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NATURE’S PEARL CORPORATION
STATEMENT OF
POLICIES and PROCEDURES
Nature’s Pearl Corporation
STATEMENT OF POLICIES AND PROCEDURES
FOR INDEPENDENT CONTRACTORS (“Distributors”)
We want to welcome you to Nature’s Pearl Corporation, a company whose Premium Muscadine products are designed to help promote good health and wellness for everyone. In addition, we provide training and services to make this a viable business opportunity by extending the longevity of our Distributors and retail customers worldwide.
Nature’s Pearl Corporation provides the finestquality Premium Muscadine products backed by excellent service to end consumer customers and Distributors. Nature’s Pearl Corporation asks each independent Nature’s Pearl Corporation Distributor to carry on that image in their activities and communications with consumers and other Distributors. Distributors have great freedom to operate independently. As a member of our Nature’s Pearl Corporation team, we ask you to apply our fair practice code of ethics as follows:
· I will conduct my business in an honest, ethical manner at all times.
· I will make no representations about the benefits and savings affiliated with Nature’s Pearl Corporation products other than those contained in officially approved corporate literature, CDs, DVDs or any material referred to as a sales aid.
· I will provide support and encouragement to my customers to ensure that their experiences with Nature’s Pearl Corporation are successful. I understand that it is important to provide follow-up service and support to my downline.
· I will motivate and actively work with members of my downline organization to help them build their Nature’s Pearl Corporation business.
· I will refrain from exaggerating my personal income or the income potential in general and will stress to Distributor candidates the level of effort required to succeed in the business.
· I will not abuse the goodwill of my association with Nature’s Pearl Corporation to further and promote other business interests (particularly those which may be competitive to the Company) without the prior written consent of the Company.
· I will not make disparaging remarks about other products, Distributors, or companies; likewise, I will not willfully denigrate the activities or personalities of fellow Nature’s Pearl Corporation Distributors.
Nature’s Pearl Corporation, a North Carolina Corporation
1. Independent Contractor(s)
A. Hereinafter referred to in these Policies and Procedures as “Distributor(s)”
2. Distributor Requirements - In order to become a Distributor, the applicant must be the age of majority in the nation, province, and region or state in which he/she resides. To become a Distributor, an applicant must complete an official Nature’s Pearl Corporation (hereinafter also referred to as "Company") Application and Agreement on paper or electronically. Electronic applications will be tracked and logged. When a Distributor’s income exceeds $500.00, the Distributor will be required to sign a paper "hard copy" application if one is not already on file. The Distributor will also be required to sign a W-9 during the same period. That Application and Agreement must be accepted by the Company at its home office and notice of its acceptance received by the applicant by electronic or postal mail before additional commissions are issued.
3. Application Procedures
A. For corporations registering as a Nature’s Pearl Corporation Distributor, the Federal Employer's Identification Number (FEIN) shall be included on the application. The Company reserves the right to accept or reject any person or corporation as a Distributor.
B. The application the Distributor submits to the Company is declared as true and valid information. The Distributor is entitled to cancel this Agreement at any time and for any reason with written notice to the Company. The Distributor understands that he/she may not transfer the account or password to another individual. The Distributor understands that Distributors are independent contractors and cannot under any circumstances incur any debt, expense, or obligation on behalf of, or for, the Company.
4. Government Regulations and Independent Contractor Taxes - There are many tax advantages to owning a business as an independent contractor. Each Distributor is an independent contractor and shall comply with all the laws of the nation, confederation, region, state, canton, or province and state and local taxes and regulations governing the sale of Nature’s Pearl Corporation products. Independent contractors are responsible for following regulations of the local, state and federal governments in the countries they operate in. The following applies:
A. Distributors will not be treated as employees for federal or state tax purposes nor for purposes of the Federal Unemployment Tax Act, the Federal Insurance Contributions Act, the Social Security Act, State Unemployment Acts, State Employment Security Acts, or State Workers Compensation Acts. The Distributor understands and agrees to pay all applicable federal and state self-employment taxes, sales taxes, local taxes, and/or local license fees that may become due as a result of the activities under this Agreement.
