Policies and Procedures
1. INTRODUCTION
These Policies and Procedures (“Policies”) shall define the relationship between New U Life Corporation (“New U Life” or “Company”) and Independent Distributors (“Distributor” or “Distributors”). Each of Company and Distributor shall hereinafter individually be referred to as “Party” and jointly referred to as the “Parties.” The Policies incorporate by reference the New U Life Sales Compensation Plan (“Compensation Plan”), Distributor Application and Agreement Form (“Distributor Agreement”), and Business Application Form (applicable only to Distributors who enroll as a business entity), (each of which is attached as an exhibit hereto), in their current form and as may be amended from time to time at New U Life’s discretion. Each Distributor must read, understand, and adhere to the Policies. During sign-up, each Distributor will be asked the following:
“Do you agree to the Policies and Procedures as presented here?
You cannot continue without agreeing to Policies and Procedures.”
By selecting the button presented on screen, you are confirming that you have read, understood, and agree to be bound by the Policies. IF YOU USE A BUSINESS ENTITY AS THE DISTRIBUTOR, YOU AGREE TO BE BOUND ON BEHALF OF YOURSELF, THE BUSINESS, AND ANY ADDITIONAL OWNERS.
Any promises, representations, offers, or other communications not expressly set forth herein are of no force or effect.
a. Amendments to the Policies The Company may from time to time amend the Policies. Amendments shall be effective thirty (30) days after notice and publication of the amended provisions in each Distributor’s Back-Office, but amendments shall not apply retroactively to conduct that occurred prior to the amendment’s effective date. If a Distributor does not agree to an amendment, the sole recourse is to cancel the distributorship.
b. Policies Severable If any provision of the Policies, in current form or as amended, is held to be invalid, illegal, or unenforceable, only the invalid, illegal, or unenforceable portion(s) of the provision shall be severed from the Policies and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it follows the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of a Distributor against New U Life shall not constitute a defense to New U Life’s enforcement of any term or provision of the Policies.
c. Waiver Any waiver by either Party of any breach of the Policies must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach. The Company never forfeits its right to require a Distributor’s compliance with the Policies or with applicable laws and regulations governing business conduct. Only in rare circumstances will a policy be waived, and such waivers will be conveyed by the Director of Compliance or an officer of the Company. The waiver will apply only to that specific case and must remain confidential. The Company’s failure to enforce any policy with one Distributor does not waive the Company’s right to enforce such policy against other Distributors.
d. Elder Abuse New U Life is committed to protecting all our customers from fraud, and especially those over the age 70. Financial exploitation, including the use of undue influence to gain control of an older person’s debit and credit cards, benefits, resources, belongings, or assets, is a form of elder abuse and is strictly prohibited. Any Distributors found to engage in such practices will be terminated and reported to the appropriate authorities.
e. Foreign Corrupt Practices Act New U Life is committed to a culture where corruption and bribery are not tolerated. All Distributors must avoid conduct that would violate the Foreign Corrupt Practices Act (“FCPA”). Failure to comply with this Section is grounds for immediate termination.
f. Titles Not Substantive The titles and headings are for reference purposes only and do not constitute, and shall not be construed as, substantive terms of the Policies.
2. DISTRIBUTOR RIGHTS & OBLIGATIONS
a. Requirements to Become a Distributor
i. Be at least the age of majority in country of residence or otherwise as permitted by law; in the U.S. persons under age 18 may not be Distributors.
ii. Reside in a geographic area where the Company has been approved for business.
iii. Read and comply with the Distributor Agreement.
iv. Agree to the Distributor Agreement online.
v. Provide current and correct names, addresses, email addresses, and phone numbers. Complete an amended Distributor Agreement and contact Customer Support for any changes.
vi. Report to Company on an ongoing basis any changes which affect the accuracy of the Distributor Agreement Form. If the Company determines that the Distributor Agreement contains inaccurate or false contact or other information, it may immediately terminate Distributor or declare the Distributor Agreement null and void from its beginning.
b. Distributor Identification Number Distributors will be assigned a unique number (“ID Number”) after execution of the Distributor Agreement that will be used for the life of the Distributorship. BEFORE DISTRIBUTORS ARE ELIGIBLE TO RECEIVE COMMISSIONS, THEY MUST PROVIDE COMPANY WITH A VALID TAXPAYER NUMBER SUCH AS A SOCIAL SECURITY NUMBER, FEDERAL TAX IDENTIFICATION NUMBER, OR OTHER COUNTRY-SPECIFIC TAX IDENTIFICATION NUMBER THAT IS ASSOCIATED WITH THE ID NUMBER.
c. Rights of a New U Life Distributor
i. To sell, and solicit orders for, New U Life products in accordance with the Policies. It is within the exclusive right of New U Life to accept or reject orders submitted by Distributors.
ii. To enroll others as New U Life Distributors.
iii. To earn commissions pursuant to the New U Life Compensation Plan (if qualified).
d. General Conduct Distributors shall safeguard and promote the good reputation of New U Life and its products, must avoid all illegal, deceptive, misleading, disparaging, unethical, and immoral conduct or practices, and must exhibit high moral character in their personal and professional conduct. Distributors shall not engage in any conduct that may damage the Company’s business, goodwill, or reputation. While it is impossible to specify all misconduct that would be contrary to this provision, the following standards specifically apply to Distributor’s activities:
i. Deceptive conduct is always prohibited. Distributors must ensure that their statements are truthful, fair, accurate, and not misleading;
ii. If a Distributor’s New U Life business is canceled for any reason, the Distributor must immediately discontinue using the New U Life name, and all other New U Life intellectual property, and all derivatives of such intellectual property, in postings on all social media, websites, or other promotional material.
iii. Distributors may not represent or imply that any state or federal government official, agency, or body has approved or endorses New U Life, its program, or products.
