POLICIES AND PROCEDURES
Women’s Professional Basketball League - United States
Effective Date November 1st, 2022
1.1 - POLICIES AND PROCEDURES AND COMPENSATION PLAN INCORPORATED INTO TEAM OWNER AGREEMENT
The Policies and Procedures, in their present form and as amended from time to time at the sole discretion of Women’s Professional Basketball League (“WPBL” or the “Company”), are incorporated into, and form an integral part of, the WPBL Team Owner Agreement. Throughout these Policies and Procedures, when the term “Agreement” is used, it collectively refers to the WPBL Team Owner Application and Agreement, these Policies and Procedures, the WPBL Compensation Plan, and the WPBL Business Entity Registration Form (if applicable). These documents are incorporated by reference into the WPBL Team Owner Agreement (all in their current form and as amended by WPBL from time to time). Team Owners have the responsibility to read, understand, adhere to and ensure that they are aware of and operating under the most current version of these Policies and Procedures. When sponsoring or enrolling a new Team Owner, it is the responsibility of the sponsoring Team Owner to ensure that the applicant is provided with, or has online access to, the most current version of these Policies and Procedures and the WPBL Compensation Plan prior to execution of the Team Owner Agreement.
1.2 - PURPOSE OF POLICIES AND PROCEDURES
WPBL is a direct sales company that markets its products through Independent Team Owners (“Team Owner” or “Team Owners”). It is important to understand that your success and the success of your fellow Team Owners depends on the integrity of the individuals who market our products. To clearly define the relationship that exists between Team Owners and WPBL, and to explicitly set a standard for acceptable business conduct, WPBL has established the Agreement.
WPBL Team Owners are required to comply with all the Policies and Procedures which WPBL may amend from time to time, at its sole discretion, as well as all federal, state and local laws governing their WPBL business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by these Policies and Procedures. Please review the information in these Policies and Procedures carefully as they explain and govern your relationship, as an independent contractor, with the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from your Sponsor or from WPBL.
1.3 - CHANGES TO THE AGREEMENT
Because Federal, state, and local laws, periodically change, and because our business environment evolves so rapidly, WPBL reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By signing the Team Owner Agreement, and joining WPBL as a Team Owner, and in consideration of accepting commissions, bonuses and awards from WPBL, a Team Owner agrees to abide by the most current version of these Policies and Procedures as they are amended by WPBL from time to time. In its sole discretion. Amendments shall be effective thirty (30) days after publication of a notice that Policies and Procedures have been amended. Amendments shall not apply retroactively to any conduct that occurred prior to the effective date of the amendment. WPBL shall provide or make available to all Team Owners a complete copy of the amended Policies and Procedures by one or more of the following methods: (1) posting on the Company’s official web site; (2) electronic mail (e-mail); (3) posting in the Team Owner’s back office; (4) inclusion in Company periodicals; or (5) special mailings. By continuing to operate a Team Owner’s WPBL business or by accepting commission, bonuses or awards from WPBL, the Team Owner thereby acknowledges the revised Policies and Procedures and agrees to abide by them.
1.4 - DELAYS
WPBL shall not be responsible for delays or failure in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, curtailment of a source of supply, or government decrees or orders.
1.5 - POLICIES AND PROVISIONS SEVERABLE
If any provision of the Agreement, in its current form or as may be amended, is found to be invalid or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.
1.6 - WAIVER
The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of WPBL to exercise any right or power under the Agreement or to insist upon strict compliance by a Team Owner with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of WPBL’s right to demand exact compliance with the Agreement. Waiver by WPBL can be effectuated only in writing by an authorized officer of the Company. WPBL’s waiver of any particular breach by a Team Owner, or WPBL’s waiver of any particular provision of the Team Owner Agreement or these Policies and Procedures, shall not affect or impair WPBL’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Team Owner. Nor shall any delay or omission by WPBL to exercise any right arising from a breach affect or impair WPBL’s rights as to that or any subsequent breach.
The existence of any claim or cause of action of a Team Owner against WPBL shall not constitute a defense to WPBL’s enforcement of any term or provision of the Agreement.
SECTION 2 – BECOMING A TEAM OWNER
2.1 – REQUIREMENTS TO BE A TEAM OWNER
To be a WPBL Team Owner, each applicant must:
1. a)Be of the age of majority in their state of residence;
2. b)Reside in the United States, a U.S. Territory, or any country that WPBL has officially announced is open for business;
3. c)Provide WPBL with their valid Social Security or Federal Tax ID number associated with their legal name*;
4. d)Purchase a WPBL Team (optional for residents of North Dakota); (No return of a Team is allowed.)
5. e)Submit a properly completed Team Owner Application and Agreement to WPBL either in hard copy or online format.
6. f)Provide a valid physical address not associated with any other WPBL account. Non-physical addresses, including P.O. boxes, General Post Office (GPO), pack station, private mail bags, and other forms of non-physical addresses, will prevent payment of commissions;
7. g)Provide a valid unique email address not associated with any other WPBL account;
8. h)Provide a valid unique credit card not associated with any other WPBL account;
9. i)Not be in jail or prison or otherwise confined to a correctional institution;
10. j)Not have been convicted or plead no contest to a felony with the past 7 years. Felonies that occurred more than 7 years ago will be reviewed by WPBL’s discretion and might render an applicant ineligible to be a WPBL Team Owner;
11. k)Not be a current employee, officer or director of WPBL or any subsidiary company, or the spouse or registered domestic partner of the foregoing;
12. k)Be authorized to run a business in the United States, a US Territory, or any country that WPBL has officially announced is open for business.
* If an invalid Social Security Number or Tax ID is used and a valid one is not presented within a reasonable time, WPBL reserves the right to terminate the Team Owner Agreement. The Company reserves the right to reject any applications for a new Team Owner or applications for renewal.
2.2 - TEAMS AND PRODUCT PURCHASES
Except for the purchase of a WPBL Team, no person is required to purchase WPBL products, services or sales aids, or to pay any charge or fee to become a Team Owner. To familiarize new Team Owners with WPBL products, services, sales techniques, sales aids, and other matters, the Company requires that they purchase a Team. WPBL will repurchase resalable Teams from any Team Owner who terminates their Team Owner Agreement pursuant to the terms of Section 7.
2.3 - TEAM OWNER BENEFITS
Once a Team Owner Application and Agreement has been accepted by WPBL, the benefits of the Compensation Plan and the Team Owner Agreement are available to the new Team Owner. These benefits include the right to:
1. a)Sell WPBL products and profit from these sales;
2. b)Receive retail rebates/commissions on retail purchases;
3. c)Participate in the WPBL Compensation Plan (receive bonuses and commissions, if eligible);
4. d)Sponsor other individuals as VIP Customers or Team Owners into the WPBL business and thereby, build a Marketing Organization and progress through the WPBL Compensation Plan;
5. e)Receive periodic WPBL literature and other WPBL communications;
6. f)Participate in WPBL-sponsored support, service, training, motivation and recognition functions, upon payment of appropriate charges, if applicable; and
7. g)Participate in promotional and incentive contests and programs sponsored by WPBL for its Team Owners.
2.4 - TERM AND RENEWAL OF THE AGREEMENT
The term of the Team Owner Agreement is one year from the date of its acceptance by WPBL (subject to prior termination pursuant to Section 10). Team Owners may renew their Team Owner Agreement each year by paying an annual renewal fee of $49.99 plus any applicable taxes, on or up to 30 days before the anniversary date of their Team Owner Agreement. If the renewal fee is not paid by the Team Owner’s anniversary date or 30 days thereafter, the Team Owner’s account will become suspended for 15 days (the “Suspension Period”). During the Suspension Period, the Team Owner may reinstate their Team Owner account for a fee of $100.00 plus any applicable taxes. If the Team Owner account is not reinstated by the end of the 15-day Suspension Period, the Team Owner account will be terminated along with the Team Owner Agreement. Once the Team Owner Agreement is canceled, the Team Owner’s account will then be terminated; their down line will “roll up” to the up line and will not be replaced. The terminated Team Owner will need to wait six months before enrolling again.
SECTION 3 - OPERATING A WPBL BUSINESS
3.1 - ADHERENCE TO THE WPBL MARKETING PLAN
Team Owners must adhere to the terms of the WPBL Marketing Plan as set forth in official WPBL literature. Team Owners shall not offer the WPBL opportunity through, or in combination with, any other system, program, sales tool, or method of marketing other than that specifically set forth in official WPBL literature. Team Owners shall not require or encourage other current or prospective Team Owners or VIP Customers to participate in WPBL in any manner that varies from the program as set forth in official WPBL literature. Team Owners shall not require or encourage other current or prospective Team Owners or VIP Customers to execute any agreement or contract other than official WPBL agreements and contracts to become a WPBL Team Owner or VIP Customer. Similarly, Team Owners shall not require or encourage other current or prospective VIP Customers or Team Owners to make any purchase from, or payment to any individual or other entity to participate in the WPBL Compensation Plan other than those purchases or payments identified as recommended or required in official WPBL literature.
3.2 - ADVERTISING
3.2.1 - GENERAL
All Team Owners shall safeguard and promote the good reputation of WPBL and its products. The marketing and promotion of WPBL, the WPBL opportunity, the Compensation Plan, and WPBL products shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.
To promote both the products and tremendous opportunity WPBL offers, Team Owners must use the sales aids and support materials produced by WPBL. The rationale behind this requirement is simple. WPBL has carefully designed its products, product labels, Compensation Plan, and promotional materials to ensure that each aspect of WPBL is fair, truthful, substantiated, and complies with the vast and complex legal requirements of federal and state laws. If WPBL Team Owners were allowed to develop their own sales aids and promotional materials, notwithstanding their integrity and good intentions, the likelihood that they would unintentionally violate any number of statutes or regulations affecting a WPBL business is almost certain. These violations, although they may be relatively few, would jeopardize the WPBL opportunity for all Team Owners.
Accordingly, Team Owners must not produce their own literature, advertisements, sales aids, business tools, promotional materials, or Internet web pages. Nor may Team Owners use any literature, advertisements, sales aids, business tools, promotional materials, or Internet web pages obtained from any source other than the Company. Team Owners may download and obtain approved promotional materials through the Back Office.
