US Legal

AROGA LTD WELLNESS PARTNER POLICIES & PROCEDURES

 

1.         Introduction.

1.1       Agreement.  (1) These Policies and Procedures (“P&P(s)”), (2) the Aroga Application, (3) the Wellness Partner Application Terms and Conditions (“T&C(s)”), collectively the Wellness Partner application (“Application”), together with (4) the Compensation Plan (“Plan”)  represent the entire agreement (“Agreement”) between Aroga  Ltd. (“Aroga”) and its Independent  Associates (“Wellness Partners”).  By signing and accepting the Application, Wellness Partners agree to be bound by the entire Agreement.   Current versions of the Application, Plan may be found at www.arogalife.com

1.2       Purpose.  These P&P(s) represent the code of conduct by which all Wellness Partners must operate. Wellness Partners must read and understand the P&P(s) to ensure they are fully aware of their obligations, but also of their rights as an Aroga Wellness Partner. 

1.3       Choice of Law.  Except as may be set forth in the Application, the formation, construction, interpretation, and enforceability of the Agreement, and all claims arising from or relating to the Agreement shall be governed by Texas law, without giving effect to any choice of law or conflicts of law rules or provisions (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas. Aroga and its Wellness Partners consent to the jurisdiction and venue before any federal or state court in Dallas County, Texas for purpose of enforcing an award by an arbitrator, for equitable relief, or any other matter not subject to arbitration as specified in these P&P(s).

1.4       Severability.   If an arbitrator or court of competent jurisdiction determines any portion of the Agreement is unenforceable in any respect, then it shall enforce the remainder of the Agreement to the fullest extent permitted by law without affecting the enforceability of the remaining terms of the Agreement.

1.5       Waiver of Rights.  BY SIGNING THE APPLICATION, TO THE EXTENT PERMITTED BY LAW, WELLNESS PARTNERS UNDERSTAND THAT THEY ARE WAIVING CERTAIN LEGAL RIGHTS.  WELLNESS PARTNERS ACKNOWLEDGE THAT THEY HAVE HAD THE OPPORTUNITY FOR INDEPENDENT LEGAL COUNSEL TO REVIEW THE APPLICATION PRIOR TO EXECUTION.

 

2.         Becoming a Wellness Partner

2.1       Application.     To become an authorized Wellness Partner capable of selling Aroga’s products and participating in the Plan, an applicant must be 18 years of age, complete and sign the Application, and pay the fees for the product packs as set forth in the Application.  An Application may be completed and signed in one of the following ways: (a) the applicant may complete, sign and submit an electronic version of the Application in accordance with the procedures on the Aroga website; or (b) the applicant may complete, sign and return a paper version of the Application.              

2.2       Minors as Wellness Partners.    Minors (persons under age 18) are not permitted to become a Wellness Partner.

2.3       Acceptance or Rejection of an Application.  Aroga reserves the right to accept or reject any Application.  An Application shall be considered accepted by Aroga when it receives a completed and signed Application in accordance with 2.1; its contents are verified with Aroga’s records database; a Wellness Partner identification number is assigned by Aroga; and the applicant does not violate any terms of the Agreement.  

2.4       Tax Identification Number.  Each applicant must possess and provide a valid social security number, an employer identification number, or taxpayer identification number.  

2.5       Taxes.  Each Wellness Partner is solely responsible for the payment of any taxes due.  Since Wellness Partners are independent contractors and not employees, Aroga will not withhold any sums from Wellness Partner earnings for tax purposes.  Each Wellness Partner is solely responsible for and must pay all federal, state, and local taxes applicable to all fees, commissions, bonuses, trips and other items of value received from Aroga.   Following the close of each year, Aroga will provide an IRS Form 1099 to its Wellness Partners for tax reporting and earnings exceeding $600 per year.

2.6       Business Entities and Trusts.      A Wellness Partner may choose to operate through a corporation, limited liability company, partnership or trust (“Business Entity”) by submitting a properly completed Business Entity Disclosure Form ( “Disclosure”) together with the Application.  The Disclosure must contain the signature of all shareholders, members, partners, trustees or any person holding an ownership interest or management position in the Business Entity.  Participants in the Business Entity are jointly and severally liable to any indebtedness or other obligations to Aroga. 

2.7       Legal Spouses.  If both spouses wish to become a Wellness Partner, they may enroll separately or together as one Wellness Partner, however each must be in the same line of sponsorship. 