iv. Distributors must not engage in any illegal, fraudulent, deceptive, disparaging, or manipulative conduct in their business or their personal lives, or associated with New U Life that, in the Company’s sole discretion, could damage the Company’s reputation or the culture that exists within the field sales force.
e. Independent Contractor Status and Relationship Distributors are independent contractors and not employees, partners, legal representatives, or franchisees of New U Life. Distributors are solely responsible for paying all expenses they incur, including travel, food, lodging, administrative, office, telephone, and other business expenses. In all written, graphic, or digital material used for New U Life business purposes, including, but not limited to, business cards, emails, and social media, Distributors must represent themselves as a “New U Life® Independent Distributor.” In verbal conversations with prospective Distributors and customers, Distributors must introduce themselves as a “New U Life Independent Distributor.” Distributors shall not lead anyone to believe that they are employees of New U Life. DISTRIBUTORS SHALL NOT BE TREATED AS NEW U LIFE EMPLOYEES FOR FEDERAL OR STATE TAX PURPOSES. New U Life is not responsible for withholding and shall not withhold or deduct FICA, or taxes of any kind from Distributors’ compensation. Distributors are not entitled to workers’ compensation or unemployment security benefits of any kind from New U Life.
3. SOCIAL MEDIA AND MARKETING
a. Distributor Social Media In addition to meeting all other requirements specified in the Policies, Distributors who utilize any form of social media in connection with their New U Life business, including but not limited to blogs, Facebook, X/Twitter, LinkedIn, Instagram, YouTube, or Pinterest, agree to each of the following:
i. Distributors are responsible for the content of all material that they produce and all their postings on any social media site, as well as all postings on any social media site that they own, operate, or control.
ii. Distributors shall not make any social media postings, or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party.
iii. No product sales or enrollments may occur on or through any social media site. To process sales or enrollments, a social media site must link only to the Distributor’s New U Life replicated website, New U Life’s corporate website, or an official New U Life corporate social media page.
iv. It is each Distributor’s responsibility to follow the social media site’s terms of use.
v. Any social media site that is directly or indirectly operated or controlled by a Distributor that is used to discuss or promote New U Life’s products or the New U Life opportunity may not link to any website, social media site, or site of any other nature that promotes the products, services, or business program of any direct selling company other than New U Life.
vi. A Distributor shall not take any action on any social media site on which they discuss or present, or have discussed or presented, New U Life’s products or the New U Life business that may reasonably be foreseen to draw an inquiry from New U Life’s Distributors relating to the Distributor’s other direct selling business activities or products.
vii. If a Distributor creates a business page on any social media site that promotes or relates to New U Life, its products, or opportunity, the page may not promote or advertise the products or opportunity of any other network marketing business. If the Distributor’s New U Life business is canceled for any reason or if the Distributor becomes inactive, the Distributor must deactivate the page.
viii. Distributors shall respect the privacy of other social media users. Distributors shall not engage in abusive social media practices including but, not limited to, harvesting or trolling for connections, shaming or bullying others, or disparaging competitors.
b. Distributor Web Sites and Mobile Applications Official New U Life-supplied replicated websites and mobile applications (if applicable) are the only online forums through which New U Life products may be sold and New U Life Distributor enrollments may be transacted. Distributor-created websites and mobile applications shall be collectively referred to as “website(s)” or “site(s).” Prohibited online forums include, but are not limited to, Distributors’ external websites, online auctions, and classified listings. Notwithstanding the foregoing, Distributors may create one website to promote their New U Life business and New U Life products, but such website must comply with the following:
i. The site must be directed to the Distributor’s replicated website to process sales and/or enrollments.
ii. All external websites must clearly and conspicuously identify the Distributor who is operating the website and must clearly and conspicuously disclose that they are a New U Life Independent Distributor, and that the site is not New U Life’s corporate website. Websites that do not identify the Independent Distributor who is the promoter of the site and/or that they are promoting New U Life’s products or the New U Life opportunity (so called “blind” websites), are not permitted.
iii. Upon cancellation of the Distributor’s Agreement for any reason, the former Distributor must immediately remove the site from the internet.
iv. The website must exclusively promote New U Life’s products and New U Life’s opportunity.
v. The website must comply with all requirements and restrictions set forth herein.
vi. Prior to going live with a website, the Distributor must submit a beta site to the Company for review and receive the Company’s written authorization to use the website. Following approval, any amendments to the site must also be submitted to the Company and receive additional written approval before going live.
c. New U Life Rights New U Life reserves the right to rescind approval for any approved website, and Distributors waive all claims against New U Life, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission.
d. Distributor Created Material (“Sales Tools”) All Distributor-created Sales Tools must be submitted to the Company and receive written approval before they can be used or made public (this includes, but is not limited to, all printed materials, flyers, brochures, posters, and videos). Distributors should not use or include any third-party copyrighted or trademarked materials, images or other protected content when creating Sales Tools. Distributors who receive written authorization from New U Life to produce and publish Sales Tools may make approved Sales Tools available to other Distributors free of charge if they wish but may not sell the Sales Tools to other New U Life Distributors. Any sale or attempt to sell Sales Tools to another Distributor will result in the termination of the offending Distributor’s New U Life business. New U Life reserves the right to rescind approval for any approved Sales Tools, and Distributors waive all claims against New U Life, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission. Approved Sales Tools may be posted in the Marketing Library section of the Distributor’s Back-Office and may be available for all Distributors to use free of charge. The Distributor(s) who created the Sales Tools grant New U Life and other Distributors an irrevocable license to use the Sales Tools for New U Life business purposes at the Company’s discretion, and waives all claims, including but not limited to, intellectual property right claims, and/or claims for remuneration against New U Life, its officers, directors, owners, agents, and other Distributors for such posting and/or use of the Sales Tools.
