SECTION 1 DEFINITIONS
Any definitions provided in the BIOMAURA Independent Distributor Agreement are also understood to be incorporated in this document. The following definitions are in addition to those already defined in the Agreement. Some definitions may be repeated in this document for easier reference only. If something is not specifically defined below, the definition in the Agreement should be referenced and understood to be included herein.
1 The following definitions shall be applied to the BIOMAURA Policies.
1.1 “Agreement” shall refer to the BIOMAURA Independent Distributor Agreement, the BIOMAURA Policies, The BIOMAURA Procedures, the BIOMAURA Integrated Compensation Plan and the BIOMAURA Business Entity Addendum, the latter of which only applies when BIOMAURA Independent Distributors register as a Business Entity.
1.2 “Amendments” shall refer to any changes to this Agreement that are made by Company after the execution of the Agreement.
1.3 “BIOMAURA” shall refer to the Company as described in the BIOMAURA Distributor Agreement.
1.4 “BIOMAURA Connect” shall mean the web accessible system provided to Distributor for managing Distributor’s relationships with other Distributors and managing Distributor’s account with Company.
1.5 “BIOMAURA Independent Distributor” shall refer to the Party to this Agreement that is not the Company as described in the BIOMAURA Independent Distributor Agreement. The BIOMAURA Independent Distributor may also be referred to the “BIOMAURA Independent Advisor” or “Advisor.”
1.6 “Household” is defined as Spouses and dependent children of one or both Spouse living in the same home.
1.7 “Lineage” shall mean the progressive network of relationships associated with an Advisor by way of Advisor recruiting and enrolling other BIOMAURA Independent Distributors. As Advisor recruits other Distributors and those Distributors recruit additional Distributors, the inclusive group of all recruited Distributors who can be traced back to Advisor is referred to as the “Lineage” or “Advisor’s Lineage” or “Downline”. Lineage, Downline, Advisor’s Downline and Advisor’s Lineage shall be considered synonymous and interchangeable.
1.8 “Parties” shall refer to the collection of both the Company and the Advisor, either of which may be independently referred to as “Party.”
1.9 “Volume” shall refer to a virtual allocation attributed to the sale or the collection of sales. For example, a product selling for $18 may have 18 units of Volume. A collection of sales may equate to $200 and have a collective Volume of 200. Volume can have types, i.e. personal volume, commissionable volume, downline volume kit volume, etc. Each type of volume may have a different conversion strategy, i.e. 1:1 or 1:3, etc; but, they are all considered Volume for the purposes of this Agreement.
SECTION 2 GENERAL POLICIES
2 PROCEDURES & COMPENSATION ARE INCORPORATED INTO THE BIOMAURA DISTRIBUTOR AGREEMENT
The Policies and Procedures described in this document, the BIOMAURA Integrated Compensation Plan or BIOMAURA Success Plan and any Amendments are assumed to be natively part of the Agreement between the Company and Advisor.
2.1 AMENDMENTS:
Company reserves the right to amend this Agreement at its sole discretion. Any Amendments will be available to the Advisor in the BIOMAURA Connect. Amended Policies will not apply retroactively to activities that occurred prior to the Amendment. Company agrees to provide at least fifteen (15) days notice before affecting any changes. The acceptance of commission payments by Advisor following the addition of an Amendment shall constitute acceptance of the Amendment.
2.2 SEVERABILITY
If any provision of the Agreement, in its current form, or as amended is found to be void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in full force and effect.
2.3 NOTICES
Any notice or other written communication required under this Agreement shall be delivered personally, by email, by post within the BIOMAURA Facebook group, mail or posted in BIOMAURA Connect. Said communication will be considered delivered on the soonest of a) 3 days following the posting of the notice within the BIOMAURA Facebook group, b) when delivered personally or, if transmitted by email, one (1) day after the date on which it was sent, c) if mailed, five (5) days after the date on which it was sent to the address provided by the Advisor, or d) if posted in BIOMAURA Connect, upon the next login of Advisor into BIOMAURA Connect. It is the sole responsibility to maintain correct address, email address, phone number and other contact information on file with Company.
2.4 FORCE MAJEURE
Company shall not be responsible for delays or failure in performance caused by circumstances beyond its control, such as, but not limited to, labor difficulties, product shortages, fuel shortages, fire, war, natural disaster, inclement weather, pandemics, such as COVID, governmental order or any other condition that would prevent Company from fulfilling its obligations that are inherently beyond Company’s control. Such events shall constitute Force Majeure under the Agreement and Company shall carry no liability for its failure to deliver during such circumstances. Failure to perform during such events shall not constitute a breach of contract.
2.5 WAIVER
Should either Party fail to enforce any part of this Agreement, such failure to act shall not constitute a waiver of the rights and expectation defined in this Agreement. The Party failing to enforce any part of this Agreement may at any time choose to fully enforce those same parts without having sacrificed its right to do so.
SECTION 3 BECOMING A BIOMAURA INDEPENDENT DISTRIBUTOR
3 Becoming A BIOMAURA Independent Distributor is subject to each of the following parameters:
3.1 ELIGIBILITY
There are a few requirements to become an Independent BIOMAURAn Advisor. The individual must:
(a) be at least 18 years of age
(b) have a valid Social Security Number or Federal Tax ID Number
(c) have legal residence in the United States, a U.S. territory or U.S. military base. See the BIOMAURA Procedures for Details on Enrolling as an Independent BIOMAURAn Advisor
3.2 COMPANY DISCRETION
BIOMAURA reserves the right to accept or reject any Advisor enrollment at its sole and absolute discretion.
3.3 ONE INDIVIDUAL PER BIOMAURA DISTRIBUTOR RELATIONSHIP
Unless Advisor is operating as an incorporated business or general partnership, there shall be only one (1) individual per BIOMAURA Independent Advisor Agreement. In the event Advisor is operating as an incorporated business or general partnership, Advisor must join as a Business Entity and will be subject to all policies related to Business Entities within the Agreement.