3.2.2 - SOCIAL MEDIA
A. In addition to meeting all other requirements specified in these Policies and Procedures, should a Team Owner utilize any form of social media, the Team Owner agrees to each of the following:
No product sales or enrollments may occur on any social media site. To generate sales, a social media site must link only to the Team Owner’s WPBL Replicated Website.
A Team Owner may not use any social media site on which they discuss or promote, or have discussed or promoted, the WPBL business or WPBL’s products to directly or indirectly, solicit WPBL Team Owners for another direct selling or network marketing program (collectively, “direct selling”). In furtherance of this provision, a Team Owner shall not take any action that may reasonably be foreseen to result in drawing an inquiry from other Team Owners relating to the Team Owner’s other direct selling business activities. Violation of this provision shall constitute a violation of the non-solicitation provision in Section 3.10 below. This provision applies during the term of this Agreement and for a period of 12 calendar months thereafter.
Team Owners must clearly identify themselves as Independent WPBL Team Owners along with a link to their replicating site. Team Owners may use the Independent WPBL Team Owner logo in social networking profiles. The independent logo is available in the Back Office under Resource Library.
Team Owners may not take any action or create any profile to confuse a reasonable person to believe they have landed on an official Corporate social media page, including but not limited to using the WPBL logo or anything similar in their profile photo or banner.
If a Team Owner creates a business profile page on any social media site that promotes or relates to WPBL, its products, or opportunity, the business profile page must relate exclusively to the Team Owner’s WPBL business and WPBL products. If the Team Owner’s WPBL business is canceled for any reason or if the Team Owner becomes inactive, the Team Owner must deactivate the business profile page.
C. Social Media Monitoring
To ensure adherence to WPBL’s Social Media policy as well as other WPBL policies, WPBL both manually reviews and utilizes third party monitoring software to review Team Owner social media pages, including but not limited to, posts, reels, stories (both permanent and temporary), and/or videos. This review is done to ensure that Team Owners are making claims that are truthful, substantiated, and approved. WPBL encourages Team Owners to keep record of any content, including but not limited to stories that are posted on their social media pages. When necessary, WPBL will take appropriate action to ensure Team Owners are posting on social media in a compliant manner.
3.2.3 - 3.2.3 ONLINE CONDUCT
A. No Independent Websites
No Team Owner may independently design a website that uses the names, logos, or product descriptions of WPBL or otherwise promotes (directly or indirectly) WPBL products or the WPBL opportunity. A Team Owner shall not use “blind” ads on the Internet that make product or income claims which are ultimately associated with WPBL products, the WPBL opportunity, or the WPBL Compensation Plan. The use of any other Internet website or web page (including without limitation auction sites such as eBay) in any way to promote to the sale of WPBL products, the WPBL opportunity, or the Compensation Plan is a breach of these Policies and Procedures and may result in any of the disciplinary sanctions set forth in Section 8.1.
B. Replicated Websites
If Team Owners desire to utilize an Internet web page to promote their business, they may do so through the Company’s replicated website program only. This program permits Team Owners to advertise on the Internet and can be personalized with the Team Owner’s message and the Team Owner’s contact information. These websites seamlessly linked directly to the official WPBL website giving the Team Owner a professional and Company-approved presence on the Internet.
There is no additional charge for the Replicated Website. Team Owners are solely responsible and liable for the content they add to their Replicated Websites and must regularly review the content to ensure it is accurate and relevant.
Team Owners may not alter the branding, artwork, look, or feel of their Replicated Websites, and may not use their Replicated Websites to promote, market or sell non-WPBL products, services or opportunity. Specifically, a Team Owner may not alter the look (placement, sizing etc.) or functionality of the following:
The WPBL Independent Team Owner Logo
The Team Owner’s Name
WPBL Corporate Website Redirect Button
Artwork, logos, or graphics
Because Replicated Websites reside on the wprobl.com domain, WPBL reserves the right to receive analytics and information regarding the usage of your Replicated Website.
By default, a Team Owner’s WPBL Replicated Website URL is www.wprobl.com/﹤Team Owner ID#﹥. The Team Owner must change this default ID and choose a uniquely identifiable website name that cannot:
Be confused with other portions of the WPBL corporate website;
Confuse a reasonable person into thinking they have landed on a WPBL corporate page;
Be confused with any WPBL name;
Contain any discourteous, misleading, or off-color words or phrases that may damage WPBL’s image.
Team Owners may not monetize their Replicated Websites through affiliate programs, adSense or similar programs.
C. Domain Names and Email Addresses
Team Owners may not use or attempt to register any of WPBL’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, for any Internet domain name. Nor may Team Owners incorporate or attempt to incorporate any of the Company’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, into any email address except in manner approved by the company.
When directing web traffic to a WPBL Replicated Website it must be evident from a combination of the link and the surrounding context that the link will be connecting to the site of an independent WPBL Team Owner. Attempts to mislead web traffic into believing they are going to a WPBL corporate site, when in fact they land at a Team Owner’s Replicated Website, will not be allowed. The determination as to what is misleading to a reasonable reader or user of the site will be determines by WPBL in its sole discretion.
H. Banner Advertising
Team Owners may place banner advertisements on a website provided the Team Owner uses WPBL- approved templates and images. All banner advertisements must link to a Team Owner’s Replicated Website. Team Owners may not use blind ads (ads that do not disclose the identity of the Company) or web pages that make product or income claims that are ultimately associated with WPBL products or the WPBL opportunity.
I. Spam Linking
Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums and is not allowed. This includes blog spamming, blog comment spamming and/or spamdexing. Any comments that a Team Owner makes on blogs, forums, guest books etc. must be unique, informative and relevant.
J. Video, Audio and Digital Media
Team Owners may upload, submit, or publish WPBL-related video, audio or photo content that they develop and create to advertise or promote WPBL products and the opportunity. Team Owners must ensure that any claims made about WPBL products, or the opportunity are in compliance with WPBL Policies and Procedures. All material must align with WPBL values, contribute to the WPBL community and greater good. Team Owners must clearly identify themselves as an Independent WPBL Team Owner in the content itself and in the content description tag, must comply with all copyright/legal requirements, and must state that they are solely responsible for the content.
K. Sponsored Links / Pay-Per-Click (PPC) Ads
Sponsored links or pay-per-click ads (PPC) are acceptable. The destination URL must be to the sponsoring Team Owner’s Replicated Website. The display URL must also be to the sponsoring Team Owner’s Replicated Website and must not portray any URL that could lead the user to believe they are being directed to a WPBL Corporate site or be inappropriate or misleading in any way.
L. Enticements for Enrollment
WPBL does not condone the use of any publicly shared enticements as a means of encouraging or enticing enrollment in WPBL. Such unacceptable enticements include money, free or reduced product, special training, raffles, giveaways, buy-outs, and other similar forms of enticements. Any publicly shared social media posts, announcements or give-a-ways are unacceptable and an attempt to “buy the business” and are not condoned by WPBL or its Field Leaders.
WPBL allows personally negotiated offers (such as offering product samples) between a Team Owner and personal prospects. WPBL also allows incentives offered by a Team Owner to a member of that Team Owner’s team as a deserved award for sales or recognition. This enticement policy applies to both attempted enticements of Team Owners and Customers.
M. Giveaways and Promotions
WPBL allows giveaways and promotions when conducted privately with existing team members when based on the sale of WPBL products to end consumers. The Team Owner is responsible for abiding by all laws which vary by state. We strongly recommend that any Team Owner that chooses to run a giveaway or promotion consult with an attorney and the IRS website to ensure compliance with laws and tax reporting requirements. The Team Owner must state that the giveaway or contest is not sponsored or endorsed by WPBL.
3.2.4 - TELEPHONE DIRECTORY LISTINGS AND TELEPHONE ANSWERING
Team Owners may list themselves as an “Independent WPBL Team Owner” in the white or yellow pages of the telephone directory, or with online directories, under their own name. No Team Owner may place telephone or online directory display ads using WPBL’s name or logo. Team Owners may not answer the telephone by saying “WPBL”, “WPBL Incorporated”, or in any other manner that would lead the caller to believe that they have reached the corporate offices of WPBL. A Team Owner may use the phrase Independent WPBL Team Owner in telephone greetings or on an answering machine or voicemail system to clearly separate the Team Owner’s independent WPBL business from WPBL.
If Team Owners wish to post their name in a telephone or online directory, it must be listed in the following format:
Team Owner’s Name
Independent WPBL Team Owner
3.2.5 - TRADEMARKS AND COPYRIGHTS
The name of WPBL and other names as may be adopted by WPBL are proprietary trade names, trademarks and service marks of WPBL (collectively “marks”). As such, these marks are of great value to WPBL and are supplied to Team Owners for their use only in an expressly authorized manner. WPBL will not allow the use of its trade names, trademarks, designs, or symbols by any person, including WPBL Team Owners, without its prior, written permission. As an independent Team Owner, you may use the WPBL name in the following manner
Team Owner's Name
Independent WPBL Team Owner
Independent WPBL Team Owner
The content of all Company sponsored events is copyrighted material. Team Owners may not produce for sale or distribution any recorded Company events and speeches without written permission from WPBL; nor may Team Owners reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations.
Team Owners may create team branded gear to gift to team members. Items may not be sold for profit or be promoted at WPBL events. The approved WPBL logos are found on the back office. WPBL reserves the right to require Team Owners to cease distribution of any item with the name WPBL on it if deemed inappropriate, at WPBL’s sole discretion.
3.2.6 - MEDIA AND MEDIA INQUIRIES
Team Owners must not attempt to respond to media inquiries regarding WPBL, its products, or their independent WPBL business. All inquiries by any type of media must be immediately referred to the WPBL Home Office. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.
3.2.7. - TELEVISION AND RADIO ADVERTISING
Team Owners must not utilize radio or television media for the advertising, distribution or promotion of WPBL products or opportunity without the express written consent of WPBL. In the event that WPBL does grant permission for the use of such media, WPBL must have final authority on every stage of the productions process with full rights to all recordings.
