Each Distributor is responsible for reading, understanding and fully complying with all Policies & Procedures contained herein, as may be modified from time to time, regardless of whether Gateway Botanical Electroceuticals Inc. (“the Company”), provides notice of modifications.
The Company Distributor must familiarize themselves and fully comply with the operational policies of the Company since the relationship between the Company and its Distributor must be completely understood by Distributors. It is the responsibility of each Distributor to frequently read and understand the Policies & Procedures to ensure adherence under the most current version. Each Distributor is also responsible for ensuring that his or her sponsored distributors read and understand the Policies & Procedures, as updated.
The Company requires each and every Distributor of the Company to adhere to all relevant statutes, laws, regulations, and ordinances and each provision of these Policies and Procedures. The Company reserves the right to take any and all actions that are deemed necessary to determine and ensure compliance with these Policies & Procedures by Distributors. By clicking yes below to each page you agree to be bound by all terms and conditions of this electronic agreement "The Company Distributor Agreement/The Company Policies and Procedures" (collectively, "Policies and Procedures" or “Agreement”), which may be changed from time to time, in our sole discretion. The posting of changes to these Policies and Procedures on the Company website shall suffice as legal notification for all purposes and you agree to monitor the policies changing content online.
This Statement of Policies & Procedures (sometimes referred to as "Policies & Procedures"), in its present form and as prospectively amended from time to time in the sole discretion of the Company, is incorporated into, and forms an integral part of the "Click through" Agreement on each page, between the Company and each Distributor. Throughout the Policies & Procedures, when the term "Agreement" is used, it refers collectively to the Distributor Application, the Terms & Conditions, the Policies & Procedures, and the Compensation Plan. These documents are incorporated by reference into the Agreement all in their current form, as amended from time to time by the Company.
Each Prospective Distributor hereby acknowledges and agrees that the submission of an Application, either by facsimile, online, or through the postal services, or by any other means, shall evidence the prospective Distributor’s unconditional acceptance of the terms and conditions of the Agreement and the prospective Distributor’s agreement to be bound by such terms and conditions.
The Company requires its Distributors to conduct themselves with the highest ethics and integrity. Each Distributor hereby warrants and represents that he or she has never been convicted of a felony, charged with any crime involving moral turpitude or acts of dishonesty, or violated any court order, or was found by a court of competent jurisdiction to have engaged in fraud, in a deceptive trade practice, or in false advertising. If a question arises regarding the propriety of a Distributor's current or past conduct, which conduct might reflect negatively on the Company or present a potential danger to other Distributors, the Company shall be notified immediately so that appropriate action in the sole discretion of the Company may be taken. Each Distributor shall abide by all federal, provincial, state, county, and local laws and shall conduct the Company business with the utmost integrity and honesty. The making of false or misleading statements regarding the Company, its products, services, or other opportunities shall be grounds for immediate termination by the Company of the relationship between the Company and the Distributor, and shall give rise to any and all remedies sought by the Company.
Because federal, provincial, state, and local laws, as well as the business environment, periodically change, the Company reserves the right, in its sole and absolute discretion, to amend the Agreement from time to time. All modifications to the Agreement shall be deemed effective as of the moment of the posting of the modified version on the Company website, regardless if you are notified of the modification. Each Distributor acknowledges and agrees to the Company’s right to amend the Agreement, acknowledges each Distributor’s responsibility for regularly and carefully monitoring the Agreement as posted on the Company website, and agrees to be bound by all amendments to the Agreement. Notification of amendments will be posted on the Company web site (at www.vitaltree.com) for immediate access by all Distributors and prospective Distributors. However, Amendments shall be effective upon uploading to the Internet, whether or not Notice of Amendment is posted. Continued activity in the Company Program after the Company has posted any Amendment or notice of amendment, or acceptance of bonuses or commissions also constitutes actual notice and acceptance of any and all Amendments.
