Congratulations on deciding to become an Emerald Essentials distributor. Please read all the information and follow the instructions on each page.

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In order to become an Emerald Essentials™ distributor, I agree to the following Income Disclaimer:

Income Disclaimers

Emerald Essentials™ Independent Distributors are NOT allowed to make reference or imply any specific income projections to any prospective Independent Distributors.

Any income amounts shown on any of the Emerald Essentials™ websites and/or Emerald Essentials™ promotional materials are for the expressed purpose of explaining how our compensation plans work. Any numbers and/or dollars amounts shown in any Emerald Essentials™ materials do not suggest nor imply that you and/or any of our Independent Distributors currently make now and/or in the future will make any specific amounts of income.

Emerald Essentials™ makes "No Guarantees" of any specific Income to any Independent Distributor. Any income you earn will be a direct result of your efforts and of those who become a part of your organizational marketing team.

I agree that by joining this business as an Emerald Essentials™ Independent Distributor, that I am totally responsible for generating any and all income through my own efforts. Furthermore, I fully understand that there are absolutely "No Income Guarantees" expressed or implied with the Emerald Essentials™ Marketing System.

In order to become an Emerald Essentials™ distributor, I agree to the following Policies and Procedures:

Emerald Essentials™ policies and procedures

section 1 - introduction

  • 1.1 Code of Ethics
  • 1.2 Policies Incorporated into Distributor Agreement
  • 1.3 Changes to the Distributor Agreement, Policies and Procedures, or Compensation Plan
  • 1.4 Delays
  • 1.5 Policies and Provisions Severable
  • 1.6 Waiver

section 2 - becoming a distributor

  • 2.1 Requirements to become a Distributor
  • 2.2 Requirements to become a Distributor as Partnership, Corporation, or other Legal Entity
  • 2.3 Requirements to become a Distributor as a Charitable Organization
  • 2.4 Changes to a Business Entity
  • 2.5 Distributor Benefits
  • 2.6 Terms and Renewal of an Emerald Essentials™ Business
  • 2.7 Independent Distributor's Kit

section 3 - income disclaimer

section 4 - advertising

  • 4.1 Intellectual Property
  • 4.2 Use of Sales Aids
  • 4.3 Business Cards and Stationery
  • 4.4 Domain Names and Email
  • 4.5 Independent Distributor Websites and Pages
  • 4.6 Online Classifieds
  • 4.7 Generic Business Advertisements
  • 4.8 Unsolicited Email and Fax Communication
  • 4.9 Telephone Solicitation
  • 4.10 Advertised Price
  • 4.11 Media and Media Inquires

section 5 - operating an emerald essentials™ business

  • 5.1 Independent Contractor Status
  • 5.2 Identification
  • 5.3 Individual Taxes
  • 5.4 Privacy and Confidentiality
  • 5.5 Governmental Approval or Endorsement
  • 5.6 Indemnification
  • 5.7 Sale of Competing Goods or Services
  • 5.8 Nonsolicitations
  • 5.9 Targeting Other Direct Sellers
  • 5.10 Propriety Nature of Downline
  • 5.11 Networking Cooperation
  • 5.12 Sponsoring
  • 5.13 International Sponsorship
  • 5.14 Cross Sponsoring
  • 5.15 Transfer of Sponsorship
  • 5.16 One Emerald Essentials™ Business Per Distributor
  • 5.17 Stacking
  • 5.18 Sale, Transfer, or Assignment of a Emerald Essentials™ Business
  • 5.19 Marriage, Divorce, and Death of Independent Distributor(s)
  • 5.20 Resignation of an Independent Distributor
  • 5.21 Autoship Order Payments
  • 5.22 Unauthorized Purchases
  • 5.23 Unauthorized Claims of Emerald Essentials™ Products
  • 5.24 No Altering
  • 5.25 Product Inventory and Seventy Percent (70%) Rule
  • 5.26 Retail Sales
  • 5.27 Retail Sales in Stores And / Or Other Outlets
  • 5.28 Independent Distributor - Refund Policy
  • 5.29 Refunds on Resale of Products by Independent Distributors
  • 5.30 Charge Backs
  • 5.31 Products Damaged In Shipping5.32 Product Returns - Policy & Procedure
  • 5.33 Back Orders
  • 5.34 Sales Tax

section 6 - responsibilities of distributors

  • 6.1 Sponsoring Distributor Responsibilities
  • 6.2 Ongoing Training Responsibilities
  • 6.3 Product and Income Claims
  • 6.4 Vendor Confidentiality
  • 6.5 Independent Distributor Change of Address
  • 6.6 Non-disparagement
  • 6.7 Grievances and Complaints
  • 6.8 Unethical Behavior or Activity
  • 6.9 Actions of Household Members or Independent Distributors Individuals
  • 6.10 Reporting Policy Violations

section 7- automatic billing

  • 7.1 Billing

section 8 - bonuses and commissions

  • 8.1 Bonus and Commission Qualifications
  • 8.2 Errors or Questions
  • 8.3 Bonus Buying Prohibited
  • 8.4 Reports

section 9 - freedom-four-ever compensation

  • 9.1 Adherence to the Freedom-Four-Ever Compensation Plan
  • 9.2 Qualification Requirements
  • 9.3 Matrix Placement and Structure
  • 9.4 Compensation Plan Timetable
  • 9.5 Retail Profits
  • 9.6 Duplication Bonus
  • 9.7 Monthly Frontline Commissions
  • 9.8 Team Leader Bonus
  • 9.9 Matrix Commissions
  • 9.10 Global Leadership Bonus
  • 9.11 Presidential Bonus (2% Global)
  • 9.12 500K Presidential Club
  • 9.13 Auto-Ship Credits

section 10 - dispute resolution and disciplinary proceedings

  • 10.1 Disciplinary Sanctions
  • 10.2 Mediation
  • 10.3 Arbitration
  • 10.4 Governing Law, Jurisdiction, and Venue

section 11 - effect of cancellation

  • 11.1 Effect of Cancellation
  • 11.2 Termination of Independent Distributor's Account
  • 11.3 Notices to Emerald Essentials™

section 12 - glossary of terms

section 1 - introduction

1.1 Code of Ethics

Emerald Essentials™ (hereinafter referred to as "Emerald Essentials™" or "The Company") is a values-based company that prides itself on the quality and character of its Independent Distributor(s) (hereinafter referred to as "Distributor").

The following guidelines help ensure a uniform standard of excellence throughout our organization. Every Emerald Essentials™ distributor is expected to practice the following ethical behavior when acting in the name of the company:

  1. I will be respectful of every person I meet while doing Emerald Essentials™ related business.
  2. At all times I will conduct myself and my business in an ethical, moral, legal, and financially sound manner.
  3. I will not engage in activities that would bring disrepute to Emerald Essentials™, any Emerald Essentials™ corporate officer or employee, myself, or other distributors.
  4. I will not make discouraging or disparaging claims toward other Emerald Essentials™ distributors. I will ensure that in all Emerald Essentials™ business dealings I will refrain from engaging in negative language. I will refrain from making any type of slanderous statements.
  5. I will provide support and encouragement to my Customers to ensure that their experience with Emerald Essentials™ is a successful one. I understand that it is important to provide follow-up service and support to my customers and downline.
  6. I will correctly represent all the bonus/compensation plans available through Emerald Essentials™ and the income potential represented therein. I understand I may not use my own income as an indication of others' potential success, or use compensation checks as marketing materials.
  7. I will abide by all of Emerald Essentials™ Policies & Procedures now and as they may be amended in the future.

1.2 Policies Incorporated into Distributor Agreement

These Policies and Procedures, in their present form, and as amended, at the sole discretion of EMERALD ESSENTIALS™, INC. (hereinafter referred to as "Emerald Essentials™" or "The Company") are incorporated into, and form an integral part of, the Emerald Essentials™ Independent Distributor(s) Agreement. Throughout these Policies, when the term "agreement" is used, it collectively refers to the Emerald Essentials™ Independent Distributor Application and Agreement, the Terms and Conditions of the Agreement, these Policies and Procedures, and the Emerald Essentials™ Marketing and Compensation Plans.

These documents are incorporated by reference into the Emerald Essentials™ Independent Distributor Agreement. It is the responsibility of each Independent Distributor to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these documents.

An Independent Distributor is one who has completed an Online Company Application and agreement and has been accepted by the company as a distributor. The company reserves the right to accept or reject anyone as a distributor.

1.3 Changes to the Distributor Agreement, Policies and Procedures, or Compensation Plan

Because federal, state, and local laws, as well as the business environment, periodically change, Emerald Essentials™ expressly reserves the right to alter or amend wholesale prices, product availability and/or formulation, policies and procedures, and compensation plans in its sole and absolute discretion. Notification of amendments shall appear in official Emerald Essentials™ materials.