e. Media Inquiries In any interaction with any form of media, Distributors may only speak about their New U Life independent business and shall clearly state that they are an independent Distributor for New U Life and not authorized to speak on behalf of the Company.
f. Waiver of Right of Publicity Distributors grant New U Life an irrevocable license to reproduce and use their name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including, but not limited to, use in online forums. Distributors waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material.
g. Intellectual Property New U Life is the sole and exclusive owner or licensee of all New U Life intellectual property, including product names, trademarks, trade names, domain names, trade dress, patents, copyrights, and trade secrets (collectively “Intellectual Property”). Unless otherwise communicated by the Company, Distributors are granted a limited license to use Intellectual Property to advertise New U Life’s products and to promote their New U Life business, in accordance with the Policies. Distributors may not use any Intellectual Property for any other purpose. A Distributor’s limited license to use Intellectual Property is revoked immediately upon termination of their Distributorship for any reason, whether voluntary or involuntary. Upon the revocation of the limited license, the Distributor shall immediately discontinue using Intellectual Property, return all hard copies of Intellectual Property to the Company, and permanently delete any electronic copies of Intellectual Property. Distributors may not:
i. Attempt to register or sell any Intellectual Property in any country;
ii. Use any Intellectual Property, or any derivative or confusingly similar variation thereof, in any legal entity name, email address, website domain name, social media handle, address, or Sales Tools without express written permission from New U Life;
iii. Record or reproduce audio or visual materials from any New U Life corporate function or presentation by any New U Life employee, representative, or other Distributors;
iv. Publish, or cause to be published, in any written or electronic media, the name, photograph or likeness, copyrighted materials, or property of individuals associated with New U Life, without express written authorization from the individual and/or New U Life.
4. SALES AND COMMISSIONS
a. Adherence to the Policies Distributors must be in good standing, and not in violation of the Policies, to be eligible for bonuses or commissions from New U Life.
b. Discounting and Wholesaling Product To support the Company’s direct selling distribution channel and to protect the independent contractor relationship, Distributors agree that they will not sell New U Life products in any wholesale, warehouse, or discount establishment, or any online auction or buy-sell site (including but not limited to eBay, Amazon, and Taobao) or any facility whose business primarily obtains revenue from product sales to walk-in traffic without prior written approval from New U Life. Notwithstanding the foregoing, Distributors may display and sell New U Life products at professional trade shows.
c. Service-Related Establishments Distributors may promote and sell New U Life products in service-related establishments. A service-related establishment is one whose primary revenue is earned by providing personal service rather than by selling products. Such establishments include offices of doctors, dentists, and other health professionals; health clubs or fitness centers; beauty salons; and any other business where customer use of the establishment is controlled by membership or appointment. New U Life reserves the right to make the final determination as to whether an establishment is service-related or is a proper place for the sale of its products. Any New U Life signage or marketing materials should remain inside the establishment and should not be visible from the street, hanging from the windows or doors, or permanently affixed to the building.
d. Trade Shows Upon written approval of the Company, a Distributor may rent a booth or set up an exhibit at a Company-approved trade show or convention. The trade show theme must be directly related to the Company business. Distributors should only use Company-produced materials. Distributors must make it clear that they are independent Distributors and not employees of the Company. Distributors should only be promoting or offering New U Life products and the business opportunity. Only one Distributor is allowed to participate per trade show. Swap meets, flea markets, garage sales, and other similar events are not considered a trade show.
e. Bonus Buying Distributors may, but are not required to, carry an inventory of New U Life products for resale. All products can be shipped directly from the Company to the customer. BONUS BUYING IS STRICTLY PROHIBITED. Bonus buying includes the purchase of merchandise for any reason other than bona fide resale or use, or any mechanism or artifice to qualify for rank advancement or maintenance, incentives, prizes, commissions, or bonuses that are not driven by bona fide product purchases by end user consumers for actual use. The majority of products purchased should be for personal use. A general rule is that 70 to 80% of all products purchased should be personally consumed or sold.
f. Adjustment to Bonuses and Commissions Compensation stemming from product sales is fully earned when the applicable return, repurchase, and chargeback periods applicable to product sales have all expired. If a product is returned to New U Life for a refund or is repurchased by the Company, or a chargeback occurs, the compensation attributable to the returned or repurchased product(s) will be recovered by the Company. Unearned compensation will be deducted, in the month in which the refund is issued or the chargeback occurs and continue every pay period thereafter until the commission is recovered from the upline Distributors who received bonuses and commissions on the sales of the refunded products.
g. Reporting Commission Errors If a Distributor believes that New U Life has made an error in their compensation or any other error that impacts the Distributor’s income, they must report it to the Company in writing within sixty (60) days from the date on which the alleged error occurred. New U Life shall not be responsible for making changes or remunerating Distributors for errors reported more than sixty (60) days after the error occurs.
h. UWallet
i. May be used for all New U Life-related ordering.
ii. UWallet funding is subject to a monthly limit of fifty thousand dollars ($50,000).
iii. Funds may not be transferred to other New U Life accounts.
iv. Commissions are not paid on products purchased with product credits. Product credits are non-refundable.
v. UWallet credits may be purchased using approved payment methods.
vi. UWallet balances are subject to audit.
vii. Upon cancellation of a distributorship, any UWallet credit balance will be forfeited where permitted by law.
i. Court Orders New U Life reserves the right to withhold or reduce any Distributor’s compensation as it deems necessary to comply with any garnishment or court order directing New U Life to retain, hold, or redirect such compensation to a third-party.