2.8       Term.   The term of the Agreement shall expire one (1) year after Aroga assigns a Wellness Partner number to the applicant. 

2.9       Annual Renewal.  In order to renew the Agreement and continue to participate in the Plan, the Wellness Partner must acknowledge and sign the T&C(s) and the P& P(s) existing at the time of renewal (“Renewal Documents”). Aroga reserves the right to reject any renewal request, or revoke any Wellness Partner’s renewal Agreement, if the Wellness Partner is not in compliance with all provisions of the existing Agreement.  A Wellness Partner may acknowledge and sign the Renewal Documents in one of the following ways: (a) a Wellness Partner may sign and submit an electronic version of the Renewal Documents on the Aroga website; or (b) a Wellness Partner may sign and return a paper version of the Renewal Document by mail or other form of physical delivery.  Wellness Partners are prohibited from renewing positions without the consent of the individual or Business Entity owning the position.

2.10     Termination of the Agreement.   A Wellness Partner may terminate his or her Agreement at any time, prior to expiration by providing written notice to Aroga.  A person who terminates his or her Wellness Partner position may immediately become a 

Preferred Customer.

2.11     Death, Inheritance and Divorce.  A Wellness Partner position may be passed on to a deceased Wellness Partner’s spouse, heirs, or other beneficiary.

2.11.1  In cases where the Wellness Partner position is owned jointly, such as between spouses, and one spouse dies, unless they have previously arranged otherwise, Aroga will recognize the surviving spouse as the owner of the Wellness Partner position.  The survivor must forward a certified copy of the death certificate to Aroga in order for Aroga to make changes.

2.11.2  In cases in which the Wellness Partner position is operated as a Business Entity, and one of the partners, shareholders, members or trustees of the Business Entity dies, the remaining partners, shareholders, members or trustees of the Business Entity will continue to operate the Wellness Partner position, provided the Business Entity remains in compliance with the Agreement and the successor of the deceased Wellness Partner submits the current applicable Application reflecting any proposed changes. Any proposed changes in the ownership or control of the Business Entity requires the express prior written approval of Aroga.  A certified death certificate must be submitted to Aroga prior to effecting any changes in the account.

2.11.3  In cases where a Wellness Partner disposes of his or her position in a Will, Aroga will recognize the terms of the transfer, provided the beneficiary assumes the position, completes and submits an Application and is compliance with the Agreement.

2.11.4  If there is no qualified person or Business Entity in a position to assume the Wellness Partner position due to probate or other court procedures, Aroga will have the option of entering into an agreement with another Wellness Partner, preferably upline in the line of sponsorship, to manage the Wellness Partner position until the proceedings are complete.

2.11.5  During the pendency of a divorce, separation of marital property or dissolution of a Business Entity, the Wellness Partners must adopt one of the following methods of operation: (a) the Wellness Partners continue to operate the position jointly on a “business as usual” basis; (b) one or more Wellness Partners relinquishes his or her right and interest in the position; (c) the Wellness Partners may agree on a third party to operate the position, subject to Aroga’s prior express written approval; or (d) if the Wellness Partners cannot agree on a third party, Aroga shall appoint a third party to act as a receiver during the pendency of the divorce or dissolution if Aroga, in its sole discretion, determines that such an appointment is necessary to prevent a negative impact on the business.   After a Final Decree or Judgment of Divorce, a Final Separation Agreement or other domestic contract that contains legally enforceable property settlement or division of assets that addresses their Wellness Partner position, or after a final dissolution of a Business Entity, the Wellness Partner must submit such decree or dissolution to Aroga to support a transfer or division of the position.  No changes may be made to the Wellness Partner position during pending divorce proceedings unless Aroga receives written consent from both spouses.  Aroga reserves the right to intervene in any divorce proceeding and deposit commission checks with the applicable court of competent jurisdiction in the event of a dispute between the spouses. 

 

3.         Wellness Partner Obligations and Responsibilities

3.1       Duty of Good Faith.       Under the terms of the Agreement, Aroga and all Wellness Partners agree to perform their obligations in accordance with the duty of good faith and fair dealing.  A Wellness Partner will be held accountable for the actions of a partner, shareholder, trustee, member, family member, spouse or third party acting or purporting to act on behalf of the Wellness Partner position, as far as the P&P(s) are concerned.  A Wellness Partner may not aid and abet another Wellness Partner to violate the Agreement.  Wellness Partners shall not conduct any activity that could jeopardize the reputation of Aroga or any of its Wellness Partners.

