 Separation of a CalerieHealth BP Business
In the event of a dissolution of marriage of a CalerieHealth BP, and a spouse, arrangements must be made to assure that any division of the business assets is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship. CalerieHealth must be notified as to which former spouse will assume ownership of the BP position as determined by a court of competent jurisdiction or divorce agreement. A change in the ownership of the BP position will not take place until CalerieHealth received a copy of the divorce documentation. Should the party who does not assume ownership of the BP position desire to remain a BP, he/she may do so by submitting a new BP application at the time the divorce documentation is submitted to CalerieHealth. He or she shall then be entered as a new BP under the original enroller.
4.25.1 During the pendency of a divorce or dissolution, the Company shall treat the business according to the status quo as existed prior to the filing of the divorce or dissolution. Under no circumstances will the Downline Organization of divorcing spouses be divided. Similarly, under no circumstances will CalerieHealth split commission and bonus checks between divorcing spouses. CalerieHealth will recognize only one Downline Organization and will issue only one commission check per CalerieHealth business per commission cycle. Commission checks shall always be issued to the individual whose name appears on the BP Agreement. CalerieHealth will in no case be liable or responsible for any error in payment to either party to the divorce.
4.25.2 During the dissolution of a corporation or termination of a partnership which owns the BP position, the ownership of the BP position will be transferred pursuant to the agreement among the shareholders or associates or upon order of a court of competent jurisdiction upon written notification to CalerieHealth. If one or mor of the associates or shareholders in a BP position terminates his/her ongoing relationship with CalerieHealth by leaving the partnership or disposing of his/her share of equity holdings, such parties, including the departing party, shall continue to be bound by from the BP position, CalerieHealth may suspend the BP position and hold all commissions until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction.
All active BPs in good standing have the right to sponsor and enroll others into CalerieHealth. Each prospective BP has the ultimate right to choose his or her own sponsor. If two BPs claim to be the sponsor of the same new BP, the Company shall regard the first application received by the Company as controlling.
The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices. Both federal agencies (as well as a number of states) have “do not call” regulations as part of their telemarketing laws. While you may not consider yourself a “telemarketer” in the traditional sense of the word, these regulations broadly define the term “telemarketer” and “telemarketing” so that your inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause you to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties (up to $11,000.00 per violation).
Therefore, BPs must not engage in telemarketing relative to the operation of their CalerieHealth businesses. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a CalerieHealth product or service, or to recruit them for the CalerieHealth opportunity. “Cold calls” made to prospective customers or BPs that promote either CalerieHealth’s products or services or the CalerieHealth opportunity constitute telemarketing and are prohibited. However, a telephone call(s) placed to a prospective customer or BP (a “prospect”) is permissible under the following situations:
In addition, BPs shall not use automatic telephone dialing systems relative to the operation of their CalerieHealth businesses. The term “automatic telephone dialing system” means equipment which has the capacity to (a) store or produce telephone numbers to be called using a random or sequential number generator and (b) to dial such numbers.
5.1 Change of Address or Telephone
To ensure timely delivery of products, support materials and commission checks, it is critically important that CalerieHealth’s files are current. BPs planning to move should mail CalerieHealth corporate office at, 1205 N Miller St. Anaheim, CA 92806, their new address and telephone numbers. In the alternative, BP may email CalerieHealth at customer service email provided on website. To guarantee proper delivery, two-weeks advance notice to CalerieHealth is recommended on all changes.
5.2 Continuing Development Obligations
5.2.1 Ongoing Training
Any BP who sponsors another BP into CalerieHealth must perform a bona fide assistance and training function to ensure that his or her Downline is properly operating his or her CalerieHealth business. BPs must have ongoing contact and communication with the BPs in their Downline Organizations. Examples of such contact and communication may include, but are not limited to, newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail and the accompaniment of Downline BPs to CalerieHealth meetings, training sessions, and other functions. Upline BPs are also responsible to motivate and train new BPs in CalerieHealth product knowledge, effective sales techniques, the CalerieHealth Compensation Plan and compliance with Company Policies and Procedures. Communication with and the training of Downline BPs must not, however, violate Section 4.2 (regarding the development of BP -produced sales aids and promotional materials). BPs cannot charge for training. Upon request, every BP should be able to provide documented evidence to CalerieHealth of his or her ongoing fulfillment of the responsibilities of a sponsor.
5.2.2 Increased Training Responsibilities
As BPs progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge and understanding of the CalerieHealth program. They will be called upon to share this knowledge with less experienced BPs within their organization.