5. DISTRIBUTOR BEST PRACTICES
a. Product Claims and Testimonials Distributors may not make any express or implied claim, representation, or testimonial that New U Life’s products may be used to prevent, cure, treat, mitigate, or diagnose any disease, illness, allergy, injury, or pain, unless expressly authorized by Company as noted in the Company’s Sales Tools and Literature. Distributors may only make the specific product-related claims and representations published in the Company’s Sales Tools and Literature, and that have been approved by the Company for use in the authorized market where Distributors are making the claims. Distributors may not claim or imply that New U Life’s products are registered with or approved by the U.S. Food and Drug Administration (FDA) or any regulatory authority without the Company’s express written consent and confirmation.
b. Income Claims When presenting or discussing the New U Life opportunity or Compensation Plan to a prospective distributor, Distributors may not make income projections, income claims, income testimonials, or disclose their New U Life income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records), or the income of any other New U Life Distributor. Nor may Distributors make “lifestyle” income claims. A “lifestyle” income claim is a statement or depiction that implies or states that the Distributor can enjoy a luxurious or successful lifestyle due to the income they earn from their New U Life business. Examples of prohibited lifestyle claims include, but are not limited to, representations (either through audio or visual medium) that a Distributor was able to quit their job, acquire expensive or luxury material possessions, or travel to exotic or expensive destinations.
c. Compensation Plan and Program Claims When presenting or discussing the New U Life Compensation Plan, Distributors must make it clear to prospects that financial success in New U Life requires commitment, effort, and sales skill. Conversely, Distributors must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include, but are not limited to:
i. It is a turnkey system.
ii. The system will do the work for you.
iii. Just get in and your downline will build through spillover.
iv. Just join and I will build your downline for you.
v. The Company does all the work for you.
vi. You do not have to sell anything.
vii. All you must do is buy your products every month.
viii. This is a franchise opportunity.
The above are just examples of improper representations about the Compensation Plan and the Company’s program. Distributors may not make these or any other representations, that could lead a prospect to believe that they can be successful as a Distributor without commitment, effort, and sales skill.
d. Solicitation and Recruiting New U Life Distributors are free to participate in other network marketing programs. For so long as a Distributor’s Agreement is in effect, however, a Distributor may not directly or indirectly recruit other New U Life Distributors for any other network marketing business. The term “Recruit” means the direct or indirect, actual or attempted, sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, another New U Life Distributor to enroll or participate in another network marketing opportunity. This conduct constitutes recruiting even if the Distributor’s actions are in response to an inquiry made by another Distributor or customer or if a recruited Distributor joins another network marketing business as a Distributor to obtain the lowest price on such company’s products or services.
e. Post-Cancellation Solicitation Prohibited To the extent permitted by law, a former Distributor shall not directly or through a third party solicit any New U Life employee or Distributor to enroll in any direct sales, network marketing, or multi-level marketing program or opportunity for a period of one (1) year following termination or cancellation. This provision shall survive cancellation or termination of the Policies.
f. Special Obligations Under Diamond Code Once a Distributor has reached the rank of Diamond, the Distributor is publicly recognized in corporate materials and events and promoted as a key leader with New U Life. As such, to retain the rank of Diamond, a Distributor must agree to:
i. Be positive in their dealings with New U Life.
ii. Always act with integrity.
iii. Attend New U Life Events and act professionally and as a leader while in attendance.
iv. Not be involved/or perceived to be involved with any other Direct Sales company – this includes building, hold a spot, investing in, posting about, or supporting another direct sales company – without prior notice to and approval of New U Life. A Diamond Distributor who is involved with another Direct Sales company or in the future engages in any business development activity for another direct sales company, shall provide immediate notice to the Company. In its sole discretion, the Company may approve or disapprove of such involvement or engagement, and terms and conditions. Failure to notify the Company is considered a violation of the Policies and may result in the Company taking additional action against a Distributor’s distributorship, including termination of a Distributor’s account.
g. Other Network Marketing Programs If a Distributor is engaged in another network marketing program, it is the responsibility of the Distributor to ensure that their New U Life business is operated entirely separately and apart from all other businesses and/or network marketing programs. To this end, a Distributor must not:
i. Display New U Life promotional material, sales aids, or products with, or in the same location as, any non-New U Life promotional material or sales aids, products, or services.
ii. Offer the New U Life opportunity, products, or services to prospective or existing customers or Distributors in conjunction with any non-New U Life program, opportunity, or products.
iii. Offer, discuss, or display any non-New U Life opportunity, products, services, or opportunity at any New U Life-related tradeshow, meeting, seminar, convention, online seminar, teleconference, or other function.
h. Change of Sponsor The only means by which a Distributor may legitimately change their sponsor is by voluntarily canceling their New U Life business in writing and remaining inactive for six (6) months. The Distributor will lose all rights to their former downline organization upon cancellation. Following the six (6) months cancellation period, the former Distributor may reapply under a new sponsor. If there is an error made during sign-up, the Distributor will have seventy-two (72) hours to contact the company and correct the error.
i. Improper Change of Sponsor In cases where a Distributor improperly changes their sponsor, New U Life reserves the sole and exclusive right to determine the final disposition of the downline organization developed by the Distributor in their second line of sponsorship. DISTRIBUTORS WAIVE ANY AND ALL CLAIMS AGAINST NEW U LIFE, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM NEW U LIFE’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW A DISTRIBUTOR WHO HAS IMPROPERLY CHANGED THEIR SPONSOR.
j. Enticement and/or Line Switching Distributor may not encourage, entice, or otherwise assist another Distributor to transfer to a different Sponsor. To do so constitutes an unwarranted and unreasonable interference with the contractual relationship between the Company and its Distributors. This prohibition includes, but is not limited to, offering financial or other tangible incentives for another Distributor to terminate an existing Distributorship and then re-sign under a different Sponsor.