3.4 HOUSEHOLD POLICY
Advisors may own, operate, control, or have interest in only one DISTRIBUTOR relationship with Company; however, multiple people living in the same Household may enter into separate Agreements with the Company.
3.5 COUPLES
Couples that are married or joined in another legal union and who wish to become BIOMAURA Independent Advisors are required to operate as a single business under a single Social Security Number or Federal Tax ID Number unless each Spouse desires to operate their own independent business, in which case each individual Spouse must maintain a separate contractual relationship with the Company either as an individual or as a business. If the Spouse of an existing Advisor wishes to become A BIOMAURA Independent Advisor and work together with the Spouse who is already operating as an Independent Advisor, the Spouse who wishes to join BIOMAURA with their Spouse must agree to the terms and conditions of the BIOMAURA Independent Advisor Agreement and then can be added to the Spouse’s existing BIOMAURA Independent Advisor. Only a Spouse can be added to an existing BIOMAURA Independent Advisor business. Spouses include those individuals bound by a marriage, civil union, domestic partnership or common-law marriage (each a Spouse). Should one or more individuals wish to operate a single BIOMAURA Independent Advisor business, then those individuals must create a Business Entity. Spouses will be treated as one business for recognition purposes. See the BIOMAURA Procedures for Details on Enrolling as a Married Couple.
3.6 BIOMAURA INDEPENDENT ADVISOR INFORMATION
It is the sole responsibility of the Advisor to maintain up to date contact information, i.e. phone, email, address, tax identification, etc., with Company. Failure to provide accurate information and/or providing false information will be grounds for breach of this Agreement.
SECTION 4 BEING A BIOMAURA INDEPENDENT DISTRIBUTOR
The following section provides the guidelines for Advisor to remain in compliance as A BIOMAURA Independent Advisor
4 GENERAL CONDUCT
Advisors shall not engage in any conduct that may damage the Company’s reputation or otherwise compromise Company’s standing with governmental and regulatory agencies, including but not limited to the United States Internal Revenue Service, Federal Trade Commission and/or any state tax or regulatory agency.
4.1 IDENTIFICATION
Advisors must conspicuously identify themselves as “BIOMAURA Independent Advisor” or “BIOMAURA Independent Distributor” in all public facing forums included but not limited to all advertising, social media, websites, email signatures, name badges, marketing, etc.
4.2 CONDUCT
Advisors must always remain above reproach, ensuring that all statements and representations made by Advisor are truthful, fair and accurate and not misleading or disparaging in any way. Advisor further warrants that Advisor will not engage in any fraudulent, deceptive, illegal, or manipulative tactics and will remain in compliance with the U.S. Foreign Corrupt Practices Act and all local laws.
4.3 COMPLIANCE
Advisor must operate their business in a way that is fully compliant with all state and federal laws and regulatory policies, including but not limited to the Federal Trade Commission.
4.3.1 Advisor agrees to fully indemnify Company against any claims made by state and federal agencies charging that Advisor acted outside of compliance by making false representations related to Company product and/or income claims related to Advisor’s business.
4.4 ADVISOR’S CAPABILITIES
Advisor warrants that Advisor is a capable, skilled independent business operator who requires no supervision or provision to complete the work they have freely chosen to do. Advisor further recognizes that Company is reliant on Advisor’s professional skill to carry out the duties required under this Agreement.
4.5 PRODUCT LIABILIY CLAIMS AND INDEMNIFICATION
Advisor understands that Advisor is independently and fully responsible for any and all claims made by Advisor and/or any of Advisor’s employees and/or business partners.
4.5.1 While the Company does carry product liability insurance for faulty or defective product and will indemnify Advisor against product failures, this insurance DOES NOT cover actions and claims made by Advisor. As a result, Company strongly suggests that Advisor maintain independent business insurance to cover actions of the Advisor.
4.5.2 In order to be indemnified against any claims made by product customers, Advisor MUST notify Company of any claims in writing within ten (10) days of receipt of any notice of claim by Advisor. Client will not be indemnified by Company if Advisor made any false claims about the product, violated this Agreement in ANY way and/or made any attempt to settle the claim with claimant. Company maintains the exclusive right to solely defend itself against any and all claims made by any third party.
4.5.3 Advisor agrees to FULLY indemnify Company against any claims made by a third party as a result of Advisor’s breech of this Agreement, failure to adhere to the Policies and Procedures described herein, Advisor’s violation of any federal, state or local law or agency policy including that of the U.S. Federal Trade Commission.
4.6 INSURANCE
Company offers no business related insurance of any kind whatsoever to Advisor. As an independent business owner, Company suggests that Advisor procure any related business, liability, and/or travel insurance that Advisor may deem necessary to protect themselves and their assets.
4.7 COMPENSATION
There are multiple ways by which Advisor shall receive compensation from Company. Advisor may be compensated based on product sales and by hitting performance incentives set by Company. All such compensation opportunity is described in the BIOMAURA Integrated Compensation Plan. Compensation is limited to commissions and bonuses based on the sale of products sold directly by Advisor or sold by other Distributors recruited by Advisor or in the Lineage of Distributors recruited by those Distributors recruited by Advisor.
4.7.1 Advisor acknowledges that Advisor is SOLELY responsible for paying all taxes related to any compensation received by Advisor from Company and acknowledges that Company will withhold no earnings for the purposes of meeting Advisor’s potential tax obligations or the tax burden of Advisor’s employees or sub-contractors.
4.7.2 If an order is refunded, canceled or voided related to any sale, the portion of the sale that is refunded, canceled or voided is considered to be a “Dead Sale”. If a Dead Sale occurs for which ANY Volume is attributed or compensation is, has been or is going to be paid, or if a product is returned to Company for a refund, whether or not a credit card chargeback occurs, ANY AND ALL compensation and Volume that has been paid, posted, stated or believed to be valid or otherwise would be paid and or attributed to the Advisor for the purposes of calculating an Advisor’s rank within the Company or compensation are therefore deemed to be connected to the Dead Sale and any compensation and/or volume associated with the Dead Sale, regardless of when the sale becomes a Dead Sale, will be recovered by the Company from the Advisor, this is typically referred to as a clawback. Clawbacks will either be recovered from any compensation due to be paid to Advisor in the future or, if said attributable compensation has not been paid, it will recovered from the Advisor either directly of via garnishment against future earnings.