B. Each Distributor is required to provide on the Distributor application form either their Social Security number or Federal Tax ID number. As the Distributor is a self-employed contractor, the Company does not deduct any personal taxes from commission checks.
C. At the end of the calendar year, Nature’s Pearl Corporation is obligated by law to provide the Distributor and the Internal Revenue Service with a Form 1099 reporting the Distributor’s annual income from the Company. This is required for any Distributor with earnings in excess of $600.00 for the calendar year.
5. Representations by Distributors - A Distributor position with Nature’s Pearl Corporation is a precious step to financial independence allowing great personal freedom. This freedom must be protected for all Distributors. Distributors are independent contractors fully responsible for their own business procedures and are not to be considered purchasers of a franchise, license, agents, or employees of the Company. The agreement between the Company and Distributor does not create an employer/employee relationship, agency, partnership or joint venture between the Company and the Distributor. Additionally:
A. Distributors must not represent themselves in any way, orally or in writing, as being an agent, employee, or spokesperson of the Company. Distributors have no authority to bind the Company to any obligation. Each Distributor shall hold the Company harmless for any claims, damages or liabilities arising out of the Distributor’s own business practice. The Company will take aggressive action to ensure that Distributors who violate this policy will be terminated and reported to the proper authorities.
B. Independent Business Distributors will not use Company trademarks, logos or copyrighted material without express written permission from the Company. Additionally, see the paragraph "Distributor Recruiting and Advertising Material." This also applies to any Internet activity that infringes on Company intellectual property.
C. Distributors are responsible for any expense that results from their business operations including, but not limited to, advertising, taxes, fees, legal costs and telephone expenses. The Company will not accept collect telephone calls.
D. The Distributor may not use the Company name on any written forms or documents (such as business cards, stationery, bank accounts, business signs) without stating "Distributor" and receiving prior approval from the Company.
E. Nature’s Pearl Corporation will supply a standardized online vendor to use for all/most paper items.
F. Nature’s Pearl Corporation trademarks, logo and material will only be allowed for website use on servers approved by the Company and in formats allowed by the Nature’s Pearl Corporation corporate staff.
6. Product or Income Claims - Nature’s Pearl Corporation Distributors agree to make no false or fraudulent representations about the Company, its products, the compensation plan, or earnings potential. This is an exceptionally sensitive subject due to the unique and proven status of the Company's products. The Distributor must not make any claims for Company products that are not supported by facts contained in official Company literature. This will be strictly enforced, and the suspension of the Distributor’s contract will be immediate upon reported or observed infractions. If the violation is proved valid, the Distributor’s contract may be terminated.
7 . Human Clinical Trials - Nature’s Pearl Corporation provides the finest quality Premium Muscadine products backed by excellent service and science. We ask each independent Nature’s Pearl Corporation Distributor to carry on that image in their activities and communications with consumers and other Distributors. Distributors have great freedom to operate independently. As a member of our Nature’s Pearl Corporation team, we ask you to apply our fair practice code of ethics on all of the following issues:
a. We are thrilled to have the highest quality human clinical trials preformed on Nature’s Pearl Muscadine products. These trials have been conducted at Wake Forest University Baptist Medical Center. We are grateful to the physicians at Wake Forest for their participation in these studies. Wake Forest is an unbiased research center that does not promote Nature’s Pearl products or any other product. A Nature’s Pearl Corporation Distributor is not at liberty to use the proper name “Wake Forest” or any specific physicians name in any part of their verbal or printed presentation. All printed marketing materials must be approved by Nature’s Pearl Corporation before use in any medium. Only materials printed by Nature’s Pearl Corporation are approved, all others must be discarded immediately. Nature’s Pearl Corporation has ongoing studies being conducted and we do not want to, and will not, jeopardize this relationship with Wake Forest University Baptist Medical Center.
b. Nature’s Pearl Corporation Distributors agree to make no false or fraudulent representations about the products. This is an exceptionally sensitive subject due to the unique status of the Company's products. A Distributor must not make any claims for Company products that are not supported by facts contained in official Company literature. The distributor must follow all FDA requirements in their presentation whether printed or verbal. This includes not making any claims that Nature’s Pearl will treat, prevent, diagnose or cure any disease.