3.2       Cross Sponsoring. Under no circumstances shall a Wellness Partner, directly or indirectly, solicit, assist, attempt to induce, or encourage, another Wellness Partner to request a change in position in the Line of Sponsorship.

3.3       Unsolicited Electronic Messaging.  No Wellness Partner shall send, transmit, or otherwise communicate any unsolicited electronic messages related to Aroga, its business opportunity, or products to persons with whom the Wellness Partner does not have a pre-existing business or personal relationship (this includes, without limitation, sending messages through internet newsgroups, purchased mailing lists, or other lists of individuals with whom or which the Wellness Partner does not have a preexisting relationship).

3.4       Advertising and Promotion.  Wellness Partners may not create independent websites, promotional or educational materials using Aroga’s name or trademarks for any reason. Wellness Partners may only use materials produced by Aroga and provided to Wellness Partners to advertise the company, the business opportunity, and its products.  Wellness Partners are not required to purchase any promotional, marketing or advertising materials, tools, presentations, sales aids, audio or video recordings or services and the like (“Tools”) to advance, become, or remain an Aroga Wellness Partner, nor are they required to carry inventory of products or Tools.

3.5       Retail Establishments.  A Wellness Partner who works in or owns a retail establishment must operate his or her Wellness Partner business separate and apart from the retail establishment.  No Wellness Partner shall permit products or literature offered through or by Aroga to be sold or displayed in retail establishments, including, but not limited to schools, fairs, kiosks, display booths, vending machines, unauthorized internet websites, military stores, or salons.  

3.6       Repackaging.    Products offered through or by Aroga are to be sold only in their original packaging and in their original formulations.  Wellness Partners may not repackage products or otherwise change or alter any of the packaging, labels or materials or products offered by Aroga.

3.7       Statements about Products and the Plan.  Wellness Partners shall only make truthful and accurate statements about Aroga’s products and Plan.  Wellness Partners shall not make any health claims about Aroga’s products other than those claims found in Aroga’s authorized literature and promotional materials.  Wellness Partners must not make any oral or written medical, therapeutic or curative claims (which include personal testimonials) about any Aroga products. Wellness Partners may not make any claim that Aroga products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases.  Such statements can be perceived as medical or drug claims.  Not only are such claims in violation of the Agreement, but they potentially violate the law.

3.8       Sales Receipts.  Any Wellness Partner who takes and/or delivers an order over $25 shall deliver to the customer at the time of sale, a written and dated order or receipt which shall: (a) describe the product(s) sold; (b) state the price of the product(s); and (c) include the name, address and phone number of the selling Wellness Partner.

3.9       Satisfaction Guarantee.  When an individual purchases products from a Wellness Partner, they have the right to return product to the Wellness Partner.  Wellness Partners should offer the following satisfaction guarantee: (a) a full refund; (b) an exchange of product; or (c) full credit toward the purchase of another product.  If a product is shipped directly to the customer by Aroga, the customer should follow the return instructions on the packing slip. In the case of Wellness Partner purchases, only those that the Wellness Partner makes for personal, family or household use may be returned under the Satisfaction Guarantee. For the purposes of this Policy, Wellness Partners will be allowed to exchange the product for another product.

3.10     Wellness Partner Refunds.  Wellness Partners terminating a Wellness Partner position have the right to return Aroga products.  A terminating Wellness Partner may choose to sell inventory of currently marketable Aroga products to an upline Wellness Partner at a mutually agreeable price.  If a terminating Wellness Partner is unable to secure the buy-back of inventory through an upline Wellness Partner, Aroga shall repurchase the terminating Wellness Partner’s unused, currently marketable Aroga products subject to the following: (a) Aroga will make all appropriate commission chargebacks to those Wellness Partners who originally received them; (b) Aroga will charge shipping costs incurred by the terminating Wellness Partner if the net reimbursement includes same, and (c)  a service charge equal to 10% of the Wellness Partner cost of the products being returned will be deducted to cover handling and processing charges.

3.11     70% Rule.  The Plan is based upon the sale of Aroga’s products to end-consumers. Wellness Partners must fulfill personal and downline organization retail sales requirements to be eligible for bonuses, commissions and advancement.  The following sales requirements must be satisfied in order to be eligible for commissions:

3.11.1  Wellness Partners must satisfy the Personal Point Volume (PPV) requirements to maintain current status as indicated in the Plan. PPV will include the Wellness Partner’s own purchases; and

3.11.2  A minimum of 70% of a Wellness Partner’s personal order must be personally used or sold to retail customers prior to ordering additional products.