The continuation of a distributors Emerald Essentials™ business or a distributors acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

Such amendments are automatically incorporated as part of the agreement between Emerald Essentials™ and the Independent Distributor when published in official Emerald Essentials™ literature, or on the Emerald Essentials™ Corporate Self-Replicating Company Websites.

1.4 Delays

Emerald Essentials™ shall not be responsible for delays and failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, flood, death, curtailment of a party's source of supply, or government decrees or orders.

1.5 Policies and Provisions Severable

Should any portion of these policies and procedures, of the Independent Distributors Application and agreement, or any other instruments referred to herein or issued by Emerald Essentials™, in its current form or as may be amended, be declared invalid, or unenforceable for any reason, by a court of competent jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect.

1.6 Waiver

Emerald Essentials™ never waives its right to insist on compliance with these rules or with the applicable laws governing the conduct of a business. This is true in all cases, both specifically expressed and implied, unless an officer of Emerald Essentials™ who is authorized to bind Emerald Essentials™ in contracts or agreements specifies in writing that Emerald Essentials™ expressly waives any of these provisions. In addition, any time the company gives permission for a breach of the rules, that permission does not extend to future breaches. This provision deals with the concept of "waiver," and the parties agree that the company does not waive any of its rights under any circumstances short of the written confirmation alluded to above.

section 2 - becoming a distributor

2.1 Requirements to become a Distributor

To become an Emerald Essentials™ distributor, each applicant must:

  1. Be of the age of majority within the state which he/she resides;
  2. Reside in an area officially opened by Emerald Essentials™;
  3. Submit a properly completed official Emerald Essentials™ Online Application and Agreement which must include the applicant's social security number and online signature. Once the Online Application is completed, it must be sent via online transmission to our Emerald Essentials™ home office and accepted with confirming email receipt. The entire Emerald Essentials™ sign-up process is done online.

When joining as a married couple, you sign up using only one (1) of the spouse's social security numbers. Individuals whom are married may each have their own Independent Distributor account. Please be advised, however, that under no circumstances may a married couple be sponsored in different organizational lines. One spouse must be the sponsor of the other. Any attempts at dual-line sponsoring will result in termination by Emerald Essentials™. Dual Sponsorship shall be defined as any attempt to have an ownership interest in more than one position or more than one organizational line in the case of married couples. Emerald Essentials™ reserves the right to accept or reject any applications for new distributorships or applications for renewal.

2.2 Requirements to become a Distributor as Partnership, Corporation, or other Legal Entity

Applying for status as an Independent Distributor for Emerald Essentials™ as a corporation, partnership, trust, or other form of legal entity is as simple as that of an individual by submitting to Emerald Essentials™ its Certificate of Incorporation, Articles of Organization, Partnership Agreement or trust documents (these documents are collectively referred to as the "Entity Documents") to Emerald Essentials™. An Independent Distributor position may be acquired upon completion of the Emerald Essentials™ online application. Other forms of legal entity must submit an applicable Federal Tax Identification Number along with their application.

The company reserves the right to approve or disapprove distributor's change of business names, formation of partnerships, corporations, and trusts for tax, estate planning, and limited liability purposes. If the company approves such a change by distributor, the organization's name and the names of the principals of the organization must appear on the appropriate documentation along with a social security number or federal identification number.

2.3 Requirements to become a Distributor as a Charitable Organization

Applying for status as an Independent Distributor for Emerald Essentials™ as a Charitable Organization is as simple as that of an individual, corporation or other legal entity. A Charitable Organization distributor position may be acquired upon completion of the Emerald Essentials™ Online Application by an authorized representative of the organization. The Charitable Organization will need to submit an applicable Federal Tax Identification Number along with their application. It will be the responsibility of the organization to keep up-to-date contact information and email addresses with Emerald Essentials™.

2.4 Changes to a Business Entity

Each distributor must immediately notify Emerald Essentials™ of any changes to the type of business entity they utilize in operating their Emerald Essentials™ business, and the addition or removal of business associates. An Emerald Essentials™ business may change its status under the same sponsor from an individual to a partnership, corporation or trust or from one type of entity to another with the use of the appropriate documentation

2.5 Distributor Benefits

Once a Distributor Agreement has been accepted by Emerald Essentials™, the benefits of the Compensation Plan and the Distributor Agreement are available to the new Distributor. These benefits include the right to:

  1. Sell Emerald Essentials™ products;
  2. Participate in the Emerald Essentials™ Compensation Plan (receive bonuses and commissions, if eligible);
  3. Sponsor other individuals as customers or distributors into the Emerald Essentials™ business and thereby build an organization and progress through the Emerald Essentials™ Compensation Plan;
  4. Receive periodic Emerald Essentials™ literature and other Emerald Essentials™ communications;
  5. Participate in Emerald Essentials™ sponsored support service training, motivational and recognition functions; and
  6. Participate in promotional and incentive contests and programs sponsored by Emerald Essentials™ for its distributors.

2.6 Terms and Renewal of an Emerald Essentials™ Business

The term of the Independent Distributorship shall be for the lifetime of the individual for as long as they remain in good standing and in compliance with these Policies and Procedures. The company reserves the right to amend renewal terms in the future.

2.7 Independent Distributor's Kit

Independent Distributors are not required to purchase an Independent Distributor Kit. No product purchase is ever required to be an Independent Distributor of Emerald Essentials™; however product sales are required to qualify for commissions. No commissions will be paid on the purchase of business materials and/or sales aids.

section 3 - income disclaimer

The income information provided herein is intended for the purpose of education only. No guarantees of income are claimed or inferred. Individual results will vary based on effort and other variables.

section 4 - advertising

4.1 Intellectual Property

The name of the company and other names as may be adopted by the company are proprietary trade names and trademarks of the company. As such, these marks are intellectual property and are of great value to the company and are supplied to distributor for distributor's use only in an expressly authorized manner.

The company will not allow the use of its trade names, trademarks, designs, or symbols outside of corporate produced and approved sales aids by any person, including Emerald Essentials™ distributors, without prior written authorization from Emerald Essentials™.

Because Independent Distributors are independent contractors they may promote their business in any legal and ethical manner they chose, and may advertise without Emerald Essentials™ approval, provided that they do not use the corporate name, product names, logo(s) or trademarks.

Any advertisement which utilizes the Emerald Essentials™ name, logo or trademarks must be approved in writing by Emerald Essentials™ prior to any advertisement. The ad must also state that the individual placing the ad is an "Independent Distributor." Any Emerald Essentials™ approved ads may be made available to all Emerald Essentials™ Independent Distributors at the sole discretion of Emerald Essentials™.

Independent Distributors are prohibited from answering the phone in any manner that would give callers reason to believe that they have reached the corporate offices of Emerald Essentials™. Any violation of this policy may lead to termination of all Independent Distributor rights and privileges. Independent Distributors must obtain written approval from the company before initiating any sponsored links on Internet search engines to direct Internet traffic to a Company Licensed Website.

Independent Distributors may promote the business opportunity and products on social networking sites such as "Facebook" and "Twitter;" video sites such as "YouTube" and "Google Video;" and blogging sites such as "Wordpress" and "Blogger" (collectively "Social Media Sites"), provided the following conditions are met:

  1. All text, audio and video postings do not contain product or income claims. For product information, Independent Distributors may refer viewers to their official replicated website, the company corporate website, or other website officially approved by the company.
  2. Videos posted to Social Media Sites must include the text "Emerald Essentials™ Independent Distributor" within their description and/or title.

In any form of advertising, product prices must clearly reflect the same prices as reflected on official company websites and literature. Furthermore, no distributor may use, publish, reproduce, advertise, sell, or display in any manner the name, picture or likeness, or voice of another distributor without prior written consent from the named distributor.

The distributor, as an independent contractor, is fully responsible for all of hisher verbal and written statements made regarding the product and marketing program which are not expressly contained in writing in the current distributor agreement, and advertising or promotional materials supplied directly by the company.

Distributor agrees to indemnify the company and hold it harmless from any and all liability including judgments, civil penalties, refund, attorney fees, court costs or lost business incurred by the company as a result of distributor's unauthorized representations.

4.2 Use of Sales Aids

To promote both the products and the opportunity Emerald Essentials™ offers, distributors must use the sales aids and support materials produced by Emerald Essentials™. If Emerald Essentials™ distributors develop their own sales aids and promotional materials (which includes Internet advertising), notwithstanding distributors' good intentions, they may unintentionally violate any number of statutes or regulations affecting an Emerald Essentials™ business. These violations, although they may be relatively few in numbers, could jeopardize the Emerald Essentials™ opportunity for all distributors. Accordingly, distributors must submit all written sales aids, promotional materials, advertisements, websites and other literature to Emerald Essentials™ for company's approval prior to use. Without specific written approval to use the material from the company, the request shall be deemed denied. All distributors shall safeguard and promote the good reputation of Emerald Essentials™ and its products. The marketing and promotion of Emerald Essentials™, the Emerald Essentials™ opportunity, the Compensation Plan, and Emerald Essentials™ products shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

4.3 Business Cards and Stationery

Any printed materials, including business cards and stationery, must be approved by the company in advance. Criteria for approving these materials will include a judgment regarding the quality of the materials as well as properly setting forth the independent status of the distributor.

