Waiora Distributorship Agreement
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> I. Introduction
> II. Getting Started
> III. Operating Your Business
> IV. Orders, Returns and Shipping
> V. Distributor Advertising and Promotion
> VI. Distributor Compensation
> VII. Distributor Compliance and Disciplinary Action
> VIII. Glossary of Terms and Definitions
Waiora International, Inc. ("Waiora") is proud to offer you one of the best business opportunities in the direct selling industry. Waiora honors all international, federal, state, provincial, territorial, and local laws and regulations governing good business practices as well as the standards set by the Direct Selling Association (DSA), the trade organization representing the direct selling industry. We expect and insist that our Independent Distributors adhere to the same laws, regulations and ethical business practices. We want to help familiarize you with these important rules and regulations and explain why they require your cooperation.
Waiora is a direct selling company based in the United States. It is a company that desires to maintain the highest ethical standards while allowing its Distributors to enrich their lives by using Waiora's products and by participating in the Waiora business opportunity.
1. Equal Opportunity
The Waiora opportunity is open to all people regardless of age, race, nationality, religious beliefs or political affiliations as long as the person is at the legal age in the country in which
they participate and is otherwise legally capable of entering into a contractual agreement.
2. Ethics
Waiora Independent Distributors ("you") must comply with all international, federal, state and local laws relating to your business and must not engage in any unlawful or illegal trade
practices or business activity. You will observe the letter as well as the spirit of Waiora's Policies & Procedures by conducting your business in a manner consistent with the highest standards of
honesty, integrity and responsibility in dealing with customers, other Distributors, Waiora and the general public. Violations in ethical behavior may result in termination of your Waiora Distributorship.
3. Unethical Activity
Waiora Distributors must not participate in any activity that the company deems unethical. Waiora reserves the right, in its sole discretion, to decide whether certain Distributor activities
are unethical and, if determined to be so, to act accordingly including suspension or termination of the Distributorship. Examples of unethical activity include:
4. Amendments
Waiora specifically reserves the right to make any amendments or adjustments from time to time that it deems necessary with respect to its Rules and Regulations, Policies & Procedures,
Compensation Plan and/or product pricing. Any such changes shall be incorporated as part of the Distributor Agreement between Waiora and its Distributors effective upon written notification as published
in official Waiora materials and publications distributed to its Distributors or online through Waiora's web site The continuation of your Waiora Distributorship and/or your acceptance of bonuses or
commissions constitutes acceptance of any and all amendments.
1. Becoming a Distributor
To become a Waiora Independent Distributor, you must complete, sign and submit a Distributor Agreement, review Waiora's Policies & Procedures and purchase a Distributor Kit. A prospective
Distributor can also submit an "electronic signature" by completing Waiora's online Distributor Agreement which includes the acceptance of Waiora's Policies & Procedures and purchase of a
Distributor Kit. A Distributor may be an individual, partnership or corporation whose completed Distributor Agreement has been received and accepted by Waiora.
No purchase other than a Distributor Kit, unless prohibited by local law, is necessary to become a Waiora Distributor. There are no requirements to make large purchases or maintain inventory. The Distributor Kit purchase price is not a service or franchise fee, but exists to offset costs incurred by the company for informational materials and business tools provided to help a Distributor sell Waiora products and build a Waiora business. Only authorized Distributors of Waiora may sell Waiora products or participate in the Waiora program. Waiora's products are available only to Waiora Distributors and customers, and Waiora will not sell or allow its products to be sold through any other distribution channel. Waiora reserves the right, in its sole discretion, to reject any Distributor Agreement.
2. Temporary Telephone Applications
To expedite the sponsoring process, Waiora will accept the Distributor Agreement by telephone. Telephone applications are effective for two weeks from the date they are called in
or until the order-processing deadline, whichever comes first, pending Waiora's receipt of the hard copy. Applications that are submitted by phone will be considered your valid Distributor
Agreement. In this respect, any and all changes made to the telephone application, including those accompanying the hard copy of the application, will be considered amendments
if the hard copy of the application and agreement is not received before the processing deadlines outlined above. As such, all Policies & Procedures regarding amended applications
and sale/transfers of Distributorships, including fees, will apply to any changes made to the telephone application. The continuation of your Waiora Distributorship or your
acceptance of bonuses or commissions constitutes acceptance of any and all Waiora rules and regulations pertaining to the operation of your Waiora Distributorship. Lack of a signed
Distributor Agreement form does not exclude you from the enforcement of these rules and regulations. Waiora reserves the right to cancel without notice any Distributorship found
to be operating without the properly signed Distributor Agreement. Distributors agree to hold Waiora harmless for any losses due to such cancellation of Distributorship.
3. Independent Contractor; Licenses; Taxes
Once Waiora has accepted your Distributor Agreement, you become a Waiora Distributor conducting business for your own account. Distributors are independent contractors and are not
agents or employees of Waiora. Waiora Distributors have no authority to bind Waiora to any obligation. As an independent contractor, you are responsible for obtaining any licenses
required by law in your locality. You are responsible for the entire operation of your Distributorship, including payment of all income taxes, Social Security, unemployment and other
taxes (see "Sales Tax"; "Other Taxes"). Waiora will file a Form 1099 or its equivalent for each Distributor at the close of the calendar year as required by the Internal Revenue Service
(IRS). Waiora will not withhold from the compensation due a Distributor under the Waiora Compensation Plan any amounts for income taxes, Social Security, unemployment or other
items required to be withheld from the wages of employees.
4. Family Policy
A husband, wife and children residing with you are all considered a single Distributorship. A husband and wife may neither sponsor each other or children residing with them
nor have different sponsors. If any member of your immediate household engages in any activity that, if performed by you, would violate any provision of the Distributor Agreement,
such activity will be deemed a violation by you.