8. Internet Spam - Unsolicited Commercial Email (UCE) or SPAM is absolutely prohibited on the Internet if it relates to the Company in any manner. This is a very strict policy and may result in the termination of a Distributor’s position. SPAM can cause damage to the Company and all of its independent contractors. Fax blasting, telemarketing or automated telephone calling devices, or the calling of persons who have been listed on any national, state or federal No-Call Registry in order to offer the Independent Distributor business opportunity is also prohibited.Utilization of any of these policies may result in immediate termination to protect the rights of ALL DISTRIBUTORS.
9. Sponsor Responsibilities - Any Distributor who sponsors and/or enrolls other Distributors must fulfill the obligation of performing a bona fide supervisory training function on behalf of those sponsored. Leaders should have ongoing contact and communications with their sales organization. Examples of such supervision may include, but are not limited to, the following: newsletters, written correspondence, email, personal meetings, telephone contact, training sessions, accompanying individuals to corporate events, or sharing genealogy information with those sponsored.
10. Distributor Requirements - Any Distributor who sponsors and/or enrolls other Distributors must be on a minimum of 60 PV AUTOSHIP in order to collect commissions and bonuses. To qualify for Fast Start Bonuses, the initial order placed by new Distributors must be a minimum of 120 PV. The new Distributor may purchase a Distributor’s Marketing Package, which includes valuable sales material, product training material, marketing information and other valuable information. The fee also provides for management services to include computer setup and programming. Once the preceding steps are accomplished, the new Distributor is authorized to resell products and to enroll new Distributors in the program.
11. Returns by Distributor - Charges for a Distributor kit or any products purchased by an independent contractor are 100% refundable within seven (7) working days of purchase. Any items returned must be in resalable condition. Returns of physical products made between 8 and 60 days (or longer where required by law) will be subject to a restocking fee of 10%. Permission and a return authorization number must be obtained from Nature’s Pearl Corporation customer service department before the item is returned. No refunds will be made on shipping, and the Distributor will pay shipping on the return of items. We suggest sending items via certified traceable mail.
12. Moving a Distributor – Nature’s Pearl Corporation does not encourage moving a distributor, however, a distributor may be moved under the following conditions:
a. A distributor may be moved one time at no charge if that distributor does not have a downline and is on the enrolling distributor’s first level. A written request must be sent to customer service to this move.
b. If a distributor wants to move someone on their first level that has five (5) or less people in their downline they can be moved one time for a charge of $200.00. That move will require written permission from the distributor moving and from four (4) levels in the upline. The $200 charge will be paid by the distributor that is being moved.
c. If a distributor wants to move a personally enrolled distributor that has six or more distributors in their downline or if a distributor has been moved before, there is a $500.00 charge to move that distributor and their downline when applicable. This move requires written approval from all the distributors that are moving in the downline 8 levels and from the upline 8 levels. The $500.00 charge will be paid by the distributor that is moving.
d. A Move Request Form must be completed and mailed to Nature’s Pearl Corporation along with all the necessary approvals and fees when applicable.
e. Once Nature’s Pearl Corporation receives all fees, forms and approvals a ten (10) day period is required to complete the requested move.
13. Partnerships or Corporation Requirements - A partnership or corporation may hold an independent contractor contract upon completion of the Distributor application form including a Federal Tax ID number in the appropriate space. An individual may only participate in one Distributorship per Social Security and FEIN number. In compliance with the Terms of Agreement #9: If a distributor has a Distributorship under a Social Security number and an FEIN number those distributorships must be in the same downline.
a. Distributors may change status under the same sponsor from individual to partnership or corporation status or from partnership to corporation to individual status with proper and complete documentation. There will be a $25.00 charge for this action.
b. The person signing the application on behalf of a partnership or corporation must have the authority of the partnership or corporation to enter into the transaction. In addition, by signing for a partnership or corporation, this certifies that no person with an interest of debt or equity in the partnership or corporation has had an interest in a Distributorship in Nature’s Pearl Corporation within twelve (12) months of the date of signature. And no one in the household of the any persons in the partnership or corporation has been a distributor in Nature’s Pearl or had any interest in a distributorship with Nature’s Pearl. The principal individual or individuals receiving the income must be disclosed in the application.