4.4 Domain Names and Email

Independent Distributors may not use or attempt to register any of Emerald Essentials™ trade names, trademarks, service names, service marks, logos, product names, the Emerald Essentials™ name/brand, or any derivative thereof, for any Internet domain name. Nor may IndependentDistributors incorporate or attempt to incorporate any of Emerald Essentials™ trade names, trademarks, service names, service marks, logos, product names, the Emerald Essentials™ name, or any derivative thereof, into any electronic mail address and/or online aliases.

4.5 Independent Distributor Websites and Pages

Emerald Essentials™ Independent Distributors are not allowed to create or publish their own Emerald Essentials™ websites and/or web pages. All Emerald Essentials™ websites and web pages are copyright protected for the protection of all Emerald Essentials™ Independent Distributors. Emerald Essentials™ Independent Distributors can create their own websites and web pages for advertising and marketing purposes as long as they DO NOT use any of the Emerald Essentials™ trade names, trademarks, service names, service marks, logos, product names, the Emerald Essentials™ name, or any derivative thereof without prior written approval from the company.

4.6 Online Classifieds

You may not use online classifieds (including Craigslist) to list, sell or promote specific Emerald Essentials™ products. You may use online classifieds (including Craigslist) for prospecting, recruiting, sponsoring, and informing the public about the Emerald Essentials™ opportunity provided you follow the other requirements of this agreement such as identifying yourself as an Independent Distributor of Emerald Essentials™ , only using approved images and versions of any trademarked logos and without using fraudulent or misleading product or income claims. If a link or URL is provided, it must link to your Distributor Website.

4.7 Generic Business Advertisements

If you advertise via newspaper or other advertising venues, the following rules apply:

  • No advertisement may imply that a job, position, salary, or any type of employment is allowed.
  • No advertisement may promote, represent, or imply salaried positions, management positions, hourly wages, full or part time employment, or guaranteed incomes.
  • Advertisements must contain no references to Emerald Essentials™ or its products and may not use any of Emerald Essentials™ trademarks or trade-names or misleading facts or distortions of the company opportunity or product line.

4.8 Unsolicited Email and Fax Communication

Except as provided in this section, Independent Distributors may not use or transmit unsolicited faxes, mass/bulk e-mail distribution, unsolicited email, or "spamming" relative to the operation of their Emerald Essentials™ businesses. The terms "unsolicited faxes" and "unsolicited e-mail" mean the transmission via telephone facsimile or electronic mail, respectively, of any material or information advertising or promoting Emerald Essentials™, its products, its compensation plans or any other aspect of Emerald Essentials™ that is transmitted to any person, except that these terms do not include a fax or e-mail: (a) to any person with that person's prior expressed invitation, or permission; (b) to any person who has personally requested information online anywhere within the product and/or and business field occupied by Emerald Essentials™ at that time; or (c) to any person with whom the Independent Distributor has an established business or personal relationship.

This is a "Zero" tolerance policy and any violation may lead to immediate termination, as well as, legal action for any damages incurred by the company as a result of such spamming or unsolicited faxing. It is the intention of Emerald Essentials™ to insure the integrity of the Emerald Essentials™ name and the reputation of all Independent Distributors; and as such, Emerald Essentials™ will not allow it to be damaged by spamming and unsolicited faxing by any individual.

Please be advised that there are no acceptable disclaimers that will relieve an Independent Distributor(s) of their responsibility under this section.

4.9 Telephone Solicitation

The use of Emerald Essentials™ name or copyrighted materials may not be made with automatic calling devices or "boiler room" operations either to solicit distributors or retail customers. The use of these methods in ways that are legal and are the equivalent of the "blind ads" alluded to above cannot be regulated by the company.

4.10 Advertised Price

You may not advertise any of Emerald Essentials™ products at a price LESS than the highest company published price of the equivalent product. No special enticement advertising is allowed. This includes but is not limited to offers of free or reduced prices on product or other such offers that grant advantages beyond those available through the company.

4.11 Media and Media Inquires

Independent Distributors must not initiate or attempt to respond to media inquiries regarding Emerald Essentials™, its products, or their independent Emerald Essentials™ businesses. All inquires by any type of media must be immediately referred to the Emerald Essentials™ home office. This policy is designed to assure that accurate and consistent information is provided to the public, as well as keeping a proper public image.

section 5 - operating an emerald essentials™ business

5.1 Independent Contractor Status

Independent Distributors are Independent Contractors fully responsible for their own business procedures, and are not to be considered purchasers of a franchise or employees of Emerald Essentials™. The agreement between Emerald Essentials™ and its Independent Distributors does not create an employer/employee relationship, agency, partnership or joint venture between Emerald Essentials™ and the Independent Distributors. Each Independent Distributor is encouraged to set up hisher own hours and to determine hisher own methods of sale, so long as heshe complies with the Policies and Procedures of the company.

In the conduct of its business, the Independent Distributor shall safeguard and promote the reputation of the products of the company and shall refrain from all conduct which might be harmful to such reputation of the company or to the marketing of such products or inconsistent with the public interest, and shall avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

Independent Distributors must not represent themselves in any way, orally or in writing, as being an agent or employee of Emerald Essentials™. Independent Distributors have no authority to bind Emerald Essentials™ to any obligations.

Each Independent Distributor shall hold Emerald Essentials™ harmless for any claims, damages or liabilities arising out of the Independent Distributors own business practice. Emerald Essentials™ will take aggressive action to insure that Independent Distributors that violate this policy are terminated and reported to the proper authorities.

Independent Distributors are responsible for any expenses which result from their business operations, including but not limited to, advertising, taxes, fees, legal costs and shipping expenses. In addition, Emerald Essentials™ does not accept collect telephone calls.

You must obey any federal, state, and local laws, as well as company rules and regulations pertaining to your independent Emerald Essentials™ Business or the acquisition, receipt, holding, selling, distributing or advertising of Emerald Essentials™ products or opportunity.

Independent Distributors may not use the Emerald Essentials™ name on any written forms or documents (e.g. stationery, bank accounts, and business signs) without stating "Independent Distributor" and prior written approval/consent must be obtained from Emerald Essentials™.

Independent Distributors are further prohibited from using the Emerald Essentials™ name, logo, trade name, or likeness, in or within the naming of any domain name, blog, chat room, social network (e.g., Facebook Fan Page), online auction site, or other online forum. Any such use shall result in termination.

5.2 Identification

All Distributors are required to provide their Social Security Number, Federal Employer Identification Number, or their Government Issued ID Number to Emerald Essentials™ at the company's request. Upon enrollment, the company will provide a unique Distributor Identification Number to the distributor by which they will be identified. This number will be used to place orders and track commissions and bonuses.

5.3 Individual Taxes

Each Independent Distributor shall comply with all state and local taxes and regulations governing the sale of Emerald Essentials™ products. As the Independent Distributor is a self-employed contractor, Emerald Essentials™ does not deduct any personal taxes from commission checks.

At the end of the calendar year, Emerald Essentials™ is obligated by law to provide the Independent Distributor and the Internal Revenue Service with a 1099 form reporting the Independent Distributors annual income earned from Emerald Essentials™. This is required for any Independent Distributor with earnings in excess of $600.00 for the calendar year.

All Independent Distributors are responsible for paying local, state and federal taxes due on earnings from commissions or any other earnings generated as a seller of Company products.

5.4 Privacy and Confidentiality

All distributors are required to abide by the company's Privacy Policy with regard to distributor and customer information.

5.5 Governmental Approval or Endorsement

Neither federal nor state regulatory agencies nor officials approve or endorse any direct selling or network marketing companies or programs. Therefore, distributors shall not represent or imply that Emerald Essentials™ or its Compensation Plan have been "approved," "endorsed," or otherwise sanctioned by any government agency.

5.6 Indemnification

A Distributor is fully responsible for all of his or her verbal and/or written statements made regarding Emerald Essentials™ products and opportunity, which are not expressly contained in official Emerald Essentials™ materials. Distributors agree to indemnify Emerald Essentials™, its officers, agents, directors, and employees, and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by Emerald Essentials™ as a result of the distributor's unauthorized representations or actions. This provision shall survive the cancellation of the Distributor Agreement.

5.7 Sale of Competing Goods or Services

Distributors must not sell, or attempt to sell, any competing non-Emerald Essentials™ programs or products to Emerald Essentials™ customers or distributors. Any program, product, service, or direct selling opportunity in the same generic categories as the Emerald Essentials™ products are deemed to be competing, regardless of differences in cost, quality or other distinguishing factors.