5. One Distributorship
Under no circumstances may an individual participate in more than one Distributorship except under a Diamond Bonus Position (DBP) as outlined in the Waiora Compensation
Plan. Participation in another Distributorship includes, but is not limited to, any ownership interest directly or indirectly in a Distributorship as a shareholder, partner,
trustee, beneficiary, or principal; any control or ability to control a Distributorship; any direct or indirect receipt of income derived from a Distributorship; spousal support
derived from a Distributorship; familial support derived from a Distributorship; access to a bank account into which commissions derived from a Distributorship are deposited; and
any other similar interests pertaining to a Distributorship.
If a spouse or co-habitant of a Distributor wishes to become a Distributor, he/she must be added to the Distributorship previously formed by the spouse or co-habitant. In the case of two (2) Distributors subsequently marrying, the Company shall not cause the Distributors to abandon either Distributorship. In this case only, both husband and wife shall be allowed to retain their existing Distributorships. Written notice should be given to the Company prior to the marriage.
If a married couple with a jointly held Distributorship divorces, written notification, including the notarized signatures of both parties, must be provided to the Company indicating how the Distributorship is to be managed thereafter. Otherwise, the Company shall either consider the principal account holder as the sole continuing Distributor or restructure the Distributorship pursuant to a court order. The Company reserves the right to charge the Distributor a fee in connection with such reorganization. These rules shall also be applied to non-married, co-applicant Distributorships.
6. Identification Number
If your Distributorship is set up under your name, your Waiora identification number is your Social Security number. If your Distributorship is set up as a corporation or partnership,
your Waiora number is your Federal Employer Identification Number (FEIN).
If the Applicant is applying as a Corporation, the original signature on the Distributor Agreement must be of a person authorized to bind the Corporation. Once the Distributor Agreement for a Corporation has been completed, the following must also be submitted:
For your personal security, do not share your identification number with others. Waiora will keep all Social Security and FEIN numbers confidential. Distributors should not share their Waiora identification number and/or password with others.
7. Minimum Age
In order to become a Distributor, an applicant must be at least 18 years of age or have reached the age of consent required by the state in which the applicant resides.
8. No Exclusive Territories
Waiora recognizes no exclusive territories, and you are free to conduct business in any state or country declared open by Waiora, subject to local laws and any limitations set
forth in the Policies & Procedures. Additionally, if for any reason a Distributorship changes home countries, eligibility for commissions and other qualifi cations must abide by the
Policies & Procedures set forth by that country.
9. Inventory Requirements
You are not required to purchase or store any specific amount of inventory. The Waiora program is based on retail sales to customers, the use of products, and not on maintaining an
inventory of products. As required by the 70 Percent Rule (see "70 Percent Rule") and as stated on the U.S. Product Order/AdvantageShip Form, all Distributors must have sold
or used at least 70 percent of their previous order from Waiora before reordering and subsequently may be required to provide Waiora with certification of that fact. Acceptance
by you of a Waiora product order signifies your adherence to the 70 Percent Rule. You are required to maintain all retail sales receipts for a period of two years and must furnish them
to Waiora upon request.
10. Ongoing Familiarity and Adherence to Waiora's Policies & Procedures
Distributors shall be familiar with all current and subsequently amended Company Policies & Procedures. As a Distributor, you must review the current Company Policies & Procedures located on the company web site
at www.waiora.com on a regular basis to ensure your familiarity. The placing of orders with Waiora and the acceptance of Distributor commissions is a reaffirmation
of such commitment to abide by all existing Policies & Procedures. A Distributor shall have the right to receive commission checks only as long as the Distributor is
conducting his or her business in compliance therewith.
11. Price Changes
The prices of Waiora products and sales aids are subject to change without prior notice.
1. Channels of Communication
You are responsible for training, motivating and supervising your downline to ensure proper operation of their Waiora Distributorship. You are also responsible for answering all
downline Distributor questions. Should you not be able to answer the questions, please first contact your upline and then the Waiora Support Group.
2. Product Liability Insurance
Waiora maintains a product liability insurance policy. This coverage protects the company's products should an issue arise. However, this policy may not protect you if you fail to use Waiora
products as directed or make unauthorized representations or product claims.
3. Income Representations
Potential income representations or claims regarding the Waiora compensation program are strictly prohibited.
4. Packaging and Product Health Claims
You may not repackage or re-label any of Waiora's products, and you may not make any verbal or written health claims regarding Waiora products. Approved health claims are found on Waiora's
corporate web site Medical claims relating to Waiora products are strictly prohibited.
5. Enrolling and Sponsoring
All Distributors have the right to enroll others. In addition, every person has the ultimate right to choose his or her Enroller. When describing the Waiora program to a prospective
Distributor you must present the program in its entirety without omission, distortion or misrepresentation. Additional offers, representations or agreements made in connection with
the Waiora program are strictly prohibited and may result in the termination of your Distributorship. Once the decision to enroll has been made, any sponsor changes must follow the
rules set forth in the Changing Sponsors section.
If two Distributors should claim to be the Enroller of the same new Distributor, Waiora shall investigate the dispute and make an independent determination as to the proper Enroller. All parties must accept and abide by this decision.
6. Placement Program
Waiora's Placement Program is designed to assist you in developing an organizational structure that is complementary to Waiora's Compensation Plan. It provides the Enroller the
flexibility to place new Distributors where it makes the most sense in the organization. As the Enroller, you have two placement options during your new Distributor's first 60 days:
A Distributor may only be moved once within their first 60 days. After 60 days, sponsor changes must follow the rules set forth in the Changing Sponsor section. You are not permitted to move the new Distributor upline or sideline. A Distributor whose Organizational Volume (O.V.) is greater than that of their newly requested sponsor's O.V. cannot be moved beneath the new sponsor's organization. Waiora must receive all Placement Program requests prior to the 25th day of the current calendar month. Any requests received after the 25th day will be completed the following month. Any requests different from the rules outlined above are considered sponsorship changes and fall under the guidelines of the Waiora sponsor change policy (see "Changing Sponsors").
