Policies and Procedures

v1.0 – 09.23.2019

1.0 INTRODUCTION

1.1 Mutual Commitment Statement

Veluca, Inc. (“hereafter as “Veluca” and/or the “Company”) recognizes that in order to develop a long-term and mutually rewarding relationship with its business owners (“Referral Partners”) and retail customers (“Customers”), the Company and its base of wholesalers must work together in order to support the marketing and sale of Veluca products.

In the spirit of mutual respect and understanding, Veluca is committed to:
1. Providing prompt, professional and courteous service and communications to all of its Referral Partners;
2. Providing access to quality products at outstanding prices;
3. Exchanging or Refunding the purchase price of any product only as provided in our Customer Terms and Conditions:
4. Delivering orders promptly and accurately;
5. Paying commissions on a timely basis and in the correct amount(s);
6. Supporting, protecting and defending the integrity of the Veluca sales opportunity;
In return, the Company expects that its Referral Partners will:
1. Conduct themselves in a professional, honest, and considerate manner;
2. Present Corporate and product information in a concise, accurate and ethical manner;
3. Present the Compensation Plan and Customer Terms and Conditions in a complete and correct manner;
4. Make reasonable effort(s) to support those in their downline;
5. Provide positive guidance to Customers/Referral Partners and train those in their downline — all while exercising caution to avoid interference with another Referral Partner’s downline. A Referral Partner is discouraged from providing cross-line training to those in another Referral Partner’s sales organization without first obtaining the appropriate consent;

1.2 Veluca Policies and Compensation Plan Incorporated Into the Referral Partner Agreement

Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Veluca Agreement, these Policies and Procedures, and the Veluca Compensation Plan.
It is the responsibility of a Sponsoring Referral Partner to provide the most current version of these Policies and Procedures (available on the Veluca website) and the Veluca Compensation Plan to each applicant prior to his, her and/or its execution of the Referral Partner Application & Agreement.

1.3 Purpose of Policies

Veluca is a direct sales company that provides access to white label products at wholesale prices through a network of business owners. To clearly define the relationship that exists between the Company and its business owners, as well as to explicitly set a standard for acceptable business conduct, Veluca has established these Policies and Procedures (“Policies”).
Veluca Referral Partners are required to comply with all of the following: (1) all of the terms and conditions set forth in the Referral Partner Agreement, which the Company may amend from time to time in its sole and absolute discretion; (2) all federal, state, and/or local laws governing a Veluca business; and (3) these Policies.
Referral Partners must review the information in these Policies carefully. Should you have any questions regarding a policy or rule, you are encouraged to seek an answer from your Sponsor. If further clarification is needed then you should contact the Veluca Customer Service Department.

1.4 Changes, Amendments, and Modifications

Because federal, state and local laws (along with the business environment) periodically change, the Company reserves the right to amend the Agreement in its sole and absolute discretion. Notification of any amendments shall appear in Official Veluca Materials (“Official Corporate Materials”).Please note: This provision does NOT apply to the arbitration clause found in Section 13, which can only be modified via mutual consent.
Any such amendment, change, or modification shall be effective immediately upon notice by one of the following methods:
1. Posting on the official Corporate website;
2. Electronic mail (e-mail); or
3. In writing through Corporate newsletters or other lines of Company communication channels.

1.5 Delays

Veluca shall not be responsible for delays or failures in performance of its obligations when such failure is due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, transportation difficulties, riot, war, fire, and/or weather, curtailment of a source of supply, or government decrees or orders.

1.6 Effective Date

These Policies shall become effective as of September 23, 2019 (“Effective Date”), and, at such time shall automatically supersede any prior Policies and Procedures (“Old Policies”). From this Effective Date forward, the Old Policies shall cease to have any force or effect.

2.0 BASIC PRINCIPLES

2.1 Becoming a Veluca Referral Partner

To become a Referral Partner, an applicant must comply with the following requirements:
1. Have a valid taxpayer identification number (i.e. Social Security Number, Federal Tax ID Number, ITIN, etc.);
2. Submit a properly completed and signed Referral Partner Application & Agreement; and
3. Not be a Veluca employee, the Spouse of a Veluca employee or related to an employee of Veluca and living in the same household as such Veluca employee.
4. Purchase a non-commissionable enrollment package and submit a monthly $19.95 fee for partner portal access.

2.2 New Referral Partner Registration

A prospective Referral Partner may self-enroll on a Sponsor’s website. In such event, instead of a physically signed Agreement, the Company will accept this web-enrollment by way of one’s “electronic signature.” This will signify that the prospective Referral Partner has accepted the terms and conditions of the Referral Partner Agreement. Please note that such electronic signature constitutes a legally binding agreement between you and the Company.
Veluca reserves the right to require signed paperwork for any account, regardless of origin.

2.3 Rights Granted

Veluca hereby grants to you as a Referral Partner a non-exclusive right, based upon the terms and conditions contained in the Agreement and these Policies, to:
1. Purchase Veluca products under same terms and conditions as Veluca Customers;
2. Promote and sell these products; and
3. Accrue a strong customer base and sponsor new Referral Partners in the United States to do the same.

2.4 Identification Numbers

Every Referral Partner must provide his or her Social Security Number, or Federal Tax Identification Number, to the Company. Veluca reserves the right to withhold commission payments from any Referral Partner who fails to do so or who provides false information. Upon enrollment, the Company will provide each Referral Partner a Veluca Identification Number. This number will be used to place orders, structure organizations, and track commissions and bonuses.

2.5 Business Entities

A corporation, partnership, LLC, or trust (collectively referred to as a “Business Entity”) may apply to be a Veluca Referral Partner. This Referral Partner business and position will remain temporary until the proper documents are submitted. The Business Entity must submit one of the following documents: Certificate of Incorporation, Articles of Organization, Partnership Agreement or appropriate Trust documents. Veluca must receive these documents within ten (10) business days from the date the Referral Partner Agreement was signed.
A Veluca Referral Partner may change their status under the same Sponsor from an individual to a partnership, LLC, corporation, trust or from one type of business entity to another.

2.6 Independent Business Relationship; Indemnification for Actions

The Veluca Referral Partner is an independent contractor, and not a purchaser of a franchise or business opportunity. Therefore, each Referral Partner’s success depends on his or her independent efforts.
The Agreement between you and the Company does not create an employer/employee relationship, agency, partnership, or joint venture between parties.
A Referral Partner shall not be treated as an employee of Veluca for any purposes, including, without limitation, for federal or state tax purposes. All Referral Partners are responsible for paying local, state, and federal taxes due from all compensation earned as a Referral Partner of Veluca. Any other compensation received by Referral Partners from Veluca will be governed by applicable U.S. (or the tax laws of any other applicable jurisdiction). You have no express or implied authority to bind Veluca to any obligation or to make any commitments by or on behalf of the Company. Each Referral Partner, whether acting as management of a Business Entity or represented as an individual, shall establish his or her own goals, hours, and methods of operation and sale, so long as he or she complies with the terms of the Agreement, these Policies, and applicable state and federal laws.
A Referral Partner is fully responsible for all of his or her verbal and written communications made regarding Veluca products and the Compensation Plan not expressly contained within official Corporate materials. Referral Partners shall indemnify and hold harmless Veluca, its directors, officers, employees, product suppliers and agents from any and against all liability including judgments, civil penalties, refunds, attorney fees and court costs incurred by the Company as a result of the Referral Partner’s unauthorized representations or actions. This provision shall survive the termination of the Veluca Referral Partner Agreement.