14. Networking Cooperation - It is strongly recommended that independent contractors belonging to different networks cooperate with each other for mutual success. There are many benefits from such cooperation. Nature’s Pearl Corporation does not restrict a Distributor from belonging to another networking company as long as the other company is not in direct competition. Example: An Internet dating site company along with Nature’s Pearl Corporation.
a. Only personally enrolled Distributors in Nature’s Pearl Corporation may be given information about this business opportunity if it supports the sale of Nature’s Pearl Corporation products.
b. If a Distributor contacts or solicits a distributor or customer that they did not personally enroll, they may be subject to termination by the company.
c. All Distributors must understand that they should not send emails to any other Nature’s Pearl Distributors about any other business opportunities.
d. Nature’s Pearl Corporation Compliance Office will insist all complaints against another Distributor be in writing and sent by mail or email to the Company.
15. Transfer of Sponsorship - Nature’s Pearl Corporation discourages the transfer from one enroller and or sponsor or downline to another. The integrity of the entire network organization is based on the strength of the structure within the network. Transfers from one enrolling or sponsoring Distributor to another, leads to strife and disaster. To change sponsorships:
a. A Distributor will only be allowed to transfer sponsorship lines by written resignation to the Company, at which time the Distributor may rejoin the network in twelve (12) months under a new sponsor.
b. The transferring Distributor will not be allowed to transfer their downline or qualified position with them when they do a sponsorship transfer.
c. The cancelling distributor will not be affiliated with any other downline for that 12 month period and no one in that distributor’s household will be involved with a distributorship in Nature’s Pearl.
d. If any distributor is found to have cancelled under one name or distributorship and join under a new downline with a new name or corporation it will be grounds for immediate termination of that distributor and the new enrolling distributor.
16. Death of a Distributor - Upon the death of a Distributor, his/her rights to commissions and marketing position, together with the Distributor’s Distributorship duties and responsibilities, shall pass to the successors in interest upon written notice to the Company. The process is:
a. In order to protect the Company from fraud, Nature’s Pearl Corporation requires an original certificate of death and certified copy of the will, trust, court documents or other devices before allowing the transfer of the Distributor’s Distributorship from the deceased Distributor to the named transferee.
b. The successor Distributor is required to execute a new Nature’s Pearl Corporation Distributor Application. There will be a charge of $150.00 for the transfer of ownership.
17. Sale of a Distributor’s Position - A Distributor is free to sell or assign a Distributorship for the current market price. The process is:
a. Written notification to Nature’s Pearl Corporation.
b. The Company will charge an administrative fee for a Distributor selling or assigning their position. The fee is $250.00 for a position with less than 100 distributors in the downline and $500 for a position that has more than 100 distributors in the downline. The fee will be paid by the selling distributor. Upon deposit of the fee, the proper Company documentation will be issued to complete the following steps.
1. You must receive approval from five levels of upline. However, in order to protect the integrity of Nature’s Pearl Corporation, the Company must approve any such sales agreements or transfers of interest for substance and form prior to sale.
2. Final reviews by Nature’s Pearl Corporation. The Company reserves the right to accept or reject the sales agreement and transfer based on the qualifications of the purchasers, any misrepresentations by the seller, or other material issues involving the sale that may have detrimental results for the Company.
c. The Company has first right of refusal.
18. Distributor Marketing/Sales Package - Distributors have the option to purchase a Distributor Marketing Package at the time of the Distributor Application and Agreement submission to Nature’s Pearl Corporation. If a sales kit purchase is made, it will be at Company cost, and only one kit will be allowed per person. This cost is not a service or franchising fee but rather is to offset expenses incurred by the Company in the production and distribution of the materials needed for Distributor use. No additional product purchase is required in order to be a Distributor of the Company. No commissions will be paid on the purchase of the Distributor kit, business materials or sales aids.