k. Manipulation of Compensation Plan The Compensation Plan is essential to the Company. Distributors must adhere to and follow this plan. Distributors may not, in any form, use false names, identification numbers, false addresses, or false distributorships for place holders, buy excessive amounts of product to maintain title, duplicate existing accounts, or use any other form of manipulation that violates the spirit or intent of the Compensation Plan.
l. Inducement to Violate Policies Distributors shall not directly or indirectly induce, encourage, or assist another Distributor to violate the Policies.
m. International Activities Distributors may not sell New U Life products or conduct business activities of any nature in any foreign country that the Company has not announced is officially open for business.
i. Distributors may only have a distributorship in a market that is officially open and one where they legally reside and are authorized to conduct business.
ii. Distributors must not ship large quantities of products from an open market to an unopened market. This may cause issues at customs and hinder or even prevent the official opening of this market.
iii. Pre-marketing activities of any kind are not allowed in any country where New U Life is not officially open. Any violation of this policy will result in Disciplinary Sanctions.
n. Confidential Information “Confidential Information” includes, but is not limited to, the identities, contact information, and/or sales information relating to New U Life’s Distributors and/or customers: (a) that is contained in or derived from any Distributors’ respective Distributor Back-Office; (b) that is derived from any reports issued by New U Life to Distributors to assist them in operating and managing their New U Life business; (c) to which a Distributor would not have access or would not have acquired but for their affiliation with New U Life; and/or (d) any information gathered using New U Life’s intellectual property or goodwill. Confidential Information also constitutes any proprietary business information belonging exclusively to New U Life and is provided to Distributors in strict confidence. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than the Distributor’s use in building and managing their Independent New U Life business.
o. Handling Personal Information If a Distributor receives Personal Information from or about prospective Distributors or customers, it is Distributor’s responsibility to maintain the security of such information. Distributors should shred or irreversibly delete others’ Personal Information once the Distributor no longer needs it. Personal Information is information that identifies or permits a Distributor to contact an individual. It includes name, address, email address, phone number, credit card information, social security or tax identification number, and other information associated with these details for any customer, potential customer, Distributor, or prospective distributor.
p. Limitations on Distributor and Household Businesses Distributors may own, operate, control, or have an interest in, only one New U Life business, and there may be only one New U Life business in a household. Distributors who marry or cohabitate after building their separate New U Life businesses are exempt to the extent that their businesses remain entirely separate. New U Life reserves the right to use corrective measures, including termination, in the event of an actual or perceived conflict of interest.
q. Actions of Third Parties If a third party acting on behalf of or with the active or passive assistance of a Distributor engages in conduct that would be a violation of the Agreement, the conduct of the third-party may be imputed to the Distributor.
r. Tampering with Product Packaging New U Life products must be sold in their original packaging. Distributors shall not alter the original packaging or labeling.
s. Negative Comments Complaints and concerns about New U Life should be directed to the Customer Service Department. Distributors must not disparage, demean, or make negative remarks to third parties or other Distributors about New U Life, its owners, officers, directors, management, employees, other New U Life Distributors, Sales Tools, or the Compensation Plan. Company and Distributor agree specifically not to demean, discredit, or criticize one another on the Internet or any other public forum.
t. Sales Receipts Distributors must provide retail customers that purchase merchandise directly from the Distributor with an official New U Life sales receipt at the time of the sale and advise them of the three-day right to rescind the transaction, which is set forth on the receipt. Distributors must maintain all retail sales receipts for two (2) years and furnish them to New U Life at the Company’s request. Sales receipts can be downloaded in PDF format from the Distributor’s Back-Office. Retail customers who purchase from a Distributor’s replicated website need not be provided with a sales receipt as it will automatically be sent by the Company via email when the order is placed.
u. Travel Distributors understand that while traveling to or from Company-related meetings, events, activities, workshops, retreats, or gatherings, they do so as a part of their own independent business and not in any manner as an employee, representative, or agent of the Company, notwithstanding an invitation from, or agreement with, the Company to attend. Distributors assume all risk and responsibility for such travel.
6. DISCIPLINARY SANCTIONS
Violation of the Policies including, but not limited to, disparaging Company, cross-recruiting, post-cancellation solicitation, misuse of Confidential Information, any illegal, fraudulent, deceptive, negligent, or unethical business practice, or any act or omission by a Distributor that the Company reasonably believes may damage its business, reputation, or goodwill may result in the suspension or termination of the Distributor or the Distributor’s New U Life business, and/or any other disciplinary measure that New U Life deems appropriate to address the misconduct. In situations deemed appropriate by New U Life, the Company may institute legal proceedings for monetary and/or equitable relief outside of the Dispute Resolution provisions herein.
7. TERM AND TERMINATION
a. Term and Renewal
i. Subject to prior cancellation or termination, the Term of the Policies is one (1) year from the execution date of the Distributor Agreement, except for the non-disparagement, non-solicitation, publicity waiver, and confidentiality obligations, which survive termination to the extent permitted by law.
ii. The Term automatically renews for additional one (1) year periods as long as a Distributor remains Active (as defined below).
iii. Renewal fees for the Distributor’s Back-Office shall be charged to the credit card on file with the Company.
iv. Distributors will be notified about thirty (30) days before the credit card renewal charge.
b. Termination
i. New U Life reserves the right to terminate all Distributor Agreements upon thirty (30) days’ notice if the Company elects to:
(1) cease business operations;
(2) dissolve as a business entity; or
(3) terminate distribution of its products and/or services via direct selling channels.
ii. New U Life may terminate Distributor Agreements for Distributors who have been inactive for over one (1) year. Any commissions remaining in the Distributor’s account will be forfeited where permitted by law.
iii. New U Life may terminate a Distributor for violation of any provision of the Policies. At the Company’s sole discretion, a Distributor terminated for cause may be ineligible to re-apply.
iv. If a Distributor has been terminated and wishes to continue business activities with the Company, the Distributor must wait six (6) months before petitioning the Company and requesting that they be allowed to apply to become a Distributor again.