2.7 Errors or Questions

If a Referral Partner has questions about, or believes any errors have been made regarding commissions, bonuses, business reports, orders, or charges, he, she or it must notify the Company in writing within thirty (30) days of the date of the error or incident in question. Any such errors, omissions or problems not reported within 30 days shall be deemed expressly waived by Referral Partner.

3.0 VELUCA REFERRAL PARTNER RESPONSIBILITIES

3.1 Minimum Order Value

Referral Partners buying products from Veluca does so exclusively with the purpose of reselling the products to consumers or retailers. Referral Partners represent and warrant that they are sophisticated business entities and are capable of assessing the risk before placing bulk orders of product. Referral Partners are charged with the responsibility of moving their inventory to end users free from assistance by Veluca.

3.2 Correct Addresses

It is the responsibility of a Customer/Referral Partner to make sure Veluca has the correct shipping address before any orders are shipped.
A Customer/Referral Partner may be assessed a $20 fee for returned shipments due to an incorrect shipping address.

3.3 Constructive Criticism; Ethics

Veluca desires to provide its independent Referral Partners with the best products and services and Compensation Plan in the industry. Accordingly, Veluca values constructive criticism and encourages the submission of written comments addressed to Veluca Compliance Department.
Negative and disparaging comments about Veluca, its products or Compensation Plan, by Referral Partners made to Veluca, on social media, in the Field or at Veluca meetings or events, or disruptive behavior at Veluca meetings or events, serve no purpose other than to dampen the enthusiasm of other Veluca Referral Partners. Veluca Referral Partners must not belittle Veluca, other Veluca Referral Partners, Veluca products or services, the Compensation Plan, or Veluca directors, officers, or employees, product suppliers or agents. Such conduct represents a material breach of these Policies and Procedures and may be subject to sanctions as deemed appropriate by Veluca.
Veluca is committed to providing Referral Partners with a work environment free from harassment, intimidation, and abuse from other Referral Partners, employees, vendors, and any other individuals in the work place. At Veluca, harassment of any kind will not be tolerated and is strictly prohibited, such as: derogatory or threatening comments, inappropriate sexual behavior including but not limited to unwelcome sexual advances or requests for sexual favors, displaying visual images of a sexual nature, physical or verbal harassment, or violent behavior. Employees are encouraged to report any type of harassment incidents immediately. Veluca will not tolerate acts or threats of violence and will investigate all reports. You have a responsibility to act when you are aware of a threat or risk to any of our employees.
Veluca endorses the following code of ethics:
1. A Referral Partner must show fairness, tolerance, and respect to all people associated with Veluca, regardless of race, gender, social class or religion, thereby fostering a “positive atmosphere” of teamwork, good morale and community spirit.
2. A Referral Partner shall strive to resolve business issues, including situations with upline and downline Referral Partners, by emphasizing tact, sensitivity, good will and taking care not to create additional problems.
3. A Referral Partner must be honest, responsible, professional and conduct him or herself with the utmost level of integrity.
4. A Referral Partner shall not make disparaging statements about Veluca, other Referral Partners, Company employees, product suppliers or agents, products, services, sales and marketing campaigns, or the Compensation Plan, or make statements that unreasonably offend, mislead or coerce others.
Veluca may take appropriate action against a Referral Partner if it determines, in its sole discretion, that his or her conduct is detrimental, disruptive, or injurious to the Company or to other Referral Partners.

3.4 Reporting Policy Violation

A Referral Partner who observes a policy violation by another Referral Partner should submit a written and signed letter (e-mail is an acceptable form of written notice) of the violation directly to Corporate. The letter shall set forth the details of the incident as follows:
1. The nature of the violation and specific facts to support the allegations;
2. Dates and number of occurrences;
3. Persons involved; and
4. Supporting documentation
Once the matter has been presented to Corporate, it will be researched thoroughly by the Compliance Department and appropriate action will be taken if required.
This section refers to the general reporting of policy violations as observed by other Referral Partners for the mutual effort to support, protect, and defend the integrity of the Veluca business and sales opportunity. If a Referral Partner has a grievance or complaint against another Referral Partner which directly relates to his or her Veluca business, the procedures set forth in these Policies must be followed.

3.5 Sponsorship

The Sponsor is the person or entity who introduces a Customer/Referral Associate/Referral Partner to Veluca, helps them complete their enrollment, and supports and trains those in their downline.
Veluca recognizes the Sponsor as the name(s) shown on the first:
1. Physically signed Referral Partner Application & Agreement on file; or
2. Electronically signed Agreement online.
A Referral Partner Agreement that contains notations such as “by phone” or the signatures of other individuals (i.e., employees, Sponsors, spouses, relatives, or friends) is not valid and will not be accepted by the Company.
Veluca recognizes that each new prospect has the right to ultimately choose his or her own Sponsor, but the Company will not allow Referral Partners to engage in unethical sponsoring activities.
All active Referral Partners in good standing have the right to Sponsor and enroll others into Veluca. While engaged in sponsoring activities, it is not uncommon to encounter situations when more than one Referral Partner will approach the same prospect. It is the accepted courtesy that the new prospect will be sponsored by the first Referral Partner who presented a comprehensive introduction to Veluca products or the sales opportunity.

3.6 Cross Sponsoring Prohibition

“Cross sponsoring” is defined as the enrollment into a different line of sponsorship of an individual, or Business Entity, that already has a signed Referral Partner Agreement. Actual or attempted cross sponsoring is not allowed. If cross sponsoring is verified by Veluca, sanctions may be imposed up to and including termination of a Referral Partner’s business.
The use of a Spouse’s or relative’s name, trade names, assumed names, DBA names, corporation, partnership, trust, Federal ID numbers, or fictitious ID numbers to evade or circumvent this policy is not permitted.
This policy does not prohibit the transfer of a Veluca business in accordance with these Policies, specifically the Sale or Transfer policy set forth herein.

3.7 Adherence to Laws and Ordinances

Many cities and counties have laws regulating certain home-based businesses. In most cases, these ordinances do not apply to Referral Partners because of the nature of the business. However, you must check your local laws and obey the laws that do apply.
A Referral Partner shall comply with all federal, state and local laws and regulations in their conduct of your Veluca business.