19. Retail Sales - Personal service and sales to customers are the foundation of Nature’s Pearl Corporation. The entire commission structure is based upon volume of sales to customers by the individual Distributor as well as the entire organization. Company products may only be sold by registered Distributors of Nature’s Pearl Corporation. Suggested retail prices are provided by Nature’s Pearl Corporation.
20. Seventy Percent (70%) Rule - Nature’s Pearl Corporation will strictly adhere to the policy that prior to honoring an order for product by a Distributor, the Distributor must certify that he/she has sold at retail at least 70% of any prior inventory purchased. A Distributor will be allowed by the Company to purchase a reasonable amount of products for personal use as well as to be used as sales samples. Such reasonable amounts of product will not exceed $500.00 without proof that the Distributor has sold 70% of the present inventory.
a. The Company will monitor compliance with this rule. For this reason, it is important for the Distributor to keep accurate sales records.
b. It is Company policy to strictly prohibit the purchase of products in unreasonable amounts solely for the purpose of qualifying for commissions or advancement within the compensation plan. All such forms of front loading or stockpiling are strictly prohibited.
21. Retail Sales in Commercial Outlets - To ensure that each Distributor has a fair and equal opportunity, and to encourage ongoing personal support, it is permissible for Nature’s Pearl Corporation products to be sold in any retail outlet with prior written consent of the Company. The Company will not discourage such sales. The reason for the notification and consent of the Company is to protect the integrity of the Distributor base.
22. Internet Sales: A Nature’s Pearl Distributor may sell on the internet if the following requirements are met:
a. The minimum advertised price for selling on the internet cannot be below the preferred customer price set by the Nature’s Pearl Corporation.
b. No offers of free product, shipping or materials can be offered with the internet purchase.
23. Independent Contractor Ethics - Nature’s Pearl Corporation will not permit activity that is unethical or unprofessional. The line between aggressive professional marketing efforts, unethical behavior, and harassment can be vague. The Company will intercede when such behavior is evident and reserves the right to use its sole judgment in deciding whether certain Distributor activities are inappropriate and, if determined to be so, to act accordingly.
24. Delivery and Payment Methods - Nature’s Pearl Corporation will not ship orders on a C.O.D. basis. All orders for products must be prepaid with cashier's check, money order, an approved Visa, MasterCard, American Express card, or other approved method. All orders will be shipped by UPS and shipment will be within five (5) working days of receipt of order unless some unforeseen event causes a delay in shipment.
25. Customer Product Refund Policy - Nature’s Pearl Corporation product refund policies are as follows:
a. Nature’s Pearl Corporation will refund any purchaser who is dissatisfied with any Company products one-hundred-percent (100%) by replacement in kind for a period of 7 days from the date of receipt of the product, excluding shipping charges. Payment will be made upon return of the product in resalable condition. After the expiration of the 7-day period, see the return policy. Weekends and holidays will not count in the calculation of the 7-day period.
b. Shipping damages or loss in shipping is the responsibility of the common carrier.
c. Refunds on services billed on a monthly basis will not be prorated on a monthly basis. The last month paid for will not be refunded.
26. Refunds on Resale of Products by Distributors - If a Distributor resells product face to face, the Distributor is responsible for paying out any refunds based on returns. The Distributor is expected to conduct the business in a manner consistent with the Company Policies and Procedures, including strict adherence to the Company refund policy. Any violation of this policy will be immediate grounds for suspension or termination of the Distributor’s rights.
27. Charge Backs - If commissions have been paid to a Distributor and subsequent returns on products occur which cause refunds to be issued to the purchaser, the commissions overpaid will be charged back against the Distributor’s and the upline’s next commission check or first checks with available commissions to cover the refunds.
28. Sales Taxes - All Nature’s Pearl Corporation products are subject to sales tax in the state, county, or city that levies such a tax and in which a sale occurs if the sales tax applies. This tax is calculated on the retail value of the purchase. Unless the Distributor has filed a tax resale number with the Company, the Company will collect the appropriate tax except where prohibited by state law.