7. Changing Sponsors
Network marketing is a business built on relationships and the retail sale and consumption of products. When a Distributor completes a Distributor Agreement, they are deemed enrolled and
sponsored. Waiora is committed to protecting the relationship between the Distributor and sponsor. Subject to corporate approval, a Distributor desiring a change in sponsorship can do
so only under very limited conditions:
8. Cross-Sponsoring
When a Distributor sponsors someone, an important investment is made and a valuable business relationship is formed. Waiora believes in protecting these relationships; therefore, we do
not allow cross-sponsoring. Cross-sponsoring occurs when a Distributor sponsors, or attempts to sponsor, into any other direct selling company a Waiora Distributor whom he or she
did not personally sponsor into the Waiora business. Cross sponsoring also occurs when a Distributor participates in an action that causes another Distributor to be sponsored through
someone else into another direct selling company. Cross sponsoring is grounds for the immediate termination of your Distributorship.
9. Participation as a Distributor in Multiple Companies
Active participation in another direct selling company may negate your recognition in Waiora's Recognition Program.
10. Transfer of Distributorship
Each Waiora Distributorship is personal to the Distributor and may only be transferred by sale, will or intestate succession. Transfer by sale necessitates that the following requirements be met:
11. Distributor Renewal
Your Waiora Distributorship must be renewed annually. Waiora will begin to notify you via e-mail approximately 60 days prior to your renewal date. You must contact the Waiora Support Group
by your anniversary date and submit the appropriate renewal fee. You may also renew your Distributorship online (if applicable).
12. Non-Renewal Action
Failure to return the renewal form and fee by the Distributor's anniversary date will cause the Distributorship to become "expired." Expired means the Distributor is placed in a
probationary status with the Distributor having 30 days to submit the appropriate Distributor Renewal fee. A Distributor on probation is eligible to be paid for that commission period. If a
Distributorship is not renewed from expired status in 30 days, the Distributorship is "suspended." A suspended Distributor is not eligible to receive commissions and he is compressed
out of the organizational structure. A suspended Distributor has 30 days to submit the appropriate Distributor Renewal fee to become active. If the Distributorship is not renewed from
suspended status within 30 days of suspension, the Distributor is then considered "retired." A retired Distributor is converted to a wholesale customer of his or her Enroller and any acquired
customers or downline built by the retired Distributor will rollup to the first active Sponsor. Retired status will be construed as a Distributor resignation, and all agreements between Waiora
and the Distributor will be rendered null and void with no further force and effect. Waiora is not responsible for items lost or returned due to outdated addresses or invalid e-mail addresses,
which may then result in the retirement of your Distributorship by Waiora.
13. Reports; Confidentiality
Waiora is fully committed to protecting the privacy of its Distributors; therefore, Distributors must not disclose or distribute any Waiora downline organization reports. The identity of
Waiora's Distributors is a proprietary trade secret.
Information contained in any online or offline report or statement provided to you by Waiora is the proprietary and confidential information of Waiora and is transmitted to you in confidence. You agree not to disclose such information to any other person, firm or corporation, whether directly or indirectly, nor use said information for the purpose of competing with Waiora or for any purpose other than promoting Waiora's business. You and Waiora agree that without this agreement of confidentiality and nondisclosure, Waiora would not provide this information to you.
14. Waiver
The failure or delay of Waiora at any time to enforce any provision of the Distributor Agreement will not affect the right of Waiora to enforce that provision or to exercise any right,
power or remedy hereunder. Any waiver by Waiora or any breach of any provision of the Distributor Agreement should not be construed as a waiver of any continuing or succeeding
breach of such provision, a waiver of the provision itself or a waiver of any right, power or remedy hereunder.
15. Voluntary Resignation
The Distributor Agreement may be voluntarily cancelled at any time and for any reason by notifying Waiora of the election to resign/cancel. For the protection of your business asset, a
signed letter of resignation must be submitted. Waiora will, at the request of the Distributor, repurchase products from their last order at 90 percent of the net cost (see "Distributor
Returns") and apply the 70 Percent Rule to any other product returns. Upon voluntary termination, the Distributor will be eligible to reapply for a Waiora Distributorship under a
new sponsor 12 months from the resignation date. However, no terminated Distributor may re-sponsor any of his or her original downline organization. No Distributor re-entering the
Waiora business after the required 12-month period may reenter the Waiora business by having the Distributorship, partial or whole, of any existing Waiora Distributorship transferred
to them in any manner. In the event of termination, either voluntary or involuntary, and at the discretion of the company, the commissions for the Distributor's downline will roll up
to the next eligible upline Distributor. Distributors may not recruit or enroll any other Waiora Distributor or customer into another direct selling, multilevel marketing or network
marketing business, and must not do so for one year from the date of the Distributor's termination from Waiora (see "Cross Sponsoring").
16. Involuntary Termination
The company reserves the right to involuntarily terminate a Distributor whose Distributorship has not been renewed or has been inactive for six consecutive months. Involuntary
termination may also occur as a result of Disciplinary Action (see "Distributor Compliance and Disciplinary Action").
1. Distributor Initial Product Purchase Guarantee
All Waiora Distributors have a 30-day, 100 percent satisfaction guarantee on their initial product purchase. If a Distributor is dissatisfied with their product and contacts the company
within 30 days, Waiora will refund the full purchase price of any initial order less shipping charges and application fee within 30 days of receipt. Distributors may not return the
Waiora Distributor Kit.
2. Inventory Loading/70 Percent Rule
The Waiora Compensation Plan is based on retail product sales to customers and the consumption of products. It is not based on maintaining a product inventory. Inventory loading is prohibited.
Distributors are strictly prohibited from purchasing products or encouraging other Distributors to purchase products solely for the purpose of qualifying for commissions or bonuses.