4.8 ENGAGEMENT IN OTHER BUSINESS OPPORTUNITIES
As A BIOMAURA Independent Advisor, Advisor is an independent business and may pursue any other business interests and opportunities outside of their relationship with Company provided that they comply with these Policies, including and without limitation, the specific limitations related to “SECTION 4.9 NON-SOLICITATION”.
4.9 NON-SOLICITATION
Advisors must not use any Company provided platform to solicit and or recruit business from Company, Company’s Distributors and or Company’s customers for any other 3rd party product or service represented by Advisor that would be deemed by Company to be competitive to Company. Further Advisor agrees to not promote, offer, discuss or display any opportunity, products, programs or services of the other business interests of Advisor immediately after any Company-related meeting, seminar, convention, webinar, teleconference, training or other function, i.e. an event, regardless of whether or not the other business interest is competitive to Company.
4.9.1 INJUNCTIVE RELIEF
Advisor and Company agree that any violation of this Non-Solicitation Policy shall cause Company irreparable harm for which there is no adequate remedy by law, and if emergency equitable relief is not granted to BIOMAURA, the injury to BIOMAURA shall outweigh the potential injury to the Advisor. Therefore, Company shall be entitled to seek emergency and permanent injunctive relief to prevent further violations of this Policy. Further any such violation shall constitute a breach of Agreement by Advisor.
4.9.2 Advisors shall not directly or indirectly solicit, encourage, or induce an Advisor in another Advisor’s downline to change lines of lineage, nor should an Advisor directly or indirectly solicit a Client in another Advisor’s downline. Violation of this Policy may be considered a breach of Agreement and potentially result in the termination of this Agreement.
4.10 HANDLING PERSONAL INFORMATION
Personal information includes a Client’s, potential Client’s, Advisor’s and prospective Advisor’s name, mailing address, e-mail address, phone number, credit card information, Social Security Number or Tax Identification Number and other information associated with these details. Advisors must familiarize themselves with the Guidance on Handling Payment Card Information, attached as Appendix and incorporated into this Agreement. Advisors who receive personal information from or about prospective Advisors or Clients have the responsibility to maintain its security. Advisors should shred tangible materials or irreversibly delete from any electronic storage location the personal information of others once it is no longer needed. In addition, information regarding a Client’s or BIOMAURAn Advisor’s experience with Company products and/or programs cannot be revealed without his/her written permission; this includes use of personal testimonials.
4.11 PRODUCT INVENTORY
Advisors may carry inventory of Company products; however, Company recommends that Advisor not carry more inventory than Advisor needs for the immediate needs of their personal use or business. Company has no desire to see Distributors with product they cannot sell and strongly advises against stocking large amounts of inventory.
4.12 INTERNATIONAL ACTIVITY
Advisors are only authorized to promote the Company, and anything related to it to countries authorized by Company.
4.13 ACTIONS OF DISTRIBUTORD PARTIES
Should Advisor be a member of a partnership, trust, corporation, or other entity that has an equitable or ownership interest in or management responsibility for Advisor, any associated member of the same entity shall be considered an “Distributor Party” of Advisor and Advisor shall be deemed responsible for any violation of this Agreement committed by any Distributor Party of Advisor.
4.14 NEGATIVE COMMENTS
Complaints and concerns about Company should be directed to the Advisor Services. Advisors must not disparage, demean, or make negative remarks to third parties or other Advisors or Clients about Company, its owners, officers, directors, management or employees, other Advisors or Clients or the Integrated Compensation Plan. Violation of this Policy may result in a breach of Agreement by the Advisor and be subject to termination of the Agreement AND Company’s pursuit of any related damages. An Advisor’s obligations under this provision survive the termination of the Agreement.
4.15 ORDER RETURNS & REFUNDS
THER ARE NO REFUNDS PROVIDED FOR WELLNESS ADVISOR KITS BUT FOR THOSE MENTIONED IN PARAGRAPH 10 OF THE BIOMAURA INDEPENDENT WELLNESS ADVISOR AGREEMENT. For standard product orders, Advisors must notify their Clients that they have up to 30 days to return product purchased. All associated costs related to returns shall be paid by the Client or Advisor.
4.16 CANCELLATION OF A BIOMAURA INDEPENDENT ADVISOR AGREEMENT
Cancellation of an Advisor’s relationship with Company means the discontinuation of an Advisor’s relationship with BIOMAURA for any reason, whether the cancellation is voluntary, involuntary (termination or otherwise), or via non-renewal. An Advisor whose relationship with Company is canceled for any reason will lose all Advisor rights, benefits, monetary compensation, product credits, and privileges, including loss of his/her downline organization which will roll-up to the Advisor’s Sponsor. See the BIOMAURA Procedures for Details on Cancellation of A BIOMAURA Advisor Business.
4.16.1 If an Advisor’s BIOMAURA business is cancelled or terminated whether voluntary or involuntary for any reason, the Advisor must IMMEDIATELY discontinue using AND remove the BIOMAURA name, and all other names, trademarks, and other intellectual property belonging to BIOMAURA, and all derivatives of such intellectual property, in dealing with Clients, in postings on all social media, or otherwise.
4.16.2 To remain a BIOMAURA Independent Advisor, every Advisor must accumulate $300 of personal sales within each rolling six (6) month period. If this qualification isn’t met, the Advisor may, at the discretion of BIOMAURA, be terminated and lose all Advisor rights, benefits, future monetary compensation, product credits, and privileges, including loss of his/her downline organization which will roll-up to the Advisor’s Sponsor.