29. Sponsorship – All Distributors have the right to sponsor other Distributors anywhere within the United States or other nations as they may from time to time be legally opened by Nature’s Pearl Corporation. Note, however, that Company Distributors are free to retail product anywhere in the world provided they meet legal requirements such as customs compliance in foreign countries. Every person has the ultimate right to choose his/her own sponsor when they initially sign up as a Distributor with Nature’s Pearl Corporation.
a. If two Distributors should claim to be the sponsors of the same new Distributor, Nature’s Pearl Corporation will honor only the first application received at corporate headquarters.
b. As a general rule, it is a good practice to regard the first Distributor who meaningfully worked with a prospective Distributor or Customer as having first claim to sponsorship. Basic tenets of common sense and consideration should govern. Cross-sponsorship and cross-recruiting are strictly prohibited with Company marketing organizations.
c. A distributor may not contact or solicit in any way, email or phone a distributor that is not in his/her downline. Contacting distributors in a downline other than your own could result in disciplinary action against the distributor making the contact.
d. In regard to any dispute, the Company reserves the right to make the final decision.
30. Proprietary Nature of Downline Reports - Nature’s Pearl Corporation may supply data processing information and reports to Company Distributors concerning their downline organizations. The Distributor agrees that such information is proprietary and confidential to both the Company and the individual Distributors and is transmitted to the Distributor in confidence. The following applies:
a. The Distributor agrees that he/she will not disclose such information to any third party directly or indirectly nor use the information to compete with the Company directly or indirectly.
b. The Distributor and the Company both agree that, but for this agreement of confidentiality and nondisclosure, the Company would not provide the above confidential information to the Distributor.
31. Annual Renewal Fees - Distributors are required to renew their Nature’s Pearl Corporation agreement on the anniversary of the date they became a Distributor. The automatic renewal fee is $29.95 and will be billed according to payment method on file.
b. Hosting for replicator website will be a $9.95 monthly fee
32. Distributor Information - It is the Distributor’s responsibility to ensure their information on file with Nature’s Pearl Corporation is accurate and updated. Most information can be managed from the Distributor’s back office.
33. Resignation of Distributors - A Distributor has the right to terminate the agreement at any time and for any reason without penalty by giving written notice to the Company at its principal place of business.
a. Upon receipt of written notice, all rights to commissions, position, and wholesale purchases cease, and the Distributor is no longer entitled to advertise, sell, or promote Nature’s Pearl Corporation products. The former Distributor’s downline shall be transferred to his/her sponsor.
b. The resigning Distributor is not eligible to be sponsored into Nature’s Pearl Corporation again for a period of twelve (12) months following the date of termination.
34. Sanctions and Enforcement Action - Sanctions will not be employed lightly nor will the Company be arbitrary or unfair in their use. However, it is important to remember that a Distributor who violates these policies and procedures jeopardizes the integrity and standing of all Distributors. The Company reserves the right to revoke by termination the status of Distributors or place violators on probation or suspension for a period which may delay their eligibility for advancement in the marketing plan. It is for the benefit of everyone that every Distributor abides by the letter and spirit of these policies and procedures.
35. Termination Due To Inactivity - After twelve (12) months (one year) of consecutive inactivity, a Distributor will be deleted from the commission structure. The deleted Distributor will, however, be eligible for immediate re-sponsorship under new placement.
36. Termination or Suspension of Distributor’s Distributorship - Nature’s Pearl Corporation reserves the right to terminate any Distributor at any time or suspend a Distributor for a probationary period when it is determined that the Distributor has violated the provisions of the Distributor Agreement including the provisions of these rights and procedures as they now exist or may be amended or the provisions of applicable laws and standards of fair dealing.
a. In the case of one Distributor making a complaint against another Distributor, the complaint shall be sent to the Nature’s Pearl Corporation home office in writing signed in ink. Telephone or email complaints will not be accepted.
b. Normally, the first warning of a violation of policies or procedures shall be in a phone call to the Distributor. This phone call will be documented and kept on file.
c. A second violation will be in writing by certified mail (including common carrier) to the Distributor. Suspension of payment of commissions may occur at this time.