3.12     Compliance with Applicable Laws, Regulations, and Codes. Wellness Partners shall comply with all laws, rules, regulations, and codes that apply to the operation of their Wellness Partner business wherever said business may be conducted.  Wellness Partners shall not directly or indirectly encourage, aid or abet any Wellness Partner to violate any laws, rules, regulations, or codes, or the terms of the Agreement.  No Wellness Partner may operate any illegal or unlawful business enterprise, or engage or participate in any deceptive, illegal or unlawful trade practices.

3.13     Independent Contractor.  Wellness Partners are considered independent contractors for all purposes. Wellness Partners shall not state, imply or represent that they are employees, agents or legal representatives of Aroga, its affiliates, and/or other Wellness Partners.  Wellness Partners shall not state or imply, either directly or indirectly that enrollment creates an employment relationship between themselves and the Wellness Partners whom they have sponsored or who have sponsored them.

3.14     Franchises and Territories.  Wellness Partners shall not represent to anyone that there are franchises or exclusive territories available under the Plan.

3.15     Exporting and Importing.  Wellness Partners shall not export or import products offered through or by Aroga, or knowingly sell to others who import or export such products, to or from the United States or its possessions or territories or any other country, regardless of whether or not Aroga or its affiliates have established operations or are doing business in that country. 

3.16     International Activity.  Wellness Partners may not engage, either directly or indirectly, in any activity related to the Aroga business in any country in which Aroga is not authorized to conduct business. 

3.17     Business Practices.  Wellness Partners shall operate their business in a financially responsible and solvent manner.  Aroga reserves the right to offset commission payments for any amounts a Wellness Partner owes to Aroga.  Wellness Partners will immediately notify Aroga if he or she or a Business Entity files a petition for bankruptcy or has bankruptcy proceedings commenced against him or her or the Business Entity, or has any assets seized by court order or taken in execution of an unsatisfied judgment debt. 

3.18     Fundraising.  No Wellness Partner shall use Aroga’s products in conjunction with any type of fundraising activity.  Fundraising includes the solicitation for the donation of funds or for the purchase of Aroga products based on the representation that all, or some, of the gains, proceeds, donations, bonuses, or profits generated by such sale will benefit a particular group, organization or cause.

3.19     Internet Sales.  Aroga products may not be sold online via any internet website, including but not limited to eBay and/or Craig’s List.  Wellness Partners may only advertise the products and business opportunity using websites developed by Aroga and made available to its Wellness Partners.

3.20     Plan Manipulation.  Wellness Partners shall not manipulate the Plan in any manner which results in the payment of bonuses or other awards and recognition that have not been earned in accordance with the terms of the Agreement. Commission buying is strictly and absolutely prohibited.  “Commission Buying” includes: (a) the enrollment of individuals or Business Entities without the knowledge of and/or execution of an Application by such individuals or Business Entities; (b) the fraudulent enrollment of an individual or Business Entity as a Wellness Partner; (c) the enrollment or attempted enrollment of non-existent individuals or Business Entities as Wellness Partners; (d) the use of a credit card by or on behalf of a Wellness Partner when the Wellness Partner is not the account holder of such credit card; (e) purchasing Aroga products on behalf of another Wellness Partner or under another Wellness Partner’s account, to qualify for commissions and/or bonuses; and/or  (f) any other mechanism by which strategic purchases are made to maximize commissions or bonuses or other incentives such as trips and awards when n Wellness Partner has no bona fide use for the products purchased.  Wellness Partners may not inventory load nor encourage others to inventory load. Aroga reserves the right to withhold final approval on all payments, recognition, awards or incentives pending verification of compliance with any incentive, promotion or recognition program terms and conditions and to ensure that there has been no Commission Buying, inventory loading, manipulation of the Plan or violation of the Agreement. Participants in such programs must be Wellness Partners in good standing with Aroga during the incentive or promotional program period and through their receipt of any awards.  Wellness Partners found in non-compliance with the Agreement during the incentive, promotional or recognition program period may not participate and will not be eligible for any payments or recognition available under such program. In the event any Plan manipulation or other activity in violation of the Agreement becomes known after awards and payments have already been made to a Wellness Partner, Aroga reserves the right to deduct the value of any awards from future commission payments and take any other action provided for under the Agreement.