The Company shall not be responsible for delays and or failures in performance of its duties under the Agreement when performance is made commercially impracticable due to circumstances beyond the reasonable control of the Company, such as by but not limited to, strikes, labor unrest, riot, civil disturbance, war, fire, death, the negligence or intentional acts of persons not within the Company's control, curtailment of source of supply or company’s inability to obtain raw materials or packaging, and governmental decrees or orders.
If any provision of the Agreement, in its current form or as it 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 and shall be construed as if such invalid, or unenforceable provision never comprised a part of the Agreement.
All Distributors acknowledge Company's sole and exclusive ownership of all of the identities, addresses, telephone numbers, email addresses and all other contact and personal information of all Distributors and customers in all downlines (collectively,“Downline Information”), and that all such Downline Information is proprietary and confidential to the Company. Each Distributor waives his/her right to claim any rights of any kind in any Downline Information, including any right to use any Downline Information for contacting Distributors or customers for any purpose other than approved Company business. In no event may any terminated Distributor (whether voluntarily or involuntarily terminated) or any customer have or take possession or custody of, or use for any purpose any Downline Information, or contact any Distributor or customer of the Company products. Distributors shall destroy any and all copies of any materials that contain any Downline Information upon such Distributor’s voluntary or involuntary termination from the Company. Under no circumstances shall Distributors have a right to contact any downline members following their suspension/termination or resignation under any circumstances, except as set forth below. Each Distributor hereby acknowledges and agrees that any unauthorized possession or use of any Downline Information by or on behalf of that Distributor shall be deemed trade secret misappropriation and that any unauthorized contact of any Distributor or customer shall be deemed a interference with the Company's business relationships with its distributors and customers and shall entitle the Company to be awarded immediate injunctive relief against such unlawful activity, without any necessity of posting a bond, in federal, provincial or state court, and to obtain all other legal and equitable remedies. Each Distributor hereby acknowledges that his or her engaging in any of unauthorized activities described in this subparagraph shall cause damage and immediate irreparable harm to the Company. All of the terms and conditions of this subparagraph shall survive the termination of this Agreement for any reason, including Distributor resignation.
Distributors have no rights of any kind in any Downline Information except as provided in this Agreement. Specifically, Distributors are only granted a limited, non-exclusive, revocable license and permission to use the Company’s proprietary Downline Information only during the duration of their distributorship with the Company and only for Company-related business. This limited license and permission terminates immediately with the voluntary or involuntary termination of a Distributor. Any continued use of any Downline Information following such termination or resignation, whatever the reason for such termination or resignation, shall be deemed trade secret misappropriation, which shall entitle the Company to be awarded immediate injunctive relief against such unlawful activity, without any necessity of posting a bond, in federal, provincial, or state court, in addition to all other legal and equitable remedies. Each Distributor hereby acknowledges that his or her engaging in any of unauthorized activities described in this subparagraph shall cause damage and immediate irreparable harm to the Company. All of the terms and conditions of this subparagraph shall survive the termination of this Agreement for any reason, including Distributor resignation.
Distributors are prohibited from soliciting or communicating with any other Distributors or customer of the Company products for any commercial purpose for a period of five (5) years following the involuntary or voluntary termination of their distributorships, including resignation, unless such Distributors can establish, to the satisfaction of the Company, that they had a family or personal relationship with the person(s) contacted that was established prior to their downline signup with the Company, provided that such contact is limited to a non-commercial purpose. Further, Distributors are expressly prohibited from contacting any downline Distributors for purposes of selling other companies' products or services or to recruit for or notify them about participation in any other business or marketing program whether or not for a business that is competitive with the Company, and regardless of the type of product or service offered. Any violation of this subparagraph shall be deemed trade secret misappropriation, which shall entitle the Company to be awarded immediate injunctive relief against such unlawful activity, without any necessity of posting a bond, in federal, provincial, or state court, in addition to obtaining all other legal and equitable remedies. Each Distributor hereby acknowledges that his or her engaging in any of unauthorized activities described in this subparagraph shall cause damage and immediate irreparable harm to the Company. All of the terms and conditions of this subparagraph shall survive the termination of this Agreement for any reason, including Distributor resignation.