3.2.8 - UNSOLICITED EMAIL
WPBL does not permit Team Owners to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation, the federal CAN SPAM Act. Any email sent by a Team Owner that promotes WPBL, the WPBL opportunity, or WPBL products must comply with the following:
a)That the person is agreeing to receive commercial electronic messages relating to WPBL, its products, or the WPBL opportunity;
b)That the person is agreeing to receive commercial electronic messages from you, and from Women’s Professional Basketball League Canada ULC;
d)That you are asking for consent on behalf of yourself, and Women’s Professional Basketball League Canada ULC;
e)Your mailing address;
f)Either a telephone number, email, or web address, you use as a Team Owner; and
g)A statement consent can be withdrawn.
WPBL may periodically send commercial emails on behalf of Team Owners. By entering into the Team Owner Agreement, Team Owner agrees that the Company may send such emails and that the Team Owner’s physical and email addresses will be included in such emails as outlined above. Team Owners shall honor opt-out requests generated because of such emails sent by the Company.
3.2.9 - UNSOLICITED FAXES
Except as provided in this section, Team Owners may not use or transmit unsolicited faxes or use an automatic telephone dialing system in connection with the operation of their WPBL businesses. The term “unsolicited faxes” means the transmission via fax of any material or information advertising or promoting WPBL, its products, the Compensation Plan or any other aspect of the company, which is transmitted to any person, except that any person with whom the Team Owner has an established business or personal relationship. The term “established business or personal relationship” means a prior or existing relationship formed by a voluntary two-way communication between a Team Owner and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such Team Owner; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party. The term “automatic telephone dialing system” means equipment which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers.
3.3 - BONUS BUYING PROHIBITED
Bonus buying is strictly prohibited. “Bonus buying” includes: (a) the enrollment of individuals or entities without the knowledge, or execution of an Independent Team Owner Application and Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as a Team Owner; (c) “stacking” which is the specific placement of an individual VIP Customer or Team Owner under a person within one’s downline, other than the person who introduced them to WPBL, in order to qualify yourself or others for rank advancements, incentives, prizes, commissions or bonuses; (d)the enrollment or attempted enrollment of nonexistent individuals or entities as Team Owners; (e) purchasing WPBL products on behalf of another Team Owner or under another Team Owner’s I.D. number, to qualify for commissions or bonuses; (f) purchasing excessive amounts of WPBL products that cannot reasonably be used or resold in a month; and (g) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions or bonuses that are not driven by bona fide product purchases by end consumers.
3.4 - BUSINESS ENTITIES
A corporation, limited liability company (LLC), sole proprietor, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a WPBL Team Owner by submitting a properly completed Team Owner Application and Agreement, a properly completed Business Entity Registration Form, and a properly completed IRS Form W-9, or any other document listed as required on the Business Entity Registration Form. If a Team Owner enrolls online, the Entity Documents and Business Entity Registration Form must be submitted to WPBL within 30 days of the online enrollment. (if not received within the 30-day period, the Team Owner Agreement shall automatically terminate.) The Business Entity Registration Form must be signed by all the shareholders, members, partners or trustees. The Business Entity and its shareholders, members, managers, partners, trustees, or other parties with any ownership interest in, or management responsibilities for, the Business Entity (collectively “Affiliated Parties”) are individually, jointly and severally liable for any indebtedness to WPBL, compliance with the WPBL Policies and Procedures, compliance with the Team Owner Agreement, and all other obligations to WPBL hereunder.
To prevent the circumvention of Section 3.28 (which prohibits the sale, transfer, or assignment of a WPBL business without WPBL’s written authorization), additional partners, shareholders, members or other Affiliated Parties may be added to a Business Entity only upon the written approval of the Company. If a partner, shareholder, member or other Affiliated Party is added without the Company’s approval, the Team Owner Agreement may be canceled at the Company’s discretion. There is a $50.00 fee for each change requested, which must be included with the written request and completed Team Owner Application and Agreement. WPBL may, at its discretion, require notarized documents before implementing any changes to a WPBL business. Please allow thirty (30) days after the receipts of the request by WPBL for processing. Note that the changes permitted within the scope of this section do not include a change of sponsorship. Changes of sponsorship are addressed at Section 3.5 below.
3.4.1 - CHANGES TO A BUSINESS ENTITY
Team Owners may change their status under the same Sponsor from an individual to a Business Entity or from one type of Business Entity to another. There is $50.00 fee for each change requested, which must be included with the Business Entity Registration form and any specific documents listed as required on the Business Entity Registration form... Such change requests must be submitted prior to December 1 to become effective on January 1 of the following year. In addition, Team Owners operating their WPBL businesses utilizing a Business Entity must notify WPBL of the addition or removal of any officers, directors, shareholders, managers, members or other Affiliated Parties of the Business Entity.
3.5 - CHANGE OF SPONSOR
To protect the integrity of all Team Owner organizations and safeguard the hard work of all Team Owners, WPBL strongly discourages changes in sponsorship. Maintaining the integrity of sponsorship is critical to the success of every Team Owner and to WPBL. Therefore, the transfer of a WPBL Team Owner from one sponsor to another is not permitted except when a mistake is made in choosing the correct Sponsor while completing the WPBL online enrollment.
Errors must be reported during the initial thirty (30) day period immediately following the date that a Team Owner or VIP Customer first joins WPBL. Sponsor corrections are not permitted after such initial thirty (30) day period. To request a Sponsor correction, a Team Owner or VIP Customer must contact Customer Service to initiate the request process. All Sponsor correction requests are subject to approval not only by the Company, but also by the current Sponsor and new Sponsor.
*In certain circumstances, WPBL may use its discretion to assign a Sponsor that may be in the best interest of the WPBL business, or the business of the Team Owners involved.
3.5.1 - CANCELLATION AND RE-APPLICATION
Team Owners may legitimately change organizations by voluntarily cancelling their WPBL business in writing and remaining inactive (i.e., no purchases of WPBL products for resale, no sales of WPBL products, no sponsoring, no attendance at any WPBL functions, and no participation in any other form of Team Owner activity, or operation of any other WPBL business) for six (6) full months. . Spouses and other members of the Team Owner’s household may not enroll during this six-month period. The purchase of a new Team is required upon reenrollment Following the six-month period of inactivity, the former Team Owner may reapply under the previous or new Sponsor, however, the former Team Owner’s Marketing Organization will remain in the original line of sponsorship.
3.5.2 - NON-CIRCUMVENTION; WAIVER OF CLAIMS
In the event a Team Owner circumvents the above policies regarding change of Sponsor and changes to a Business Entity or a member of the Team Owner’s household enrolls prior to the six and another downline
organization has been developed in the second business developed by a Team Owner, WPBL reserves the sole and exclusive right to determine the final disposition of the downline organization. Resolving conflicts over the proper placement of a downline that has developed under an organization that has improperly switched sponsors is often extremely difficult.
Therefore, TEAM OWNERS WAIVE ANY AND ALL CLAIMS AGAINST WPBL, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM WPBL’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW AN ORGANIZATION THAT HAS IMPROPERLY CHANGED LINES OF SPONSORSHIP.
3.6 - UNAUTHORIZED CLAIMS AND ACTIONS
3.6.1 - INDEMNIFICATION
Team Owners are fully responsible for all of their verbal and written statements made regarding WPBL products and the Compensation Plan that are not expressly contained in official WPBL materials. This includes statements and representations made through all sources of communication media, whether person-to-person, in meetings, online, through social media, in print, or any other means of communication. Team Owners agree to indemnify WPBL and its directors, officers, employees, and agents and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by WPBL as a result of the Team Owner’s unauthorized representations or actions. This provision shall survive the termination of the Team Owner Agreement.
3.6.2 - PRODUCT CLAIMS
No claims as to therapeutic, curative or beneficial properties of any products offered by WPBL may be made except those contained in official WPBL literature. In particular, Team Owners may not make claims that WPBL products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims, and they may lack adequate substantiation. Not only are such claims in violation of the Team Owner Agreement, they also violate the laws and regulations of the United States, Canada, and other countries.
3.6.2. A - PRODUCT COMPARISONS
WPBL strongly encourages all of its Team Owners to promote the benefits of WPBL’s revolutionary products and its cutting-edge Market Opportunity. Team Owners may not make product comparisons against the products of other companies, except as specifically set forth in official WPBL marketing materials. Any other product comparisons made by a Team Owner are prohibited and are a violation of these Policies and Procedures and may result in potential legal claims for trademark infringement and defamation against the Team Owner making such comparisons, as well claims against WPBL.
3.6.3 - INCOME CLAIMS PROHIBITED
Team Owners may only make income or lifestyle claims that are truthful, accurate and represent what the typical earner is likely to achieve. These claims must be consistent with the publicly available WPBL Income Disclosure Statement (IDS).
Team Owners are required to share the IDS, which can be found at https://WPBLglobal.com/income-disclosure-statement/, in all instances as either a hard copy of the actual document or a link to the document. Any writings, including social media posts and profiles, email signature blocks, or written personal stories that include any income or lifestyle claim must include the income disclosure statement and a direct link to the IDS within close proximity of the claim.
Team Owners are also required to explain that actual earnings and sales vary from person to person depending on factors including personal skill and the time and effort dedicated to business building activities.
Team Owners, when presenting or discussing the WPBL opportunity or Compensation Plan, may not make income projections, guaranteed income statements, disclose their WPBL income (including the showing of their WPBL Payment Card records, Back-office records, bank statements, or tax records), non-typical income or lifestyle claims, stated or implied (per the WPBL IDS). Additionally, Team Owners must not engage in any misleading, deceptive or unfair conduct and not make false representations or exaggerated claims.
The Federal Trade Commission and several states have laws or regulations that prohibit certain types of income claims and testimonials made by persons engaged in direct selling. While Team Owners may believe it beneficial to share copies of their earnings or others, such approaches have legal consequences that can negatively impact WPBL as well as the Team Owner making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation.
3.6.4 - COMPENSATION PLAN CLAIMS
When presenting or discussing the WPBL Compensation Plan, Team Owners must make it clear to prospective Team Owners that financial success with WPBL requires commitment, effort, and sales skill. Conversely, Team Owners must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include:
• It’s a turnkey system;
• The system will do the work for you;
• Just get in and your downline will build through spillover;
• Just join and I will build your downline for you;
• The company does all the work for you;
• You don’t have to sell anything; or
• All you have to do is buy your products every month.
The above are just examples of improper representations about the Compensation Plan. It is important that Team Owners do not make these or any other representations that could lead a prospective Team Owner to believe that an individual can be successful as a WPBL Team Owner without commitment, effort, and sales skill.