3.21     Personal/Business Information Updates.  All Wellness Partners are responsible for communicating to Aroga any updates or changes to their personal information (i.e. name, address, telephone number and email address, etc.)  or business information (i.e. business name, address, email address, telephone number, addition/deletion of partner(s), change in business status, etc.).

3.22     Media Inquiries.  Any inquiries by the media or press (including blogs) should be referred immediately to Aroga’s corporate offices.  To preserve a consistent public image for the benefit of Aroga and all Wellness Partners, Aroga Wellness Partners are not permitted to speak to the media on behalf of Aroga or represent to the media that they are authorized to speak on behalf of Aroga. If a Wellness Partner responds to such inquiry or contact, Aroga may consider him or her to be in breach of the Agreement. Additionally, Wellness Partners shall not proactively contact the media or distribute any form of press release that includes information about Aroga, its products or the Plan without prior written consent of Aroga. 

3.23     Actions of Household Members.  If any member of a Wellness Partner’s immediate household engages in any activity which, if performed by the Wellness Partner, would violate any provision of the Agreement, such activity will be deemed a violation of the Agreement and Aroga may take disciplinary action pursuant to the Agreement.  Similarly, if any individual associated in any way with a Business Entity violates the Agreement, such action(s) will be deemed a violation by the Business Entity and Aroga may take disciplinary action against the Business Entity.

3.24     Inactive Wellness Partners.  A Wellness Partner position will be terminated, at Aroga’s discretion, if the Wellness Partner fails to order product for six (6) consecutive business periods.

 

4.         The Compensation Plan (“Plan”).

4.1       Invitation.  When inviting a prospect to hear a presentation of the Plan, Wellness Partners must make it clear that what is being described or offered is the Plan.

4.2       Describing the Plan.  When describing the Plan: (a) the Wellness Partner’s statements must be truthful, accurate and not misleading; (b) the roles of a balanced business (retail sales, personal use and sponsoring) must be accurately described; and (c) all income representations must be limited to income from the Plan, based on actual experience or from Aroga authorized materials, and must provide realistic income potential.

4.3       Presentation of the Plan.  Wellness Partners must use only Aroga-authorized materials for use with prospects.

4.4       Prohibited Sponsoring Practices. In seeking participation of a prospect in the Plan,  a Wellness Partner:

4.4.1    Must not cite lifestyle examples (i.e. travel, automobile, homes of successful Wellness Partners, and contributions to charitable causes), unless such benefits were actually accrued as the result of the Wellness Partner building a successful business.

4.4.2    Must not say or imply that a successful Wellness Partner business can be built in the form of a wholesale buying club.

4.4.3    Must not say or imply that there is no requirement for the retail sale or marketing of products by Wellness Partners.

4.4.4    Must not promote potential tax benefits of the Plan.

4.4.5    Must not encourage the prospect to purchase anything not included with the product pack. The only requirements which a Wellness Partner can impose on a prospect whom he or she is willing to enroll is that the prospect shall pay the requisite fee for the product pack; and sign, complete and submit an Application to Aroga. 

4.4.6    Must not enroll or sponsor new Wellness Partners in a way that manipulates the new Wellness Partner’s position in the line of sponsorship.

 

4.5       Sponsor’s Responsibilities.   A Sponsor must comply with the following obligations:

4.5.1    The Sponsor  should be a Wellness Partner in full compliance with the Agreement.

4.5.2    The Sponsor must ensure that all Wellness Partners that he or she sponsors have access to and the opportunity to read the Agreement, which is comprised of the Application, the Plan, these P&P(s) and the T&C(s), prior to enrollment.

4.5.3    The Sponsor must be able to train and motivate the Wellness Partners whom he or she has sponsored with minimum assistance from his or her first upline.

4.5.4    Sponsors and upline Wellness Partners shall not encourage or require downline Wellness Partners, as a condition of receiving assistance in building their business after enrollment, to (a) purchase any specified amount of Aroga products; or (b) maintain a specified inventory of Aroga products.

 

5.         Preservation of Confidential Information.

5.1       Aroga protects its downline and upline reports (collectively and individually, “Reports”) for the benefit of Aroga and of all Wellness Partners.  Aroga owns the Reports, keeps the Reports proprietary and confidential and treats the Reports as a trade secret.  Aroga is the exclusive owner of all Reports, which are derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by Aroga and its Wellness Partners.  Wellness Partners may only use Aroga’s goodwill and Reports for the purposes permitted under the Agreement.