3.8 Compliance with Applicable Income Tax Laws

Veluca will automatically provide a complete 1099 Miscellaneous Income Tax form (nonemployee compensation) to each US Referral Partner whose earnings for the year is at least $600 or who has purchased more than $5,000 of Veluca products for resale, or who received trips, prizes or awards valued at $600 or more. If earnings and purchases are less than stated above, IRS forms will be sent only at the request of the Referral Partner, and a minimum charge of $20 may be assessed by Veluca.
A Referral Partner accepts sole responsibility for and agrees to pay all federal, state and local taxes on any income generated as an independent Referral Partner, and further agrees to indemnify Veluca from any failure to pay such tax amounts when due.
If a Referral Partner’s business is tax exempt, the Federal Tax Identification number must be provided to the Company in writing.
Veluca encourages all of its Referral Partners to consult with a tax advisor for additional information concerning their business.

3.9 One Veluca Business Per Referral Partner

A Referral Partner may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one (1) Veluca business. No individual or entity may have, operate or receive compensation from more than one Veluca businesses. Individuals of the same family unit may each enter into or have an interest in their own separate Veluca businesses, only if each subsequent family position is placed frontline to the first family member enrolled. A “family unit” is defined as spouses and dependent children living at or doing business at the same address.
A Referral Partner is not allowed to create a personally sponsored customer position that that the Referral Partner operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in, including a familily unit as earlier described.

3.10 Solicitation for Other Companies or Products

A Veluca Referral Partner may participate in other direct sales, multilevel, network marketing or relationship marketing business ventures or marketing opportunities. However, during the term of this Agreement and for one (1) year thereafter, you may not recruit any Veluca Customer/Referral Partner for any other direct sales or network marketing business, unless that Customer/Referral Partner was personally sponsored by you.
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 Customer/Referral Partner to enroll or participate in any direct sales or network marketing opportunity. This conduct represents recruiting even if the Referral Partner’s actions are in response to an inquiry made by another Customer/Referral Partner.
However, you may sell non-competing products or services to Veluca Customers/Referral Partners. Specifically, a non-competing company is defined as a Network Marketing company that does NOT sell nutritional or skincare products.Due to the visibility of our higher-ranking Referral Partners, those at the rank of 5 star or above agree not to participate in any Network Marketing or party plan company, regardless if the company sells competing products or not.
A Referral Partner may not offer any non-Veluca sales opportunity, products or services at any Company-related meeting, seminar or convention, or immediately following a Veluca event.
A violation of any of the provisions in this section shall constitute unreasonable and unwarranted contractual interference between the Company and its Referral Partners and would inflict irreparable harm on Veluca. In such event, the Company may, at its sole discretion, impose any sanction it deems necessary and appropriate against such Referral Partner or such Referral Partner’s business and position including termination, or seek immediate injunctive relief without the necessity of posting a bond.

3.11 Sales Requirements are Governed by the Compensation Plan

Veluca Referral Partners may purchase Veluca products at wholesale and then re-sell them at any price they choose unless otherwise specified by the Company or by any/its product suppliers on a per product basis. Any such purchases are subject to Veluca’s Customer Terms and Conditions as posted on www.veluca.com. There are no exclusive territories granted to anyone. No franchise fees are applicable to a Veluca business.
Purchasing product solely for the purpose of collecting bonuses or achieving rank is strictly prohibited. Veluca retains the right to limit the amount of purchases you may make if, in our sole judgment, we believe those purchases are being made solely for qualification purposes instead of for consumption or resale.

4.0 ORDERING

4.1 General Order Policies

“Bonus Buying” is strictly and absolutely prohibited. Bonus Buying includes: (1) the enrollment of individuals or entities without the knowledge of and/or execution of an Agreement by such individuals or Business Entities; (2) the fraudulent enrollment of an individual or entity as a Customer/Referral Partner; (3) the enrollment or attempted enrollment of non-existent individuals or Business Entities as Customers/Referral Partners (“phantoms”); (4) purchasing Veluca products or services on behalf of another Customer/Referral Partner, or under another Customer’s or Referral Partner’s ID number, to qualify for commissions or bonuses; (5) purchasing excessive amounts of products that cannot reasonably be used or resold in a month; and/or (6) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product purchases by end user consumers.A Referral Partner shall not use another Customer’s or Referral Partner’s credit card or debit checking account to enroll in Veluca or purchase products without the account holder’s written permission. Such documentation must be kept by the Referral Partner indefinitely in case Veluca needs to reference this.
Regarding an order with an invalid or incorrect payment, Veluca will attempt to contact the Referral Partner by phone, mail or e-mail in order to obtain another form of payment. If these attempts are unsuccessful after ten (10) business days, the order will be cancelled.
If a Referral Partner wants to move an order to another Referral Partner’s position, he or she must have prior authorization, of all parties involved. Veluca will charge the Referral Partner a $20 fee for processing. Orders cannot be moved if a compensation plan monthly or biweekly cycle was completed since the order was originally placed.
Prices are subject to change without notice.
A Customer/Referral Partner who is a recipient of a damaged or incorrect order must notify Veluca within thirty (3) business days from receipt of the order and follow the procedures as set forth in these Policies.

4.2 Insufficient Funds

All checks returned for insufficient funds will be re-submitted for payment. A $35 fee will be charged to the account of the Customer/Referral Partner for all returned checks and insufficient funds.
Any outstanding balance owed to Veluca by a Customer/Referral Partner of the Sponsoring Referral Partner from NSF (non-sufficient funds) checks, returned check fees or insufficient fund fees (ACH) will be withheld by Veluca from the Sponsoring Referral Partner’s future bonus and commission checks.
All transactions involving returned checks or insufficient funds through ACH or credit card, which are not resolved in a timely manner by the Referral Partner, constitute grounds for disciplinary sanctions.
If a credit card order or automatic debit is declined the first time, the Customer/Referral Partner will be contacted for an alternate form of payment. If payment is declined a second time, the Customer/Referral Partner may be deemed ineligible to purchase Veluca products moving forward.

4.3 Sales Tax Obligation

The Referral Partner shall comply with all state and local taxes and regulations governing the sale of Veluca products.
Veluca will collect and remit sales tax on Referral Partner orders unless a Referral Partner furnishes Veluca with the appropriate Resale Tax Certificate form. When orders are placed with the Company, sales tax is prepaid based upon the suggested retail price. The Company will remit the sales tax to the appropriate state and local jurisdictions. The Referral Partner may recover the sales tax when he or she makes a sale. Veluca Referral Partners are responsible for any additional sales taxes due on products marked up and sold at a higher price.
Veluca encourages each Referral Partner to consult with a tax advisor for additional information for his or her business.

5.0 PAYMENT OF COMMISSIONS & BONUSES

5.1 Bonus and Commission Qualifications

A Referral Partner must be active and in compliance with Veluca Policies and Procedures to qualify for bonuses and commissions. So long as a Referral Partner complies with the terms of the Agreement, Veluca shall pay commissions to such Referral Partner in accordance with the Compensation Plan.
Veluca will not issue a payment to a Referral Partner without the receipt of a completed and signed Veluca Referral Partner Application & Agreement or Electronic Authorization.
Veluca reserves the right to postpone bonus and commission payments until such time the cumulative amount exceeds $25.