5.8 Nonsolicitations

Emerald Essentials™ distributors are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively "Network Marketing").However, during the term of this agreement, distributors may not directly or indirectly recruit other Emerald Essentials™ distributors or customers other than those they have personally sponsored for any other Network Marketing business. Following the cancellation of a Distributor Agreement, and for a period of one (1) calendar year thereafter, with the exception of a distributor who is personally sponsored by the former distributor, a former distributor may not recruit any Emerald Essentials™ distributor or customer for another Network Marketing business.

5.9 Targeting Other Direct Sellers

Should distributors engage in solicitation and/or enticement of members of another direct sales company to sell or distribute Emerald Essentials™ products or opportunities, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration, or mediation is brought against a distributor alleging that they engaged in inappropriate recruiting activity of its sales force or customers, Emerald Essentials™ will not pay any of distributor's defense costs or legal fees, nor will Emerald Essentials™ indemnify the distributor for any judgment, award, or settlement.

5.10 Propriety Nature of Downline

Emerald Essentials™ may from time to time supply data processing information and reports to Emerald Essentials™ Independent Distributors concerning their downline organizations. Emerald Essentials™ intent is to protect the Line of Sponsorship (LOS) for the benefit of all distributors, as well as Emerald Essentials™. LOS information is information compiled by Emerald Essentials™ that discloses or relates to all or part of the specific arrangement of sponsorship within the Emerald Essentials™ business, including, without limitation, distributor lists, sponsorship trees, and all distributor information generated there from, in its present and future forms. The Emerald Essentials™ LOS constitutes a commercially advantageous, unique, and proprietary trade secret (Proprietary Information), which it keeps proprietary and confidential and treats as a trade secret. Emerald Essentials™ is the exclusive owner of all Proprietary Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by Emerald Essentials™ and its distributors. Through this Rule, distributors are granted a personal, non-exclusive, non-transferable and revocable right by Emerald Essentials™ to use Proprietary Information only as necessary to facilitate their business as contemplated under these Policies and Procedures. The company reserves the right to deny or revoke this right, upon reasonable notice to the distributor stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of Emerald Essentials™, such is necessary to protect the confidentiality or value of Proprietary Information. All distributors shall maintain Proprietary Information in strictest confidence, and shall take all reasonable steps and appropriate measures to safeguard Proprietary Information and maintain the confidentiality thereof.

5.11 Networking Cooperation

It is to the advantage of Independent Distributors, as well as Emerald Essentials™, for Independent Distributors to cooperate with each other for the mutual success of the Emerald Essentials™ Team.

5.12 Sponsoring

All active Independent Distributors, once accepted as an Independent Distributor, and in good standing have the right to sponsor other potential Independent Distributors anywhere within the United States. Sponsorship may also occur in other foreign countries, as they are opened by Emerald Essentials™, bearing in mind the need for personal contact. However, an Independent Distributor may retail their product anywhere in the world, which has been pre-authorized and approved by Emerald Essentials™, in writing or on the Emerald Essentials™ Self-Replicated Company Websites. Every person or legal business entity has the absolute right to choose his/her/its own sponsor when they initially sign-up as an Independent Distributor with Emerald Essentials™. If there are two Independent Distributors that claim to be the sponsors of the same NEW Independent Distributor, Emerald Essentials™ shall acknowledge ONLY the first application received at corporate headquarters. The final decision on disputed Sponsorships shall be at the sole discretion of Emerald Essentials™.

The standard rules of common decency apply in regard to claim of sponsorship of new applicants. It is always good practice to regard the first Independent Distributor who persistently worked with a prospective Independent Distributor or customer as having first claim to sponsorship. Emerald Essentials™ shall be held harmless and will not be liable if a dispute should arise under these circumstances. In the event that there shall be an action commenced by two alleged sponsors against the newly sponsored and/or the company, the plaintiff in any action shall hold Emerald Essentials™ harmless for any legal fees, costs or other damages arising out of such proceeding.

5.13 International Sponsorship

An Independent Distributor is allowed to sponsor other Independent Distributors anywhere in the world where Emerald Essentials™ is approved and open for business.

5.14 Cross Sponsoring

Any cross-sponsorship or cross-recruiting is strictly prohibited within the Emerald Essentials™ organization. Cross-sponsorship and cross-recruiting are the acts of soliciting for the purpose of changing lines or positions of sponsorship, either within the company or to other outside companies. Any cross-sponsorship or cross-recruitment will be grounds for termination.

The use of a spouse's or relative's name, trade names, DBAs, assumed names, corporations, partnerships, trusts, Federal Tax Identification Numbers or fictitious identification numbers to circumvent this policy is prohibited. This policy shall not prohibit the transfer of an Emerald Essentials™ business in accordance with the "Sale, Transfer or Assignment of Emerald Essentials™ Business" section of these Policies and Procedures.

5.15 Transfer of Sponsorship

Emerald Essentials™ prohibits the transfer of sponsorship. Maintaining the integrity of sponsorship is absolutely mandatory for the success of the overall organization and is based on the strength of the structure within the network. The allowance of transfers from one sponsor to another can only lead to strife and disaster.

An Independent Distributor will only be allowed to transfer sponsorship lines by submitting a formally written and signed resignation letter to the Emerald Essentials™ home office. Once the resignation has been accepted, the former Independent Distributor may then choose to rejoin the network six (6) months later under a new sponsor. IMPORTANT: Independent Distributors who choose to resign and return will not be allowed to transfer their downline or qualified position with them.

5.16 One Emerald Essentials™ Business Per Distributor

A Distributor may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one Emerald Essentials™ business. No individual may have, operate or receive compensation from more than one Emerald Essentials™ business. Individuals of the same family unit may each enter into or have an interest in their own separate Emerald Essentials™ businesses, only if each subsequent family position is placed frontline to the first family member enrolled. A "family unit" is defined as spouses and dependent children living at or doing business at the same address.

5.17 Stacking

Stacking is the unauthorized manipulation of the Emerald Essentials™ compensation system and/or the marketing plan in order to trigger commissions or cause a promotion off a downline distributor in an unearned manner. One example of stacking occurs when a sponsor places participants under an inactive downline participant (who may not know or have any relationship with the clients) in order to trigger unearned qualification for commissioning. Another example of stacking is the manipulative placement of distributors within a downline organization in order to trigger a promotion. Stacking is unethical and unacceptable behavior, and as such, it is a punishable offense with measures up to and including the termination of the distributor's positions of all individuals found to be directly involved.

5.18 Sale, Transfer, or Assignment of a Emerald Essentials™ Business

Although an Emerald Essentials™ business is a privately owned, independently operated business, the sale, transfer or assignment of a Emerald Essentials™ business is subject to certain limitations. If a distributor wishes to sell their Emerald Essentials™ business, the following criteria must be met:

  1. Protection of the existing line of sponsorship must always be maintained so that the Emerald Essentials™ business continues to be operated in that line of sponsorship;
  2. The buyer or transferee must become a qualified Emerald Essentials™ distributor. If the buyer is an active Emerald Essentials™ distributor, they must first terminate their Emerald Essentials™ business and wait six calendar months before acquiring any interest in the new Emerald Essentials™ business;
  3. Before the sale, transfer, or assignment can be finalized and approved by Emerald Essentials™, any debt obligations the selling distributor has with Emerald Essentials™ must be satisfied; and
  4. The selling distributor must be in good standing and not in violation of any of the terms of the agreement in order to be eligible to sell, transfer, or assign a Emerald Essentials™ business.

Prior to selling an Emerald Essentials™ business, the selling distributor must notify Emerald Essentials™ Compliance department of their intent to sell the Emerald Essentials™ business. No changes in line of sponsorship can result from the sale or transfer of an Emerald Essentials™ business. A distributor may not sell, transfer, or assign portions of their business. The position must be sold in its entirety.

5.19 Marriage, Divorce, and Death of Independent Distributor(s)

Marriage: A spouse is deemed to have a financial interest in a Distributorship and all acts and omissions of the spouse shall be imputed to the Independent Distributor. If two Independent Distributors marry, they may keep their Distributorships separate.

Divorce: When a married couple whose individual names appear as Independent Distributors on the Distributor Agreement separate or divorce, the company will continue paying earnings under the Compensation Plan in the same manner as prior to the separation or divorce until the company is served with a legally binding certified copy of a divorce decree or other court order that provides direction on payment and/or disposition of the rights under the contract. Where there is a change in ownership as ordered by the court, the spouse remaining as an Independent Distributor must submit an amended Distributor Agreement. In no event will the Distributorship be partitioned.

Death: Upon the death or incapacity of an Independent Distributor(s) the heirs of his/her estate shall maintain his/her rights to commissions of the decedent and their marketing position. Upon 30 days written notice and approval by Emerald Essentials™, these commissions, marketing position, as well as Independent Distributors duties and responsibilities shall be passed to the successor/heir in interest.