5.2       Wellness Partners acknowledge, and agree not to challenge, that (a) Reports are confidential and a valuable trade secret owned by Aroga; (b) Reports are owned exclusively by Aroga; and (c) Wellness Partners do not own any rights in the Reports.  Wellness Partners agree not to challenge or interfere with Aroga’s authority to license or sublicense all or part of the Reports.  Wellness Partners shall not assert or seek any rights or protection of any kind in the Reports other than those limited rights or protections that may be specifically granted by this policy.

5.3       A Wellness Partner may use Reports only with Aroga’s prior written permission, which may be expressed through general publication or through a specific writing to one or more Wellness Partners.  Any permission granted by Aroga shall constitute a limited, non-exclusive, non-transferable and revocable license by Aroga for the Wellness Partner to use the Reports only as necessary to facilitate his or her Aroga business as permitted under these P&P(s).  Aroga reserves the right to deny or revoke any such license, upon reasonable notice to the Wellness Partner stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of Aroga, such is necessary to protect the confidentiality or value of the Reports.

5.4       All Wellness Partners will maintain Reports in strictest confidence, and shall take all reasonable steps and appropriate measures to safeguard the Reports and maintain the confidentiality thereof.  A Wellness Partner shall not compile, organize, access, create lists of, or otherwise use or disclose any part of the Reports except as expressly permitted by Aroga.  A Wellness Partner shall not disclose Reports to any third party, or use Reports in connection with any other businesses or to compete, directly or indirectly, with the Aroga business. 

5.5       Wellness Partners shall promptly return any and all Reports to Aroga upon resignation,  non-renewal, or termination of his or her Agreement and shall immediately discontinue any further use thereof.

5.6       Each Wellness Partner acknowledges that use or disclosure of Reports, other than as authorized by Aroga, will cause significant and irreparable harm to Aroga, warranting an award of injunctive relief, including a temporary restraining order and/or a preliminary injunction, specific performance, and damages including costs, attorneys’ fees, and disgorgement of any profits made as a result of such unauthorized use or disclosure.

5.7       The obligations in this Policy shall survive and remain enforceable following the voluntary or involuntary resignation, non-renewal or termination of a Wellness Partner’s Agreement.

 

6.         Reserved  

 

7.         Position Transfers.

7.1       Approval of Certain Agreement Changes.  The sale of a Wellness Partner position, merging position(s), separating or dividing a Wellness Partner position, or assignment of any rights or obligations under the Agreement requires prior express written approval of Aroga.  None of the foregoing may be used to manipulate the Line of Sponsorship.  Any assignment without Aroga’s prior written permission may render the Agreement voidable at Aroga’s discretion.

7.2       Individual Transfers.  An individual transfer involves the transfer of a Wellness Partner position without any downline Wellness Partners.  Any Wellness Partner who wants to change his or her Sponsor must submit a written request to Aroga accompanied by a Sponsor Change Form.

7.3       Group Transfers.  A group transfer involves the transfer of a Wellness Partner position with one or more downline Wellness Partners.  A Wellness Partner who wishes to transfer to a different Sponsor with one or more downline Wellness Partners may do so only with the prior express written approval from Aroga.  In addition, the Wellness Partner must submit a written request to Aroga accompanied by (a) written consent from all Wellness Partners upline in the Line of Sponsorship up to and including the first qualified Ambassador; (b) written consent of all Wellness Partners whom the transferring Wellness Partner wishes to transfer with him or her; (c) written consent of the new Sponsor and his or her upline qualified Platinum to which the requesting Wellness Partner wants to be transferred; and (d) a statement indicating the business reason for the transfer request. Aroga reserves the right to accept or deny any Individual or Group Transfer request.

7.4       Six Month Inactivity.  A Wellness Partner who wishes to transfer to a different Sponsor but is unable to obtain the necessary consents may not enroll under a new Sponsor until the Wellness Partner has terminated his or her Agreement or failed to renew and has been inactive for a period of six (6) months or longer. Following the lapse of the inactive period, the former Wellness Partner may enroll as a new Wellness Partner under a new Sponsor.  During the period of inactivity, a person shall not conduct any of the activities of a Wellness Partner under his or her name, or in the name of another person or entity.  The foregoing notwithstanding, the former Wellness Partner may continue to purchase Aroga products as a Preferred Customer.