3.7 - REPACKAGING AND RE-LABELING PROHIBITED
WPBL products may only be sold in their original packaging. Team Owners may not repackage, re- label, or alter the labels on WPBL products. Tampering with labels/packaging could be a violation of federal and state laws and may result in civil or criminal liability. Team Owners may affix a personalized sticker with the Team Owner’s personal/contact information to each product or product container, if this is done without removing existing labels or covering any text, graphics, or other material on the product label.
3.8 - COMMERCIAL OUTLETS
Team Owners may sell WPBL products from a commercial outlet and may display or sell WPBL products or literature in a retail or service establishment but only as outlined below.
Team Owners may sell WPBL products from service establishments that are open to the public on an appointment basis and the WPBL products (or literature) are not displayed in locations that are accessible to the general public. (i.e., The individual stall or reception area is acceptable but in the window or reception area of a salon is not acceptable).
Online auction and/or sales facilitation websites, including but not limited to eBay and Craig’s List constitute Commercial Outlets, and may not be used to sell WPBL products.
3.9 - TRADE SHOWS, EXPOSITIONS AND OTHER SALES FORUM
Team Owners may display and/or sell WPBL products at trade shows and professional expositions. Before submitting a deposit to the event promoter, Team Owners must contact the WPBL Home Office and obtain permission in writing for conditional approval, as WPBL’s policy is to authorize only one WPBL business per event. Final approval will be granted to the first Team Owner who submits an official advertisement of the event, a copy of the contract signed by both the Team Owner and the event official, and a receipt indicating that a deposit for the booth has been paid. Approval is given only for the event specified. Any request to participate in future events must again be submitted to the Brand Guideline Department. WPBL further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its products or the WPBL opportunity. Approval will not be given for swap meets, garage sales, flea markets or farmer’s markets as these events are not conducive to the professional image WPBL wishes to portray
3.10 - PARTICIPATION IN OTHER DIRECT SELLING OR COMPETING VENTURES
WPBL Team Owners below rank of Market Mentor are free to participate in other direct selling ventures or marketing opportunities, multilevel marketing, network marketing, or relationship marketing opportunities, as long as they keep their organizations and downlines separate.
If a Team Owner or member of their immediate household, is engaged in multilevel marketing, network marketing, relationship marketing or direct sales opportunity or any business that sells competing products, it is the responsibility of the Team Owner to ensure that the WPBL business is operated entirely separate and apart from any other program in which the Team Owner participates. To this end, Team Owners shall:
1. a.)Not target, or share non-WPBL opportunities or products with, WPBL Team Owners, employees or Customers via any social media platforms used to promote WPBL products.
2. b.)Not display WPBL promotional materials, sales aids, or products with or in the same location as any non-WPBL promotional materials, sales aids, products, or services.
3. c.)Not offer the WPBL opportunity or products to prospective or existing Customers or Team Owners in conjunction with any non-WPBL program, opportunity, product, or service.
4. d.)Not offer any non-WPBL opportunity, products, services, training, or opportunity at any WPBL- related meeting, seminar, convention, webinar, teleconference, or other function.
5. e.)Not transfer their business or use other names or ID numbers (including that of a spouse, relative, household member, business, or others legal entity such as a corporation or trust), to evade or circumvent the above policies.
6. f.)Not display or bundle WPBL products or services in sales literature, on a website, social media or in sales meetings, with any other products or services.
Team Owner Holding Rank of Market Mentor and Above:
Team Owners who achieve Market Mentor, Managing Market Mentor, Associate Executive Director, Executive Director, Senior Executive Director and Founders are looked to by the sales field for guidance and WPBL holds them to the highest standards. Reaching the rank of Market Mentor and above is very distinguished and provides the Team Owners access to additional WPBL confidential and trade secret information, support, and compensation. Therefore, all such individuals are prohibited from participating in any other direct selling ventures or marketing opportunities, multilevel marketing, network marketing, or relationship marketing opportunities
During the period that a WPBL Team Owner operates an independent WPBL business and continues to receive commission or bonus payments from WPBL in connection with that independent WPBL business (the “Term of the Agreement”) Team Owners may not directly or indirectly, recruit any other WPBL Team Owner, employee or Customer for any other direct selling business.
A violation of any of the provisions in this Section 3.10, as well as Section 3.10.1, shall constitute unreasonable and unwarranted contractual interference between WPBL and its Team Owners and would cause irreparable harm on WPBL. In such event, WPBL may, at its sole discretion, impose any sanction it deems necessary or appropriate against such Team Owner or such Team Owner’s independent distributorship, or seek immediate injunctive relief without the necessity of posting a bond. Such sanction may include, without limitation, suspension of commissions and bonuses, fines, restriction from WPBL events and recognition or termination of a Team Owner’s WPBL independent distributorship.
3.10.1 - NON-SOLICITATION
WPBL Team Owners may not directly or indirectly, recruit any other WPBL Team Owner or Customer for any other direct selling business. The term “recruit” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or any effort to influence in any other way, either directly or indirectly (i.e., through a third party), another WPBL Team Owner, employee, or Customer to enroll or participate in another multilevel marketing, network marketing, relationship marketing or direct sales opportunity. This includes
1. a.)posting or messaging information about another multilevel marketing, network marketing, relationship marketing or direct sales opportunity or products on any social media site utilized by a Team Owner to promote their WPBL business* and “business” is inclusive of information shared about the products, services, or income opportunity of WPBL,
1. a.1.)In addition to the guidelines above, WPBL Team Owners who have achieved Director level may not post affiliate links, share, or link to any competing product on the same social media site utilized by a Team Owner to promote their WPBL business* and “business” is inclusive of information shared about the products, services, or income opportunity of WPBL,
2. b.)tagging any WPBL Team Owner, employee, or customer in a post on any social media site that provides information or offers to provide information about another multilevel marketing, network marketing, relationship marketing or direct sales opportunity,
3. c.)communicating information or offering to provide information about another multilevel marketing, network marketing, relationship marketing or direct sales opportunity.
*In reference to a.) above, deleting past WPBL content from a social media page in order to circumvent this policy is not permitted.
A Team Owner shall not take any action that may reasonably be foreseen to result in drawing an inquiry from other Team Owners relating to the Team Owner’s other direct selling, network.
Violation of Section 3.10.1 may result in the immediate termination of the violating Team Owner’s Agreement
In consideration of the benefits that WPBL provides to all Team Owners, including without limitation, websites, marketing assistance and training, commission payments and other incentives, and for the added benefits provided to higher ranking Team Owners, for a period of (i) six (6) months for all Team Owners below the rank of Market Mentor; and (ii) twelve (12) months for all Team Owners ranked Market Mentor and above, following the Term of the Agreement, Team Owners may not recruit, directly or indirectly, any WPBL Team Owners, employees or Customers for any other multilevel marketing, network marketing, relationship marketing or direct sales opportunity.
Team Owners and the Company recognize that because network marketing is conducted through networks of independent contractors dispersed across the entire United States and internationally, and business is commonly conducted via the internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, Team Owners and WPBL agree that the non-solicitation provision set forth in this Section 3.10.1 shall apply nationwide and to all international markets in which WPBL Team Owners are located
3.10.2 - TEAM OWNER ACTIVITY (GENEALOGY) REPORTS—CONFIDENTIAL INFORMATION
“Confidential Information” includes, but is not limited to, Team Owner Activity Reports, the identities of WPBL VIP Customers and Team Owners, contact information of WPBL VIP Customer and Team Owners, Team Owners’ sales volume information. Confidential Information is or may be available for Team Owner access and viewing at the Back Office of each Team Owner’s replicated WPBL website. Team Owner access to such Confidential Information is password protected. All Team Owner Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to WPBL. Team Owner Activity Reports are provided to Team Owners in strictest confidence and are made available to Team Owners for the sole purpose of assisting Team Owners in working with their respective Marketing Organizations in the development of their WPBL businesses. Team Owners may not use any Confidential Information for any purpose other than for developing their independent WPBL businesses. Where a Team Owner participates in other direct selling or multilevel marketing ventures, the Team Owner is not eligible to have access to certain Confidential Information, including, but not limited to, Downline Genealogy Reports. Team Owners should use the Confidential Information to assist, motivate, and train their downline Team Owners, and for no other purpose. In so doing, Team Owners may not disclose the Confidential Information to any third party, including, without limitation, downline Team Owners. The Team Owner and WPBL agree that, but for this agreement of confidentiality and nondisclosure, WPBL would not provide Confidential Information (including Team Owner Activity Reports) to the Team Owner.
To protect the Confidential Information, Team Owners shall not, on their own behalf, or on behalf of any other person, partnership, association, corporation or other entity:
• Directly or indirectly use or disclose any Confidential Information to any third party;
• Directly or indirectly disclose, to any individual, partnership, association, corporation, or other entity, the password or other access code to their Back Office;
• Use any Confidential Information to compete with WPBL or for any purpose other than promoting or supporting their WPBL business; or
• Recruit or solicit any WPBL Team Owner or VIP Customer listed on any Team Owner Activity Report or any other report in the Team Owner’s Back Office, or in any manner attempt to influence or induce any such Team Owner or VIP Customer to alter their business relationship with WPBL.
The obligation of a Team Owner to not disclose any Confidential Information shall survive cancellation or termination of the Agreement and shall remain effective and binding irrespective of whether a Team Owner’s Agreement has been terminated, or whether the Team Owner is or is not otherwise affiliated with the Company.
Upon demand by the company, any current or former Team Owner will return the original and all copies of Team Owner Activity Reports to the Company.
3.11 - TARGETING OTHER DIRECT SELLERS
WPBL does not condone Team Owners specifically or consciously targeting the sales force of another direct sales company to sell WPBL products or to become Team Owners for WPBL nor does WPBL condone Team Owners solicitation or enticement of members of the sales force of another direct sales company to violate the terms of their contract with such other company. Should Team Owners engage in such activity, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration or mediation is brought against a Team Owner alleging engagement in inappropriate recruiting activity of its sales force or customers, WPBL will not pay any of the Team Owner’s defense costs or legal fees, nor will WPBL indemnify the Team Owner for any judgment, award, or settlement.