8. INDEMNIFICATION
a. Indemnification Distributors agree to indemnify New U Life for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements, or payments of any other nature that New U Life incurs resulting from or relating to the Distributor’s violation of the Policies including, but not limited to disparaging the Company, cross-recruiting, post-cancellation solicitation, or misuse of Confidential Information, any illegal, fraudulent, deceptive, negligent, or unethical business practice, or any act or omission by the Distributor that the Company reasonably believes may damage its business, reputation, or goodwill. NEW U LIFE MAY ELECT TO EXERCISE ITS INDEMNIFICATION RIGHTS THROUGH WITHHOLDING ANY COMPENSATION OTHERWISE PAYABLE TO THE DISTRIBUTOR SUCH AS BALANCES IN DISTRIBUTOR’S UWALLET OR OTHER PAYMENT APPLICATION OR TOOL. DISTRIBUTOR AGREES THAT THIS SETOFF RIGHT IS REASONABLE AND WAIVES ALL RELATED CLAIMS AND DEFENSES ACCORDINGLY. This right of setoff shall not constitute New U Life’s exclusive means of recovering or collecting funds due New U Life pursuant to its right to indemnification.
9. MERCHANDISE RETURNS AND REFUNDS
a. Product Refunds and Exchanges Unless otherwise required by applicable law, and except for Maintenance Packs, Distributors will receive one hundred percent (100%) of the purchase price, less a twenty five percent (25%) restocking fee for two bottles or more, plus applicable, prepaid taxes, less applicable bonuses, on unopened and resalable products. Distributors must return products within sixty (60) days of the order date. The Company does not refund the original shipping costs on products that the Distributor returns. Distributors should allow three (3) business days for the refund to be processed once the Company has received the returned product. A Maintenance Pack is not refundable unless the product is damaged or defective.
The Company will refund or exchange (without restocking fee) any products purchased directly from the Company that are defective if the Distributor notifies the Company within thirty (30) days from the date of purchase. Company may require photographic proof or other evidence of defect prior to return.
Please see https://newulife.com/us/en/returns-and-cancellations/ for product return form.
i. North Dakota—A North Dakota resident aged 65 and over may cancel their Starter Kit purchase within fifteen (15) days and receive a full refund.
ii. Alaska—An Alaska resident may cancel their Starter Kit purchase within five (5) business days and receive a full refund.
b. Return of Merchandise & Sales Aids by Distributors Upon Cancellation or Termination Upon cancellation or termination of Distributor’s Agreement, Distributor may return Sales Tools and merchandise such as New U Life branded t-shirts, mugs, and gifts that they personally purchased from New U Life within twelve (12) months prior to the date of cancellation (the one-year limitation shall not apply to residents of Maryland, Massachusetts, and Wyoming) so long as the merchandise is in currently marketable condition. The goods must be returned within thirty (30) days from the date of the Distributor’s cancellation or termination. Upon the Company’s receipt of returned merchandise and confirmation that it is currently in marketable condition, the Distributor will be reimbursed 90% of the net cost of the original purchase price(s). Shipping and handling charges will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. Merchandise is in “currently marketable condition” if it is unopened, unused, and packaging and labeling have not been altered or damaged. Merchandise that is clearly identified at the time of sale as nonreturnable, closeout, discontinued, or as a seasonal item, or which has passed its commercially reasonable shelf-life, is not in currently marketable condition. Back Office and Replicated website fees are not refundable except as may be required under applicable state law.
10. MEMBERSHIP CANCELLATIONS
a. Right to Cancel A Distributor has the right to cancel at any time, regardless of the reason. Cancellations must be submitted in writing to the Company at its principal business address or via the Distributor’s Back Office. The written notice must include the Distributor’s signature, printed name, address, and Distributor I.D. Number. If the Distributor is also on the auto-ship program, the Distributor’s auto-ship order shall also be canceled unless the Distributor also specifically requests that their customer auto-ship agreement remain in effect. A Distributor may also cancel their New U Life business by failing to renew the Distributor Agreement on its annual anniversary date or by withdrawing consent to contract electronically.
b. State-Specific Cancellations
i. Maryland Residents: A Distributor may cancel the Distributor Agreement for any reason within three (3) months after the date of receipt of goods or services first ordered. Upon cancellation, the Company shall repurchase the goods; and the repurchase price shall be at least 90% of the original price paid by the participant.
ii. Montana Residents: A Montana resident may cancel the Distributor Agreement within fifteen (15) days from the date on which the Distributor Agreement was executed. Upon return of the Starter Kit within such time, the Montana resident is entitled to a full refund for the Starter Kit and for any other consideration they paid within such time to participate in the business opportunity.
iii. Louisiana, Massachusetts, and Wyoming Residents: If a Distributor cancels their Distributor Agreement, upon receipt of Distributor’s written request, New U Life will refund 90% of the costs Distributor has incurred to participate in the program during the current year.
c. Effect of Cancellation A Distributor whose business is canceled for any reason will lose all Distributor rights, benefits, and privileges. This includes the right to represent themselves as an Independent New U Life Distributor, to sell New U Life products and services, and to receive commissions, bonuses, or other income resulting from their own sales and the sales and other activities of the Distributor’s downline. There are no whole or partial refunds for products that are not currently marketable, Distributor’s Back-Office, replicated website, or renewal fees, if a Distributor’s business is canceled.