7.5       Sale of a Wellness Partner Position.  A Wellness Partner who owns and operates a Wellness Partner position may sell his or her ownership interest in such position only to another Wellness Partner who is in compliance with the Agreement, and who has the sufficient skills, experience, judgment and resources to operate the position, as reasonably determined by Aroga.  A Wellness Partner position may only be sold with the express prior written approval of Aroga.  The purchasing Wellness Partner must submit an Application and must adhere to and comply with the Agreement.

7.6       Mergers and Combination of Wellness Partner Positions. Mergers of Wellness Partner positions resulting from failure to renew, termination, resignation, death (with no designation of succession by heirs) or some involuntary event or cause beyond the control of any of the position owners are permitted, but only with Aroga’s express prior written consent.

7.7       Number of Wellness Partner Positions.  An individual Wellness Partner may have two positions. One position may be as an individual and the second as a Business Entity. Married couples may have three positions.  One position per spouse and the third as a Business Entity.  All positions must be in the same downline organization of the first enrolled position.

 

8.         Trademarks and Copyrighted Works.

            8.1       Aroga’s trademarks (“Marks”) and copyrighted works (“Works”) are valuable and important business assets. The Marks help identify the source and reputation of Aroga’s products worldwide and distinguish them from those of its competitors. Aroga makes commercially reasonable efforts to protect the Marks and Works from improper use, including through these P&P(s).

            8.2       Use of the Marks and Works.  A Wellness Partner may use Aroga’s Marks and Works only with Aroga’s express prior written permission, which may take the form of general publication (to all Wellness Partners) or through a specific license to one or more Wellness Partners. Without limitation, Aroga may require conformity with specifications, may require that materials that use 

Aroga’s Marks and/or Works be sourced from Aroga or an Aroga approved supplier, and may otherwise place additional conditions for the use of its Marks and Works. Any permission granted by Aroga shall constitute a limited, non-exclusive, nontransferable and revocable license to use such Marks and Works solely in connection with the Aroga business. Subject to conditions and specifications published or specifically provided in writing from time to time, the Marks and Works may be used only on: (a) exterior and interior office signs; (b) all forms of vehicle signs; (c) telephone listings; (d) stationary; and (e) business cards.  The foregoing notwithstanding, the use must be accompanied by the following: Independent Wellness Partner.   For example, business cards that use the Marks must include clear and conspicuous identifiers as follows:

            

            Johnny Appleseed

            Aroga Independent Wellness Partner

 

 

9.         Compliance and Rights and Responsibilities.

9.1       Compliance.  Compliance with the Agreement is essential for preserving a strong and viable business for Wellness Partners and Aroga.  Wellness Partners and Aroga each have rights and responsibilities in case of a breach of the Agreement.

9.2       Aroga’s Rights and Responsibilities.  When Aroga detects a potential breach of the Agreement, it will first investigate as appropriate.  Before taking any enforcement action, Aroga shall attempt to contact the Wellness Partner in an effort to resolve the issue.  If the communication does not resolve the issue, Aroga reserves the right to take any enforcement action it deems necessary, including but not limited to:

9.2.1    A written warning to the Wellness Partner;

9.2.2    Retraining the Wellness Partner, and/or upline or downline Wellness Partners in the Line of Sponsorship;

9.2.3    Suspending all or some of the rights of the Wellness Partner for a specified period of time, or until certain conditions are met;

9.2.4    Withdrawing or denying an award, trip, recognition or other incentive;

9.2.5    Withholding any payments under the Plan;

9.2.6    Compensatory remedies, as appropriate; and/or

9.2.7    Terminating the Agreement.

9.3       Wellness Partner Rights and Responsibilities. If a Wellness Partner believes that another Wellness Partner has breached the Agreement, the Wellness Partner should first contact the Wellness Partner in question in an effort to resolve the issue.  If a Wellness Partner believes Aroga has breached the Agreement, the Wellness Partner should first contact Aroga in an attempt to resolve the issue.  If discussion with either a Wellness Partner or Aroga does not resolve the issue, the Wellness Partner may file a written complaint with Aroga.  The complaint should describe the issue in as much detail as possible and include all supporting documents related to the issue. Aroga will investigate, as appropriate, and take enforcement or corrective action under the Agreement, if necessary.  If any issue remains unresolved, it shall be submitted to Arbitration as described in these P&P(s).

 

10.       Miscellaneous.

10.1     Preferred Customer.  Aroga offers a program for individuals who wish to purchase products for personal use at a discounted price referred to as the Preferred Customer Program.   Preferred Customers do not participate in the Plan.