3.12 - CROSS-SPONSORING
Actual or attempted cross-sponsoring is strictly prohibited. “Cross-sponsoring” or “Poaching” is defined as the enrolment of an individual or entity that already has a current Team Owner Agreement on file with WPBL or who has had such an agreement within the preceding six calendar months, within a different line of sponsorship. The use of a spouse’s or relative’s name, trade names, DBAS, assumed names, corporations, partnerships, trusts, federal ID numbers, fictitious ID numbers or any strawman or other artifice to circumvent this policy is prohibited. Team Owners shall not demean, discredit or defame other WPBL Team Owners in an attempt to entice another Team Owner to become part the first Team Owner’s Marketing Organization.
If Cross-Sponsoring is discovered, it must be brought to the Company’s attention immediately. WPBL may take disciplinary action against the Team Owner that changed organizations and/ or those Team Owners who encouraged or participated in the Cross-Sponsoring. WPBL may also move all or part of the offending Team Owner’s Marketing Organization to the original marketing Organization if the Company deems it equitable and feasible to do so. However, WPBL is under no obligation to move the Cross-Sponsored Team Owner’s Marketing Organization, and the ultimate disposition of the organization remains within the sole discretion of WPBL. Team Owners waive all claims and causes of action against WPBL arising from or relating to the disposition of the Cross-Sponsored Team Owner’s Marketing Organization.
3.13 - ERRORS OR QUESTIONS
If a Team Owner has questions about or believes any errors have been made regarding commissions, bonuses, Team Owner Activity Reports, or charges, the Team Owner must notify WPBL in writing within 30 days of the date of the purported error or incident in question. WPBL will not be responsible for any errors, omissions or problems not reported to the Company within 30 days.
3.14 - GOVERNMENTAL APPROVAL, CERTIFICATION, OR ENDORSEMENTT
Neither federal nor state regulatory agencies or officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Team Owners shall not represent or imply that WPBL or its Compensation Plan have been “approved,” “endorsed” or otherwise sanctioned by any government agency.
Team Owners must not state or imply that WPBL’s products and ingredients are certified or approved by regulatory or government entities. The Food and Drug Administration regulates cosmetic and supplement products in the marketplace but does not approve or certify these categories of products.
3.15 - HOLDING APPLICATIONS OR ORDERS
Team Owners must not manipulate enrollments of new applicants and purchases of products. All Team Owner Applications and Agreements must be sent to WPBL within 72 hours from the time they are signed by an Applicant. Likewise, all product orders must be submitted to WPBL within 72 hours from the time that they are placed by Customers.
3.16 - IDENTIFICATION
All Team Owners are required to provide their legal name associated with their valid Social Security Number or a Federal Employer Identification Number to WPBL on the Team Owner Application and Agreement. Upon enrollment, the Company will provide a unique Team Owner Identification Number to the Team Owner. This number will be used for identification, to place orders, and track commissions and bonuses.
3.17 - INCOME TAXES
Each Team Owner is responsible for paying local, state and federal taxes on any income generated as an Independent Team Owner. If a Team Owner’s WPBL business is tax exempt, the Federal tax identification number must be provided to WPBL. Every year, WPBL will provide an IRS form 1099 NEC (Non-employee Compensation) earnings statement to each U.S. resident who: 1) Had earnings, received trips, prizes or awards, in any combination valued at $600 or more in the previous calendar year.
WPBL cannot provide Team Owners with any personal tax advice. Team Owners should consult with their own tax accountant, tax attorney, or other tax professional.
3.18 - INDEPENDENT CONTRACTOR STATUS
Team Owners are independent contractors and are not purchasers of a franchise or a business opportunity. The agreement between WPBL and its Team Owners does not create an employer/ employee relationship, agency, partnership, or joint venture between the Company and the Team Owner. Team Owners shall not be treated as an employee for their services or for Federal or State tax purposes. All Team Owners are responsible for paying local, state, and federal taxes due from all compensation earned as a Team Owner of the Company. The Team Owner has no authority (expressed or implied), to bind the Company to any obligation. Team Owners shall establish their own goals, hours, and methods of sale, so long as they complied with the terms of the Consultant Agreement, these Policies and Procedures, and applicable laws.
3.19 - INSURANCE
Team Owners may wish to arrange insurance coverage for their business. Homeowner’s insurance policies typically do not cover business-related injuries or the theft of or damage to inventory or business equipment. Team Owners are advised to contact their insurance agents to make certain that their business property is protected. This can often be accomplished with a simple “Business Pursuit” endorsement attached to the Team Owner’s homeowner’s policy.
3.20 - INTERNATIONAL MARKETING
Because of the critical legal and tax considerations, WPBL must limit the resale of WPBL products and the presentation of the WPBL business to prospective VIP Customers and Team Owners located within the United States and U.S. Territories and those other countries that the Company has announced are officially opened by business. Moreover, allowing a few Team Owners to conduct business in markets not yet opened by WPBL would violate the concept of affording every Team Owner the equal opportunity to expand internationally.
Accordingly, Team Owners are authorized to sell WPBL products, and enroll VIP Customers and Team Owners only in the countries in which WPBL is authorized to conduct business, as announced in official Company literature. WPBL products or sales aids cannot be shipped into or sold in any foreign country. Team Owners may sell, give, transfer, or distribute WPBL products or sales aids only in their home country. In addition, no Team Owner may, in any unauthorized country; (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential Team Owners; or (c) conduct any other activity for the purpose of selling WPBL products, establishing a Marketing Organization, or promoting the WPBL opportunity.
3.21 - INVENTORY LOADING
Team Owners must never purchase more products than they can reasonably use or sell to Customers in a month, and must not influence or attempt to influence any other Team Owner to buy more products than they can reasonably use or sell to Customers in a month.
Team Owners certify with each new product order that they have sold or consumed a minimum of 70% of all products purchased in prior orders. WPBL reserves the right to verify resale of product inventory and inspect documentation of Customer sales. WPBL Team Owners are not required to carry an inventory of products or sales aids.
3.22 - ADHERENCE TO LAWS AND ORDINANCES
Team Owners shall comply with all federal, state, and local laws and regulations in the conduct of their businesses. Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to Team Owners because of the nature of their business. However, Team Owners must obey those laws that do apply to them. If a city or county official tells a Team Owner that an ordinance applies to them, the Team Owner shall be polite and cooperative, and immediately send a copy of the ordinance to the Compliance Department.
3.23 - MINORS
A person who is recognized as a minor in his/her state of residence may not be a WPBL Team Owner. Team Owners shall not enroll or recruit minors into the WPBL program.
3.24 - ONE WPBL BUSINESS PER TEAM OWNER AND PER HOUSEHOLD
A Team Owner may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one WPBL business. No individual may have, operate or receive compensation from more than one WPBL business. Individuals of the same Household may not enter into or have an interest in more than one WPBL Business. A “Household” is defined as all individuals who are living at or doing business at the same address, and who are related by blood, marriage, domestic partnership, or adoption, or who are living together as a family unit or in a family-like setting.
In order to maintain the integrity of the WPBL Compensation Plan, husbands and wives, domestic partnerships, or common-law couples (collectively referred to herein as “spouses”) who wish to become WPBL Team Owners must be jointly sponsored as one WPBL business. Spouses, regardless of whether one or both are signatories to the Team Owner Application and Agreement, may not own or operate any other WPBL business, either individually or jointly, nor may they participate directly or indirectly (as a shareholder, partner, trustee, trust beneficiary, or have any other legal or equitable ownership) in the ownership or management of another WPBL business in any form.
An exception to the one business per Team Owner/Household rule will be considered on a case-by-case basis if two Team Owners get married or move in together, or in cases of a Team Owner receiving an interest in another business through inheritance. Requests for exceptions to policy must be submitted in writing to the Compliance Department.
3.25 - ACTIONS OF HOUSEHOLD MEMBERS OR AFFILIATED INDIVIDUALS
If any member of a Team Owner’s immediate household engages in any activity which, if performed by the Team Owner, would violate any provision of the Agreement, such activity will be deemed a violation by the Team Owner and WPBL may take disciplinary action pursuant to these Policies and Procedures against the Team Owner. Similarly, if any individual associated in any way with a Business Entity (collectively “affiliated individual”) violates the Agreement, such action (s) will be deemed a violation by the entity, and WPBL may take disciplinary action against the Business Entity.
3.26 - REQUEST FOR RECORDS
Records are available online at no additional charge in the Team Owner’s back-office account. Any request from a Team Owner for copies of invoices, applications, Team Owner Activity Reports, or other records will require a fee of $2.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.
3.27 - ROLL-UP
When a vacancy occurs in a Marketing Organization due to the termination of a WPBL Team Owner’s Agreement, each Team Owner in the first level immediately below the terminated Team Owner on the date of the cancellation will be moved to the first level (“front line”) of the terminated Team Owner’s sponsor. For example, if A sponsors B, and B sponsors C1, C2, and C3, if B terminates her business, C1, C2, and C3 will “roll-up” to A and become part of A’s first level.
* In certain circumstances, WPBL may use its discretion to assign a Sponsor who is different than the Sponsor that would be assigned through a front-line roll-up.
3.28 - SALE, TRANSFER OR ASSIGNMENT OF A WPBL BUSINESS
Although a WPBL business is a privately owned and independently operated business, the sale, transfer or assignment of a WPBL business, and the sale, transfer, or assignment of an interest in a business entity that owns or operates a WPBL business, is subject to certain limitations. If a Team Owner wishes to sell their WPBL business, or interest in a business entity that owns or operates a WPBL business, the following criteria must be met:
1. a)The selling Team Owner must offer WPBL, in writing, the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer. WPBL shall have fifteen (15) days from the date of receipt of the written offer to exercise its right of first refusal.
2. b)The buyer or transferee must become a qualified WPBL Team Owner. The buyer or transferee must accept the WPBL Team Owner Agreement and the WPBL Policies and Procedures. If the buyer is an active WPBL Team Owner they must first terminate their WPBL.
3. c)Before the sale, transfer or assignment can be finalized and approved by WPBL, any debt obligations the selling party has with WPBL must be satisfied.
4. d)The selling party must be in good standing and not in violation of any of the terms of the Agreement, or the Policies and Procedures, to be eligible to sell, transfer or assign a WPBL business.
5. e)The buyer or transferee must pay a $150 WPBL account transfer fee.