5.2 Computation of Commissions and Discrepancies

In order to qualify to receive commissions and bonuses, a Referral Partner must be in good standing and comply with the terms of the Agreement and these Policies and Procedures. Commissions, bonuses, overrides, and achievement levels are calculated each month. Personal Sales Commissions are calculated bimonthly.
A Veluca Referral Partner must review his or her monthly statement and bonus/commission reports promptly and report any discrepancies within thirty (30) days of receipt. After the 30-day “grace period,” no additional requests will be considered for commission recalculations.
For additional information on payment of commissions, please review the Compensation Plan.

5.3 Adjustments to Bonuses and Commissions for Returned Products

A Referral Partner receives bonuses and commissions based on the actual sales of products and services to end consumers and to Referral Partners through product purchases. When a product is returned to Veluca for a refund from the end consumer or by a Referral Partner, the bonuses and commissions attributable to the returned product will be deducted from the Referral Partner who received bonuses or commissions on such sales. Deductions will occur in the month in which the refund is given and continue every pay period thereafter until the bonus/and or commission is recovered.
In the event that a Referral Partner terminates his or her business, and the amounts of the bonuses or commissions attributable to the returned products have not yet been fully recovered by Veluca, the remainder of the outstanding balance may be offset against any other amounts that may be owed by Veluca to the terminated Referral Partner.

6.0 BULK ORDER RETURNS, DEFECTIVE PRODUCTS, AND ENROLLMENT PACKAGE REFUND

Referral Partner understands that there is risk involved when placing bulk orders of inventory. Referral Partners buying products for resale are doing so under the general customer terms and conditions as posted on Veluca’s website in addition to any terms listed in this agreement.
As stated in section 4, bonus buying is strictly prohibited and product purchased by a Referral Partner for resale in their business are not returnable or refundable.
For damaged or defective goods you receive, or if shipment is incomplete, you agree to contact Veluca within three (3) days of delivery and allow Veluca five (5) days to investigate and replace damaged or lost products.
If a Referral Partner wishes to cancel his or her business and request a refund on the initial enrollment package, such request must occur within seven (7) business days from the date of enrollment. If you cancel, the fees paid will be returned within TEN (10) BUSINESS DAYS following receipt by the seller of your cancellation notice. To cancel this transaction, mail or deliver written notice, to Veluca, Inc., 11801 Domain Blvd., Suite 300, Austin, Texas 78758, or email [email protected] not later than midnight of the seventh business day following the date of this Agreement.

7.0 PRIVACY POLICY

7.1 Introduction

This Privacy Policy is to ensure that all Customers, Referral Associates and Referral Partners understand and adhere to the basic principles of confidentiality.

7.2 Expectation of Privacy

Veluca recognizes and respects the importance its Customers, Referral Associates and Referral Partners place on the privacy of their financial and personal information. Veluca will make reasonable efforts to safeguard the privacy of, and maintain the confidentiality of its Customers’, Referral Associates’ and Referral Partners’ financial and account information and nonpublic personal information.
By entering into the Referral Partner Agreement, a Referral Partner authorizes Veluca to disclose his or her name and contact information to uplines Referral Partners solely for activities related to the furtherance of the Veluca business. A Referral Partner hereby agrees to maintain the confidentiality and security of such information and to use it solely for the purpose of supporting and servicing his or her downline organization and conducting the Veluca business.

7.3 Employee Access to Information

Veluca limits the number of employees who have access to Customer’s and Referral Partners’ nonpublic personal information.

7.4 Restrictions on the Disclosure of Account Information

Veluca will not share non-public personal information or financial information about current or former Customers or Referral Partners with third parties, except as permitted or required by laws and regulations, court orders, or to serve the Customers’ or Referral Partners’ interests or to enforce its rights or obligations under these Policies, the Referral Partner Agreement, or with written permission from the accountholder on file.

8.0 PROPRIETARY INFORMATION AND TRADE SECRETS

8.1 Business Reports, Lists, and Proprietary Information

By completing and signing the Veluca Referral Partner Agreement, the Referral Partner acknowledges that Business Reports, lists of Customer and Referral Partner names and contact information and any other information, which contain financial, scientific or other information both written or otherwise circulated by Veluca pertaining to the business of Veluca (collectively, “Reports”), are confidential and proprietary information and trade secrets belonging to Veluca.

8.2 Obligation of Confidentiality

During the term of the Veluca Referral Partner Agreement and for a period of five (5) years after the termination or expiration of this Agreement between the Referral Partner and Veluca, Referral Partner shall not:

Use the information in the Reports to compete with Veluca or for any purpose other than promoting his or her Veluca business;
Use or disclose to any person or entity any confidential information contained in the Reports, including the replication of the genealogy in another network marketing company.

8.3 Breach and Remedies

The Referral Partner acknowledges that such proprietary information is of such character as to render it unique and that disclosure or use thereof in violation of this provision will result in irreparable damage to Veluca and to independent Veluca businesses. The Company and its Referral Partners will be entitled to injunctive relief or to recover damages against any Referral Partner who violates this provision in any action to enforce its rights under this section. The prevailing party shall be entitled to an award of attorney’s fees, court costs and expenses.

9.0 ADVERTISING, PROMOTIONAL MATERIAL, USE OF COMPANY NAMES AND TRADEMARKS

9.1 Labeling, Packaging, and Displaying Products

A Veluca Referral Partner bears the burden of properly labeling products purchased from Veluca. In the event law or regulation carries special label requirements, Referral Partner agrees to adhere to the relevant requirements.
In the event Referral Partner mislabels one of the products offered by Veluca, Referral Partner agrees to indemnify Veluca by covering any costs resulting from liability due to said mislabeling. This includes, but is not limited to, attorney fees and any fines that might result due to Referral Partner’s inability to adhere to relevant labeling standards.

9.2 Use of Company Names and Protected Materials

A Veluca Referral Partner must safeguard and promote the good reputation of Veluca and the products it markets. The marketing and promotion of Veluca, the Veluca sales opportunity, the Compensation Plan, and Veluca products will be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct and practices.
All promotional materials supplied or created by Veluca must be used in their original form and cannot be changed, amended or altered except with prior written approval from the Company Compliance Department.
A Veluca Referral Partner shall not appear on or make use of television or radio, or make use of any other media to promote or discuss Veluca or its programs, products or services without prior written permission from the Company Compliance Department.