10.2     Dispute Resolution. AROGA AND THE WELLNESS PARTNER (INDIVIDUALLY “PARTY” OR COLLECTIVELY “PARTIES”) WILL FIRST ATTEMPT TO SETTLE ANY CLAIM, CONTROVERSY OR DISPUTE (INDIVIDUALLY AND COLLECTIVELY REFERRED TO AS “DISPUTE”) ARISING OUT OF THE AGREEMENT THROUGH CONSULTATION AND NEGOTIATION IN GOOD FAITH WITH A SPIRIT OF MUTUAL COOPERATION.  IN THE EVENT THE PARTIES ARE UNABLE TO REACH A MUTUAL AGREEMENT TO SETTLE SUCH DISPUTE WITHIN THIRTY (30) DAYS OF WRITTEN NOTICE TO THE OTHER OF A DISPUTE, THE DISPUTE SHALL BE RESOLVED BY ARBITRATION BY A SINGLE ARBITRATOR ENGAGED IN THE PRACTICE OF LAW, IN ACCORDANCE WITH THE APPLICABLE RULES OF THE AMERICAN ARBITRATION ASSOCIATION AND ANY JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. EACH PARTY SHALL BEAR ITS OWN COSTS AND ATTORNEYS' FEES AND WILL SHARE EQUALLY IN THE FEES AND EXPENSES OF THE ARBITRATOR.   THE FOREGOING NOTWITHSTANDING, THE ARBITRATOR MAY APPORTION ALL COSTS AND EXPENSES OF ARBITRATION INCLUDING THE ARBITRATOR’S FEES AND EXPENSES, REASONABLE ATTORNEYS’ FEES, AND FEES AND EXPENSES OF EXPERTS, BETWEEN THE PREVAILING AND NON-PREVAILING PARTY(IES) AS THE ARBITRATOR DEEMS FAIR AND REASONABLE.  IF A PARTY APPLIES TO A COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATOR’S AWARD, AND IF ENFORCEMENT IS ORDERED, THE PARTY AGAINST WHICH THE ORDER IS ISSUED SHALL PAY THE COSTS AND EXPENSES OF THE PARTY SEEKING SUCH ENFORCEMENT IN OBTAINING SUCH ORDER, INCLUDING REASONABLE ATTORNEY FEES AND EXPENSES. THE PARTIES AGREE THAT MONETARY DAMAGES MAY BE INADEQUATE AND THE PARTIES SHALL BE ENTITLED TO SEEK SPECIFIC PERFORMANCE OF THE ARBITRATOR’S DECISION FROM A COURT OF COMPETENT JURISDICTION, IN ADDITION TO ANY OTHER APPROPRIATE RELIEF OR REMEDY.  THE VALIDITY OF ALL CLAIMS SHALL BE DETERMINED UNDER FEDERAL LAW. AGORA INDEPENDENT WELLNESS PARTNERS WAIVE ALL RIGHTS TO A COURT OR JURY TRIAL EXCEPT AS SPECIFIED IN THE APPLICATION. AROGA, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, ASSIGNS, AND AGENTS (COLLECTIVELY REFERRED TO AS “AFFILIATES”) SHALL NOT BE LIABLE FOR, AND WELLNESS PARTNER WAIVES ALL CLAIMS TO, CONSEQUENTIAL AND EXEMPLARY DAMAGES AGAINST AROGA AND ITS AFFILIATES.  

 

10.3     Indemnification.  As an independent contractor,  Wellness Partner agrees to release Aroga and its Affiliates from all liability arising from or relating to the promotion or operation of his or her Aroga business and any activities related to it (e.g. the presentation of Aroga products or Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and Wellness Partner agrees to indemnify Aroga and its Affiliates for any liability, damages, fines, penalties, reasonable attorney fees and expenses, fees and expenses of experts or other awards arising from any unauthorized conduct that Wellness Partner undertakes in operating his or her business.  

 

10.4     Waiver.  Any waiver by Aroga of any breach of the Agreement must be in writing and signed by an authorized officer of Aroga. Waiver by Aroga of any breach of the Agreement shall not operate or be construed as a waiver of any subsequent breach.

 

10.5     Amendments to Policies & Procedures.  Aroga reserves the right to make any changes deemed necessary to any documents comprising the Agreement upon written or printed notice to Wellness Partners.  Any revisions to such documents shall become binding on all Wellness Partners upon publication of such revisions or as officially announced via Aroga communication to Wellness Partners.