5.2.3 Ongoing Sales Responsibilities
Regardless of their level of achievement, BPs have an ongoing obligation to continue to personally promote sales through the generation of new customers or merchants and through servicing their existing customers or merchants.
CalerieHealth wants to provide its BPs 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 CalerieHealth corporate offices. While CalerieHealth welcomes constructive input, negative comments and remarks made in the field by BPs about the Company, its products or Compensation Plan serve no purpose other than to sour the enthusiasm of other CalerieHealth BPs. For this reason, and to set the proper example for their Downline, BPs must not disparage, demean or make negative remarks about CalerieHealth, other CalerieHealth BPs, CalerieHealth’s services, the Compensation Plan or CalerieHealth’s directors, officers or employees.
5.4 Providing Documentation to Applicants
BPs must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are sponsoring to become BPs before the applicant signs a BP Agreement.
5.5 Reporting Policy Violations
BPs observing a policy violation by another BP should submit a written report of the violation directly to the attention of the CalerieHealth Compliance Department. Details of the incident(s), such as dates, number of occurrences, persons involved and any supporting documentation, should be included in the report.
5.6 Representations to Other BPs and Prospective BPs
CalerieHealth BPs shall honestly and fairly describe the CalerieHealth Compensation Program in all their discussions with other BPs or potential BPs. This obligation of fair and complete description shall include, without limitation, the following.
5.6.1 BPs shall not misstate any significant or material fact about the CalerieHealth Compensation Program and shall not omit any significant or material fact about the CalerieHealth Program. BPs shall provide each potential BP with a copy of these Rules and Regulations prior to giving such person a BP Application.
5.6.2 BPs shall clearly state that the foundation of the CalerieHealth Compensation Program is the retail sale of CalerieHealth products to consumers and that CalerieHealth BPs cannot expect to be successful merely by sponsoring other BPs without regard to retail sales.
5.6.3 BPs shall not state that high profits are guaranteed or certain for CalerieHealth BPs. BPs shall state clearly that CalerieHealth BPs can expect to be successful only through hard work and substantial efforts.
5.6.4 BPs shall not distort or misrepresent any feature of the CalerieHealth Compensation Program and shall not make any statements about the quality or benefits of the CalerieHealth products except to the extent that such statements are made in CalerieHealth written material describing the products.
5.6.5 BPs shall not guarantee any specific income, profit and /or success.
5.6.6 BPs shall not state or imply that the CalerieHealth Compensation Program has been approved by any governmental agency or business group.
5.7 Representations to Consumers
BPs shall fairly and accurately describe the CalerieHealth products in their sales and attempted sales to consumers and shall not distort or misrepresent any facts when discussing the CalerieHealth products with consumers. This obligation of fair and complete discussion shall include, without limitation, the following:
5.7.1 BPs shall not describe the CalerieHealth products except as permitted in the materials published by CalerieHealth describing the product.
5.7.2 BPs shall not attempt to deceive or confuse any consumer regarding the nature and quality of the CalerieHealth products, or the price of the CalerieHealth products.
6.1 Purchases from CalerieHealth
All CalerieHealth BPs have the right to purchase CalerieHealth products from CalerieHealth for personal consumption and retail sale to the public. BPs are permitted to purchase as much or as little of the CalerieHealth products as they desire, as long as they comply with the retail sales obligations as explained below. The following are the methods available for purchasing products from CalerieHealth:
6.2 Product Sales
The CalerieHealth Compensation Plan is based upon the sale of CalerieHealth products and services to end user consumers. BPs must fulfill personal and Downline organization sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement. It is important that BPs do not try to place customers into products or services that they either do not need or cannot afford.
6.3 Retail Sales
6.3.1 The CalerieHealth program is based on sales at retail. Therefore, each BP is obligated to purchase CalerieHealth products only for sale at retail or for personal consumption and is obligated to make continuing substantial efforts to make retail sales. Because of the difficulty of computing retail sales, CalerieHealth shall pay its bonuses based upon purchases from CalerieHealth with purchase volume intended to represent actual sales volume. To assure that BP purchases do correspond to the BP’s retail sales, each BP shall certify with each order of CalerieHealth products that a) the amount of the order represents the BP’s reasonably expected requirements for retail sales and personal consumption for the period covered by that order, b) he is not stockpiling unsold CalerieHealth products for the purpose of qualifying for bonuses, and c) at least 70% of the BP’s previous purchases resulted in retail sales. Specifically, CalerieHealth BPs must meet the following requirements to qualify for bonuses: CalerieHealth will not pay compensation as outlined in the CalerieHealth rewards plan to its BPs unless the majority of the BP’s group sales of goods or services are to persons who are preferred customers.