9.3 Internet and Third-Party Website Restrictions

A Referral Partner may not use or attempt to register any of Veluca’s trade names, trademarks, service names, service marks, product names, URLs, advertising phrases, the Company’s name or any derivative thereof, for any purpose including, but not limited to, Internet domain names (URL), third party websites, e-mail addresses, web pages, or blogs.
A Veluca Referral Partner may not offer the Veluca sales opportunity using “online auctions,” such as eBay®, or “online marketplaces” such as Craigslist or list Veluca products for sale on same sites prior to taking delivery of products from Veluca
All Referral Partners may have one (1) approved third-party website. A third-party website is a Veluca-approved personal website that is hosted on non-Veluca servers and has no affiliation with the Company. Any Referral Partner who wishes to develop their own third-party website must submit a properly completed third-party website application and agreement along with the proper website registration fee to the Company. The Company will thereby make the decision on whether or not to allow a Referral Partner to go live with their third-party website. Third-party websites may be used to promote your business so long as the third-party website adheres to Veluca’s advertising policies. Moreover, no Veluca orders may be placed through third-party websites, and no enrollments may occur through a third-party website. If you wish to use any third-party website, you must do the following:
1. Identify yourself as a Veluca Referral Partner;
2. Use only Company-approved images and wording;
3. Adhere to the branding, trademark, and image usage policies described in this document;
4. Adhere to any other provision regarding the use of a third-party website described in this document;
5. Agree to give the Company Compliance Department access to the third-party website and, if the website is password protected, the Compliance Department must receive passwords or credentials allowing unlimited access; and
6. Agree to modify your website to comply with current or future Veluca policies.
All marketing materials used on a Referral Partner’s third-party website must be provided by the Company or pre-approved in writing by the Company.
To avoid confusion, the following three elements must also be prominently displayed at the top of every page of your third-party website:
1. The Veluca Referral Partner Logo
2. Your Name and Title
3. Veluca Corporate Website Redirect Button
A Referral Partner may not use third-party sites that contain materials copied from corporate sources (such as Veluca brochures, CDs, videos, tapes, events, presentations, and corporate websites). This policy ensures brand consistency, allows Customers, Referral Associates and Referral Partners to stay up-to-date with changing products, services and information, facilitates enrollment under the correct Sponsor, and assists in compliance with government regulations.
A Veluca Referral Partner who currently qualifies at the rank of [insert rank] may apply to the Compliance Department for an exception to the third-party website policy. To qualify for an exception, the website must serve a unique market that the Veluca corporate site does not currently serve or intend to serve.
Veluca products may be displayed with other products on a Referral Partner’s third-party website so long as the other products are consistent with Veluca values and are not marketed or sold by a competing network-marketing company.
If the independent Veluca business of a Referral Partner who has received authorization to create and post an third-party website is voluntarily or involuntarily canceled for any reason, or if the Company revokes its authorization allowing the Referral Partner to maintain a third-party website, the Referral Partner shall assign the URL to his/her third-party website to the Veluca within three (3) days from the date of the cancellation and/or re-direct all traffic to the site as directed by the Veluca. The Company reserves the right to revoke any Referral Partner’s right to use a third-party website at any time if Veluca believes that such revocation is in the best interest of the Company, its Referral Partners, and Customers. Decisions and corrective actions in this area are at the Company’s sole discretion.
Social Media sites may not be used to sell or offer to sell Veluca PROFILES A REFERRAL PARTNER GENERATES IN ANY SOCIAL COMMUNITY WHERE VELUCA IS DISCUSSED OR MENTIONED MUST CLEARLY IDENTIFY THE REFERRAL PARTNER AS A VELUCA REFERRAL PARTNER, and when a Referral Partner participates in those communities, he/she must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at Veluca’s sole discretion, and offending Referral Partners will be subject to disciplinary action. Banner ads and images used on these sites must be current and must come from the Veluca approved library. If a link is provided, it must link to the posting Referral Partner’s replicated website or an approved third-party website.
Anonymous postings or use of an alias on any Social Media site is prohibited, and offending Referral Partners will be subject to disciplinary action.
Referral Partners may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Referral Partners create or leave must be useful, unique, relevant and specific to the blog’s article.
Referral Partners must disclose their full name on all Social Media postings, and conspicuously identify themselves as an independent Referral Partner for Veluca. Anonymous postings or use of an alias is prohibited.
Postings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the Veluca income opportunity, Veluca’s products, and/or your biographical information and credentials.
Referral Partners are personally responsible for their postings and all other online activity that relates to Veluca. Therefore, even if a Referral Partner does not own or operate a blog or Social Media site, if a Referral Partner posts to any such site that relates to Veluca or which can be traced to Veluca, the Referral Partner is responsible for the posting. Referral Partners are also responsible for postings which occur on any blog or Social Media site that the Referral Partner owns, operates, or controls.
As a Veluca Referral Partner, it is important to not converse with any person who places a negative post against you, other Referral Partners, or Veluca. Report negative posts to the Company Compliance Department. Responding to such negative posts often simply fuels a discussion with someone carrying a grudge that does not hold themselves to the same high standards as Veluca, and therefore damages the reputation and goodwill of the Company.
he distinction between a Social Media site and a website may not be clear-cut, because some Social Media sites are particularly robust. Veluca, therefore, reserves the sole and exclusive right to classify certain Social Media sites as third-party websites and require that Referral Partners using, or who wish to use, such sites adhere to the Veluca’s policies relating to third-party websites.
If your Veluca business is cancelled for any reason, you must discontinue using the Veluca name, and all of Veluca’s trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all Social Media sites that you utilize. If you post on any Social Media site on which you have previously identified yourself as an independent Veluca Referral Partner, you must conspicuously disclose that you are no longer affiliated in such capacity.

9.4 Advertising and Promotional Materials

Advertising and all forms of communications must adhere to legal principles of truth in advertising. It is incumbent on all Referral Partners to properly label and advertise the white-labeled products purchased from Veluca.
All advertising must adhere to standards and guidelines established by the Federal Trade Commission.

9.5 Testimonial Permission

By signing the Veluca Referral Partner Agreement, you give the Company permission to use his or her testimonial or image and likeness in corporate sales materials, including but not limited to print media, electronic media, audio and video. In consideration of being allowed to participate in the Veluca sales opportunity, you waive any right to be compensated for the use of your testimonial or image and likeness even though Veluca may be paid for items or sales materials containing such image and likeness. In some cases, a Referral Partner’s testimonial may appear in another Referral Partner’s advertising materials. If a Referral Partner does not wish to participate in Veluca sales and marketing materials, he or she should provide a written notice to the Company Compliance Department to ensure that his or her testimonial or image and likeness will not be used in any corporate materials, corporate recognition pieces, advertising or recordings of annual events.

10.0 INTERNATIONAL MARKETING

10.1 International Marketing Policy

A Veluca Referral Partner agrees to sell products in markets that he/she or it has received full government authorization.
A Referral Partner may not, in any unauthorized country, conduct sales, enrollment or training meetings, enroll or attempt to enroll potential Customers/Referral Partners, nor conduct any other activity for the purpose of selling Veluca products, establishing a sales organization, or promoting the Veluca sales opportunity.

11.0 CHANGES TO A REFERRAL PARTNER’S BUSINESS

11.1 Modification of the Referral Partner Agreement

A Veluca Referral Partner may modify his or her existing Agreement (i.e., change a social security number to a Federal ID number, add a spouse or partner to the account, or change the form of ownership from an individual to a Business Entity owned by the Referral Partner) by submitting a written request, accompanied by a new Referral Partner Agreement and the Business Registration Form, if applicable, completed with fresh signatures (not a “crossed out” or “white-out” version of the first Agreement), and any appropriate supporting documentation.