Distributors acknowledge and agree that the recipes/formulations of Company products are valuable trade secrets of the Company. Accordingly, Distributors acknowledge and agree that they are not permitted to reverse engineer, directly or indirectly, any Company product. Each Distributor hereby acknowledges that his or her engaging in any of unauthorized activities described in this subparagraph shall cause damage and immediate irreparable harm to the Company. All of the terms and conditions of this subparagraph shall survive the termination of this Agreement for any reason, including Distributor resignation.
While Gateway Botanical Electroceuticals Inc. wishes that it’s Distributors and Company employees enjoy a cordial, professional relationship it is an obligation on the part of Distributor to avoid creating any actual or potential conflict of interest between company employees and Gateway Botanical Electroceuticals Inc. through improper gratuities or other social interaction between those employees and the Distributor. Any violation of these rules by a Distributor subjects that Distributor to immediate termination of their Distributorship.
As such Distributors must refrain from:
i. Providing any gratuities, courtesies or gifts in any form whatsoever to
Company employees. This includes Distributors giving employees product discounts.
ii. Engaging in any business activity with the employee or his immediate family
members, even if such Activity does not involve their Company business.
iii. Engaging in non-work setting social interaction, i.e. inviting employees
to parties, dinners or other social activities hosted or sponsored by the Distributor
or their family.
iv. Soliciting employees, their family or friends into their Company distributor
downlines or as customers.
v. Offering employees employment with their Company business or other family
business.
vi. Exchanging personal information including the employees phone numbers and/or
email addresses
vii. Engaging in communications with employees during non-business hours at
the employees residence.
The Company will supply limited and proprietary data processing and reporting information to Distributors regarding their personal downline sales organization only. The Distributor agrees that all such information, including all Downline Information, is proprietary and confidential to the Company, and it is transmitted to the Distributor in confidence, for the sole purpose of assisting the Distributor in building his or her Company business (“Company Confidential Information”).You acknowledge that our use of the term “your business” or similar terminology is a term of art and does not result in the granting to you of any rights in any Company Materials, Downline Information or any other Company property. The Distributors shall not disclose any Company Confidential Information, whether or not received initially from the Company, to any other person, firm, entity, or corporation, or use Company Confidential Information for any unapproved purpose. Distributors retain no right to possess or use any such Company Confidential Information for any reason following their termination for any reason. Genealogy reports, Downline Information, Company Confidential Information and/or mailing labels are released to the Distributors only for supporting their Company business during the pendency of their distributorship. Distributor agree to destroy all materials containing Company Confidential Information in their possession, custody or control, including all Downline Information immediately following termination of their distributorships. Distributors agree to the terms of confidentiality in these Policies & Procedures, and agree to fully comply with his or her ethical obligations, which include respecting the wishes of downline leaders in communication with their individual networks. Any Distributor found to be in violation of these guidelines is subject to suspension and possible termination. Any violation of any of the foregoing terms and conditions shall entitle the Company to be awarded immediate injunctive relief against such unlawful activity, without any necessity of posting a bond, in federal, provincial, or state court, in addition to all other legal and equitable remedies. Each Distributor hereby acknowledges that his or her engaging in any of unauthorized activities described in this subparagraph shall cause damage and immediate irreparable harm to the Company. All of the terms and conditions of this subparagraph shall survive the termination of this Agreement for any reason, including Distributor resignation.
As a Distributor of the Company products, each Distributor agrees to conduct
business according to the following ethical guidelines:
a. I will honor the Company Distributor guarantee with all of my customers.
b. I will be fair and honest in all my transactions as a Company Distributor.
c. I will make NO claims for any of the Company products if these are not contained
in official company literature.
d. I will not make specific or potential income claims, representations, or
projections.
e. I will emphasize that the financial success of the Company Distributor depends
upon that Distributor’s individual effort, dedication, and the training and
supervision which Distributor provides to his or her downline and the Company
business.
f. I will be polite and respectful to everyone I contact regarding my business
and Company products, as to enhance the positive reputation of the Company.
g. I will become familiar with, and abide by, the Policies & Procedures, as
well as local, state, provincial, and federal statutes.
h. I will fulfill my leadership duties as a sponsor, including training and
supporting the Distributor in my sales organization.
i. I have NO prior charges of conduct involving moral turpitude similar to
the representation contained in the Company policies.