In order to ensure that no inventory loading occurs, each Distributor, at the time of each order, must certify that 70 percent of his or her previous order has been sold or consumed by end users, and must be able to verify such certification. Each Distributor must maintain all retail receipts for a period of two years and must furnish them to Waiora upon request. If a Distributor does not comply with these requirements or if he or she falsely represents the amount of products sold or used, the Distributor is subject to discipline by Waiora, which could lead to the termination of the person's Waiora Distributorship (see "Termination Procedure; Discipline Action"). Failure to comply with the 70 Percent Rule will exempt those products from Waiora's refund policy (see "Distributor Returns"). Each Distributor acknowledges that Waiora is relying on such certifications in paying Distributor commissions.
3. Customer Guarantee
If a Customer is dissatisfied with their product, Waiora will refund the full purchase price of any order that was placed directly with Waiora (less shipping charges) within 30 days of receipt (see "Return
Merchandise Authorization"). When a retail sale is made directly from Distributor to customer, you are required to provide a Retail Sales Receipt to the customer. If a retail customer is dissatisfied
with the products, he or she may return them to you within 30 days of the sale. It is your responsibility to refund the purchase price promptly. To obtain a replacement product from Waiora,
you must send us a copy of the completed Retail Sales Receipt and written explanation for the requested item. Upon receipt, Waiora will issue a Return Merchandise Authorization (RMA) number to
return the unused portion of the product to Waiora for exchange (see "Return Merchandise Authorization").
4. Sales Tax
Sales taxes are levied by various agencies of state, county and local governments. Waiora products and sales aids including Distributor Kits are subject to sales tax, depending on the
location to which they are shipped. These taxes are collected by Waiora and remitted to the appropriate agencies. The collection of sales tax is not a revenue source for Waiora. The Waiora
business is based on the retail sale of products to customers; therefore, all sales taxes are based on suggested retail prices. However, AdvantageShip orders are deemed for personal
consumption and therefore sales taxes are calculated on the wholesale price.
A Distributor may elect to collect and remit their own sales taxes by registering with their state or local sales tax agency. In this instance, a Distributor may submit their sales tax license or exempt certificate to the company. A current/valid sales tax exemption will only apply to current and future orders. It does not get applied retroactively or to orders shipped to other individuals/other addresses.
5. Other Taxes
Due to the fact that all Waiora Distributors are independent contractors, Waiora does not deduct any taxes from commission or bonus checks. Waiora will issue a Form
1099 or equivalent at the end of each calendar year, which reports all of the income paid to you by Waiora, as required by the IRS.
6. Shipping Policy
Products will be shipped as soon as possible after receipt and payment of an order. Typically, shipments occur for most orders within 24 hours of the processing of the order. If
Waiora is temporarily out of stock on ordered merchandise, you will receive a back-order notice with your shipment. Back orders are filled first when new inventory arrives.
Commissionable Volume of back-ordered items is credited to the month in which Waiora was authorized to collect payment for the original order.
7. Ordering Policy
All orders must be placed directly with Waiora in order to receive proper volume credit. To ensure accuracy and validity of orders, you should personally place your
own orders. No other person can place an order on your behalf without your authorization. Additionally, you must personally pay for your orders with your own
credit card, debit card, money order or check. Failure to abide by these rules is grounds for disciplinary action. Waiora will accept credit card orders from Distributors
only for Visa®, MasterCard®, American Express® and Discover® credit cards, and only for Visa and MasterCard debit cards.
Any Distributor found submitting false banking information with regard to credit card information will be subject to disciplinary action and forfeit any and all income owed and in holding at that time.
8. Consumers Using a Waiora DIN
By submitting a Distributor Agreement, you will be assigned a Waiora Distributor Identification Number (DIN). A Waiora DIN will automatically be assigned to you
by Waiora upon acceptance of your Waiora Distributor Agreement (online or offline) and will be used to assign you credit for orders through phone, fax or Internet.
9. AdvantageShip Program (Autoship)
Waiora offers a monthly AdvantageShip Program for your convenience. The program's main benefit is that you can receive a customized order at a predetermined time each and
every month. Payment is automatically deducted from an authorized credit card.
The company only ships AdvantageShip orders from the 1st to the 20th day of each month. All AdvantageShip orders received between the 21st and last day of the month are moved and shipped on the 20th of each month thereafter. Waiora reserves the right to process AdvantageShip orders two days prior to the scheduled date due to weekends, holidays or weather-related events.
It is the responsibility of the Distributor to ensure that a valid payment option is on file to process their AdvantageShip order.
Changes to your AdvantageShip order can be made through your back office. Cancellations must be received no later than five (5) business days prior to the billing/ship date. Waiora reserves the right to process changes and cancellations as necessary. It is the responsibility of the Distributor to ensure changes have been made.
10. Backorders
Items that are on backorder will be shipped as soon as inventory becomes available.
11. Distributor Returns (Non-Initial Purchase)
After the initial purchase, a Waiora Distributor may only return products from future orders after voluntarily resigning from the company (see "Voluntary Resignation").
Waiora Distributors may return "resalable," unused products with current labels and intact seals in good condition. This product must be shipped back (prepaid)
to Waiora. The Distributor will be refunded 90 percent of the net cost of the product, less any compensation previously credited to the Distributor for purchasing the
inventory returned. Additionally, the company will deduct commissions paid to the upline which are no longer deemed collectible. Refunds will not occur on any
inventory certified as being "sold" under the 70 Percent Rule required for Distributor orders (see "70 Percent Rule"). Opened products, partial product packs, Distributor Kits
and their components, discontinued or opened sales tools, and products purchased from other independent Distributors are not refundable. Any compensation paid to
the Distributors upline will be deducted in the form of an adjustment to the next commission payout.
Waiora will not honor product refund requests made after 30 days of Distributor receipt of any given order. Requests to refund multiple AdvantageShip orders for previous months will not be honored by the company.