In order to protect Emerald Essentials™ from fraud, Emerald Essentials™ requires a certificate of death and a certified copy of the will, trust or other device before Emerald Essentials™ may affect transfer of the deceased Independent Distributor's account to the named transferee. The successor/heir of the Independent Distributor shall be required to execute a new Emerald Essentials™ application.

5.20 Resignation of an Independent Distributor

An Independent Distributor has the right to terminate their agreement at any time and for any reason by notifying the company in writing of the election to cancel.

Upon resignation, all rights to commissions, position, and wholesale purchases cease, and Independent Distributor(s) are no longer entitled to advertise, sell, or promote Emerald Essentials™ products. The former Independent Distributor's personally sponsored downline structure shall be transferred to his/her sponsor. Their 3x10 Matrix Downline shall follow the rules of compression for monthly commissions.

Resigning Independent Distributor(s) are not eligible to be sponsored into Emerald Essentials™ again for a period of six (6) months following the date of resignation.

5.21 Autoship Order Payments

Order payments will be verified prior to processing autoship orders. In the event authorization is declined, the company may attempt to contact the Independent Distributor and reattempt to obtain authorization. If authorization is not obtained by the end of the month, the order will be considered "unprocessed" and will not be included in commission computation and processing. The company will not be held responsible for volume shortfalls due to unprocessed orders.

5.22 Unauthorized Purchases

Any sponsor who registers a new customer or Independent Distributor without their authorization and places an initial order for the new person without their permission will be responsible for the product purchased, and all shipping and handling fees. Offenders are also subject to disciplinary measures, including termination, and possible legal action.

5.23 Unauthorized Claims of Emerald Essentials™ Products

No claims as to any products offered by Emerald Essentials™ may be made except those contained in official Emerald Essentials™ materials.

5.24 No Altering

Independent Distributors shall not re-label, alter or repackage any products.

5.25 Product Inventory and Seventy Percent (70%) Rule

Emerald Essentials™ will strictly adhere to the policy that prior to honoring an order for product by an Independent Distributor, the Independent Distributor must certify that he/she has sold at retail and/or consumed at least 70% of all prior inventory purchased. An Independent Distributor will be allowed by Emerald Essentials™ to purchase a reasonable amount of product for personal use and enjoyment, as well as, to be used as sales samples.

Emerald Essentials™ will monitor compliance with this rule, and any fraudulent information supplied by the Independent Distributor will be grounds for termination of the Independent Distributor account of the violating party. For this reason it is important that the Independent Distributor keep accurate sales records.

It is Emerald Essentials™ policy to strictly prohibit the purchase of products in unreasonable amounts solely for the purpose of qualifying for commissions or advancement within the compensation plan. All such forms of frontloading or stockpiling are strictly prohibited.

As Emerald Essentials™ imposes no specific minimum inventory requirement on its Independent Distributors; an Independent Distributor must use its own judgment to determine the amount of inventory it will need to sustain its projected Retail Sales and personal use.

Each month, Independent Distributors acceptance of monthly commissions and/or bonuses certifies that they are automatically agreeing that they have complied with the 70% rule and that any sales that were made on their Retail Websites were actual retail sales made to third-party retail customers.

5.26 Retail Sales

Nutritional products and other products, and their sales to the customer, are the foundation of Emerald Essentials™. The entire commission structure of Emerald Essentials™ is based upon volume of end-user sales by the individual Independent Distributors, as well as their entire organizational downline.

Emerald Essentials™ products or services may ONLY be sold by registered Independent Distributors. Independent Distributors may sell ONLY to retail customers for their personal use, not for resale to other consumers.

5.27 Retail Sales in Stores And / Or Other Outlets

Fairness and Equal Opportunity demand that Emerald Essentials™ forbids the selling of product(s) in any retail outlet without prior written consent of Emerald Essentials™. However, literature may be displayed at a retail store or outlet that refers consumers to a specific Independent Distributor and/or their website. Sales are also prohibited in on-line auctions. Any online auction sales could result in immediate termination of all rights and privileges of the Independent Distributor.

5.28 Independent Distributor - Refund Policy

Emerald Essentials™ will refund to any "New" Independent Distributor(s) the original purchase price of any product(s) purchased within the first 30 days of becoming an Emerald Essentials™ Independent Distributor up to $1,000.; if that Independent Distributor(s) is not completely satisfied with Emerald Essentials™ and wishes to be terminated from our Online Marketing Program. All product(s) returned to the company for a refund must be returned in a reasonably sound, unopened, unaltered and re-sellable condition. If the product has been opened, used, damaged or mishandled by you, your assignee, a credit will not be issued. Independent Distributor(s) are responsible for any shipping and handling charges incurred; and any applicable bonuses and/or commissions earned during this period would be deducted from the refund amount. After the expiration of the 30-day trial period there will be no product refunds issued to any Independent Distributor(s) who chooses to no longer participate as Emerald Essentials™ Independent Distributor(s).

For obvious legal, health and safety reasons, and to protect our Emerald Essentials™ Independent Distributor(s) and customers alike, Emerald Essentials™ has a company policy of destroying and not placing returned internal consumption products(s) back into inventory

5.29 Refunds on Resale of Products by Independent Distributors

Independent Distributors who resell products to the ultimate consumer are responsible for paying out any refunds based on returns. The Independent Distributor is expected to conduct their business in a manner consistent with the Emerald Essentials™ Policies and Procedures, including strict adherence to the Emerald Essentials™ refund policy. Any violation of this policy will be immediate grounds for suspension and/or termination of Independent Distributorship rights.

5.30 Charge Backs

If commissions or bonuses have been paid to an Independent Distributor and subsequent returns on products occur which require refunds to be issued to the purchaser, the commissions overpaid will be charged back against the Independent Distributors next check, or first check with available commissions to cover the refunds.

5.31 Products Damaged In Shipping

Independent Distributors should notify Emerald Essentials™ immediately of any errors, omissions or questions about shipping by calling Customer Service at 1-866-530-7223. Emerald Essentials™ will correct any errors reported within 14 days, but will not be responsible for any errors, omissions or problems not reported within 14 days. Emerald Essentials™ is not responsible for accepting any inbound shipping which does not contain an RMA number or that requires Emerald Essentials™ to bear the cost of inbound shipping. In the event that the Independent Distributors submit to Emerald Essentials™ or its representatives a purportedly incorrect order, Emerald Essentials™ may not be responsible for honoring it.

5.32 Product Returns - Policy & Procedure

Emerald Essentials™ will exchange products only if the returned products were damaged in shipment or were incorrectly sent. In the event that the product(s) are returned to Emerald Essentials™ due to an incorrect order pull made by Emerald Essentials™, an exchange will be allowed upon return of reasonably sound, unopened, unaltered, re-sellable condition. Damaged and returned products will be replaced with the same or greater value products. However, when an exchange is not feasible, Emerald Essentials™ reserves the right to issue our Independent Distributors and/or customer's cash or credits for the purchase price of the exchanged products.

To enable prompt and efficient processing of the product returns, The Independent Distributor must obtain prior authorization from the company before returning the product(s) by calling Emerald Essentials™ Customer Service at 1-866-530-7223 and receiving an RMA {Return Material(s) Authorization}.

Returned packages may not be accepted if the RMA number is not present and readable on the outside of the package. Once an RMA has been obtained, product must be returned within 30 days or the RMA will be automatically cancelled and no refund will be allowed.

5.33 Back Orders

If the company is temporarily out of stock on ordered product, an Independent Distributor will receive a "back order" notice with his or her shipment. Back orders are filled first as new inventory arrives. Volume on back orders is credited to the month in which payment for the original order was received by the company.

5.34 Sales Tax

All Emerald Essentials™ products may be subject to the sales tax in the state, county, or city that levies such a tax and in which a sale occurs. This tax should be calculated on the retail price as it exists on the date of sale. It is advised that you consult a Tax Advisor to see what laws are applicable to your business.

SECTION 6 - RESPONSIBILITIES OF DISTRIBUTORS

6.1 Sponsoring Distributor Responsibilities

Each Independent Distributor, who sponsors other Independent Distributors, must fulfill the obligation of performing a bona fide supervisory, distributing and selling function in the sale or delivery of product to the ultimate consumer and in the training of those sponsored so that they may succeed properly. Sponsors are to be advisors to their new downline Independent Distributors.

Independent Distributors must have ongoing contact, communication and management supervision with his or her sales organization. Examples of such supervision may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail (if available), training sessions, and accompanying individuals to company trainings and corporate events, sharing genealogy information with those sponsored. Independent Distributors should be able to provide evidence to the company semiannually of ongoing fulfillment of sponsor responsibilities.

6.2 Ongoing Training Responsibilities

Distributors must monitor the distributors in their downline organizations to ensure that downline distributors do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, every distributor should be able to provide documented evidence to Emerald Essentials™ of their ongoing fulfillment of the responsibilities of a Sponsor.