Distributor shall safeguard and promote the positive reputation of the Company and its products, and shall refrain from all conduct, which might be harmful to such reputations throughout the entire duration of their Distributorship. Distributors shall avoid all discourteous, deceptive, misleading, unethical, and immoral conduct or practices while in association with the Company and its products. Distributors found to be engaged in such practices will be subject to disciplinary action up to, and including, termination of their Distributorship. Each Distributor shall hold harmless and indemnify the Company for any claims, damages, or liabilities arising out of the Distributor’s business practices, representations, advertising, or actions creating regulatory or government fines or penalties.
All the Company Distributor must be of the legal age of majority in their state or province of residence.
All Distributor applying as individuals are required to submit, for tax
reporting purposes, their Social Security Number (SSN) or Social Insurance
Number (SIN). If a Distributor is applying as a business, the Federal Tax
Identification Number (in US only) or Goods and Services Tax (GST) Number
(in Canada only) must be used. If a Distributor does not supply the proper
tax reporting information, their commission and bonus checks will not be
paid. All yearend Form 1099s and T-4s will be issued in the name of the Distributor.
If the Distributor wishes the Form to be issued in an entity name, Distributor
must provide the Company corporate office with the appropriate legal documentation
to support the entity and Distributor’s affiliation therewith. Documentation
must be submitted to
Distributor Services at 2B-1445 McGill Road, Kamloops, B.C., Canada, V2C 6K7
prior to the last day of the reporting calendar year end.
Distributors are allowed to have only one distributorship per Tax ID or per Social Security Number. This applies whether the Distributorship is held as an individual, partnership, or corporation. The Company reserves the right to terminate both Distributorships if the prohibition against double Distributorship is violated. (See exception - Marriage).
If an applicant wishes to apply as a corporation or partnership, the Company must receive a copy of the articles of incorporation or partnership agreement, including the SIN/SSN and a signed Application and Agreement for each partner, shareholder, director, and/or officer involved in the corporation or partnership. The corporation or partnership must disclose all general and limited partners, directors, officers, and/or shareholders. A partner must not have an interest in any downline other than the downline of the corporation or partnership. All legal documentation must be included with the original Application and Agreement. These documents include, but are not limited to, the Articles of Incorporation, charters, licenses, shareholder agreements, partnership agreements, and other legal information pertaining to the Distributorship. The Application and Agreement will not be processed without the proper documentation. Each partner, director, shareholder, or officer must agree to be personally bound by all Policies & Procedures.
No initial product purchase is required to become a Distributor. A Distributor is responsible for reading, watching and listening to online movies, and understanding and comprehending all literature, videos, audio tapes, and inserts. A Distributor may cancel their membership at anytime.
As a means of keeping Distributors informed of changes, updates, and/or enhancements to the Company marketing programs, the Company will, from time to time and in its sole discretion, contact the Distributor via email blasts, facsimiles, postal mailings, and telephone. By completion of the Application and Agreement, Distributor agrees to the acceptance of all Company contact as part of the Distributor compensation program. Distributors acknowledges their agreement to continue to accept all Company contacts during the duration of their Company Distributorships and waive their specific acknowledgement or authorization to accept such continuing contacts from the Company, their upline Distributor, or any affiliated entity.
As an exception to Double Distributorships, if two (2) existing Distributors marry, they may maintain their existing Distributorships providing that one spouse is not a direct sponsor of the other. In the event that one spouse is the sponsor of the other, they must merge their Distributorships by one spouse signing as co-applicant to the sponsoring spouse’s Distributorship. This must be accomplished within ninety (90) calendar days of the date of the marriage by submitting a copy of the marriage certificate to the Company Office and completing the process of adding the remaining spouse as a co-applicant.