A returned order that was used to make a rank for a Distributor will result in the Distributor's loss of rank and any commissions earned for the relevant commission Policies & Procedures 8 Policies & Procedures period the order was commissioned in. Refund amounts from the returned order will reflect any outstanding adjustments.
12. Return Merchandise Authorization
Any product being returned to Waiora must include a Return Merchandise Authorization (RMA) number issued by a Waiora Support Group Representative. The RMA issued
will be valid for 10 business days. Distributors or customers that receive an RMA must ship the approved products back within 10 business days to Waiora. Products not shipped
back within 10 business days will not be honored and will be refused by Waiora. Only authorized returns that bear the appropriate RMA number will be honored. We will
not honor or be responsible for any unauthorized return. Any and all shipping or courier costs for the return of products are the sole responsibility of the Distributor. It
is recommended that a reliable, traceable, and insurable courier be used for shipping. Should the package contain damaged product (therefore rendering them non-resalable)
the Distribution Center will reject the return. Refusal to accept shipment is not considered an acceptable form of return and will result in a Distributor’s termination.
When the above procedure has been completed and the return has been verified, a refund for the purchase will be issued in the original form of payment within 30 days. Please call the Waiora Support Group at 1-866-MY-WAIORA (1-866-699-2467) for more information.
1. General
a. Advertising
Waiora encourages advertising and promotion as a viable method for you to build your business. However, strict guidelines are necessary to maintain an ethical marketing
effort. Therefore, these guidelines are a part of the agreement between Waiora and its Distributors. As a Waiora Distributor, you are an independent contractor and shall not represent
yourself as a Waiora employee. Further, you can in no way state or otherwise imply that you, or any new Distributor, will be employed by Waiora. Corporate-approved audiocassettes
and phone message recordings must identify you as a Distributor at the beginning of the message. For further details on advertising and promotion, contact the Waiora
Support Group at 1-866-MY-WAIORA (1-866-699-2467).
b. Promotion
You can promote your business in any legal and ethical manner you desire, without misrepresenting Waiora, its products, company or business. You may not make outlandish or implied
health claims regarding Waiora's products, nor make false financial claims about the business. No reproduction of Waiora literature or labels, in part or whole, is allowed. Reproduction
of product labels is a violation of federal law; only original materials as furnished by Waiora may be used. All Waiora literature is copyrighted and cannot be duplicated in any form.
This restriction includes but is not limited to photocopies, graphic reproductions, translated verbiage, corporate/product photos and copy taken in part and/or out of context. You
cannot state or imply that Waiora approves or endorses any privately produced motivational literature or training materials used within your organization. You can promote Waiora
products with the condition that the products are not shown or displayed with any other products that are sold through the network marketing distribution channel.
2. Advertising
a. Distributor Advertising
Any use of print, Internet, radio or other form of advertisement must indicate that you are an independent contractor or Distributor of Waiora. This includes business cards, post cards, flyers, etc. Waiora
has an approved Independent Distributor logo that is available for use. To request a copy of Waiora's Independent Distributor logo, contact the Waiora Support Group at 1-866-MY-WAIORA
(1-866-699-2467). In addition, many of Waiora's third-party vendors use this logo in their pre-approved marketing materials. Questions about third-party vendors or inquiries should be
directed to compliance@waiora.com.
b. Public Advertising - Media; Internet
The use of public advertising media to advertise Waiora products or the Waiora business opportunity is restricted. Restricted public advertising media are any television network
or cable broadcast, radio or other electronic media, billboards, bus stop or park benches, and automated telephone solicitation equipment. Additionally, unapproved or unauthorized Internet
or any other online services as well as spamming and the use of unauthorized and/or unapproved radio promotions or broadcasts of any sort are strictly prohibited.
c. Price Advertising/Promotion
All advertising of Waiora products, through any media, must promote the suggested retail price of the products. Any promotion for less than suggested retail is prohibited.
This type of activity is inconsistent with the network marketing/direct sales philosophy. In addition, no special enticement, incentive or promotions associated with the sale
of Waiora products is allowed. This includes but is not limited to free shipping, free membership, etc.
d. Approval
At the request of the Distributor, Waiora may review advertisements created by the Distributor for compliance of Waiora's Policies & Procedures, however, Waiora will
not approve Distributor advertisements. Only company issued materials reflect the position of the company with respect to the uses and benefits of any product or
service. Any advice provided by the company regarding advertising should not be considered approval by Waiora. Distributors are personally liable for any and all
advertising and media they produce. All advertisements, including those of a "blind" nature, i.e., without use of any corporate identities; any media, including
newspaper ads, audio cassettes or videotapes, recorded messages, posters, flyers, promotional items, etc. are the sole responsibility of the Distributor.
Distributors agree to indemnify and hold Waiora harmless from any claims made as a result of advertising and promotional materials produced and distributed by the Distributor. If an advertisement published by a Distributor contains non-compliant health and/or income claims (as set forth by the FDA, FTC or DSA), disciplinary action may be taken against the Distributor. Although the Distributor is personally responsible for the content of every advertisement, the company may take action when Waiora Distributor or corporate logos, product names or compensation plan are listed or when any harm to the Company may result from the claims as determined by the Company.
e. Enforcement
Upon notification of violation of a Waiora policy, the company will first verify that a violation has actually occurred. Many times violations are reported by other
Distributors and it's imperative that the company first verify the accuracy of the claim. Upon verification of a violation, the company will implement the following steps:
If no action be taken within 10 days of your suspension, the Distributorship with Waiora will be terminated.