4.16.3 To rejoin as A BIOMAURA Independent Advisor after being terminated, BIOMAURA will consider on a case-by-case basis the ability to reactivate the Advisor’s status for a $25 fee with a maximum limit of two reactivations.
4.17 RETURN OF PRODUCTS, BUSINESS KITS & BUSINESS SUPPORT MATERIALS UPON CANCELLATON OR TERMINATION OF THIS AGREEMENT
Biomaura Wellness Advisor Start Kits are not refundable with the following exceptions: residents of Maryland, Massachusetts, Wyoming and Puerto Rico) so long as the goods are in currently marketable condition. Any Business Support Materials that are produced by a third party, i.e. non-Company produced, shall not be subject to this return Policy (please note, all products sold at are produced by a third party). In addition, residents of Georgia, Idaho, Louisiana, Maryland, Montana, Massachusetts, Oklahoma, Texas, Wyoming, and Puerto Rico may return any products that they purchased from the Company within one (1) year prior to the date of their cancellation so long as the products are in currently marketable condition. Upon the Company’s receipt of returned goods and/or Business Support Materials and confirmation that they are in currently marketable condition, the Advisor will be reimbursed 90% of the net cost of the original purchase price(s). Shipping and handling charges will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. Goods are in “currently marketable condition” if they are unopened and unused and packaging and labeling has not been altered or damaged. Merchandise that is clearly identified at the time of sale as nonreturnable, closeout, discontinued, or as a seasonal item, or gift, is not returnable. The merchandise must be returned within thirty (30) days from the date of the Advisor’s cancellation/termination.
A written request authorization is required for Business Kit returns. Returns must be accompanied by a Return Authorization Number. Upon receipt and inspection of the return, the Company will process any appropriate refund.
4.18 BUSINESS COMPRESSION
If an Advisor’s relationship with Company is canceled for any reason (including termination), the Advisor’s Downline organization, including personally recruited and enrolled Advisors and Clients, will compress to the next active Advisor above them in the lineage to which they belong or otherwise as determined by Company.
4.19 Business Entities
4.19.1 Enrolling as a Business Entity. A Business Entity (e.g. limited liability company, corporation, partnership, etc.) may wish to enroll as A BIOMAURA Independent Advisor. A Business Entity may apply to become A BIOMAURA Independent Advisor by completing, signing, and returning a Business Entity Addendum, signed by all the owners in the Business Entity and purchasing a Business Kit, as well as complying with any other applicable legal requirements. All members of the Business Entity are required to comply with the terms of the Agreement. See the BIOMAURA Procedures for Details on Enrolling as a Business Entity.
4.19.2 Changing to a Business Entity. An Advisor who enrolled as an individual may wish to transfer his/her account to a Business Entity for the purpose of operating their business. If the Advisor wishes to change their form of business from a sole proprietorship to a Business Entity, he/she may do so at any time. The individual must complete, sign, and return a Business Entity Addendum to the Company, as well as comply with any other applicable legal requirements.
4.19.3 Business Entity Commissions. All compensation earned by the Business Entity will be issued in the name of the Business Entity. The Company will not have any liability to the Advisor or the Business.
4.19.4 Primary Participant. One member of the Business Entity will be designated as the Primary Participant and the Company may rely and act on any information provided by the Primary Participant and will use the Primary Participant as the sole point of contact.
4.19.5 Dissolution of a Business Entity. In cases in which owners of a Business Entity elect to dissolve the Business Entity, and one of the owners advises the Company in writing that they are dissolving the Business Entity, the Advisor who is listed as the Primary Participant on the account shall be responsible for fulfilling the obligations of the Business Entity until the Business Entity is fully dissolved and a formal dissolution agreement between the parties is reached that determines the disposition of the Business Entity. While the dissolution is proceeding, no owner may make changes to the business (e.g., change the payee, change the name of the business, etc.) until a formal dissolution agreement concerning the Business Entity is finalized and the Company is notified accordingly by the Primary Participant. Upon completion of the dissolution and/or the completion of BIOMAURA’s Business Transfer Procedures, the Business Entity shall be transferred to the individual who receives the Business Entity pursuant to the dissolution agreement (or court order if the dissolution is contested). Please note that BIOMAURA is unable to split a Business Entity in two, or to divide a commission between multiple parties. Therefore, if the owners or former owners enter into an agreement, or are ordered by a court, whereupon it is incumbent on BIOMAURA to split the commission or divide the Business Entity, the business shall be cancelled.
4.20 BUSINESS TRANSFER UPON DEATH
An Advisor may devise his/her business to his/her heirs via a will or other testamentary instrument. An Advisor shall not use or attempt to use a testamentary transfer as a means to circumvent the Business Transfer Policy (Policy 3.24). If the Company believes that a testamentary transfer is being used as a device to circumvent the Business Transfer Policy, the transfer shall be handled pursuant to the Business Transfer Policy and the corresponding Procedures.
Unless a testamentary instrument says otherwise, upon the death of an Advisor, the rights and responsibilities of the Advisor business remain with the Spouse. If a Spouse does not exist, the rights and responsibilities are passed on to the rightful heir(s), trustee(s), guardian(s) or conservator(s). The heir(s), trustee(s), guardian(s) or conservator(s) shall be required to contact the Company in writing and shall be bound by the terms and conditions of the Agreement. See the BIOMAURA Procedures for Details on Business Transfers upon Death.
4.21 BUSINESS DISTRIBUTION UPON DIVORCE
In cases in which a couple that jointly operates A BIOMAURA Advisor business divorce, and one of the Spouses advises the Company in writing that they have filed for divorce, the Advisor who is listed as the Primary on the account shall be responsible for fulfilling the obligations of the business until a divorce decree or order is entered and a court order rules on the disposition of the business (or the parties reach an agreement concerning the disposition of the business, as documented in writing, signed by both parties and notarized by a notary public).