6. f)If the seller has a WPBL account with a “Founder” title, the Founder title and any bonuses or Founder pool payments connected with the Founder title will not be transferred to the buyer or transferee.
Prior to selling an independent WPBL business or Business Entity interest, the selling Team Owner must notify WPBL’s Compliance Department in writing and advise of their intent to sell their WPBL business or business entity interest. The selling Team Owner must also receive written approval from the Compliance Department before proceeding with the sale. No changes in line of sponsorship can result from the sale or transfer of an independent WPBL business.
3.29 - SEPARATION OF A WPBL BUSINESS
WPBL Team Owners may sometimes operate their WPBL businesses as husband-wife partnerships, regular partnerships, corporations, LLCs, trusts, or other Business Entities. When a marriage ends in divorce or a corporation, LLC, partnership, trust, or other Business Entity dissolves, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship. During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:
1. a)One of the parties may, with consent of the other(s), operate the WPBL business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize WPBL to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.
2. b)The parties may continue to operate the WPBL business jointly on a “business-as- usual” basis, in which case all compensation paid by WPBL will be paid according to the status quo as it existed prior to the divorce filing or dissolution proceedings. This is the default procedure if the parties do not agree on the format set forth above.
Under no circumstances will the Marketing Organization of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will WPBL split commission and bonus payments between divorcing spouses or members of dissolving entities. WPBL will recognize only one Marketing Organization and will issue only one commission payment per WPBL business per commission cycle. Commission payments shall always be issued to the same individual or entity. If parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the business in a timely fashion as determined by the Company, the Team Owner Agreement shall be involuntarily cancelled.
If a former spouse has completely relinquished all rights in the original WPBL business pursuant to a divorce, they are thereafter free to enroll under any sponsor of their choosing without waiting six calendar months. In the case of business entity dissolutions, the former partner, shareholder, member, or other entity affiliate who retains no interest in the business must wait six calendar months from the date of the final dissolution before re-enrolling as a Team Owner. In either case, however, the former spouse or business affiliate shall have no rights to any Team Owners in their former organization or to any former Retail or VIP Customer. They must develop the new business in the same manner as would any other new Team Owner.
3.30 - SPONSORING
All active Team Owners in good standing have the right to sponsor and enroll others into WPBL. Each prospective Team Owner has the ultimate right to choose their own Sponsor. New Team Owners and VIP Customers should be sponsored by the first person who introduced the WPBL Opportunity. Manipulation of enrollments is expressly prohibited as noted in Section 3.3. If two Team Owners claim to be the Sponsor of the same new Team Owner, the Company shall regard the first application received by the Company as controlling.
When sponsoring a new Team Owner or VIP Customer through the online enrollment process, the Sponsor may assist the new applicant in filling out the enrollment materials. However, the applicant must personally review and agree to the online application and agreement, WPBL’s Policies and Procedures, and the WPBL Compensation Plan. The Sponsor may not fill out the online application and agreement on behalf of the applicant and agree to these materials on behalf of the applicant.
3.31 - SUCCESSION
Upon the death or incapacitation of a Team Owner, the business may be passed to the heirs. Whenever a WPBL business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased Team Owner’s Marketing Organization provided the following qualifications are met. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper, such as:
1. I.A certified copy of the death certificate
2. II.A notarized copy of the will or other appropriate legal documentation establishing the heir’s right to administer the business
3. III.A copy of the heir’s valid, government issued ID
Accordingly, a Team Owner should consult an attorney to assist in the preparation of a will or other testamentary instrument. If the successor should decide to take over the deceased’s WPBL business, the successor(s) will also be required to:
1. I.Complete and execute a Team Owner Agreement;
2. II.Comply with terms and provisions of the Agreement; and
3. III.Meet all of the qualifications for the deceased Team Owner’s status.
If the business is bequeathed to joint devisees, they must form a Business Entity and acquire a federal taxpayer identification number. WPBL will issue all bonus and commission payments and one 1099 to the business entity. The devisees must provide WPBL with an “address of record” for proper completion.
3.32 - TRANSFER UPON DEATH OF A TEAM OWNER
To effectuate a testamentary transfer of a WPBL business, the Personal Representative or Executor of the estate of the deceased Team Owner must provide all necessary documentation to establish a successor’s or successors’ right(s) to the subject WPBL business. The successor or successors must complete and execute a Team Owner Agreement and meet the other requirements set forth in Section 3.31.
3.33 - TRANSFER UPON INCAPACITATION OF A TEAM OWNER
To effectuate a transfer of a WPBL business because of incapacity, the Trustee of the incapacitated Team Owner must provide all necessary documentation to establish the right of the subject Trust and Trustee to the subject WPBL business. The Trustee must, on behalf of the Trust, complete and execute a Team Owner Agreement and meet the other requirements set forth in Section 3.31.
3.34 - TELEMARKETING TECHNIQUES
The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices. Both federal agencies (as well as several states) have “do not call” regulations as part of their telemarketing laws. Although WPBL does not consider Team Owners to be “telemarketers” in the traditional sense of the word, these government regulations broadly define the term “telemarketer” and “telemarketing” so that your inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause you to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties (up to $43,792.00 per violation).
Therefore, Team Owners must not engage in telemarketing in the operation of their WPBL businesses. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a WPBL product, or to recruit them for the WPBL opportunity. “Cold calls” made to prospective Customers or Team Owners that promote either WPBL’s products or the WPBL opportunity constitute telemarketing and are prohibited. However, a telephone call(s) placed to a prospective Customer or Team Owner (a “prospect”) is permissible under the following situations:
1. a) If the Team Owner has an established business relationship with the prospect. An “established business relationship” is a relationship between a Team Owner and a prospect based on the prospect’s purchase, rental, or lease of goods or services from the Team Owner, or a financial transaction between the prospect and the Team Owner, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect’s purchase of a product or service.
2. b)The prospect’s personal inquiry or application regarding a product or service offered by the Team Owner, within the three (3) months immediately preceding the date of such a call.
3. c)If the Team Owner receives written and signed permission from the prospect authorizing the Team Owner to call. The authorization must specify the telephone number(s) which the Team Owner is authorized to call.
4. d)If the Team Owner has been referred to call an individual who has expressed an interest in the WPBL opportunity or WPBL Products.
5. e)You may call family members, personal friends, and acquaintances. An “acquaintance” is someone with whom you have at least a recent first-hand relationship within the preceding three months.
In addition, Team Owners shall not use automatic telephone dialing systems or software relative to the operation of their WPBL businesses. Team Owners shall not place or initiate any outbound telephone call to any person that delivers any pre-recorded message (a “robocall”) regarding or relating to the WPBL products or opportunity.
3.35 - BACK OFFICE ACCESS
WPBL makes online Back Offices available to its Team Owners. Back Offices provide Team Owners access to confidential and proprietary information that may be used solely and exclusively to promote the development of a Team Owner’s WPBL business and to increase sales of WPBL products. Access to the Back Office is password protected. Team Owners may not under any circumstance provide their Back Office login credentials to any other person or entity.
Access to the Back Office is a privilege and not a right. WPBL reserves the right to deny Team Owners’ access to the Back Office at its sole discretion.
SECTION 4 - RESPONSIBILITIES OF TEAM OWNERS
4.1 - CHANGE OF ADDRESS OR TELEPHONE
To ensure timely delivery of products and support materials, it is important that WPBL’s files are current. Street addresses are required for shipping. Team Owners planning to move should update their mailing address, email address and telephone number information via either Customer/ Team Owner Care or through the Back Office of the Team Owners’ replicated WPBL Website. To guarantee proper delivery, two weeks advance notice must be provided to WPBL on all changes.
4.2 - ONGOING DEVELOPMENTAL OBLIGATIONS
4.2.1 - ONGOING TRAINING
Any Team Owner who sponsors another Team Owner into WPBL must perform a bona fide assistance and training function to ensure that the downline Team Owners are properly operating their respective WPBL businesses. Team Owners must have ongoing contact and communication with the Team Owners in their Marketing Organizations. Examples of such contact and communications may include but not be limited to newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of downline Team Owners to WPBL meetings, training sessions, and other functions. Upline Team Owners are also responsible to motivate and train new Team Owners in WPBL product knowledge, effective sales techniques, the WPBL Compensation Plan and compliance with Company Policies and Procedures. Communication and the training of downline Team Owners must not, however, violate Section 3.2.
Team Owners may not charge for WPBL training.
Team Owners must monitor the Team Owners in their marketing Organizations to ensure that downline Team Owners do not make improper product or business claims or engage in any illegal or inappropriate conduct.
4.2.2 - INCREASED TRAINING RESPONSIBILITIES
As Team Owners progress through the various stages of leadership, they will become more experienced in Sales Techniques, Product Knowledge and an understanding of the WPBL Business Program. They will be called upon by WPBL from time to time to share this knowledge with lesser experienced Team Owners within their organization.
4.2.3 - ONGOING SALES RESPONSIBILITIES
Regardless of their level of achievement, Team Owners have an ongoing obligation to continue to personally promote sales through the generation of new Retail and VIP Customers and through servicing their existing Customers.
4.3 - NONDISPARAGEMENT
WPBL wants to provide Team Owners with the best products, compensation plan and service in the industry. Accordingly, we value constructive criticisms and comments. All such comments should be submitted in writing to the Customer Service Department. While WPBL welcomes constructive input, negative comments and remarks made in the field by Team Owners about the Company, its products or compensation plan serve no purpose other than to demotivate other WPBL Team Owners. For this reason, and to set the proper example for their Marketing Organization, Team Owners must not disparage, demean, or make negative remarks about WPBL, other WPBL Team Owners, WPBL Products, the Compensation Plan, or WPBL’s directors, officers or employees.
4.4 - PROVIDING DOCUMENTATION TO APPLICANTS
Team Owners must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are sponsoring to become Team Owners before the applicant signs a Team Owner Agreement (or ensure that such individuals have online access to these materials). In addition, copies of the Policies and Procedures and the Compensation Plan can be downloaded from WPBL’s website.
4.5 - REPORTING POLICY VIOLATIONS
Team Owners observing a Policy violation by another Team Owner should submit a written report of the violation to the attention of the Compliance Department. Details of the incidents such as dates, numbers of occurrences, persons involved, and any supporting documentation should be included in the report.