3. Company Names, Trademarks and Logos
Waiora employee names, corporate names, Distributor lists and information, trademarks or logos are proprietary and may not be used in any manner, including in the reproduction
of literature (partial or whole) or in any advertisement. This includes domain names, URL's and e-mail addresses. The names and logos of Waiora and its products may only be
used in retail product advertising. Advertisements to attract Distributors and the Waiora business opportunity may be run with or without ("blind") reference to Waiora, Waiora product
names or use of the Waiora names or logos. Use of the Waiora names or logos alone is strictly prohibited. Waiora strictly prohibits the use of its corporate name, logo or trademark or
any statements with respect to Waiora's business, products or operations in any financing activity by a Waiora Distributor. Waiora does not approve or condone any such financing
activities and any violation of this policy could lead to the termination of your Waiora Distributorship.
4. Distributor Tools
a. Audio, Visual and Print Training Materials
Only Distributors who qualify at the Diamond level for six consecutive months and who are officially approved by the company are eligible to produce and distribute audio, video and
print training materials to their downline. These materials may be produced for six months following the period of consecutive qualification and must meet the following criteria: They must
be pre-approved in writing by Waiora prior to release. A hard copy script for all material must be submitted for approval. The maximum charge for audio material is $2 per tape as they are
to be produced for training purposes only and not for profit. The cover and/or label must also be submitted to Waiora for approval and must identify the Diamond Distributor who has
produced the material and clearly indicate that he/she is a Distributor. A similar statement is necessary as an introduction at the beginning of the audio or video.
b. Recorded Messages
All recorded messages that are referenced in any form of advertising that include Waiora or Waiora products, names, trademarks or logos must be submitted in written script form
to Waiora for approval prior to use. Corporate-approved audiocassettes and phone message recordings must identify you as a Distributor at the beginning of the message.
5. Retail Outlets
Waiora products are prohibited from being sold or displayed in retail outlets except for businesses that operate "by appointment only," such as beauty salons, tanning salons and doctors' or
chiropractors' offices and in private clubs such as figure salons and health clubs. The following retail outlets are examples of, but are not intended to be a complete list of, those retail outlets
that definitely cannot sell Waiora products or display literature: health food stores, unattended mall kiosks, drugstores, personal Internet storefronts (not provided by Waiora), online outlets such
as auction or barter sites or other third-party online retailers. This policy does not prohibit a retail store owner from being a Distributor, just from displaying or selling Waiora products in a
retail environment.
6. Fairs and Trade Shows
You can promote Waiora products at fairs and trade shows as long as Waiora products are not shown or displayed with any other products that are sold via network marketing.
1. Overview
Waiora’s compensation is a fair and balanced financial opportunity for the part-time Distributor as well as the full-time business builder. Compensation is earned based on the retail sale
of products, personal consumption and building of a Distributor organization. Waiora’s Compensation Plan provides two pay periods – bi-weekly (also known as FastStart) and monthly
(also known as Organizational Commissions). The Waiora Compensation Plan pays out bi-weekly and monthly providing the opportunity to earn thirty-six (36) paychecks a year.
2. FastStart
The FastStart Bonus allows every Distributor the opportunity to earn a bi-weekly check. Each period, you can earn commissions on the first 200 in volume of your newly enrolled
Distributor’s initial order. By qualifying at higher levels, you can also earn commissions on the volume of Distributors enrolled by the people you have personally enrolled.
3. FastStart Pay Period
The FastStart pay period is based on orders placed and paid for during two bi-weekly pay periods each month: the 1st - 15th and the 16th through the end of the month. Waiora must
receive and process an order no later than 11:59 p.m. EST on the 15th or the last day of the month to be included in the FastStart check issued for that period. Distributors wishing
to include orders and receive payment for a particular period outside of Waiora’s hours of operation, may process orders online though the company’s web site at www.waiora.com.
FastStart commission checks will be mailed three to five business days after the close of a FastStart period, barring forces of nature that are beyond our control that may cause a delay in the mailing of commission checks.
4. Monthly (Organizational Commissions) Pay Period
The monthly commission pay period is based on the calendar month. Waiora must receive an order no later than the last day of the calendar month in order for it to be included in
the commission check issued for that month. Distributors wishing to include orders outside of Waiora’s hours of operation, may process orders online though the company’s
website (www.waiora.com). Fax and mail orders must be received no later than midnight (12:00 a.m. EST).
FastStart commission checks will be mailed between the 15th and 20th day of each month for orders received during the previous month, barring forces of nature that are beyond our control that may cause a delay in the mailing of commission checks. If the commission check mail date is a holiday or weekend, commission checks will be mailed on the following business day. Detailed information for a Distributor check is only available online in the Distributor’s Back Office/My Account area. Should a Distributor request a hard copy of this information, a service fee will be assessed.
If a Distributor beleives there is an error in their activity report, the Distributor must notify Waiora immediately. If such problems are not presented to Waiora in writing within forty-fi ve (45) days after the end of the relevant commission period, the Distributor waives all recourse with respect to such alleged error.
5. Lost or Replacement Checks
In the event a Distributor has lost or misplaced a commission check (bi-weekly or monthly), or a request for replacement for a check under $50 will result in a credit
(an adjustment to the subsequent monthly commission run) to the Distributor’s account. If a commission check is over $50, the Distributor can request a replacement check
be issued for a fee of $5 or the Distributor can have the amount credited (adjusted; see above) to their account. Requests from Distributors for checks never received will
require a thirty (30) business day waiting period from the date of the original mailing
6. Compensation Plan
Waiora's Distributor Compensation Plan is designed with the
following objectives:
~ A plan that is easy to understand
~ A plan that rewards performance
~ A plan that is fair and balanced providing a lucrative financial opportunity for the part-time Distributor as well as the full-time business builder.
The Waiora Compensation Plan has six phases and a reward trip.
1) Retail Profits
Distributors can earn Retail Profits on products purchased at retail by your customers and products purchased by Distributors at wholesale and sold to retail customers.
2) Customer Rebates
Selling product to customers is an essential business-building activity. The company provides a very efficient program for selling and delivering product to customers. Customers can
sign up, order and have their product delivered directly from the company. The company rewards Distributors for customer orders as follows:
| Customer Volume | Customer Rebate |
| 100 - 499 | 5% |
| 500 | 10% |
Volume from customers does not count as part of a Distributor’s qualification for own their Personal Volume or monthly AdvantageShip. To earn customer rebates, a Distributor must have 100PV in the qualifying month and be in good standing with the company.