11. SALE OR TRANSFERS
a. Transfer Procedures Unless otherwise authorized in writing by New U Life, Distributors who wish to sell or transfer their business must: (a) be active (140 PV within the last thirty (30) days); (b) be in good standing with the Company; (c) affirm that the transferee does not have a current, active distributorship; and (d) receive New U Life’s prior written approval before the account may be transferred. Requests to transfer an account must be submitted in writing to the Genealogy Department at genealogy@newulife.com. It is within New U Life’s sole discretion whether to allow a sale or transfer, but such authorization shall not be unreasonably withheld. However, no account that is on disciplinary probation, suspension, or under disciplinary investigation may be transferred unless and until the disciplinary matter is resolved. A transfer and processing fee will be assessed upon written approval of the transfer. Distributors should review the Transfer Agreement (accessible in the Distributor’s Back Office or through New U Life customer service) for additional details. Prior to transferring an account to a third party, a Distributor must offer New U Life the right of first refusal to purchase the business on the same terms as negotiated with a third party. The Company shall have ten (10) days to exercise its right of first refusal. All commissions earned before the transfer must be settled before the transfer can be completed. earnings.
b. Assignment of Rights and Delegation of Duties Distributors may not assign any rights under the Distributor Agreement without the prior written consent of New U Life. Any attempt to transfer or assign the Distributor Agreement without the express written consent of New U Life renders the Distributor Agreement voidable at the option of New U Life and may result in termination of the Distributor’s New U Life business. If the assets of New U Life, or a controlling ownership interest in New U Life, is transferred to a third party, New U Life may assign its rights and delegate its duties and obligations under the Distributor Agreement to such third party as part of the sale or transfer.
c. Transfer From One Open Market to Another A Distributor may need to transfer their distributorship from one open market to another. This type of transfer should be used on a limited basis and can only happen if a Distributor has moved and can provide proof of residency. If it is discovered that the distributorship is being moved to another market to avoid taxes or for other forms of manipulation, the Company has the right to cancel the distributorship. All market transfers will be reviewed by the Company, and the Distributor will be notified of the decision.
d. Transfer Upon a Distributor’s Death A Distributor may devise their business to their heir(s). Because New U Life cannot divide commissions among multiple beneficiaries, if there are multiple beneficiaries, they must form a business entity (corporation, LLC, partnership, etc.), and New U Life will transfer the business and issue commissions to the business entity. The Company recommends obtaining professional advice on the best way to set this up. In the case of a business transfer via testamentary instrument, the beneficiary of the business must provide New U Life with certified letters testamentary and written instructions of the trustee of the estate, or an order of the court, that provides direction on the proper disposition of the business. The beneficiary must also execute and submit to the Company a New U Life Distributor Agreement within thirty (30) days from the date on which the business is transferred by the estate to the beneficiary or the business will be canceled. The Company may require a death certificate, statement from the family, information regarding the trust and executor, or any additional documentation necessary to complete the transfer.
e. Business Distribution Upon Divorce New U Life is not able to divide commissions among multiple parties, nor is it able to divide a downline organization. Consequently, in divorce cases, any settlement or divorce decree must award the business in its entirety to one party. New U Life will recognize as the owner of the business the former spouse who is awarded the business pursuant to a legally binding settlement agreement or decree of the court. The former spouse who receives the New U Life business must also execute and submit a New U Life Distributor Agreement within thirty (30) days from the date on which the divorce becomes final or the business will be canceled.
f. Dissolution of a Business Entity New U Life is not able to divide commissions among multiple parties, nor is it able to divide a downline organization. Consequently, in the event of dissolution of a business entity that operates a New U Life business, the owners of the business entity must instruct the Company on the identity of the proper party who is to receive the business. The New U Life business must be awarded to a single individual or entity that was previously recognized by the Company as an owner of the business entity; the Company cannot divide the business among multiple parties or issue separate commission payments. If the business entity wishes to sell or transfer its New U Life business, it must do so pursuant to Section 8.1. In addition, the recipient of the New U Life business must also execute and submit a New U Life Distributor Agreement to the Company within thirty (30) days from the date of the dissolution of the business entity or the business will be canceled.
12. DISPUTE RESOLUTION
If a dispute arises between a Distributor and New U Life relating to the Distributor Agreement, the Policies, the New U Life business, or the rights and obligations of either Party, the Parties shall resolve the dispute through binding arbitration as set forth below.
a. Dispute Resolution Procedures
i. All disputes and claims relating to the Company shall be submitted for resolution to binding arbitration in Salt Lake City, Utah, in accordance with the rules of the American Arbitration Association (“AAA”), unless the laws of the jurisdiction in which the Distributor resides expressly require otherwise. This provision covers disputes and claims involving the Company, Distributors, and all their respective shareholders, officers, directors, employees, contractors, representatives, and agents.
ii. In agreeing to arbitrate all claims, Distributors recognize and agree to waive the right to a trial in court and/or by a jury. Any dispute regarding whether a claim is subject to arbitration or relating to the interpretation or enforceability of this provision will be resolved by the AAA.
iii. For claims of $1,000,000 or less, there will be one neutral arbitrator who needs to be an attorney at law with at least ten years of expertise in matters relating to the direct selling industry, selected from the panel provided by the AAA. For claims greater than $1,000,000, there will be a panel of three neutral arbitrators comprised of at least one former state or federal judge and at least one attorney with at least ten years of expertise in matters involving the direct selling industry. Arbitrator selection will be conducted in accordance with AAA rules.
iv. The arbitrator will have no authority to award punitive damages, indirect damages, consequential damages, special damages, or any other damages or civil penalties not measured by the prevailing Party’s actual damages, and may not make any ruling, finding, or award that does not conform to the Policies. The standard of proof in any arbitration shall be clear and convincing evidence.
v. Each Party to the arbitration will be responsible for its own costs and expenses, including legal and filing fees. If, however, any damages awarded are greater than $1,000,000 or the arbitrator(s) determines that the claims are frivolous, the arbitrator(s) shall require that the losing party pay the prevailing party’s costs and expenses of arbitration, including legal, expert, and filing fees, and costs.