11.2 Change Sponsor or Placement for Active Referral Partners

Maintaining the integrity of the organizational structure is mandatory for the success of Veluca and our independent Referral Partners. As such, under exceptional circumstances at the discretion of the Company, a request to change placement may only be made within the first 30 days of initial enrollment as a Referral Partner. Furthermore, such changes may only occur within the same organization.
Sponsors may make “Placement changes” from one Referral Partner to another for personally Sponsored (frontline) Referral Partners during the first 30 days of enrollment.
New Referral Partners or their original Sponsor may request a change of Sponsor or Placement within the first 30 days of enrollment for the purpose of structuring an organization. The new Referral Partner Agreement must be received within the calendar month for commission calculations to be effective with the requested change.
To change or correct the Sponsor, a Referral Partner must comply with following procedures:
1. Submit a Sponsor Placement Transfer Form;
2. Submit a Veluca Referral Partner Agreement showing the correct Sponsor and Placement, and any appropriate supporting documentation;
3. The Referral Partner Agreement must be a new, completed document bearing “fresh” signatures, not a “crossed-out” or “white-out” version of the first Agreement.
Upon approval, the Referral Partner’s downline, if any, will transfer with the Referral Partner.
If one transfer has already been made a $20 fee will be assessed for the second and for each transfer thereafter.
After the first 30 days from initial enrollment, Veluca will honor the Sponsor/Placement as shown:
1. On the most recently signed Referral Partner Agreement on file; or
2. Self-enrolled on the website (i.e., electronically signed web Agreement).
Veluca retains the right to approve or deny any requests to change Sponsor or Placement, and to correct any errors related thereto at any time and in whatever manner it deems necessary.

11.3 Change Sponsor or Placement for Inactive Referral Partners

At the discretion of Veluca, Referral Partners who become inactive (as defined in the Company Compensation Plan) and who have not tendered a letter of resignation, are eligible to re-enroll in Veluca under the Sponsor/Placement of their choice.
Upon written notice to Veluca that a former Referral Partner wishes to re-enroll, Veluca will “compress” (close) the original account. A new Veluca ID number will then be issued to the former Referral Partner.
Such Referral Partner does not retain former rank, downline, or rights to commission checks from his or her former organizations.
Veluca reserves the right to correct Sponsor or Placement errors at any time and in whatever manner it deems necessary.

11.4 Change Organizations

If a Veluca Referral Partner wishes to transfer organizations, he or she must submit a letter of resignation to the Veluca Customer Service Department and remain inactive with or in Veluca for six (6) months from the receipt of the letter before being eligible to re-enroll under a different Sponsor/Placement.
Veluca retains the right to approve or deny any request to re-enroll after a Referral Partner’s resignation.
If re-enrollment is approved, the former Referral Partner will be issued a new Veluca ID number and will be required to submit a new Referral Partner Agreement. The Referral Partner will not be entitled to keep any former rank, downline, or rights to commission checks from any prior organization.
Transfers may not be done outside of the original organization.

11.5 Unethical Sponsoring

Unethical sponsoring activities include, but are not limited to, enticing, bidding or engaging in unhealthy competition in trying to acquire a prospect or new Referral Partner from another Referral Partner or influencing another Referral Partner to transfer to a different sponsor.
Allegations of unethical sponsoring must be reported in writing to the Company Compliance Department within the first 90 days of enrollment. If the reports are substantiated, Veluca may transfer the Referral Partner or the Referral Partner’s downline to another sponsor, Placement or organization without approval from the current up-line Sponsor or Placement Referral Partners. Veluca remains the final authority in such cases.
Veluca prohibits the act of “Stacking.” Stacking is the unauthorized manipulation of the Veluca Compensation Plan and/or the marketing plan in order to trigger commissions or cause a promotion off a downline Referral Partner in an unearned manner. One example of stacking occurs when a Sponsor places participants under an inactive downline without his or her knowledge in order to trigger unearned qualification for commissioning. Stacking is unethical and unacceptable behavior, and as such, it is a punishable offense with measures up to and including the termination of the independent consultant positions of all individuals and/or entities found to be directly involved.
Should Referral Partners engage in solicitation and/or enticement of members of another direct sales company to sell or distribute Veluca products and services to, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration, or mediation is brought against a Referral Partner alleging that they engaged in inappropriate recruiting activity of another company’s sales force or Customers, Veluca will not pay any of Referral Partner’s defense costs or legal fees, nor will Veluca indemnify the Referral Partner for any judgment, award, or settlement.

11.6 Sell, Assign or Delegate Ownership

In order to preserve the integrity of the hierarchical structure, it is necessary for Veluca to place restrictions on the transfer, assignment, or sale of a business.
A Veluca Referral Partner may not sell or assign his or her rights or delegate his or her position as a Referral Partner without prior written approval by the Company, which approval will not be unreasonably withheld. Any attempted sale, assignment, or delegation without such approval may be voided at the discretion of Veluca.
Should the sale be approved by Veluca, the Buyer assumes the position of the Seller at the current qualified title, but at the current “paid as” rank, at the time of the sale and acquires the Seller’s Downline.
To request corporate authorization for a sale or transfer of a Veluca business, the following items must be submitted to the Company Compliance Department:
1. A Sale/Transfer of Business Form properly completed, with the requisite signatures.
2. A copy of the Sales Agreement signed and dated by both Buyer and Seller.
3. A Veluca Referral Partner Agreement completed and signed by the Buyer;
4. Payment of the $100 administration fee;
5. Any additional supporting documentation requested by Veluca.
Any debt obligations that either Seller or Buyer may have with Veluca must be satisfied prior to the approval of the sale or transfer by the Company.
A Veluca Referral Partner who sells his or her business is not eligible to re-enroll as a Veluca Referral Partner in any organization for six (6) full calendar months following the date of the sale except as otherwise expressly set forth in these Policies.

11.7 Separating a Veluca Business

Pending a divorce or dissolution of a partnership or other business entity, the parties must adopt one of the following methods of operation;
1. One of the parties may, with the written consent of the other(s), operate the Veluca business whereby the relinquishing Spouse, shareholders, partners, members or trustees authorize Veluca to deal directly and solely with the other spouse, non-relinquishing shareholder, partner, member or trustee.
2. The parties may continue to operate the Veluca business jointly on a “business as usual” basis, whereupon all compensation paid by Veluca will be paid in the name designated as the Referral Partners or in the name of the entity to be divided, as the parties may independently agree between them. If no name is stipulated, Veluca will pay compensation to the name on record and in such event, the Referral Partner named on the account shall indemnify Veluca from any claims from the other business owner(s) or the other Spouse with respect to such payment.
Veluca recognizes only one Downline organization and will issue only one commission check per Veluca business per commission cycle. Under no circumstances will the Downline of an organization be divided, nor will Veluca split commission and/or bonus checks.
If a relinquishing spouse, partner or owner of the business has completely relinquished (“Relinquishing Party”), in writing, all rights to the original Veluca business, he or she may immediately thereafter re-enroll under the Sponsor and Placement of his or her choice. In such cases, however, the Relinquishing Party shall have no rights to, and shall not solicit, any Referral Partner or active Customer in the former organization, and must develop a new business in the same manner as any other new Veluca Referral Partner. A Referral Partner in the Relinquishing Party’s former Downline who wishes to transfer to the Relinquishing Party’s new organization or to any other organization, must comply with the requirements in Section 13.5.