3) FastStart
The objective of FastStart is to provide immediate rewards for selling products to customers and building a Distributor organization. FastStart is paid bi-weekly with the pay periods
running from the 1st to the 15th and the 16th to the end of the month. FastStart commission checks are issued two to four days after the close of the FastStart period.
Rewards for FastStart are based on three factors:
The requirements for your AdvantageShip and additional PV are based on your level of activity in the preceding month, not the current month. For new Distributors in their first month, the requirements are based on their current month activity.
Distributors have the potential of earning two levels deep which includes their personal enrollment activity (Level 1) and the enrollment activity of people they have personally enrolled (Level 2). FastStart is paid as follows:
| Your Personal AdvantageShip |
Additional Personal Volume |
Level 1 | Level 2 |
| - | 100 | 10% | - |
| 100 | - | 15% | - |
| 200 | - | 25% | 10% |
| - | 300 |
In addition, Waiora has a FastStart instant qualification for existing Distributors to receive maximum FastStart payout in the current AND following month. Any existing Distributor who places a single 500 PV order in a particular month will immediately qualify for the maximum FastStart payout for the remainder of the current month and following month.
A unique aspect of Waiora's Fast Start is that it provides "linked enrollment" which permanently links an enroller to their new Distributor. Linked enrollment permanently rewards FastStart to the Enroller, not the upline Sponsor, for the enrollment activity of the new Distributor.
When a new Distributor joins Waiora, they should focus all their efforts on building a customer base, enrolling and the rewards provided by FastStart. FastStart earnings in a new Distributor's first few months will be a significant source of income until they have developed a Distributor organization and begin earning monthly Organizational Commissions.
4) PaceSetter Bonus Program
A Distributor may qualify for the PaceSetter Bonus every month in which they qualify. The PaceSetter Bonus is paid monthly to those that qualify by meeting the following criteria:
The bonus is paid based on points earned from each new Distributor personally enrolled during the month. Points are earned based on a new Distributor's initial order as follows:
At the end of each month the total points earned by all qualifying Distributors are totaled. A Distributor's PaceSetter Bonus is their total points earned multiplied by $20.
5) Monthly Organizational Commissions
At the end of each calendar month, Distributors qualify at one of six ranks. The qualifications are based on the size and structure of their organization. The following summarizes the
qualifications required and commissions earned at each rank:
Organizational Commissions are calculated using compressed volume which means that any Distributor that has volume of less than 100 does not count as a level.
6) Ruby Growth Bonus
The Ruby Growth Bonus is designed to reward Rubies for their monthly growth and recruiting efforts. The bonus consists of one percent (1%) of net country volume, is
paid monthly and shared among the Ruby Bonus qualifiers. To qualify for the bonus in any given month, a Distributor must be an active Ruby; must personally enroll
three new PaceSetters and; increase their month-over-month, qualifying five-level Organizational Volume (OV) by 1,000.
How to Qualify
In order to qualify for the Ruby Bonus, Rubies must achieve the following requirements:
7) Emerald Growth Bonus
The Emerald Growth Bonus is designed to reward Emeralds for their efforts as they grow their businesses month over month. The bonus consists of one percent (1%) of
net local country volume, is paid monthly and shared among the Emerald qualifiers (of the bonus). To qualify for the bonus in any given month, a Distributor must
be an active Emerald; must personally enroll two new PaceSetters and; increase their month-over-month, qualifying seven-level Organizational Volume (OV) by 2,000.
Qualifying Emeralds will earn shares of the bonus based on leg OV.
How to Qualify
In order to qualify for the Emerald Bonus, Emeralds must achieve the following monthly requirements:
How to Earn
8) Global Diamond Bonus
The Global Diamond Bonus is designed to reward Diamonds for building and growing their organizations. The bonus consists of two percent (2%) of net global
commissionable volume, is paid quarterly, and is shared among Diamond qualifiers. To qualify for the bonus in any given calendar quarter, a Distributor must
maintain a rank of Diamond or higher and grow their quarter-over-quarter qualifying Organizational Volume. Qualifying Diamonds earn shares of the bonus based
on Diamond rank.
How to Qualify
In order to qualify for the Global Diamond Bonus a Diamond must achieve the following quarterly requirements:
How to Earn
| Qualifying Level | Shares Earned |
| Diamond | 2 |
| Single Diamond | 3 |
| Double Diamond | 5 |
| Triple Diamond | 7 |
| Blue Diamond | 9 |
| Black Diamond | 12 |
Other
The Bonus is paid based on the lowest achieved Diamond rank of the quarter. This means if you are a Double Diamond in January and February and a Single Diamond in March, you will qualify to earn the Single Diamond Bonus.
Top Performers' Reward Trip
Grow your business and reap the rewards! Twice a year, Waiora sends its Top Performers on a long weekend getaway for two in reward and recognition of their outstanding businessbuilding
activities. Held in a top-tier destination city, this three-night, four-day extravaganza includes airfare, luxurious hotel accommodations and exciting events including a business
meeting with Waiora executives and leadership training by Waiora’s top leaders. To qualify for this special reward trip, Distributors earn points based on their advancement in rank,
personal enrollment activity and PaceSetter Bonus qualifi cation. The top point earners over a six month qualifi cation period (March- August or September - February) will earn a spot on the
Top Performers’ Reward Trip. There are no limits to how many times you can qualify, so travel with Waiora twice a year!
8. Plan Amendments
Changes to the Compensation Plan can be made at the discretion of the company at any time. Posting on the corporate web site represents official notification.
9. Compensation Eligibility
In order to receive compensation from Waiora, a Distributor must have a minimum of 100 PV in personal orders and be in good standing with the company.