SECTION 5 – SALES REQUIREMENTS
5.1 - PRODUCT SALES
The WPBL Compensation Plan is based on the sale of WPBL products to end consumers. Team Owners must fulfill personal and Marketing Organization retail sales requirements (as well as meet other requirement as set forth in the Agreement) in order to be eligible for bonuses, commissions and advancement to higher levels of achievement.
The following sales requirements must be satisfied for Team Owners to be eligible for commissions:
a)Team Owners must satisfy the Personal Volume requirements to fulfill the requirements associated with their rank as set out in the WPBL Compensation Plan
b)Team Owners must satisfy the Group Volume requirements to fulfill the requirements associated with their rank as set out in the WPBL Compensation Plan
5.2 -NO TERRITORY RESTRICTIONS
There are no exclusive territories granted to anyone. No franchise fees are required.
5.3 - WPBL FLEXSHIP PROGRAM
As an added convenience to its VIP Customers and Team Owners, WPBL offers a Flexship Program with automatic monthly delivery of WPBL products to your home address.
Unique credit cards, addresses, phone numbers and email addresses are required per VIP account. WPBL will audit and investigate any suspect orders and accounts. Commissions may be withheld pending an investigation.
*Time of placement for orders associated with a Flexship Program will default to Eastern Standard Time Zone (EST).
5.4 - SALES RECEIPTS
Records documenting online purchases made by Customers will be maintained by WPBL.
5.4 - AUTOMATIC UPDATES TO STORED CREDIT/DEBIT CARDS
WPBL participates in account update services offered by some banks to help keep your credit card information up to date in our system. If your bank participates, this service will automatically update your card number and expiration date in our system. If you do not wish for your credit/debit card information to be automatically updated, you may opt out of these services by contacting your credit card issuing bank. Any automatic charges that may apply to your account because of one’s failure to opt-out of this service, will not be refunded. WPBL will not be responsible for these charges.
SECTION 6 - BONUSES AND COMMISSIONS
6.1 - BONUS AND COMMISSION QUALIFICATIONS
A Team Owner must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as a Team Owner complies with the Terms of the Agreement, WPBL shall pay commissions to such Team Owner in accordance with the Compensation Plan. The minimum amount for which WPBL will issue payment is $15.00. If a Team Owner’s commissions and bonuses do not equal or exceed $15.00, the Company will accrue the bonuses and commissions until they total $15.00. Payment will be issued once $15.00 has been accrued.
Accepting any form of commissions, bonuses, awards or incentive trips from WPBL constitutes a Team Owner’s agreement to be bound by WPBL’s Policies and Procedures.
6.2 - ADJUSTMENT TO BONUSES AND COMMISSIONS
6.2.1 - ADJUSTMENTS FOR RETURNED PRODUCT
Team Owners receive bonuses and commissions based on the actual sales of products to end consumers. When a product is returned to WPBL for a refund or is repurchased by the Company, the bonuses and commissions attributed to this returned or repurchased product will be deducted, in the month in which the refund is given, and continuing every pay period thereafter until the bonuses and commissions are recovered, from the Team Owners who received bonuses and commissions on the sales of the refunded products. In the event that any such Team Owner terminates their Team Owner Agreement, and the amounts of the bonuses and commissions attributable to the returned products have not yet been fully recovered by the Company, the remainder of the outstanding balance may be set off against any amounts owed to the terminated Team Owner.
6.2.2 - PAYMENT CARD FEES
WPBL currently pays bonuses and commissions through MoMoney, which includes a WPBL-brand debit card and on-line portal. Currently, the Company pays all associated fees for this payment method. Company reserves the right to deduct any fees assessed to it because such payment program or a Direct Deposit Program from the bonuses and commissions payable to Team Owners. In that event, WPBL shall provide at least 30 days prior notice to all Team Owners.
6.3 - REPORTS
All information provided by WPBL in any Team Owner Activity Reports, including but not limited to Personal Volume and Group Volume (or any part thereof) and downline sponsoring activity is believed to be accurate and reliable. Nevertheless, due to various factors including but not limited to, the inherent possibility of human, digital, electronic, or mechanical error, the accuracy, completeness and timeliness of orders; the denial of credit card and electronic check payments; returned products; credit card and electronic check chargebacks; the information is not guaranteed by WPBL or any persons creating or transmitting the information.
ALL PERSONAL AND GROUP VOLUME INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED OR REPRESENTATIONS OF ANY KIND. IN PARTICULAR BUT WITHOUT LIMITATION THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WPBL AND OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY TEAM OWNER OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND GROUP VOLUME INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES OR COMMISSIONS, LOSS OF OPPORTUNITY AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE INFORMATION) EVEN IF WPBL OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE FULLEST EXTENT PERMITTED BY LAW, WPBL OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY PRODUCTS LIABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.
Access to and use of WPBL’s online reporting services and your reliance upon such information is at your own risk. All such information is provided to you “as is”. If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue the use of and access to WPBL’s online and telephone reporting services and your reliance upon this information.
SECTION 7 - PRODUCT GUARANTEES AND RETURNS
7.1 - NO MONEY BACK GUARANTEE
8.2 - GRIEVANCES AND COMPLAINTS
When a Team Owner has a grievance or complaint with another Team Owner regarding any practice or conduct in relationship to their respective WPBL businesses, the complaining Team Owner should first report the problem to their Sponsor who should review the matter and try to resolve it with the other party’s upline Sponsor. If the matter involves interpretation or violation of any Company policy, it must be reported in writing to the Compliance Department. The Compliance Department will review the facts and attempt to resolve it.
8.3 - ALTERNATIVE DISPUTE RESOLUTION AND CLASS ACTION WAIVER
Any dispute, claim or grievance which Team Owner may have relating to the Company, the Team Owner’s Agreement or the breach thereof, shall be settled through confidential and binding arbitration.
8.3 - MEDIATION
Prior to instituting any arbitration as provided in section 8.4 below, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating to The Agreement through non- binding mediation. One individual who is mutually acceptable to the parties shall be appointed as mediator. The mediation shall occur within 60 days from the date on which the mediator is appointed. The mediator’s fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties. Each party shall pay its portion of the anticipated fees and costs at least 10 days in advance of the mediation. Each party shall pay its own attorney fees, costs and individual expenses associated with conducting and attending the mediation. Mediation shall be held in Doral, Florida and shall last no more than two business days.
8.4 - ARBITRATION
If mediation is unsuccessful, any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by The American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (available to view at www.adr.org), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties waive all rights to trial by jury or by any court. Copies of the AAA’s Commercial Arbitration Rules will be emailed to Team Owners upon request to WPBL’s Compliance Department. Notwithstanding the rules of AAA, the following shall apply to all arbitration proceedings:
a)The Federal Rules of Evidence shall apply in all cases;
b)The parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;
c)The parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;
d)The arbitration shall occur within 180 days from the date on which the arbitrator is appointed, and shall last no more than five business days; and
e)The parties shall be allotted equal time to present their respective cases, including cross- examinations.
All arbitration proceedings shall be held in the City of Miami, Florida unless the laws of the state in which a Team Owner resides expressly requires venue in such state, in which case the arbitration shall be held in the capital of that state. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions, and who shall be knowledgeable in the Direct Selling Industry, selected from the panel which the AAA provides. If the parties cannot agree on an arbitrator, the AAA will choose an arbitrator from the panel that meets all necessary criteria. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. All issues of arbitrability or whether a matter is properly brought before an arbitrator for arbitration shall be determined solely by the arbitrator.
Each party to the arbitration shall be responsible for its own costs and expenses of arbitration including legal and filing fees. The parties shall equally share the AAA’s administrative fees and the arbitrator’s compensation. However, if the arbitrator determines that a party has generally prevailed in the arbitration proceeding, then the arbitrator shall award to that party its reasonable, out-of-pocket expenses related to the arbitration. Including filing fees, arbitrator compensation, attorney fees and legal costs. The decision of the arbitrator shall be final and binding on the parties and may, if necessary be reduced to a judgment in any court of competent jurisdiction.
This Section 8.4 shall survive any termination or expiration of The Agreement.
8.5 - CLASS ACTION WAIVER
No Team Owner shall assert any claim as a class, collective, or representative action. This paragraph shall be enforceable where the applicable law permits reasonable class action waivers and shall have no effect otherwise. In any case this class action waiver provision, as well as any other provision, is severable in the event it is found to be unenforceable or inapplicable in a particular case.
The parties agree that class action claims are not arbitrable under any circumstances; but in the event a court of competent jurisdiction declines to certify a class, all individual plaintiffs shall resolve any and all remaining claims of law by way of individual arbitration.
8.6 - GOVERNING LAW, JURISDICTION AND VENUE
Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Dade County, State of Florida. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Florida shall govern all other matters relating to or arising from the Agreement.
8.6.1 - LOUISIANA RESIDENTS
Notwithstanding the foregoing, and the mediation and arbitration provisions in Sections 8.3 and 8.4, residents of the State of Louisiana shall be entitled to bring an action against WPBL in their home forum and subject to Louisiana law.
SECTION 9 - PAYMENT AND SHIPPING
9.1 - RESTRICTIONS ON THIRD PARTY USE OF CREDIT CARDS AND CHECKING ACCOUNT ACCESS
Team Owners shall not permit other Team Owners or Customers to use their credit cards, or permit debits to their checking accounts, to enroll or to make purchases from the Company.
9.2 - SALES TAXES
In creating the WPBL opportunity, one of our guiding philosophies has been to free our Team Owner from as many administrative, operational, and logistical tasks as possible. In doing so, Team Owner are free to concentrate on those activities that directly affect their incomes, namely product sales and enrollment activities. To these ends, WPBL relieves Team Owner of the burdens of collecting and remitting sales taxes, filing sales tax reports, and keeping records relative to sales tax. By virtue of its business operations, WPBL is required to charge sales taxes on all purchases made by Team Owners, VIP Customers and Retail Customers, and remit the taxes charged to the respective states. Accordingly, all orders submitted to the Company must include the appropriate sales taxes. WPBL will collect and remit sales taxes on behalf of Team Owner, based on the Suggested Retail Price of the products, according to applicable tax rates in the state to which the shipment is destined. If a Team Owner has submitted, and WPBL has accepted a current Sales Tax Exemption Certificate and Sales Tax Registration License, sales taxes will not be added to the invoice and the responsibility of collecting and remitting sales taxes to the appropriate authorities shall be on the Team Owner. Exemption from the payment of sales taxes is applicable only to orders which are shipped to a state for which the proper tax exemption papers have been filed and accepted. Applicable sales taxes will be charged on orders that are drop shipped to another state. Any sales tax exemption accepted by WPBL is not retroactive.