4.22 ACTIVE ADVISOR
For the purposes of assessing some compensation elements, a status of “Active Advisor” may be applied. To qualify as an “Active Advisor”, Advisor must achieve at least 100 hundred (100) of personal volume (PV) in a calendar bi-weekly period as designated by Biomaura, (“Active Personal Volume”). The Advisor will only be considered to be “Active” during the month in which they achieve the Active Personal Volume, (“APV”). For example, if the Advisor achieves the APV in January, does not achieve it in February and does achieve it in March, the Advisor will be considered “Active” for January and March only.
4.23 RELATIONSHIP WITH BIOMAURA, INC
The relationship that exists between any BIOMAURA Advisor and BIOMAURA is a contract-based relationship in which BIOMAURA operates as an employer of Independent Contractors. The nature of the relationship is such that Independent Contractors are expected to be fully independent; however, like any business relationship between a contractor and sub-contractor, from time to time it may be necessary for BIOMAURA to require Advisors to participate in various meetings and or events. Should BIOMAURA make notice of such a need, Advisor agrees to be present and fully participate in such meetings in good faith. Failure to do so may result in the termination of the sub-contractor relationship.
Nothing in this Agreement shall be construed as creating an employer-employee relationship, joint venture, or partnership between BIOMAURA and the Advisor.
SECTION 5 RECRUITING OTHER INDEPENDENT ADVISORS
5 Advisors may recruit new BIOMAURA Independent Advisors.
5.1 BUSINESS GROWTH OPPORTUNITY
BIOMAURA Independent Advisors have the opportunity to grow their businesses beyond acquiring and supporting Clients by building an organization of BIOMAURA Independent Advisors. To do so, Advisors can recruit and enroll other individuals as Advisors and, if desired, help them do the same.
5.2 RECRUITING AND ENROLLING OTHER ADVISORS
Opportunities to recruit and enroll other Advisors are available to all Advisors; however, Advisors may only recruit and enroll individuals or Business Entities who are residents of the United States, U.S. Territories or U.S. service members and their families at verified APO and FPO military addresses. Recruiting and enrolling is only permitted where the Company has officially announced it is open for business.
5.3 BUSINESS RESPONSIBILITIES RELATED TO RECRUITING AND ENROLLING
It is the Advisor’s responsibility to ensure Advisors they recruit are fully prepared to succeed in this business. To accomplish this, it is recommended Advisors maintain ongoing contact, communication, and mentoring within their organization. While it is the sole responsibility of the Advisor to operate their business as an independent contractor, Company is providing the following examples of such mentoring and training which may include, but are not limited to:
• Providing ongoing contact, communication, encouragement, and support of personally recruited and enrolled Advisors and those within their downline organization
• Product, program, and Consulting training
• Encouragement and support
• Written correspondence
• Personal and/or virtual meetings; Telephone contact, voice mail, and/or e-mail
• Accompanying individuals to the Company and/or field training sessions and meetings
• Assisting Advisors to set goals and create business strategies, etc.
5.4 PROTECTING THE LINEAGE
BIOMAURA is a business built upon the creation of relationships with Clients and other Advisors. Therefore, once an Advisor is enrolled, in order to preserve the lineage and safeguard the hard work of all Advisors, with the exception of permitting an Advisor to place (see definition of Placement) a newly enrolled Advisor within their first thirty (30) days of enrollment, BIOMAURA does not allow Advisors to change sponsors unless it is agreed upon by the current sponsor or otherwise determined by BIOMAURA. It is not in the interests of BIOMAURA to unilaterally move Advisors around; however, in some limited cases, when there is a case of persistent relational neglect, it may be necessary. The relationship between any BIOMAURA Advisor and BIOMAURA is considered to be an asset of BIOMAURA and therefore BIOMAURA maintains final authority related to all Advisor placements.
5.4.1 Cancellation of an Advisor’s relationship with BIOMAURA. An Advisor can voluntarily cancel their agreement with BIOMAURA and if they remain inactive for six (6) full consecutive calendar months, following the six (6) calendar month period of inactivity, the former Advisor may re-enroll under a new Advisor of their choice. This requires the purchase of a new Business Kit. However, please note that:
5.4.1.1 The Advisor will lose all rights to their former lineage upon their cancellation and all rights to revenue produced through sales from their former organization.
5.4.1.2 The Advisor may not promote Company products, programs, earn compensation, or attend events or trainings during the six-month inactivity period.
5.4.1.3 The Advisor may not attempt to engage in any other actions that could be deemed, at the sole discretion of the Company, as an attempt to potentially circumvent this Policy.
5.4.1.4 Once re-enrolled, the Advisor is not permitted to solicit former Clients or induce Advisors or Clients from its former organization to change lineage.
5.4.1.5 Advisors who fail to comply with the foregoing for the full six (6) calendar months may be required to sit out an additional six (6) months or may be prohibited from reenrolling as an Advisor with the Company.
5.4.2 Waiver of Claims. If an Advisor improperly changes their Sponsor, BIOMAURA reserves the sole and exclusive right to determine the final disposition of the downline organization and any potential commissions that may have been earned, by the Advisor in his/her second lineage. ADVISORS WAIVE ANY AND ALL CLAIMS AGAINST BIOMAURA, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM BIOMAURA’s DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION OR COMMISSIONS EARNED BY AN ADVISOR WHO HAS IMPROPERLY CHANGED THEIR SPONSOR.
SECTION 6 ADVERTISING
6 Advisors may market and advertise Company products and services within the following guidelines:
6.1 FIELD TRAINING MATERIALS AND ADVERTISING MATERIALS
Advisors may develop and/or use their own training tools and materials to support their personal lineage Advisors or others in their downline organization and or the promotion of their business (hereinafter, Field Training and Promotion Materials ) so long as such Field Training and Promotion Materials do not violate any of the BIOMAURA Policies, BIOMAURA Procedures, federal or state laws, regulations, or statutes and conform with the BIOMAURA BRAND GUIDE (the BIOMAURA Brand Guide is provided in BIOMAURA Connect).