Upon the death of a Distributor, the rights and responsibilities of that
Distributorship are passed on to the rightful heir. To affect the transfer
of the Distributorship, upon the death of a Distributor, the successor must
provide the following to the Company:
i. A certified copy of the original death certificate;
ii. A certified copy of the court order or other instrument legally establishing
the successor's right as the heir; and
iii. A completed and executed Agreement and Distributor Application signed
by the successor.
Upon the divorce of a married couple sharing a Distributorship, a certified
copy of the divorce decree must be provided to the Company Corporate office.
The Company must be notified as to which party will assume ownership of the
Distributorship as determined by a court of competent jurisdiction. Under
no circumstances will the downline of divorcing spouses be divided. Similarly,
under no circumstances will the Company split commission and bonus checks
between divorcing spouses. The Company will recognize only one Team Organization
and will issue only one commission check per Distributorship per commission
cycle. Commission checks shall always be issued to the same individual. In
the event that parties to a divorce are unable to resolve a dispute over
the disposition of commissions and ownership of the Company business, the
Agreement shall be involuntarily canceled.
i. If a former spouse has completely relinquished all rights in the original
Company business, he or she is thereafter free to become a Distributor under
any Sponsor of his or her choosing. In such case the party relinquishing an
interest may reapply, as required by the Policies & Procedures, as a new Distributor
and shall have no right to or over any Distributor of the original Compensation
Organization. The new business must be developed in the same manner as necessary
for all new Distributors.
Upon the dissolution of a corporate Distributorship or a Distributorship that is a partnership, the ownership of that Distributorship will be transferred pursuant to the agreement amongst the shareholders or partners or upon written notification of a court of competent jurisdiction.
A Distributor may not sell, assign, or otherwise transfer his or her Distributorship or any Company Confidential Information or Downline Information or any other licenses or permissions under this Agreement and any attempted transfer in violation of this provision shall be null and void.
Distributor are responsible for keeping all of their own personal information on their account current, including, but not limited to, address, name, phone, email address, and fax number.
CANADIAN RESIDENTS ONLY: In Canada, Company products are subject to Goods and Services Tax (“GST”).The Company will collect and remit all GST on product purchases to the Canada Customs and Revenue Agency.
All the Company Distributors are independent contractors. They are not employees of the Company, partners, or agents of the Company, nor are they purchasers of a franchise or a business opportunity. The agreement between the Company and its Distributor does not create an employer/employee relationship, agency, partnership, or joint venture, nor does this Distributorship Agreement, in any way, make the Company responsible for expenses incurred in the operation of that Distributor’s business. Distributors shall not be treated as employees for services or for tax purposes. The Distributor agrees to indemnify and hold harmless, the Company, from any and all liability including civil penalties, refunds, judgments, attorneys fees’, court costs, or lost business incurred as a result of a Distributor’s unauthorized representations. No Distributor has the authority (express or implied), to bind the Company to any obligation. Distributors determine their own business hours and methods of sale, providing their business practices are in strict compliance with the Company Policies & Procedures set out on the Company web site, and providing the Distributor does not commit any unfair or deceptive trade practices or violate any requirements of State, Provincial or Federal laws. It is the Distributor’s responsibility to understand and abide by the applicable state laws governing business transactions in their state of domicile.
Each Distributor will honestly and fairly represent the Company products and programs in all discussions, seminars, and meetings and in the distribution of promotional material given to customers, Distributors, or prospective Distributors. Distributors are prohibited from mis-stating or omitting any significant material facts or statements about the Company products or programs. Distributor shall make it clear that the Company programs are based upon the retail sales of the Company products, and that an individual will not be successful by sponsoring others without emphasis on retail sales. Each Distributor should emphasize that each Distributor operates as an independent contractor, and like any other independent business, each Distributor’s success or failure depends on that Distributor’s personal efforts. The Company does not guarantee its independent Distributor any particular income, profit, or success. Furthermore, Distributors are not permitted to make false claims about any of the Company products. Distributors are held solely responsible for any and all claims made against or about the Company, its programs, or products that are not contained in official company literature, labels, videos, or retail audio tapes.