6.3.2 BPs shall purchase CalerieHealth products at the published wholesale prices of CalerieHealth plus the appropriate shipping and handling fee. CalerieHealth shall be free to change its suggested wholesale prices, or the bonus values, from time to time at its own discretion, and will notify its BPs of any such changes. This provides that every BP must sell at wholesale and/or retail. This serves to prevent inventory loading and encourage retailing. We make the assumption that all of the product that you order will be resold at the suggested retail price. Our products are not intended for sale below wholesale price.
6.4 Territory Restrictions
There are no exclusive territories granted to anyone. No franchise fees are required.
7.1 Bonus and Commission Qualifications
A BP must be active and in compliance with the Agreement and these policies to qualify for bonuses and commissions. So long as a BP complies with the terms of the Agreement and these policies, CalerieHealth shall pay commissions to such BP in accordance with the Compensation Plan.
Promotions are determined based on business organization and sales activity for each applicable period.
7.3 Adjustment to Bonuses and Commissions
7.3.1 Adjustments for Returned Products
BPs receive bonuses and commissions based on the actual enrollment for services to merchants. When a service is cancelled and refund is authorized by the Company, the bonuses and commissions attributable to the refunded service(s) will be deducted in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered from the BP s who received bonuses and commissions on the sales of the refunded service(s).
7.4 Unclaimed Commissions and Credits
BPs must deposit or cash commission and bonus checks within six months from their date of issuance. A check that remains uncashed after six months will be void. There shall be a $50.00 charge for reissuing a check. These charges shall be deducted from the balance owed to the BP.
All information provided by CalerieHealth in online or telephonic Downline Activity Reports, including but not limited to personal and group sales volume (or any part thereof), and Downline sponsoring activity is believed to be accurate and reliable. Nevertheless, due to various factors, including the inherent possibility of human and mechanical error; the accuracy, completeness and timeliness of orders; denial of credit card and electronic check payments; returned products; and credit card and electronic check charge-backs, the information is not guaranteed by CalerieHealth or any persons creating or transmitting the information. All personal and group sales volume information is provided “as is” without warranties, expressed or implied, or representations of any kind whatsoever. In particular, but without limitation, there shall be no warranties of merchantability, fitness for a particular use or non-infringement. To the fullest extent permissible under applicable law, CalerieHealth and/or other persons creating or transmitting the information will in no event be liable to any BP or anyone else for any direct, indirect, consequential, incidental, special or punitive damages that arise out of the use of or access to personal and group sales volume information (including but not limited to lost profits, bonuses, or commissions, loss of opportunity and damages that may result from inaccuracy, incompleteness, inconvenience, delay or loss of the use of the information), even if CalerieHealth or other persons creating or transmitting the information shall have been advised of the possibility of such damages. To the fullest extent permitted by law, CalerieHealth or other persons creating or transmitting the information shall have no responsibility or liability to you or anyone else under any tort, contract, negligence, strict liability, products liability or other theory with respect to any subject matter of this agreement or terms and conditions related thereto. Access to and use of CalerieHealth’s online reporting services and your reliance upon such information is at your own risk. All such information is provided to you “as is.” If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to CalerieHealth’s online reporting services and your reliance upon the information.
8.1 Retail Sales
Personal service and retail sales to the customer are the foundation of CalerieHealth. The entire commission structure is based upon volume of retail sales referred by the individual BP as well as their entire organization.
8.2 Voluntary Cancellation of Contract
Requests by a CalerieHealth BP to return their sales aids for a refund will be treated as a request to voluntarily cancel that BP business. If a BP wishes to return sales aids purchased within the last 3-month period, the Company shall repurchase the sales aids and the BP ’s Agreement shall be canceled. A BP may only return sales aids purchased by him or her that are in new and resalable condition.
Upon receipt of the sales aids, the BP will be reimbursed 90% of the cost of the original purchase price(s), not to include shipping and handling charges. If the purchases were made through a credit card, the refund will be credited back to the same account.
8.3 Montana Residents
A Montana resident may cancel his or her BP Agreement within 15 days from the date of enrollment and may receive a full refund within such time period for good and resalable sales aids or trainings that have not been attended.