6.2 PROHIBITED ADVERTISING PRACTICES & TOOLS
In order to protect the image of the Company as well as our Advisors, certain advertising practices are strictly prohibited:
6.2.1 Printed Materials, Radio, Podcasts and Television. Advisors may ONLY use the Company name or any other Company trademark in printed advertising materials or in conjunction with other promotions with written approval and Advisor must ONLY represent themselves as “Independent BIOMAURAn Advisors.”
6.2.2 Online Advertising and the Internet. Advisors may only use BIOMAURA trademarks in conjunction with their business or personal website and/or web page (including mobile application), after first receiving written permission to do so from the Company.
6.2.3 Domain Names, URLs, Keywords, Meta Tags, and E-mail Addresses. Advisors may not use, purchase, or register any domain names, URLs, keywords, meta tags, or e-mail addresses that include, in whole or in part, the Company name or any of the Company’s trademarks, service marks, or product names, or any derivative thereof. To the extent that Advisors violate this Policy, they hereby acknowledge and agree that they will, upon Company request, immediately discontinue use and/or transfer to the Company (or its designee), at the Advisors expense, any such materials. Without limitation, an Advisor may not:
6.2.3.1 Create, operate, or maintain any website or web page with the words BIOMAURA, or any other Company trademark or acronym or derivative of a trademark, in whole or in part, in all or part of the URL (please see partial list of BIOMAURA trademarks attached as Appendix A to these Policies).
6.2.3.2 Purchase a keyword from a search engine or other online service that comprises or includes the words BIOMAURA or any other Company trademark, irrespective of whether the results of searches for that term include the Company.
6.2.3.3 Create an e-mail address that includes BIOMAURA or any other Company trademark without written permission from BIOMAURA, INC.
6.2.4 Online Auctions, Markets and Outlets. Advisors may not sell, auction, or attempt to sell Company products, programs, business tools, coupons/promotional codes on any online marketplace/storefront or auction sites (e.g., Amazon, eBay, etc.). Advisors are prohibited from using these sites to sell products or solicit/generate leads. Selling Company products, programs, or services online will subject the Advisor to potential termination of the Agreement.
6.2.5 Unsolicited Communications. Advisors may not send, transmit, or otherwise communicate any spam or other unsolicited mail, e-mail, text, SMS, or other messages to any individual or group. Use of Company provided tools, such as the Back-Office, require that Advisors have a bona fide connection to their message recipients prior to sending correspondence of any kind. Advisors may not buy or use any third party generated e-mail or mailing address lists in conjunction with their BIOMAURA business.
6.2.6 Product Packaging. Advisors may not re-label, repackage, or modify the Company’s products in any way in conjunction with any advertising, presentation, or other endeavor. An Advisor may, however, provide products for sampling purposes.
6.2.7 Similar Promotions or Incentives. While Advisors are permitted to run compliant incentives or promotions within their organization as a method to grow their respective businesses, Advisors should ensure that any promotions or incentives that they may choose to run are in compliance with any applicable local, state or federal regulations.
6.2.8 Company-Operated Social Media. The Company has its own independent social media presence. From time to time, the Company may use organic posts and paid social media advertisements to promote the Company and its offerings, including, but not limited to, its products and programs. In order to preserve the intended purpose of these posts and prevent disruption within the BIOMAURA Community, BIOMAURA Advisors may not directly or indirectly, themselves or through their Clients, attempt to solicit, or recruit potential Client or Advisor candidates on any Company social media postings or advertisements. Attempting to solicit or recruit shall be broadly construed, and examples include, but are not limited to:
• Come join my team
• I can help you look beautiful and my services as an Advisor are at no extra cost
• My team and I have a great time together
• Come join my Advisor’s team
• My Advisor is so great! You should use [insert Advisor]
6.3 PERMISSIBLE ADVERTISING PRACTICES AND TOOLS
While certain advertising practices are prohibited, Advisors may use a wide variety of resources to attract Clients and to acquire new Advisors. Please remember that Advisors may only use approved Business Support Materials when advertising their business.
6.3.1 Replicated BIOMAURA Website. Advisors can advertise their business through their replicated BIOMAURA website.
6.3.2 Social Media. Advisors may include a link on their social media sites (Facebook, Twitter, LinkedIn, YouTube, Pinterest, Instagram, etc.) to their replicated BIOMAURA website, and vice-versa. Advisors are responsible for the content of all material that they produce and all of their own postings on any social media site, as well as all postings on any social media site that they own, operate, or control. In addition to meeting all other requirements specified in these Policies, if an Advisor uses any form of social media to advertise their business, including, but not limited to, Facebook, Twitter, LinkedIn, YouTube, Pinterest, or Instagram, the Advisor agrees to each of the following:
6.3.2.1 Advisors may not make any social media postings, or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party.
6.3.2.2 During the term of the Agreement and for twelve (12) calendar months thereafter, an Advisor may not use any social media site on which they discuss or promote, or have discussed or promoted, the BIOMAURA business or BIOMAURA’s products, programs or services to directly or indirectly solicit BIOMAURAn Advisors for a competitive Direct Selling or network marketing program. A current or former BIOMAURA Advisor shall not take any action that may reasonably be foreseen to result in drawing an inquiry from other BIOMAURAn Advisors relating to the Advisors other Direct Selling business activities. Violation of this provision shall constitute a violation of the Non-Solicitation provision of these Policies.
6.4 EMAIL MESSAGES
Advisors must comply with all laws regarding the sending of e-mail messages, including the CAN-SPAM Act, and it is a duty of the Advisor to become and remain informed about the requirements of these laws. Advisors are prohibited from sending unsolicited e-mails regarding their replicated website or business to individuals who have not specifically requested information regarding the BIOMAURA business opportunity, products, programs or services. In the event an individual who has formerly agreed to receive e-mail information later requests that the Advisor cease sending the individual any e-mail, the Advisor must honor this request immediately and remove that individual from the Advisor’s e-mail distribution list.