Each Distributor hereby acknowledges with respect to income potential or experience, whether actual or hypothetical, that Distributors shall not make any promise, guaranty, example, projection, or reference of any kind or any manner to any prospective Distributor in connection with participation in the Company Program. Further, each prospective Distributor hereby acknowledges that no one has made any promise, guaranty, example, projection, or reference of any kind or manner to the prospective Distributor with respect to the income potential or participation in the Company Program or that any individual or Entity will derive any specific income or profit as a Distributor. In their enthusiasm to enroll prospective Distributors, Distributors may be tempted to make income claims, earnings representations, projections, or estimates to demonstrate the inherent power of the Compensation Plan. This is counterproductive because new Distributors may become disappointed very quickly if their results are not as extensive or as rapid as the results achieved by others. The making of income claims, examples, projections, or other references to income potential to a prospective Distributor may, in the sole and absolute discretion of the Company, result in termination of the Agreement and deactivation of any distributorship owned by the responsible party. Such termination will result in forfeiture of any commissions, bonus, or other compensation otherwise payable to the responsible Distributor, as more fully described elsewhere in these Policies & Procedures.
Moreover, the U.S. Federal Trade Commission and several states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials. Although Distributors may believe it’s beneficial to provide copies of checks, or to disclose their earnings or the earnings of others, such acts have legal consequences that can negatively impact the Company as well as the Distributor making the claim, unless appropriate disclosures are made, as required by law, contemporaneously with the income claim or earnings representation. Because Distributors do not have the data necessary to comply with the legal requirements for making income claims, a Distributor, when presenting or discussing the Company Program or Compensation Plan with a prospective Distributor, shall neither make income projections nor income claims of any kind or manner, nor disclose his or her Company income (including, but not limited to, the showing of checks, copies of checks, or bank statements), or otherwise refer to income potential of the Company business.
The Company Distributors are prohibited from shipping or transferring (mailing) the Company Products across the United States- Canadian border as it may violate the laws of both countries. This prohibition applies to the Company Distributor either shipping or mailing product across the US-Canada border. The legal reasons for this prohibition are that the Company Product labels and promotional materials are different in the United States from those in Canada. Canadian and US laws are substantively different in regard to product claims, product designations, product labels based on the different treatment of the Company products in the US and Canada. As such, the Company products that are packaged and sold in Canada are not meant for U.S distribution or sale to U.S. consumers. Similarly, U.S. packaged products may not meet the Canadian Bilingual labeling requirements and are not meant to be sold in Canada.
As a Company Distributor, you may be terminated by the Company immediately
if you:
i. Misrepresent the potential earnings or income derived from such activity;
ii. Misrepresent the benefits any person participating in such an activity
actually can receive from such activity;
iii. Misrepresent the amount of sales a person actually made or can potentially
make through such activity;
iv. Are found to be selling or marketing the Company to others or making false
or misleading claims about any of the Company products;
v. Engage in any activity prohibited under this Agreement;
vi. Make any claim to any Company property, including any claim of ownership
in any Company Materials, Downline Information, Company Confidential Information
or other Company intellectual property;
vii. Violate any of the terms or conditions of this Agreement.
viii. Distribute or otherwise offer any advertisements, promotions or representations
of any kind, whether verbal or written, that imply, directly or indirectly,
that employment is available or the existence of salaried or hourly positions
in order to recruit distributors or participants;
ix. Make “any false or misleading representation or omission of material fact”
in connection with the advertising, promoting, sale, or distribution; or
x. Fail to instruct all persons who are selling or marketing the Company distributorship
or products to others, to submit to the Company for approval, copies of all
advertising that they have published in newspapers or other media to recruit
others into joining the Company.
CAUTION: Termination based on any of the foregoing reasons will require return
of all commissions earned after the date of the first violation, and shall
be a waiver by the terminated Distributor of any and all claims to any other
compensation or Company benefits. Such termination also shall trigger all of
the other terms and conditions in this Agreement relating to post-termination
conduct and liability.