vi. Any arbitration proceeding must be commenced no later than one year after the controversy or claim arose. Failure timely to commence an arbitration proceeding constitutes both an absolute bar to the commencement of an arbitration proceeding and a waiver of the controversy or claim. The arbitration shall start no later than three months from the date the arbitrator(s) is appointed. The decision of the arbitrator(s) will be final and binding upon the Parties. An appeal will be permitted only if any damages awarded exceed $2,000,000. In such instances, the AAA rules will govern the appeal.
vii. Nothing in the Policies shall prevent the Company from applying to and obtaining from any court of competent jurisdiction a writ of attachment, temporary restraining order, preliminary injunction, permanent injunction, or other available relief to safeguard and protect the Company’s interest at any time. The existence of a Distributor’s claim against the Company does not preclude the Company from enforcing the Distributor’s obligations under the Policies.
viii. This agreement to arbitrate shall survive termination of the Distributor Agreement.
b. Confidentiality The arbitration will be conducted confidentially. With the exception of discussing the claims with their counsel and bona fide witnesses to the dispute, neither Party shall verbally or in writing discuss, publish, or otherwise disseminate the claims, allegations, merits, evidence, positions, pleadings, testimony, rulings, awards, orders, issues, or any other aspect of the dispute (“Arbitration Materials”) to any third party, including but not limited to disclosure on the internet or on any social media or blog platform, prior to, during, or after any phase of the dispute resolution process unless a specific exemption contained herein applies. The Parties agree to take all steps necessary to protect the confidentiality of the Arbitration Materials in connection with any court proceeding, to use their reasonable best efforts to file any court proceeding permitted herein and all documents containing confidential information under seal, and to the entry of an appropriate protective order encompassing the confidentiality terms of this arbitration agreement.
c. Liquidated Damages for Breach of Confidentiality Obligation If a Party violates its confidentiality obligations, the nonbreaching Party shall incur significant damages to its reputation and goodwill that shall not be readily calculable. Therefore, if a Party, its attorneys, agents, or a proxy of a Party breaches the confidentiality provision of this dispute resolution provision, the following shall apply:
i. The non-breaching party shall be entitled to liquidated damages in the amount of $10,000.00 per violation, or $50,000.00 per violation if the disclosure is published on the internet, including but not limited to disclosure on any website or on any social media forum. Every disclosure of each claim, allegation, pleading, or other prohibited disclosure shall constitute a separate violation. Notwithstanding this confidentiality and liquidated damages provision, nothing herein shall limit the right or ability of a Party to disclose evidence, claims or allegations relating to the dispute to any individual who is, or who may be, a bona fide witness to the dispute.
ii. The Parties agree that this liquidated damage amount is reasonable and waive all claims and defenses that it constitutes a penalty and that breach of the confidentiality provision by disseminating or publishing information described above through any form of mass media (including but not limited to posting on the Internet or on any social media platform) by a Party, a Party’s agent, or a Party’s proxy shall constitute an act of wanton and gross bad faith, and shall constitute a waiver of the beaching Party’s right to pursue the claim(s) and/or defense(s) against the non-breaching Party, and shall entitled the non-breaching Party to a default judgment against the breaching Party.
d. Disciplinary Sanctions Disciplinary sanctions, including termination, are not subject to Dispute Resolution. The Company may impose disciplinary sanctions for violation of the Policies at any time.
e. Class Action Waiver All disputes, whether pursued through arbitration or before the courts, that arise from or relate to the Policies, the New U Life business, or the relationship between the Parties, shall be brought and proceed on an individual basis. The Parties waive their rights to pursue any action against the other Party and/or their respective owners, officers, directors, and agents, on a class or consolidated basis. A Distributor may opt out of this class action waiver by submitting written notice to the Company at legal@newulife.com within thirty (30) days of the Distributor’s initial enrollment date.
f. Governing Law Except as is otherwise specifically referenced in these Policies, the law of the State of Utah without regard to principals of conflicts of laws, shall govern all matters relating to or arising from the Policies, the business, the relationship between the Parties, or any other claim between the Parties. Notwithstanding the foregoing, if a dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court resides shall apply.
g. Louisiana Residents Dispute Resolution The dispute resolution provisions in these Policies shall apply to Louisiana residents with the exception that Louisiana residents may bring arbitration against New U Life in their home forum and pursuant to Louisiana law.
h. Damage Waiver In any action arising from or relating to the Policies, the Parties waive all claims for incidental and/or consequential damages, even if the other Party has been apprised of the likelihood of such damage. The Parties further waive all claims to exemplary and punitive damages. Nothing in this provision or the Policies shall restrict or limit a Party’s right to recover liquidated damages as set forth herein.
13. GLOSSARY
Active – A requirement to receive commissions. Must maintain a minimum of 140 PV within a 5-week rolling period.
Agreement – The legal binding written contract between New U Life and a Distributor consisting of these Policies and Procedures and the documents incorporated by reference herein.
Commission – Compensation that can be earned by being active and following the Compensation Plan.
Company – Referring to the New U Life Corporation and related entities and subsidiaries.
Compensation Plan – The outlined structure and rules where an active Distributor can participate and earn commissions.
Customer – An end consumer that purchases New U Life products without any further obligations or benefits.
Distributor: An individual or entity accepted for membership by the Company. Distributors may sponsor other Customers and Distributors to participate in the Compensation Plan.
Downline or Downline Organization – Consists of all Distributors and Customers that are directly or indirectly placed under a Distributor.
Rank – A recognized achievement by New U Life by participating in the Compensation Plan.
Paid as Rank – Rank that is achieved for the payout, for that commission period.
Sponsor – An active Distributor that finds and helps individuals become familiar with New U Life products and the opportunity and signs up these individuals as Customers or Distributors.
Starter Kit – Products sold upon initial membership enrollment.