6.3 Product and Income Claims

Emerald Essentials™ Independent Distributors hereby expressly agree to refrain from making any false or fraudulent representations about Emerald Essentials™, its products, services, the compensation plans or earnings potential. False or fraudulent statements include omissions to state other facts, which if stated correctly would make the whole statement true and correct.

The Independent Distributor must not make any claims for Emerald Essentials™ products which are not supported by facts contained in official Emerald Essentials™ literature.

Under no circumstances may an Independent Distributor prescribe any product as suitable for a particular ailment. No claims may be made as to therapeutic or curative properties of any product offered by the company.

Any product or income claims that are made that are not directly supported by the Emerald Essentials™ corporate websites may be grounds for immediate termination of all rights and privileges of Independent Distributor rights, as well as, an action for any legal expenses incurred as a result of such claims. Emerald Essentials™ will be held harmless for any false or misleading claims insofar as product and/or income expressed or implied by an Independent Distributor(s).

6.4 Vendor Confidentiality

Emerald Essentials™ business relationship with its vendors, manufacturers and suppliers is confidential. A distributor shall not contact, directly or indirectly, or speak to or communicate with any representative of any supplier or manufacturer of the company except at a company sponsored event at which the representative is present at the request of the company. Violation of this regulation may result in termination and possible claims for damages if the vendor/manufacturer's association is compromised by the distributor contact.

6.5 Independent Distributor Change of Address

Independent Distributors must report any change of address by correcting such information in a timely manner, in their personal "back office" of their Emerald Essentials™ Self-Replicating Company Website. Emerald Essentials™ will not be responsible for any commission checks sent to improper addresses as a result of an Independent Distributor's failure to update their personal information.

6.6 Non-disparagement

Distributors must not disparage, demean, or make negative remarks about Emerald Essentials™, other Emerald Essentials™ distributors, Emerald Essentials™ services, the Compensation plan, or Emerald Essentials™ owners, board members, directors, officers, or employees.

6.7 Grievances and Complaints

When an Independent Distributor has a grievance or complaint with another Independent Distributor regarding any practice or conduct in relationship to their respective Emerald Essentials™ businesses, the complaining Independent Distributor should first report the problem to his or her sponsor who should review the matter and try to resolve it with the other party's upline sponsor. If the matter cannot be resolved, it must be reported in writing to Emerald Essentials™. Emerald Essentials™ will review the facts and attempt to resolve it. Decisions made by Emerald Essentials™ in any dispute shall be deemed final and binding.

6.8 Unethical Behavior or Activity

Emerald Essentials™ will not permit activity that is obviously unethical or unprofessional. Emerald Essentials™ will intercede when such behavior is evident, and reserves the right to use its sole judgment in deciding whether certain Independent Distributor activities are inappropriate and, if determined to be so, to act accordingly. Such behavior may result in termination or suspension at Emerald Essentials™ discretion.

6.9 Actions of Household Members or Independent Distributors Individuals

If any member of an Independent Distributor's immediate household engages in any activity which, if performed by the Independent Distributor, would violate any provision of the agreement, such activity will be deemed a violation by the Independent Distributor(s) and Emerald Essentials™ may take disciplinary action pursuant to the Statement of Policies against the Independent Distributor(s). Similarly, if any individual associated in any way with a corporation, partnership, trust or other entity (collectively, Independent Distributor(s) and/or an individual) violates this agreement, such action(s) will be deemed a violation by the entity, and Emerald Essentials™ may take disciplinary action against the entity. In other words, each Independent Distributor shall be responsible for the actions of anyone working with them in their business, or anyone residing in the same household.

6.10 Reporting Policy Violations

Distributors observing a Policy violation by another distributor should submit a written report of the violation directly to the attention of the Emerald Essentials™ Compliance department, complete with all supporting evidence and pertinent information. It is important to understand that information that is submitted will be kept confidential.

SECTION 7 - AUTOMATIC BILLING

7.1 Billing

Emerald Essentials™ offers distributors the opportunity to automatically pay their autoship each month. These transactions will be processed with a credit or debit card maintained on file with Emerald Essentials™. The distributor may make adjustments to their monthly subscription in the back office of the Emerald Essentials™ website.

SECTION 8 - BONUSES AND COMMISSIONS

8.1 Bonus and Commission Qualifications

In order to qualify to receive commissions and bonuses, a distributor must be in good standing and comply with the terms of the agreement and these Policies and Procedures. A distributor will qualify to receive commissions and bonuses as described in the official compensation plan's rules and requirements so long as he/she maintains an account in good standing for himself/herself.

8.2 Errors or Questions

If a distributor has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the distributor must notify Emerald Essentials™ in writing within 30 days of the date of the purported error or incident in question. Emerald Essentials™ will not be responsible for any errors, omissions, or problems not reported to the company within 30 days.

8.3 Bonus Buying Prohibited

Bonus buying is strictly and absolutely prohibited. Bonus buying includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of a distributor agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as a distributor or customer; (c) the enrollment or attempted enrollment of non-existent individuals or entities as distributors or customers ("phantoms"); (d) purchasing Emerald Essentials™ products on behalf of another distributor or customer, or under another distributor's or customer's ID number, to qualify for commissions or bonuses; and/or (f) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product purchases by end user consumers.

8.4 Reports

All information provided by Emerald Essentials™, including but not limited to personal sales volume (or any part thereof), and downline sponsoring activity is believed to be accurate and reliable. Nevertheless, due to various factors, including but not limited to the inherent possibility of human and mechanical error; the accuracy, completeness, and timeliness of orders; cannot be guaranteed to be accurate and reliable.

SECTION 9 - FREEDOM-FOUR-EVERTM COMPENSATION

9.1 Adherence to the Freedom-Four-Ever Compensation Plan

Distributors must adhere to the terms of the Emerald Essentials™ Compensation Plan as set forth in official Emerald Essentials™ materials. Distributors shall not offer the Emerald Essentials™ opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically stated in official Emerald Essentials™ materials. Distributors shall not require or encourage other current or prospective customers or distributors to participate in Emerald Essentials™ in any manner that varies from the program as set forth in official Emerald Essentials™ materials. Distributors shall not require or encourage other current or prospective customers or distributors to execute any agreement or contract other than official Emerald Essentials™ agreements and contracts in order to become an Emerald Essentials™ distributor. Similarly, distributors shall not require or encourage other current or prospective customers or distributors to make any purchase from, or payment to, any individual or other entity to participate in the Emerald Essentials™ Compensation Plan other than those purchases or payments identified as recommended or required in official Emerald Essentials™ materials.

9.2 Qualification Requirements

In order to qualify for monthly commissions, a Distributor must achieve a certain level of product sales each month. All commissions and qualifications are determined by the Commissionable Volume (CV) assigned to each product. The minimum requirement to qualify for monthly commissions is 50 Qualification Volume (QV). Qualification Volume (QV) is the total sum of all Personal Sales Volume (PV) plus all Retail Website Sales Volume (RV).

Qualifying Volume (QV): The total sales volume used to qualify a distributor for commissions. QV is the total volume generated by a distributor's Personal Sales Volume (PV) and Retail Website Sales Volume (RV) combined.
Note: Personal Sales Volume (PV) is not required to qualify for commissions as long as the Distributor achieves their QV through Retail Website Sales Volume (RV): QV = PV + RV

Personal Sales Volume (PV): The total sum of Commissionable Volume (CV) generated from a distributor's personal inventory purchases.

Retail Website Sales Volume (RV): The total sum of Commissionable Volume (CV) sold through each distributor's company-provided retail website.

Commissions & Bonuses
Your Monthly
Qualifying Volume (QV)
Duplication
Bonus
Monthly
25%
Retail
Website
Frontline
Retail Website
Matrix
Residual
Team
Leader
Bonus
Basic - 50 QV 25% 25% 30% * * *
Advanced - 100 QV 30% 25% 30% 10% YES! *
Business Builder - 200 QV 40% 25% 30% 10% YES! *
Team Leader - 200 QV (500 QV First Month) 40% 25% 30% 10% YES! YES!

9.3 Matrix Placement and Structure

As soon as a new distributor establishes their new account, they are immediately assigned the first available position in their sponsor's 3x10 forced matrix. The automated process starts with position one and continues through the sponsor's matrix sequentially until the first empty position is found.

Distributors must maintain at least $1 in QV each month to retain their original matrix position. If a Distributor does not maintain at least $1 in QV during any calendar month, they're position in the matrix is purged and the matrix is compressed automatically during the calculation of the affected month's commissions. The Distributor is considered to be inactive.

If the formerly inactive Distributor becomes active again by generating at least $1 in QV during a subsequent calendar month, they will again be assigned to the first available position in their sponsor's matrix as if the account is brand new.