Every new applicant has the right to choose who will be his or her sponsor. Professional courtesy dictates that the prospective Distributor will be sponsored by the first Distributor who presented him or her with the complete Company business opportunity. If more than one Distributor claims to be the rightful sponsor, the Company shall honor the first signed original Application and Agreement received by the Company Corporate office. If the Distributor signed up through Distributor Services, online through the Company web site, or by faxing the Application and Agreement into the Company, it is necessary to mail the signed original to the Corporate Office within forty five (45) calendar days. If there is a discrepancy between the copy on file and the signed original received via mail, the mailed Application and Agreement will take precedence. Distributor are NOT PERMITTED OR ALLOWED TO CHANGE THEIR SPONSORS OR POSITIONS IN THEIR GENEALOGY FOR ANY REASON WHATSOEVER while maintaining the same Distributorship. This applies individually, exclusively, and independently to either of their Distributorships.
Distributors may sponsor others into the Company network as new Distributors. This sponsor has the responsibility of providing that person with sufficient training, support, and information about the Company’s products and programs. Distributors are required to maintain continual contact with his or her organization and keep them informed about all changes and updates.
Distributors shall not directly or indirectly solicit any person whom the Distributor knows or should have known is a Distributor of the Company to sell other products of any nature, by or through another direct sales plan, or attempt to build or establish a business that would cause a detrimental effect or be at the expense of other Company Distributors, their Company downline, or the Gateway Botanical Electroceuticals Inc.. Notwithstanding the foregoing, the Company shall have the exclusive right to offer new business opportunities to all Distributors and to modify its business model.
The Company hereby grants the Distributor a nonexclusive right based upon the terms and conditions contained in the Policies & Procedures, Compensation Plan and Application and Agreement. This includes the right to purchase inventory and to promote the Company products only in the countries in which the Company operates and in which the Distributor is authorized to work. A Distributor is allowed to sponsor new Distributors in the United States and Canada. The Company does not authorize the sponsoring of any new Distributorships in any other countries. A Distributor is not authorized to sell the Company products in a country in which the Company is not authorized to do business. Distributor cannot sell or ship the Company Products to any countries other than the United States and Canada. Any sale or shipment to other countries shall constitute an unauthorized sale under the terms of this clause subjecting the responsible Distributor to immediate termination of his or her Company Distributorship.
The Company is a corporation built on the quality of its products
and their use by consumers. The Company does not require Distributors
to maintain an inventory of products. Inventory loading is strictly
prohibited. Distributors are not permitted to purchase product quantities
in excess of that necessary for personal use, retail sales, and to
service the needs of downline Distributors. Distributors are prohibited
from encouraging new Distributors to purchase products for the sole
purpose of qualification. They are also prohibited from encouraging
Distributors to purchase products in excess of their business needs
in order for the sponsor to meet qualifications. In order to ensure
no inventory loading is occurring:
i. Each Distributor wishing to receive commissions under the Company’s marketing
plan must certify that seventy percent (70%) of products previously purchased
have been sold to or consumed by end users, that fifty-one percent (51%) of
products previously purchased will be sold to consumers that are not Company
distributors, and keep accurate records and receipts of monthly sales to specific
consumers. These records will be subject to inspection by the Company upon
reasonable notice. Each order placed by a Distributor constitutes the Distributor’s
reaffirmation to the Company of the foregoing. Each Distributor acknowledges
that the Company is relying on such certification in paying such Distributor
commissions.
ii. The Company will liberally apply its buy-back policy on rescission or termination
by the Distributor of his or her Distributorship, but the Company will not
repurchase products or issue refunds on products certified as having been consumed
or sold. Falsely representing the amount of product sold or consumed in order
to advance in the marketing plan shall be grounds for termination. To discourage
any Distributor from encouraging other Distributors to circumvent the inventory
loading prohibition, the Company may charge back to a terminating Distributor’s
upline any commissions, rebates, or bonuses paid on product returned from a
terminating Distributor.