6.5 COMPANY TRADEMARKS
The name BIOMAURA and other names that may be adopted by the Company from time to time are proprietary trade names, trademarks and service marks of BIOMAURA (as partially outlined in Appendix A). The Company’s trademarks and copyrights are valuable assets and, therefore, the Company strictly regulates the use of these trademarks and copyrights to ensure that they do not lose their value to the Company or to our independent field sales force. Advisors may not use the Company’s trademarks, trade names, copyrights, and other intellectual property rights, registered or otherwise, in any form except as specifically authorized by these Policies or as otherwise approved in writing by the Company. The Company may prohibit the use of the Company’s trademarks or copyrights in any Business Support Materials or other medium. While the Company grants Advisors a limited license to use its trademarks and trade names in promotional media, that license exists only for so long as the Independent BIOMAURA Advisor Agreement is in effect. Upon cancellation of an Advisor’s Agreement for any reason, the Advisor’s license shall expire, and the Advisor must immediately discontinue all use of the Company’s trademarks and trade names. Violation of any of the Policies pertaining to Company Trademarks and Copyrights may subject the Advisor to disciplinary action, up to and including termination.
6.5.1 Use of Company Trademarks. Under no circumstances may an Advisor use any of BIOMAURA’s trade names, trademarks, service marks or logos in any e-mail address, Business Entity name, website domain name, social media name or handle (or social media profile picture), address or phone number. In addition, Advisors are not permitted to use or apply the Company’s trade names, trademarks, service marks or logos on any tangible items, including, but not limited to: customized license plates, apparel, products, tools or other materials, unless otherwise allowed in these Policies or as authorized by the Company in writing.
6.5.2 Live and Recorded Events. BIOMAURA commonly puts on live and recorded events as well as webinars and telephone conference calls. During these events, Company executives or employees, Advisors, and guests may appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. Advisors may not record any Company events or functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium.
6.5.3 Company Produced Business Support Materials. Company-produced Business Support Materials, videos, audio, podcasts, and printed material are copyrighted materials. While some of these materials may be available to Advisors in their Back-Offices for download, Advisors shall not copy, sell, or license any such materials without the Company’s prior written approval.
6.6 REPLICATED WEBSITES
Upon enrollment, Advisors receive a replicated BIOMAURA website from which they can generate sales and enrollments of other Advisors.
6.7 RETAIL OUTLETS
With the exception of hair salons, day spas, lash and nail salons and independent boutiques and regional or local temporary or seasonal markets and fairs, Advisor agrees to obtain written approval from Company before selling BIOMAURA products and or services through any other retail outlet. For the purpose of this paragraph, the term “independent boutique” shall be limited to specialty retail locations with not more than two (2) locations).
6.8 TESTIMONIALS AND CLAIMS
Advisor acknowledges that they are solely responsible for all claims made about Company, products, personal success, and income disclosure. Company can make no promise to protect or police Advisor’s behaviors, actions and claims because Advisor is fully operating independently. Advisor acknowledges that product, income and lifestyle claims are highly regulated by the US Federal Trade Commission and Advisor further acknowledges that Advisor is subject to such regulations. It is Advisor’s SOLE responsibility to ensure compliance. Should Advisor be found to be violating such laws, regulations and policies, Advisor agrees to take sole responsibility and to immediately provide remedy. Failure to provide immediate remedy can result in the immediate termination of this Agreement. While it is not the responsibility of the Company to provide guidance on this matter, the Company is providing the following guidelines; however, the provision of said guidelines does not absolve the Advisor in any way of their own responsibility to adhere to laws, regulations and policies that may or may not be addressed here.
6.8.1 Advisor must ALWAYS and CONSPICUOUSLY disclose that they are an “Independent” Advisor of BIOMAURA products and services when making any claim related to Company.
6.8.2 All claims related to product performance must include the mentioning of any other products or services that may have been in use that might have impacted the results of the use in any way.
6.8.3 When discussing the business opportunity as an Independent Advisor, Advisor must state that any success as A BIOMAURA Independent Advisor requires at a minimum, commitment, effort and skill and that income levels above small supplemental income are rare.
6.8.4 Advisors must never give the impression that the business works on its own or that others will do the work for you. They must always disclose that this is a business that requires a time and skill investment.
6.8.5 Advisors must never overstate their personal experience or success and must always include the BIOMAURA Income Disclosure Statement when discussing income.
6.8.6 Any statements related to income must: (1) be truthful and disclose when the representation is about above-average or exceptional performance (the more atypical the represented success, the more thorough the disclaimer should be); (2) be clear and conspicuous (i.e., use straightforward, simple language and a similar size and font for both the income claim and the income disclaimer); and (3) be provided at the time of the representation and must be visible (when in writing).
6.9 TRADE SHOWS, FAIRS & EXPOS
6.9.1 Promoting an Advisor Business at Professional Events. We encourage Advisors to participate in trade shows, fairs, and expositions to promote their businesses, when they are ready. However, Advisors must refrain from attending events that do not reflect well on the Company, its products, and programs, or that could negatively reflect on the image of the Company. Advisors should also take every reasonable effort to ensure there is not more than one (1) Advisor exhibited at an event at which they plan to exhibit.
6.9.2 If a prospective Client wishes to place an order at a trade shows, fairs, or expositions, he/she can place the order directly through the Advisor at the event or place the order online via the Advisor’s replicated website.
6.9.3 Company Presence at trade shows, fairs, or expositions. Members of the BIOMAURA corporate team often attend and participate in events, which emphasizes the importance of speaking with one voice from a brand perspective to uniformly promote our products and programs. Therefore, Advisors may not participate in events where there is a corporate presence, unless prior written approval is given by the Company. It is solely the Advisor’s responsibility to comply with this Policy.
6.9.4 Field Presence at trade shows, fairs, expositions. BIOMAURA is not responsible for managing the event schedule within the field and will not mediate disputes with event vendors or among members of the field.