9.3 - SHIPPING POLICY
The customer will normally receive their order within 7-10 business days of its placement. WPBL will ship any part of an order currently in stock. If, however, an ordered item is out of stock, it will be placed on back order and sent when WPBL receives additional inventory.
SECTION 10 - INACTIVITY AND CANCELLATION
10.1 - EFFECT OF CANCELLATION
As long as a Team Owner remains active and complies with the terms of the Team Owner Agreement and these Policies and Procedures, WPBL shall pay commissions and bonuses to such Team Owner in accordance with the Compensation Plan. A Team Owner’s bonuses and commissions constitute the entire consideration for the Team Owner’s efforts in generating sales and all activities related to the generating of sales (including building a Marketing Organization).
Following a Team Owner’s non-renewal of the Team Owner Agreement, or voluntary or involuntary cancellation of the Team Owner Agreement (all of these methods are collectively referred to as “cancellation”), the former Team Owner shall have no right, title, claim or interest to the Marketing Organization which they operated, or any commission or bonus from the sales generated by the organization. A Team Owner whose business is cancelled will lose all rights as a Team Owner. This includes the right to sell WPBL products and the right to receive future commissions, bonuses or other income resulting from the sales and other activities of the Team Owner’s former Marketing Organization. In the event of cancellation, Team Owners agree to waive all rights they may have, including but not limited to; property rights to their former Marketing Organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of their former Marketing Organization.
Following a Team Owner’s cancellation of the Team Owner Agreement, the former Team Owner shall not hold themself out as a WPBL Team Owner and shall not have the right to sell WPBL products. A Team Owner whose Team Owner Agreement is canceled shall receive commissions and bonuses only for the last full pay period they were active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).
10.2 - CANCELLATION DUE TO INACTIVITY
Team Owners who personally produce less than 300 Personal Volume for any pay period will not receive a commission for the sales generated through their Marketing Organization for that pay period. If a Team Owner fails to renew their agreement each year by paying the annual fee, then their account will be cancelled and any downline and customers they have will be compressed to the cancelled Team Owner’s next upline.
10.3 - INVOLUNTARY CANCELLATION
A Team Owner’s violation of any of the Terms of the Agreement, including any amendments that may be made by WPBL in its sole discretion, may result in any of the sanctions listed in 8.1, including the involuntary cancellation of the Team Owner Agreement. Cancellation shall be effective on the date on which written notice is mailed, emailed, faxed or delivered to an express courier for delivery to the Team Owner’s last known address, email address, or fax number, or to their attorney, or when the Team Owner receives actual notice of cancellation whichever occurs first.
If involuntarily terminated by WPBL, a Team Owner may not re-apply, under any name or entity, for 12 months from the date of termination. The request will require the express written consent of an officer of WPBL, following a review by WPBL Compliance.
WPBL reserves the right to terminate all Team Owner Agreements upon thirty (30) days written notice in the event that it elects to:
a)Cease business operations;
b)Dissolve as a corporate entity; or
c)Terminate the distribution of its products via direct selling.
10.4 - VOLUNTARY CANCELLATION
A participant in this Direct Selling program has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address or by email. The written notice must include the Team Owner’s ID Number, signature, printed name, address, and reason for cancelation
10.5 - NON-RENEWAL
A Team Owner may also voluntarily cancel the Team Owner Agreement by failing to renew the Agreement by the anniversary date. The Company may also elect not to renew a Team Owner’s Agreement upon the anniversary date.
10.6 - CODE OF CONDUCT
This Code is designed to protect you, your business, the WPBL brand, and all Consumers.
It is important to understand that your success and the success of your fellow WPBL Team Owners depends on the integrity of the individuals who market our products. WPBL has established standards for acceptable business conduct and you must always communicate honestly, respectfully, accurately and with integrity, allow for and appreciate differences, show fairness, tolerance and respect to all the people associated with WPBL, regardless of race, gender, social class or religion. This allows for an open atmosphere of teamwork, good morale, and community spirit.
You are required to safeguard and promote the good reputation of WPBL and its products.
You must avoid all discourteous, deceptive, misleading, unethical, immoral conduct or practices including off-color words or phrases that may damage WPBL’s image.
You must read and understand the Team Owner Agreement and the Policies and Procedures. You acknowledge you are entering WPBL and the business opportunity voluntarily and of your own free will, assuming all responsibilities and financial risks.
You are required to comply with all of the Policies and Procedures which WPBL may amend from time to time, at its sole discretion, as well as all federal, state and local laws governing your WPBL business and your conduct.
You must always identify yourself as a WPBL Independent Team Owner and not make improper product or business claims or engage in any illegal or inappropriate conduct.
You are to present accurate information and explain the VIP Agreement or Team Owner Agreement, the Compensation Plan and the Policies and Procedures prior to assisting anyone with their enrollment.
You must always inform customers, VIPs and new Team Owners of our 30-day money back guarantee policy.
You should respect each person you encounter; this includes potential customers, other Team Owners, and corporate employees. Use appropriate language, verbally and in writing. Being abusive or using sexually harassing language or behavior is inappropriate.
You are expected to attempt to resolve business issues in a timely and professional manner by using tact, sensitivity, good will and take care not to create additional problems. You should provide the level of service you desire in your interactions.
You should focus on the positive. Making disparaging statements about WPBL, the industry, other companies or their products, other Team Owners, employees, products, sales and marketing campaigns or the Compensation Plan, or making statements that unreasonably offend, belittle, mislead or coerce others serve no other purposes than to damage WPBL and dampen the enthusiasm of other Team Owners.
SECTION 11 - GLOSSARY OF TERMS
ACTIVE TEAM OWNER
A Team Owner who satisfies the minimum Personal Volume requirements, as set forth in the WPBL Compensation Plan, to ensure eligibility to receive bonuses and commissions for particular month.
A shareholder, member, partner, manager, trustee, or other parties with any ownership interest in, or management responsibilities for, a Business Entity.
The contract between the Company and each Team Owner includes the Team Owner Application and Agreement, the WPBL Policies and Procedures, the WPBL Compensation Plan and the Business Entity Registration Form (where appropriate), all in their current form and as amended by WPBL in its sole discretion. These documents are collectively referred to as the Agreement.
A corporation, partnership, trust, limited liability company, or other type of entity that enrolls as a Team Owner and submits the required WPBL Business Entity Registration Form.
CANCELATION OF AN ACCOUNT
The termination of a Team Owner’s account. Cancellation may be either voluntary through resignation, non-renewal or inactivity, or termination for cause.
The term “Company” as it is used throughout the Agreement refers to Women’s Professional Basketball League.
All the Team Owners sponsored below a particular Team Owner, down to the first Team Owner of the rank of Managing Market Builder (MMB)) or above in each Downline leg.
The personal volume from you and your downline, down to, but not including the next Managing Market Builder or above (by Career Title). When a Team Owner in your group promotes to Managing Market Builder for the first time, their GV will be included in your GV for that month’s qualification purposes only.
All individuals who are living at or doing business at the same residential address, and who are related by blood or marriage, or who are living together as a family unit or in a family-like setting. A household includes, but is not limited to, spouses, heads-of-household, and dependent family members residing in the same residence.
The layers of downline Team Owners in a particular Team Owner’s Marketing Organization. This term refers to the relationship of a Team Owner, relative to a particular upline Team Owner, determined by the number of Team Owners between them who are related by Sponsorship. For example, if A sponsors B, who sponsors C, who sponsors D, who sponsors E; then E is on A’s fourth level.
TEAM OWNER ACTIVITY REPORT
An online report generated by WPBL that provides critical data relating to the identities of Team Owners, Sales Information, and enrollment activity of each Team Owner’s Marketing Organization. This report contains confidential and trade secret information which is proprietary to WPBL and is accessible to Team Owners through the Back Office.
OFFICIAL WPBL MATERIAL
Literature, audio or video presentations, and other materials developed, printed, published and distributed by WPBL to Team Owners.
The total Volume of products sold in a calendar month:
a)By the Company to a Team Owner
b)By the Company to the Team Owner’s Retail Customers
c)By the Company to the Team Owner’s VIP Customers
For purposes of WPBL’s Conflict of Interest Policy (3.10), the term recruit means the actual or attempted sponsorship, solicitation, enrollment, encouragement or effort to influence in any other way, either directly, indirectly or through a third party another WPBL Team Owner or VIP Customer to enroll or participate in another multilevel marketing, network marketing or Direct Sales opportunity.
A website provided by WPBL to Team Owners which utilizes website templates developed by WPBL. The cost of the Replicated Website is included in the Team purchase and annual renewal fee.
An individual who purchases WPBL products from a Team Owner but who is not a participant in the WPBL Compensation Plan. A Retail Customer may participate in the WPBL Flexship Program by registering as a VIP Customer at their Team Owner’s WPBL website.
The method by which a vacancy is filled in an organization when a Team Owner Agreement has been canceled.
Any type of online media that invites, expedites or permits conversation, comment, rating, and/or user generated content, as opposed to traditional media, which delivers content but does not allow readers/ viewers/listeners to participate in the creation or development of content, or the comment or response to content. Examples of social media include, but are not limited to, blogs, chat rooms, Facebook, Instagram Twitter, LinkedIn, Pinterest, Delicious, and YouTube.
A Team Owner who enrolls another Team Owner into the Company and is listed as the Sponsor on the Team Owner Application and Agreement. The act of enrolling others and training them to become Team Owners is called “sponsoring.”
A selection of WPBL Training Material, product samples and business support literature that each new Team Owner is required to purchase.
“Career Title” refers to the highest rank a Team Owner has achieved in the WPBL compensation plan at any time. “Paid-As- Title” refers to the rank at which a Team Owner is qualified to earn commissions and bonuses during the current pay period.
This term refers to the Team Owner or Team Owners above a particular Team Owner in a sponsorship line up to the Company. Conversely stated, it is the line of sponsors that links any particular Team Owner to the Company.