Manual Matrix Placement: Distributors have the option to dictate manual matrix placement of a new personally sponsored distributor. When desired, the sponsoring distributor must provide his/her new enrollee the appropriate Distributor ID to place in the "Matrix Sponsor" field when signing up online. If an error is made at the time of signup, the sponsoring distributor is allowed seven calendar days to submit a written matrix placement request to customer service. All requests submitted after the initial seven calendar days will be denied.

9.4 Compensation Plan Timetable

All compensation plan calculations, requirements and timeframes are based on the calendar month. Distributors have until midnight (Eastern Time Zone) to achieve volume for the calendar month. The month for which an order's volume is posted will be determined based on the date and timestamp of when the order was originally placed into the system. An order's volume is not considered officially posted until payment is verified and the order shipment has processed as complete.

Commissions are calculated and posted final between the 10th and 15th of each month. Commission checks are mailed by the 20th of each month.

9.5 Retail Profits

An Independent Distributor may earn retail profits in three different ways:

  1. Purchase products at wholesale and resale them at retail prices.
  2. Earn a 30% commission on all personal Retail Website Sales Volume (RV).
  3. Earn a 10% commission on the total Retail Website Sales Volume (RV) generated by all personally sponsored distributors.

9.6 Duplication Bonus

Additional rewards can be achieved by building a sales team. Distributors can earn up to an incredible 40% commission bonus on the entire initial calendar month of Personal Volume (PV) sales (up to 1,000 PV) from every new personally sponsored distributor. The amount of Duplication Bonus a Distributor is qualified to earn is based on their own level of QV achieved during the same calendar month.

Note: The Duplication Bonus has a maximum payout of $400 and is paid out once for every new distributor's first calendar month's PV.

Examples: Your Personally Sponsored Distributor's Initial Month's Orders (PV)
Your Monthly
Qualifying Volume (QV)
50 PV 100 PV 200 PV 500 PV 1000 PV
50 QV (25% Commission) $12.50 $25 $50 $125 $250
100 QV (30% Commission) $15 $30 $60 $150 $300
200 QV (40% Commission) $20 $40 $80 $200 $400

9.7 Monthly Frontline Commissions

Frontline commissions are commissions earned from the monthly sales volume generated by all of a Distributor's personally sponsored distributors. Frontline commissions are earned from a personally sponsored distributor's sales volume beginning with their second calendar month of volume production. The first month's volume is used to pay the Duplication Bonus and Global Leadership Bonus, sections 9.6 and 9.10.

25% Commission Guarantee: Emerald Essentials™ has developed a revolutionary first in the industry with our incredible 25% Commission Guarantee. Distributors can earn an industry-shattering 25% monthly commission on the Personal Sales Volume (PV) of all their personally sponsored distributors every single month with no limits. In other words, the absolute minimum commission a Distributor can earn from the PV of everyone he/she personally enrolls is at least 25%.

10% Frontline Retail: For Advanced, Business Builder, and Team Leader qualification levels, Distributors may also earn 10% of the total Retail Website Sales Volume (RV) generated by all of their personally sponsored distributors.

Your Monthly
Qualifying Volume (QV)
Earn 25% of Monthly Frontline
Personal Volume (PV)
Earn 10% of Monthly Frontline
Retail Website Sales Volume (RV)
Basic - 50 QV YES! -
Advanced - 100 QV YES! YES!
Business Builder - 200 QV YES! YES!
Team Leader - 200 QV
(500 QV First Month)
YES! YES!

9.8 Team Leader Bonus

If a Distributor elects to join as a Team Leader by generating 500 Qualifying Volume (QV) their first calendar month of volume, it will permanently qualify them for the opportunity to earn a $50 Team Leader Bonus for every Team Leader he/she personally enrolls thereafter.

To earn the Team Leader bonus after the initial first month's 500 QV requirement, a Distributor must also achieve 200 QV during any calendar month he/she personally enrolls a new Team Leader.

9.9 Matrix Commissions

3x10 matrix commissions allow Distributors the opportunity to earn a commission on every single product sold throughout their entire 3x10 matrix organization, if qualified. 3x10 matrix commissions are calculated based on Organizational Sales Volumes (OV).

Organizational Sales Volume (OV): The total sum of Personal Sales Volume (PV) plus 20% of Retail Website Sales Volume (RV) generated by each distributor within a 3x10 Forced Matrix (Excludes the first month's PV from a new distributor. A new distributor's first month's PV is used to fund the Duplication and Leadership Bonuses, sections 9.6 and 9.10).

Note: Matrix Commissions are paid in addition to all monthly frontline commissions including the 25% Monthly Commissions!

Silver Gold Platinum Emerald Director Executive Presidential
Qualifying
Volume
50 QV 100 QV 100 QV 100QV 200QV 200QV 200QV
Personal
Sponsorship
Requirement
* * 4 Gold's 2 Platinum's 4 Emeralds 4 Directors 4 Executives
Level 1:
3 Positions
5% 5% 5% 5% 5% 5%
Level 2:
9 Positions
5% 5% 5% 5% 5% 5%
Level 3:
27 Positions
5% 5% 5% 5% 5% 5%
Level 4:
81 Positions
4% 4% 4% 4% 4%
Level 5:
243 Positions
4% 4% 4% 4% 4%
Level 6:
729 Positions
4% 4% 4% 4%
Level 7:
2,187 Positions
%2 %2 %2
Level 8:
6,561 Positions
%2 %2
Level 9:
19,683 Positions
%2
Level 10:
59,049 Positions
%2

9.10 Global Leadership Bonus

The Global Leadership Bonus is a pool established from 10% of all new distributors' initial PV generated during their first calendar month. The total sum of this pool at the end of each quarter will be shared across all distributors who were qualified as Director or Executive during each month of the quarter. The Director or Executive must maintain at least 50,000 OV each month of the quarter to qualify. The pool is split according to the total Organizational Volume (OV) of each Director or Executive as a percentage of the total OV represented by this group.

9.11 Presidential Bonus (2% Global)

Each quarter a bonus pool will be paid equal to 2% of the company's global Organizational Sales Volume (OV). The pool will be paid to all those who qualified as Presidential during each month of the quarter. The Presidential must maintain at least 100,000 OV each month of the quarter to qualify. The pool is split according to the total Organizational Volume (OV) of each Presidential as a percentage of the total OV represented by this group.

9.12 500K Presidential Club

Incredible leadership deserves incredible rewards. The 500K Presidential Club offers big rewards for those who maintain a track record of success, leadership, and community involvement. Emerald Essentials encourages all distributors to give back to their local community. Our leaders should be role models not only in business, but also in their support of community. Giving back to the community is a core component of the 500K Presidential Club.

Rank Qualification Cash Bonus Charitable Donation Bonus**
Presidential - 1 Star 100,000 Infinity OV/month for 6 consecutive months $5,000 $1,000
Presidential - 2 Star 150,000 Infinity OV/month for 6 consecutive months $10,000 $2,000
Presidential - 3 Star 200,000 Infinity OV/month for 6 consecutive months $15,000 $3,000
Presidential - 4 Star 500,000 Infinity OV/month for 6 consecutive months $30,000 $5,000
Presidential - 5 Star 500,000 Infinity OV/month for 12 consecutive months $70,000 $8,000
Presidential - 6 Star 750,000 Infinity OV/month for 12 consecutive months $120,000 $10,000
Presidential - 7 Star 1,000,000 Infinity OV/month for 12 consecutive months $250,000 $25,000

As soon as a Presidential ranked Distributor achieves at least 100,000 Infinity OV in 6 consecutive months, they will be awarded a 500K Presidential Club Bonus based on rank up to the 4 Star level. As soon as a Presidential ranked Distributor achieves at least 500,000 Infinity OV in 6 consecutive months, they will be awarded at the 4-Star level and begin qualification toward the 12 month levels of 5,6 and 7 Star ranks. As soon as a Presidential ranked Distributor achieves at least 500,000 Infinity OV in 12 consecutive months, they will be awarded the cash bonus for 5, 6, or 7 Star levels minus any previously awarded bonuses at the 1, 2, 3 or 4 Star levels where the qualifying periods overlap.

**Charitable Donation Bonus: Emerald Essentials will make a matching donation up to the amount shown to any charitable organization requested by the qualifying Presidential.

9.13 Auto-Ship Credits

A Distributor's first $50 in total monthly earnings is automatically credited, or banked, in the form of auto-ship credits. Distributors have the option to increase this setting up to $200 per month. An internal tracking system automatically applies earned monthly Auto-ship Credits to the total cost of auto-ship orders the following month. Auto-ship Credits offer Distributors the convenience of ensuring monthly wholesale product orders are easily and conveniently funded. Any Auto-ship Credits not used within one monthly cycle of being posted will convert to a cash payout the following commission cycle.

SECTION 10 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

10.1 Disciplinary Sanctions

Sanctions will not be employed lightly, nor will Emerald Essentials™ be arbitrary or unfair in their use. It is important to remember, however, that an Independent Distributor who violates these policies and procedures jeopardizes the integrity and standing of all Independent Distributors.