6.9.5 Registering for trade shows, fairs, or expositions. Advisors should inquire with the event organizer prior to registration to determine if the Company will be attending the event. In cases where the Company will be present, Advisors should contact the Company before registration. The Company is not responsible for event registration fees and event costs associated with Advisors registering for events they cannot attend. Advisors may not register themselves as BIOMAURA, Advisors may only register as: <Advisor Name>, Independent BIOMAURA Advisor or <Advisor Name>, Independent Advisor with BIOMAURA, or Certified BIOMAURA Advisors can register themselves as <Advisor Name>, Independent Certified Advisor with BIOMAURA.
6.9.6 Insurance. As previously mentioned in these Policies (Policy 3.4), BIOMAURA does not provide liability or other insurance coverage, which is sometimes required to participate in such events. It is the Company’s recommendation that Advisors carry liability insurance for their business, and it is the sole responsibility of the Advisor.
6.9.7 Approval. BIOMAURA further reserves the right to refuse authorization for participation in any function that it does not deem to be a suitable forum for the promotion of its products, programs, services, or the BIOMAURA business opportunity.
6.10 Gift Certificates
6.10.1 BIOMAURA offers several denominations of Gift Certificates. A Gift Certificate is awarded Personal Volume (PV) at the time it is purchased. Example: When a $25 Gift Certificate is purchased the Advisor will receive 25 PV. When a Gift Certificate is redeemed on an order the Gift Certificate amount will be applied as a form of payment. The Gift Certificate amount will be deducted from the order for purposes of PV. Example: If the order total before S&H is $100.00 and a $25 Gift Certificate is redeemed, the PV will be equal to 75 PV.
6.10.2 BIOMAURA Gift Certificates are not applicable to sales tax and S&H.
6.10.3 BIOMAURA Gift Certificates are not applicable to non-commissionable Business Building Tools.
6.11 BIOMAURA Marketing/Business Building Tools
6.11.1 Trials are non-commissionable. They are sold in bundles. Please see training for effective marketing suggestions.
6.11.2 Standard shipping rates apply to all Business Building Tools.
6.11.3 Product Credits are not available for non-commissionable Business Building Tools.
Appendix A U.S.A. Partial List Of BIOMAURA Trademarks*
BIOMAURA
“Know Your Business, Experience Your Business, Share Your Business”
*This list is not complete and is subject to update at any time at the discretion of the Company.
For a complete list of Intellectual Property and trademarks, please email the Compliance Department.
Appendix B
BIOMAURA Income Disclosure Statement
BIOMAURA 2020 U.S. Income Disclosure Statement*
2022 ANNUAL INCOME OPPORTUNITY OF ALL INDEPENDENT NETWORK MARKETING ADVISORS ACROSS THE INDUSTRY
On average, over 25% of Independent Advisors in Company’s industry will have no earnings
On average, more than 70% of Independent Advisors in Company’s industry will quit within 7 months
On average less than 2% of Independent Advisors in Company’s industry will earn more than $50,000 per year after 4 years of actively building a business
*Based on 2021 Network Marketing Industry Report. These figures are not guarantees or projections of expected earnings or profits, and the income levels represented do not include expenses BIOMAURA Independent Advisors may have incurred in building their businesses. BIOMAURA makes no guarantee of financial success. Success with BIOMAURA results from successful sales efforts, which require hard work, diligence, skill, persistence, competence, and leadership.
Reinstatement of A BIOMAURA Advisor Business Within 30 Days of Conversion
Should A BIOMAURA Independent Advisor fail to achieve the 6-month Active Status requirement in his/her business, the business will convert to Client status. Once the business is converted, the Advisor’s downline organization (including all downline Clients and Advisors) will automatically compress to the Advisor’s sponsor/Business Advisor.
Canceling A BIOMAURA Advisor Business
A BIOMAURA Advisor can cancel his/her business by:
• Declining to renew his/her BIOMAURA CONNECT fees at the end of any monthly renewal. Clients and Downline will compress to the canceling Advisor’s Sponsor/Business Advisor, OR
• Resigning in writing at any time, regardless of reason. If you have access to Connect – your Virtual Office you can submit a Help Ticket and request to Cancel your Advisor Status or you can send an email. Resignation must be submitted to the Company from the e-mail address that is on file with the Company to: Support@BIOMAURA.com with the Subject Line: Cancel Advisor Status. Upon receipt of resignation from the Advisor, the BIOMAURA Advisor business will be cancelled, all commissions and bonuses will be forfeited, and all Clients and personal Downline will compress to the resigning Advisor’s Sponsor/Business Advisor.
• Please note, Advisor commissions are calculated on a daily and bi-weekly basis in arrears to account for any adjustments to commissions that may be needed after the close of the pay period. Therefore, commissions are not considered final, even if paid, until such point that all chargeback periods allowed by law have passed.
• If an Advisor resigns from his/her BIOMAURA Independent Consulting business, no further commissions will be paid to the Advisor from the date the resignation is submitted to the Company, therefore, if the Advisor resigns before the daily or weekly commissions are finalized, the Advisor will forfeit those unpaid commissions.
Business Transfer Upon Death
To effect the transfer of an Independent BIOMAURA Advisor business upon the death of an Advisor, the successor to the BIOMAURA Advisor business must provide the following to the Company:
• A copy of the deceased Advisor’s death certificate
• A certified copy of the will or other testamentary instrument establishing the successors right to the business
• If the successor to the BIOMAURA Independent Advisor business is not an existing Advisor, the individual must submit a signed BIOMAURA Independent Advisor Agreement to the Company. If the individual is an existing BIOMAURA Independent Advisor, the transferred business will be operated as a second business by the successor Advisor and remain in its current position in the lineage
• If the business is an entity (corporation, partnership, limited liability company, trust, etc.), the successor to the BIOMAURA Independent Advisor business is also required to complete, sign and submit an amended Business Entity Addendum. A hard copy of the amended Business Entity Addendum signed by all owners of the Business Entity must also be submitted along with the electronic form
All testamentary documentation must be provided to the BIOMAURA Compliance Department (support@BIOMAURA.com).