d. At the third violation, the Company will ask the offending Distributor to sell their downline in the next 30 days. This notification can be done by telephone or certified mail (including common carrier), at which time the Distributor will have 30 days to complete the action. If the Distributor has committed violations that bring attention from regulatory authorities (FTC, FDA, or AG), the Company shall immediately terminate the Distributor.
e. If none of the above is viable to dispute resolution, the Company may terminate the Distributor. Upon termination, the Company shall notify the Distributor by certified mail at the latest address listed with the Company.
f. The terminated Distributor agrees to immediately cease activity as a Distributor and will not be allowed to return to the position of Distributor with Nature’s Pearl Corporation. Where state law on termination of a Distributor is inconsistent with Company policy, such state law termination procedures shall be given.
g. If the Distributor wishes to appeal the termination, Nature’s Pearl Corporation must receive the appeal in writing within fifteen (15) days from the date of mailing of the Company's termination letter. If the appeal is not received within the 15-day period, the termination will be automatically deemed final. If the Distributor files a timely appeal of termination, Nature’s Pearl Corporation will review and reconsider the termination, and notify the Distributor of its decision in writing within (30) thirty days. The decision of the Company will be final.
h. In the event that the termination is not rescinded, the termination will be effective as of the date of the Company's original termination notice.
i. Upon termination of a Distributor’s Distributorship, all rights to commissions, position, and wholesale purchasing rights cease. The terminated Distributor’s organization shall be transferred to his/her sponsor. The terminated Distributor will not be eligible for future sponsorship.
37. Distributor Recruiting and Advertising Material - Because Distributors are independent contractors, they may promote their business in any legal and ethical manner and may advertise without Company approval provided they do not use the corporate name, logo or trademarks. Timely advertising copy will be provided by the Company such as "ad slicks" and template web sites; however, the following still applies:
a. All intellectual property rights for products of the Company, including patents, copyrights, trade secrets, trademarks, service marks, trade name and other intellectual property rights shall remain the exclusive property of Nature’s Pearl Corporation.
b. Any advertisement that utilizes the Company name, logo or trademarks must be approved by the Company prior to the advertisement. The ad must also state that the individual placing the ad is a "Distributor". Distributors agree to grant to the Company unlimited, perpetual and royalty-free rights to any materials submitted by the Distributor.
c. Distributors are prohibited from answering the telephone in any manner that would give callers reason to believe they have reached the corporate offices of Nature’s Pearl Corporation. Telephone yellow page ads will expressly contain the term "Independent Business Distributor" in at least 10-point type.
d. The Company strictly prohibits Distributors from utilizing web sites to advertise or promote the products or opportunity other than official Company-sponsored and approved and maintained web sites.
38. Amendments - Nature’s Pearl Corporation expressly reserves the right to alter or amend all prices, product availability and formulation, policies and procedures, terms of agreement, compensation plans and all Distributors’ agendas. Such amendments are automatically incorporated as part of the agreement between the Company and the Distributor when published in official Company literature or by electronic communication to include email and web site postings.
39. Waiver - The Company will not relinquish its right to insist on compliance with these rules or with the applicable laws governing the conduct of a business. This is true in all cases, both specifically expressed and implied, unless an officer of the Company who is authorized to bind the Company in contracts or agreements specifies in writing that the Company waives any of these provisions.
40. Invalidity of Any Paragraph - Should any portion of these rights and procedures, of the Distributor Application and Agreement, or any other instruments referred to herein or issued by the Company be declared invalid by a court of competent jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect.
41. Governing Laws - These rules are reasonably related to the laws of the Distributor’s nation, confederation, region, state, canton, or province and shall be governed in all respects thereby. The parties agree that jurisdiction and venue shall lie with the place of acceptance of the Distributor Application, which shall in all cases be in the city of Advance, and the counties of Davie or Forsyth, in the state of North Carolina. Any claims or disputes between parties to this Agreement shall be subject to binding arbitration in North Carolina, USA, by the American Arbitration Association.
42. Notices and Mail to The Company - Any notices or mail to Nature’s Pearl Corporation should be sent to the corporate office:
Nature’s Pearl Corporation
PO Box 2011
3134 Cornatzer Road
Advance, NC 27006