Emerald Essentials™ reserves the right to revoke the status of Independent Distributors or place violators on probation for a period which may delay their eligibility for advancement in the marketing plan. It is for the benefit of everyone that ALL Independent Distributor(s) abide by the letter and spirit of these policies and procedures.

A distributor's violation of any policies and procedures, the agreement, terms and conditions or any illegal, fraudulent, deceptive, or unethical business conduct may result, at the Company's discretion, in one or more of the following disciplinary actions:

  1. Issuance of a written warning or admonition.
  2. Imposition of a fine, which may be imposed immediately or withheld from future commission checks.
  3. Withholding from a distributor all or part of the distributor's bonuses and commissions during the period that Emerald Essentials™ is investigating any conduct allegedly contrary to the agreement. If a distributor's business is cancelled for disciplinary reasons, the distributor will not be entitled to recover any commissions withheld during the investigation period
  4. Reassignment of all or part of a distributor's organization.
  5. Suspension, which may result in termination or reinstatement with conditions or restrictions.
  6. Termination of the distributor.
  7. Instituting legal proceedings for monetary and/or equitable relief. Each violation is reviewed on a case-by-case basis, and all disciplinary actions are at the sole discretion of Emerald Essentials™.

10.2 Mediation

If any dispute or claim arises out of or relates to this agreement/contract or the breach or termination thereof that cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to other applicable dispute resolution procedure.

The obligation to mediate shall not apply to any claim by either party seeking interim relief, including without limitation, requests for temporary restraining orders, preliminary injunctions, or any other orders which a court may issue when deemed necessary in its discretion to preserve the status quo or to prevent irreparable injury, including the claim of either party for equitable relief to preserve the status quo pending the completion of a mediation proceeding. The party awarded interim or injunctive relief shall not be required to post bond.

All claims or disputes arising out of or relating to the agreement or the breach or termination thereof, which are not resolved by negotiation, shall be brought into the State Court in Davidson County, Tennessee, unless the subject matter of the dispute arises exclusively under federal law, in which event the dispute shall be submitted to the United States District Court located in or closest to said County. The Parties hereby submit to the jurisdiction of the courts mutually selected by them pursuant to this paragraph. To the fullest extent that it may effectively do so under applicable law, (1) The parties waive the defense of an inconvenient forum to the maintenance of an action in the courts identified in this paragraph, and (2) agree not to commence any action of any kind against the other or other's officers, directors, employees, agents or property arising out of or relating to the agreement, except in the courts identified above.

10.3 Arbitration

If mediation is unsuccessful, any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by confidential arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Distributors waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in the County of Davidson in the State of Tennessee. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel which the American Arbitration Panel provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the agreement.

Nothing in these Policies and Procedures shall prevent Emerald Essentials™ from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect Emerald Essentials™ interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

10.4 Governing Law, Jurisdiction, and Venue

These rules are reasonably related to the laws of the State of Tennessee and shall be governed in all respects thereby. The parties agree that jurisdiction and venue shall lie with the place of acceptance of the Independent Distributor application, which shall in all cases be the County of Davidson in the State of Tennessee.

SECTION 11 - EFFECT OF CANCELLATION

11.1 Effect of Cancellation

So long as a distributor complies with the terms of the Distributor Agreement and these Policies, Emerald Essentials™ shall pay commissions to such distributor in accordance with the Compensation Plan.

A distributor's bonuses and commissions constitute the entire consideration for the distributor's efforts in generating sales and all activities related to generating sales (including, but not limited to, building a downline organization).

Following a distributor's non-continuation of his or her Distributor Agreement or voluntary or involuntary cancellation of his or her Distributor Agreement (all of these methods are collectively referred to as "Cancellation"), the former distributor shall have no right, title, claim or interest to the downline organization which he or she operated, or any commission or bonus from the sales generated by the organization. Distributors waive any and all rights, including, but not limited to, property rights, in the downline which they may have had.

Following a distributor's cancellation of his or her Distributor Agreement, the former distributor shall not hold him or herself out as an Emerald Essentials™ distributor and shall not have the right to sell Emerald Essentials™ products.

A distributor whose Distributor Agreement is cancelled shall receive commissions and bonuses only for the last full pay period he or she worked prior to cancellation (less any amounts withheld during an investigation preceding on involuntary cancellation).

An Emerald Essentials™ distributor has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the company at its principal business address, or via email to Emerald Essentials™. The written notice must include the distributor's signature, printed name, address, and distributor ID Number.

11.2 Termination of Independent Distributor's Account

Emerald Essentials™ reserves the right to terminate any Independent Distributor(s) account at any time for cause, or suspend any Independent Distributor for a probationary period when it is determined that the Independent Distributor has violated the provisions of the Independent Distributor(s) Agreement, including the provisions of these Policies and Procedures as they now exist or may be amended, or the provisions of applicable laws and standards of fair dealing. Such involuntary termination shall be made by the Company at its discretion.

Upon such a termination, Emerald Essentials™ shall notify the Independent Distributor(s) in writing at the last known address listed in the Emerald Essentials™ Back Office. Any such termination notice shall be deemed effective upon the date of mailing the written notification.

The terminated Independent Distributor agrees to immediately cease representing himself/herself as an Independent Distributor, and will not be allowed to ever return to the position of Independent Distributor with Emerald Essentials™. Where applicable state law on termination of an Independent Distributor is inconsistent with Emerald Essentials™ policy, such state law termination procedures shall be in force.

If the Independent Distributor wishes to appeal the termination, Emerald Essentials™ must receive the appeal in writing via U.S. Postal Mail with confirmation receipt within fifteen (15) days from the date of mailing of Emerald Essentials™ termination letter. If the appeal is not received within the 15-day period, the termination will be automatically deemed as final. If the Independent Distributor files a timely appeal of termination, Emerald Essentials™ will review and reconsider the termination, consider any other appropriate action and notify the Independent Distributor of its decision. The decision of Emerald Essentials™ will be final and subject to no further review.

In the event that the termination is not rescinded, the termination will be effective as of the date of Emerald Essentials™ original termination notice.

Upon termination of an Independent Distributor account, all rights to commissions, position, and wholesale purchase rights cease. The terminated Independent Distributor will not be eligible for future sponsorship.

11.3 Notices to Emerald Essentials™

Any notice to Emerald Essentials™ should be sent to the corporate office at:

Emerald Essentials
99 NW 1st Ave
High Springs, Florida 32643

SECTION 12 - GLOSSARY OF TERMS

Agreement: The contract between the Company and each distributor; includes the Distributor Agreement, the Emerald Essentials™ Policies and Procedures, and the Emerald Essentials™ Compensation Plan, all in their current form and as amended by Emerald Essentials™ in its sole discretion. These documents are collectively referred to as the "Agreement."

Cancellation: The termination of a distributor's business. Cancellation may be either voluntary or involuntary.

Commissionable Volume (CV): The value assigned to each product upon which sales commissions are calculated.

Compensation Plan: The guidelines and referenced literature for describing how distributors can generate commissions and bonuses.

Customer: A customer who purchases Emerald Essentials™ products and does not engage in building a business or selling products.

Distributor: An individual, who purchases product, generates sales and business building commissions.

Infinity OV: The total sum of all Organizational Sales Volume throughout unlimited levels of a distributor's entire organization. This volume is only used to determine levels of qualification within the 500K Presidential Club.

Official Emerald Essentials™ Material: Literature and other materials developed, printed, published, and distributed by Emerald Essentials™ to distributors.

Organization: The customers and distributors placed below a particular distributor.

Organizational Sales Volume (OV): The total sum of Personal Sales Volume (PV) plus 20% of Retail Website Sales Volume (RV) generated by each distributor within a 3x10 Forced Matrix (Excludes the first month's PV from a new distributor. A new distributor's first month's PV is used to fund the Duplication and Leadership Bonuses). OV = PV + 20% RV

Personal Sales Volume (PV): The total sum of Commissionable Volume (CV) generated from a distributor's personal inventory purchases. Placement: Your position inside your Sponsor's organization.

Qualifying Volume (QV): The total sales volume used to qualify a distributor for commissions. QV is the total volume generated by a distributor's Personal Sales Volume (PV) and Retail Website Sales Volume (RV) combined.
Note: Product purchases are not required to qualify for commissions. QV = PV + RV

Retail Website Sales Volume (RV): The total sum of Commissionable Volume (CV) sold through each distributor's company-provided retail website.

Sponsor: A distributor who enrolls a customer or another distributor into the Company, and is listed as the Sponsor on the website. The act of enrolling others and training them to become distributors is called "sponsoring."

Upline: This term refers to the distributor or distributors above a particular distributor in a sponsorship line up to the Company. It is the line of sponsors that links any particular distributor to the Company.