Distributors must not tamper with or repackage any of the Company products. Distributors are responsible for notifying the Company immediately of any tampering with or repackaging of products. Any Distributor who is aware of such tampering, but fails to communicate this to the Company, may be subject to disciplinary action in conjunction with the alleged party at fault. Distributors may not re-label or repackage any Company products, sales aids, or Company provided materials.
The Company reserves the right to change pricing, and availability of products and sales aids without prior notice. It is the responsibility of the Distributor to stay current on all updated information from their upline and to communicate this information to their downline.
Company reserves the right to directly advertise its products to consumers and to provide all sales leads generated from said direct sales in accordance with the provisions as set forth above. Distributors acknowledge that company wishes to bring added product and company name recognition by this process and to facilitate the growth of the company and its sales which shall benefit the company and its distributor base.
Gateway Botanical Electroceuticals Inc. will accept listed credit
cards by Distributors to place orders for Company products. Credit
card payment shall only be accepted when the Distributor uses a credit
card account listed under their name as “holder” of that account. The
Company strongly advises that its Distributors not engage in the practice
of “ordering” product on behalf of customers or distributors. In the
event of an emergency, a Distributor may place orders under customer
credit cards but only if the Distributor complies with the following
procedure: The Distributor placing the order must present by facsimile
to the Company, prior to placing such order, a notarized statement
reflecting the following:
i. Statement from the credit card holder that they authorize the Distributor
to place orders on their behalf;
ii. Notarized signature of the holder
iii. Statement that this authorization is indefinite or that it expires on
a specific date
iv. Statement that the authorization is limited to a specific dollar amount
i. Orders may be placed:
a. Via facsimile (1-877-300-8786), but must be paid by bank/credit card
b. Via online through the Company web site: www.vitaltree.com
c. By calling the Company order line (1-877-300-8733)
d. By mailing to the Corporate Office at 2B-1445 McGill Rd. Kamloops, B.C.,
V2C 6K7
ii. Only orders accompanied by payment information will be processed. If payment
is not received at the time of ordering, the order will not be confirmed.
iii. To maintain accuracy when faxing or phoning in an order, DO NOT mail in
the original.
iv. Any other copies received after a fax or phone transaction will be treated
as new orders.
vi. DO NOT send cash with mail-in orders. The Company is not responsible and
is not liable for any orders containing cash payments.
viii. The Company will not and cannot make adjustments to the amount on checks,
money orders, or cashiers checks mailed into the Company office. Therefore,
if the total amount has been miscalculated, Distributor must make arrangements
for underpayments before the order can be entered.
ix. No orders will be confirmed until full payment has been received. Additional
monies owing due to underpayment may be made by check, money order, cashier’s
check, or you may make payment directly through Distributor Services by an
acceptable form of bank or credit card. In the case of an overpayment, a credit
will be issued to Distributor’s method of original payment.
x. A separate order must be placed for each Distributor order. Two or more
Distributors may not combine orders on the same order form.
xi. If an order is received that is incomplete or incorrect in any way, it
will not be processed. The Company will make every effort to contact the Distributor
within three (3) calendar days; however, if contact is unsuccessful, the order
will be returned by fax or mail and will not be processed.
xii. If ”Month End” falls on a regular business day, the deadline for orders
will be 11:59 PM that day. If “Month End” falls on a weekend, live order entry
lines will close at the regularly scheduled time, and fax orders will be accepted
until 11:59 PM Sunday.
A retail customer is one who purchases product directly from a Distributor.
All Distributors are required to keep a record of their retail sales, which may be audited upon notice by the Company. Each time a Distributor places an order, the Distributor implies that the or she is in compliance with all Company Policies & Procedures, including, but not limited to, certifying by each order that seventy percent (70%) of products previously purchased by the Distributor have been sold or consumed by end users of the product.
The Company requires each Distributor to provide retail customers with a written receipt for product purchased, a copy of which must become part of the personal record keeping by Distributor, and therefore; subject to an internal audit by the Company.