1. Compliance
It is mandatory that all Waiora Distributors strictly comply with all of Waiora's Policies & Procedures. The Policies & Procedures have been prepared for the protection of Waiora
and its Distributors. Because violations can jeopardize both Waiora's business and yours, they will be considered extremely serious and can result in termination and the
loss of all Distributor benefits. Each Distributor agrees to indemnify and hold harmless Waiora, its management and officers, and any of its affiliated companies from any claim,
action or liability asserted arising out of the Distributor's actions, omissions or representations in sponsoring or conducting the Distributor's independent Waiora business
(see "Termination Procedure").
2. Termination Procedure; Disciplinary Actions
In the event Waiora verifies a material violation of the Distributor Agreement, the company can elect to terminate the offending Distributor. The termination
procedures are as follows:
3. Arbitration
If a legal disagreement arises between Waiora and any Distributor, both parties agree to resolve it by binding arbitration in accordance with the existing rules of the
American Arbitration Association and under the laws of the State of Florida and Palm Beach County. Any arbitration proceedings will be at Waiora's corporate headquarters. The
Distributor shall bear his or her costs for such proceeding.
4. International Sponsoring; Export Policy
You may not, directly or indirectly, without prior company approval, export any Waiora product or cause any improper business-building activities, including advertising "blind"
or otherwise, in any country not declared open by Waiora or in which Waiora is operating a Not-for-Resale program. You acknowledge that any violation of these policies would
cause irreparable damage to Waiora and the respective affiliated Waiora companies conducting business in these countries as well as the ability of Waiora to conduct business
in other countries. Violation of these policies could lead to the termination of your Waiora Distributorship. No Waiora Distributor without prior approval from the company can
export or sell to others who export Waiora products from the United States or its possessions or territories to any country.
5. Confidentiality and Non-Disclosure Agreement
Downline reports and all other reports and genealogical information, including, but not limited to, downline sales organization information and commission recap statements, are
proprietary and confidential to Waiora. Every Distributor who is provided with such information must treat it as confidential and take care to maintain its secrecy and refrain from making
any use thereof for any purpose other than the management of his or her downline sales organization.
As a result of your membership in Waiora, you will have access to Confidential Information which you acknowledge to be proprietary, highly sensitive and valuable to Waiora's business and is being made available to you solely and exclusively for purposes of furthering the sale of Waiora products and prospecting, training and sponsorship of third parties who may desire to become Waiora Distributors and to further build and promote your Waiora business.
6. Definitions
"Trade Secret" or "Confidential Information" shall mean information, including a formula, pattern, compilation, program, device, method, technique or process, that:
7. Confidential Information
8. Further Restrictive Covenants In consideration to Waiora for the receipt of Confidential Information, you further agree that for the term of your Distributorship, you shall not take or encourage any action, the purpose or effect of which would be to circumvent, breach, interfere with or diminish the value or benefit of Waiora's contractual relationships with any Waiora Distributor. Without limiting the generality of the foregoing, for the term of your Distributorship, you agree not to directly or indirectly, contact, solicit, persuade, enroll, sponsor or accept any Waiora Distributor, Waiora Customer or anyone who has been a Waiora Distributor or Customer for the last six months, into, or to encourage any such person in any way to promote opportunities in marketing programs of any direct sales company other than Waiora. Furthermore, during the term of your Distributorship, you are prohibited from appearing in, being referenced in, or allowing your name or likeness to be featured or referenced in any promotional, recruiting or solicitation materials or activities for any direct sales company, except Waiora.
In addition, any action taken by a Distributor while building their organization that is found to be detrimental to Waiora will be subject to disciplinary action, up to and including suspension and/or termination of their Distributorship. This type of action includes, but is not limited to, manipulative building of super nodes and placement manipulation.
9. Term The agreements contained in the "Confidentiality Information" section of these procedures shall remain forever and in perpetuity. The agreements contained in the "Further Restrictive Covenants" section of these procedures shall remain in full force and effect during the term of the previously executed Distributorship Agreement between Waiora and you, and thereafter until one (1) year after the expiration and termination of such Distributorship Agreement.
10. Return of Information Upon termination of the Distributorship Agreement between Waiora and you, you shall return all copies of the Confidential Information in the Distributor's possession or control. Upon request by Waiora, you shall certify to Waiora, by sworn affidavit that you have returned all copies of the Confidential Information in its possession or control and that no other copies of the Confidential Information exist in your possession or control.
11. Breach and Remedies You acknowledge that Waiora would suffer irreparable harm as a result of any unauthorized disclosure or use of the Confidential Information and that monetary damages are insufficient to compensate Waiora for such harm. Therefore, if you are in breach of these Policies & Procedures, Waiora is entitled to an injunction or temporary restraining order, without notice to you, restraining any unauthorized disclosure or use of the Confidential Information in addition to any other available remedy, including damages. In any such action, if Waiora prevails, you agree you are to reimburse Waiora for its costs and reasonable attorneys' fees incurred in connection with taking the legal action.
12. Policies & Provisions Severable If any provision of these Policies, 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 compromised a part of these Policies & Procedures.
13. Entire Agreement The Distributor Agreement and Policies & Procedures constitutes the entire agreement between the Distributor and Waiora, and no other promises, offers, representations, agreements or understandings of any kind shall be binding on Waiora, unless made in writing and signed by an authorized officer of Waiora. The Distributor must agree to comply with all federal, state and local laws relating to his or her business and not engage in any unlawful or illegal trade practice or business activity. These Policies & Procedures govern the way a Distributor does business with Waiora, other Distributors and retail customers. Together with the Waiora Compensation Plan and the Distributor Agreement, these Policies & Procedures constitute a complete contract between Distributors and Waiora.
14. Governing Law These Policies & Procedures as well as the Distributor Agreement shall be governed by the laws of the state of Florida and Palm Beach County.