11.8 Succession

Upon the death or incapacity of a Referral Partner, the Referral Partner’s business may be passed on to his or her legal successors in interest (successor). Whenever a Veluca business is transferred by will or other testamentary process, the successor acquires the right to collect all bonuses and commissions of the deceased Referral Partner’s sales organization. The successor must:
1. Complete and sign a new Veluca Referral Partner Agreement;
2. Comply with the terms and provisions of the Referral Partner Agreement; and
3. Meet all of the qualifications for the last rank achieved by the former Referral Partner.
Bonus and commission checks of a Veluca business transferred based on this section will be paid in a single check to the successor. The successor must provide Veluca with an “address of record” to which all bonus and commission payments will be sent. Payments will be based on the current performance of the business, not the highest rank or volume achieved.
If the business is bequeathed to joint devisees (successors), they must form a business entity and acquire a Federal taxpayer identification number. Veluca will issue all bonus and commission payments and one 1099 Miscellaneous Income Tax form to the managing business entity only.
Appropriate legal documentation must be submitted to the Company Compliance Department to ensure the transfer is done properly. To affect a testamentary transfer of a Veluca business, the successor must provide the following to the Company Compliance Department:
1. A certified copy of the death certificate; and
2. A notarized copy of the will or other appropriate legal documentation establishing the successor’s right to the Veluca business.
To complete a transfer of the Veluca business because of incapacity, the successor must provide the following to the Company Compliance Department:
1. A notarized copy of an appointment as trustee;
2. A notarized copy of the trust document or other appropriate legal documentation establishing the trustee’s right to administer the Veluca business; and
3. A completed Referral Partner Agreement executed by the trustee.
If the successor is already an existing Referral Partner, Veluca will allow such Referral Partner to keep his or her own business plus the inherited business active for up to six (6) months. By the end of the six-month period, the Referral Partner must have compressed (if applicable), sold or otherwise transferred either the existing business or the inherited business.
If the successor wishes to terminate the Veluca business, he or she must submit a notarized statement stating the desire to terminate the business, along with a certified copy of the death certificate, appointment as trustee, and/or any other appropriate legal documentation.
Upon written request, Veluca may grant a four (4) month bereavement waiver and pay out at the last “paid as” rank.

11.9 Resignation/Voluntary Termination

A Referral Partner may immediately terminate his or her Veluca business by submitting a written notice or email to the Company Compliance Department. The written notice must include the following:
1. The Referral Partner’s intent to resign;
2. Date of resignation;
3. Veluca Identification Number;
4. Reason for resigning; and
5. Signature.
A Veluca Referral Partner may not use resignation as a way to immediately change Sponsor and Placement. Instead, the Referral Partner who has voluntarily resigned is not eligible to reapply for a position or have any financial interest in a or any Veluca business for six (6) months from the receipt of the written notice of resignation.

11.10 Involuntary Termination

Veluca reserves the right to terminate a Referral Partner’s business and position for, but not limited to, the following reasons:
1. Violation of any terms and conditions of the Referral Partner Agreement;
2. Violation of any provision in these Policies and Procedures;
3. Violation of any provision in the Compensation Plan;
4. Violation of any applicable law, ordinance, or regulation regarding the Veluca business;
5. Engaging in unethical business practices or violating standards of fair dealing; or
Veluca will notify the Referral Partner in writing at his or her last known address or email address of its intent to terminate the Referral Partner’s business and the reasons for termination.
If this decision to terminate the Referral Partner’s business is made, Veluca will inform the Referral Partner in writing and the termination shall be effective as of the date of the written notification. The Referral Partner will then have five (5) calendar days from the date of mailing of such notice to appeal the termination in writing.
If the Referral Partner does file a timely appeal of termination, Veluca will review its decision, along with any other information it may deem relevant, reconsider any other appropriate action, and notify the Referral Partner of its decision. The decision of Veluca is then considered final and not subject to further review.
If the termination is not rescinded, the termination will be effective as of the date of the original termination notice by Veluca. The former Referral Partner shall thereafter be prohibited from using the names, marks or signs, labels, stationery, advertising, or business material referring to or relating to any Veluca products. Veluca will notify the active Upline Sponsor within ten (10) days after termination. The organization of the terminated Referral Partner will “roll up” to the active Upline Sponsor on record.
The Veluca Referral Partner who is involuntarily terminated by the Company may not reapply for a Veluca business, either under his or her present name or any other name or entity, without the express written consent of an officer of the Company. In any event, such Referral Partner may not re-apply for a business for twelve (12) months from the date of termination.

11.11 Effect of Cancellation

Following a Referral Partner’s cancellation for inactivity or voluntary or involuntary termination (collectively, a “cancellation”) such Referral Partner:
1. Shall have no right, title, claim or interest to any commission or bonus from the sales generated by the Referral Partner’s former organization or any other payments in association with the Referral Partner’s former independent business;
2. Effectively waives any and all claims to property rights or any interest in or to the Referral Partner’s former Downline organization;
3. Shall receive commissions and bonuses only for the last full pay period in which he or she was active prior to cancellation, less any amounts withheld during an investigation preceding an involuntary cancellation, and less any other amounts owed to Veluca.

12.0 DISCIPLINARY SANCTIONS

12.1 Imposition of Disciplinary Action – Purpose

It is the spirit of Veluca that integrity and fairness should pervade among its Referral Partners, thereby providing everyone with an equal opportunity to build a successful business. Therefore, the Company reserves the right to impose disciplinary sanctions at any time, when it has determined that a Referral Partner has violated the Agreement or any of these Policies or the Compensation Plan as they may be amended from time to time by the Company in its sole and absolute discretion.

12.2 Consequences and Remedies of Breach

Disciplinary actions may include one or more of the following:
1. Monitoring a Referral Partner’s conduct over a specified period of time to assure compliance;
2. Issuance of a written warning or requiring the Referral Partner to take immediate corrective action;
3. Imposition of a fine (which may be imposed immediately or withheld from future commission payments) or the withholding of commission payments (“Commission Hold”) until the matter causing the Commission Hold is resolved or until Veluca receives adequate additional assurances from the Referral Partner to ensure future compliance;
4. Suspension from participation in Company or Referral Partner events, rewards, or recognition;
5. Suspension of the Veluca Agreement and business for one or more pay periods;
6. Involuntary termination of the Agreement and the Referral Partner’s business and position;
7. Any other measure which Veluca deems feasible and appropriate to justly resolve injuries caused by the Referral Partner’s policy violation or contractual breach; OR
8. Legal proceedings for monetary or equitable relief.