9.1 Disciplinary Sanctions
Violation of the Agreement, these Policies and Procedures or any illegal, fraudulent, deceptive or unethical business conduct by a BP may result, at CalerieHealth’s discretion, in one or more of the following corrective measures:
9.2 Grievances and Complaints
When a BP has a grievance or complaint with another BP regarding any practice or conduct in relationship to their respective CalerieHealth businesses, the complaining BP should first report the problem to his or her sponsor, who should review the matter and try to resolve it with the other party’s Upline sponsor. If the matter cannot be resolved, it must be reported in writing to the Company. The Company will review the facts and determine if a policy violation has occurred and take appropriate action.
Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association or other recognized arbitration service, under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. BPs waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in the city of Salt Lake City, State of Utah unless the laws of the state in which a BP resides expressly require the application of its laws, in which case the arbitration shall be held in the capital of that state. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions, with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel that the American Arbitration Panel provides. The prevailing party shall be entitled to receive from the losing party, OR each party to the arbitration shall be responsible for its own, costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.
Nothing in these Policies and Procedures shall prevent CalerieHealth from applying to and 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 CalerieHealth’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
9.4 Governing Law, Jurisdiction and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside in Orange County, State of California. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Utah shall govern all other matters relating to or arising from the Agreement.
9.4.1 Louisiana Residents: Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law.
10.1 Effect of Cancellation
So long as a BP remains active and complies with the terms of the BP Agreement and these Policies and Procedures, CalerieHealth shall pay commissions to such BP in accordance with the Compensation Plan. A BP ’s bonuses and commissions constitute the entire consideration for the BP ’s efforts in generating sales and all activities related to generating sales (including building a Downline Organization). Following a BP’s termination for inactivity, or voluntary or involuntary termination of his or her BP Agreement (all of these methods are collectively referred to as “termination”), the former BP shall have no right, title, claim or interest to the marketing organization that he or she operated, or any commission or bonus from the sales generated by the organization. A BP whose business is terminated will lose all rights as a BP. This includes the right to sell CalerieHealth products and services and the right to receive future commissions, bonuses or other income resulting from the sales and other activities of the BP ’s former Downline sales organization. In the event of termination, BP s agree to waive all rights they may have, including but not limited to property rights, to their former Downline organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former Downline organization.
Following a BP ’s termination of his or her BP Agreement, the former BP shall not hold himself or herself out as a CalerieHealth BP. The affected BP will remove and discontinue use of and will not thereafter use the Names and Marks or any and all signs, labels, stationery, advertising, and/or literature referring to CalerieHealth. A BP whose BP Agreement is terminated 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 termination).
10.2 Involuntary Termination
A BP ’s violation of any of the terms of the Agreement, including any amendments that may be made by CalerieHealth in its sole discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary termination of his or her BP Agreement. Cancellation shall be effective on the date on which written notice is mailed, faxed or delivered to an express courier to the BP ’s last known address (or fax number), or to his or her attorney, or when the BP receives actual notice of termination, whichever occurs first.
10.3 Voluntary Termination
A BP has a right to cancel, at any time, regardless of reason. Termination must be submitted in writing to the Company at its principal business address. The written notice must include the BP ’s signature, printed name, address and BP ID number. BP s who have resigned may re-apply to become a BP with CalerieHealth after 6 months. An BP ’s position is subject to termination due to inactivity (i.e., merchant enrollments, no commissions, no sponsoring; and no attendance at any CalerieHealth functions, participation in any other form of BP activity, or operation of any other CalerieHealth business) after being inactive for 6 full calendar months.
A BP may also voluntarily cancel his or her BP Agreement by failing to maintain the Agreement annually. The Company may also elect not to renew a BP ’s Agreement.
In the event a BP is terminated and desires for his or her termination to be reconsidered, CalerieHealth must receive the request for reconsideration in writing within 15 days from the date of notice of termination. If no request for reconsideration is received within the 15-day period, the termination will automatically be deemed final. If a BP files a timely notice of request for reconsideration, CalerieHealth will review the request for reconsideration and notify the BP and the ethics committee of its decision within 10 days after receipt of the request for reconsideration. The decision of CalerieHealth will be final and subject to no further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice. The ethics committee will consist of officers of CalerieHealth and at times, as determined in CalerieHealth’s sole discretion, other BP’s selected by CalerieHealth.
10.6 Complete Agreement
These Policies and Procedures, any and all modifications made by the Company, along with the Terms and Conditions and the Compensation Plan make up the entire agreement between BP and Company.