13.0 DISPUTE RESOLUTION

13.1 Grievances

If a Referral Partner has a grievance or complaint against another Referral Partner regarding any practice or conduct relating to their respective Veluca businesses, he or she is encouraged to resolve the issue directly with the other party. If an agreement cannot be reached, it must be reported directly to the Company Compliance Department as outlined below in this Section.
The Company Compliance Department will be the final authority on settling such grievance or complaint and its written decision shall be final and binding on the Referral Partners involved.
Veluca will confine its involvement to disputes regarding Veluca business matters only. Veluca will not decide issues that involve personality conflicts or unprofessional conduct by or between Referral Partners outside the context of a Veluca business. These issues go beyond the scope of the Company and may not be used to justify a Sponsor or Placement change or a transfer to another Veluca organization.
Veluca does not consider, enforce, or mediate third party agreements between Referral Partners, nor does it provide names, funding, or advice for obtaining outside legal counsel.
Process for Grievances:
1. A Referral Partner should submit a written letter of complaint (e-mail will be accepted) directly to the Company Compliance Department. The letter shall set forth the details of the incident as follows:
  1. The nature of the violation;
  2. Specific facts to support the allegations;
  3. Dates;
  4. Number of occurrences;
  5. Persons involved; and
  6. Supporting documentation.
2. Upon receipt of the written complaint, Company Compliance Department will conduct an investigation according to the following procedures:
  1. The Compliance Department will send an acknowledgment of receipt to the complaining Referral Partner;
  2. The Compliance Department will provide a verbal or written notice of the allegation to the Referral Partner under investigation;
  3. The Compliance Department will thoroughly investigate the complaint, consider all the submitted information it deems relevant, including information from collateral sources. Due to the unique nature of each situation, determinations of the appropriate remedy will be on a case by case basis, and the length of time to reach a resolution will vary; and
  4. During the course of the investigation, the Compliance Department will only provide periodic updates simply stating that the investigation is ongoing. No other information will be released during this time. Referral Partner calls, letters, and requests for “progress reports” during the course of the investigation will not be answered or returned.
Veluca will make a final decision and timely notify all Referral Partners involved.

13.2 Arbitration

Any controversy or claim arising out of or relating to the Veluca Referral Partner Agreement, these Policies and Procedures, or the breach thereof, the Referral Partner’s business or any dispute between both parties, shall be settled by binding and confidential arbitration administered by the American Arbitration Association under its commercial arbitration rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any such arbitration shall be held in Austin, Texas. There shall be one arbitrator, who shall have expertise in business law transactions and who shall be knowledgeable in the direct selling industry, selected from a panel provided by the American Arbitration Association.
The prevailing party in any such arbitration shall be entitled to receive from the losing party, all costs and expenses of arbitration, including reasonable attorney’s fees and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to judgment in any court of competent jurisdiction.
This agreement to arbitration shall survive any termination or expiration of the Agreement.
Nothing in these Policies shall prevent Veluca from applying for or obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect Company interests or its Confidential Information prior to, during or following the filing of an arbitration or other proceeding, or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE.
These Policies and any arbitration involving a Referral Partner and the Company shall be governed by and construed in accordance with the laws of the state of Texas, without reference to its principles of conflict of laws.

13.3 Damages

In any case which arises from or relates to the wrongful termination of the Referral Partner Agreement and/or a Referral Partner’s Veluca business, both Company and Referral Partner agree that damages will be extremely difficult to ascertain. Therefore, the Company and Referral Partner stipulate that if the involuntary termination of the Agreement and/or loss of the Referral Partner’s Veluca business is proven and held to be wrongful under any theory of law, the Referral Partner’s sole remedy shall be liquidated damages calculated as follows:
1. For Referral Partner’s at the “Paid As” rank of 5 Star or above (with the exception of paragraph II below), liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to the Veluca Compensation Plan in the twelve (12) months immediately preceding the termination.
2. For Referral Partner’s at the “Paid As” rank of 5 Star, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to the Veluca Compensation Plan in the twenty-four (24) months immediately preceding the termination.
In any action arising from or relating to the Agreement, the Veluca business, or the relationship between the Company and Referral Partner, both parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The Company and Referral Partner further waive all claims to exemplary and punitive damages.

13.4 Severability

If any provision of these Policies is found to be invalid, or unenforceable for any reason, only the invalid provision shall be severed. The remaining terms and provisions hereof shall remain in full force and shall be construed as if such invalid or unenforceable provision never had comprised a part of these Policies and Procedures.

13.5 Waiver

Only an officer of Veluca can, in writing, affect a waiver of the Company Policies and Procedures. The Company’s waiver of any particular breach by a Referral Partner shall not affect Veluca’s rights with respect to any subsequent breach, nor shall it affect the rights or obligations of any other Referral Partner.
The existence of any claim or cause of action of a Referral Partner against Veluca shall not constitute a defense to the Company’s enforcement of any term or provision of these Policies and Procedures.

13.6 Successors and Claims

The agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

14.0 GOVERNING LAW

These Policies and Procedures shall be governed by and construed in accordance with the Laws of the State of Texas and the exclusive jurisdiction of the United States courts.

15.0 VELUCA GLOSSARY OF TERMS

ACTIVE REFERRAL PARTNER: A Referral Partner who satisfies the minimum volume requirements, as set forth in the Compensation Plan, to ensure that they are eligible to receive bonuses and commissions.

AGREEMENT: The contract between the Company and each Referral Partner, which includes: the Referral Partner Agreement, theVeluca Policies and Procedures, and theVeluca Compensation Plan, all in their current form and as amended by Veluca in its sole discretion. These documents are collectively referred to as the “Agreement.”

CANCEL: The termination of a Referral Partner’s business. Cancellation may be either voluntary, involuntary, or through non-renewal.

COMPENSATION PLAN: The guidelines and referenced literature for describing how Referral Partners can generate commissions and bonuses.

CUSTOMER: A Customer who purchases Veluca products and does not engage in building a business or retailing product.

REFERRAL PARTNER: An individual who purchases product, generates retail sales and business building commissions.

LINE OF SPONSORSHIP (LOS): A report generated by Veluca that provides critical data relating to the identities of Referral Partners, sales information, and enrollment activity of each Referral Partner’s organization. This report contains confidential and trade secret information which is proprietary to Veluca.

ORGANIZATION: The Customers, Referral Associates and Referral Partners placed below a particular Referral Partner.

OFFICIAL COMPANY MATERIAL: Literature, audio or video tapes, and other materials developed, printed, published, and distributed by Veluca to Referral Partners.

PLACEMENT: Your position inside your Sponsor’s organization.

RECRUIT: For purposes of Veluca’s Conflict of Interest Policy, the term “recruit” means the actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Veluca Customer or Referral Partner to enroll or participate in another multilevel marketing, network marketing, or direct sales opportunity.

SPONSOR: A Referral Partner who enrolls a Customer or another Referral Partner into the Company, and is listed as the Sponsor on the Referral Partner Agreement. The act of enrolling others and training them to become Referral Partners is called “sponsoring.”

UPLINE: This term refers to the Referral Partner(s) above a particular Referral Partner in a sponsorship line up to the Company. It is the line of sponsors that links any particular Referral Partner to the Company.