OUR COMPANY

Section 1 – Introduction

1.1      Welcome

With humble hearts, we welcome you to EnerUp World Inc. (“EW”) Health & Lifestyle! We are honored that you have made this decision to join us. EW is committed to providing you with the best natural products and pro-associate business opportunity

1.2      Purpose:

This Policies & Procedures for Associates serves to:

• Establish high-quality acceptable business principles
• Specify the details of the relationship between Associates and EW.
• Assist you in building and protecting your business

 

1.3       As stated in the Associate Application and Agreement, these Policies & Procedures, together with the EW Compensation Plan and the Associate Application & Agreement collectively form the “Agreement” between you and EW. 

1.4       Code of Ethics:  EW Associates are encouraged to follow these principles:

• Honesty and integrity in all business dealings
• Prompt and efficient service to all clients
• No disparaging or negative remarks about competitors or other Associates
• Encourage, support, and lead Associates who I sponsor into the plan as I build my business
• Respect the privacy of other associates, and EW staff
• Make no claims for or representations about any EW products other than those found in current literature or labels or other official EW marketing materials
• Will not use any EW’s properties, including intellectual properties (tradename, trademarks, etc.) and tangible properties (office space, supplies, equipment, etc.)  to further any other business interest
• Present the compensation plan accurately, clearly, and honestly to potential new Associates

 

Section 2 – Becoming an EW Associate

2.1       To apply become an EW Associate, an applicant must:

• Be of the age of majority to enter into binding contracts in their province/territory of residence.
• Submit a completed and signed EW Associate Application & Agreement, including reading and agreeing to the Compensation Plan and these EW Policies and Procedures.
• Purchase a Starter Kit (including payment of the Membership fee)

The Company reserves the right, in its sole discretion, to accept or reject any application.  Successful applicants will receive a confirmation e-mail from EW, at which point EW will enter into the Agreement with you and you will officially be an EW Associate.    

2.2       Same household applicants

In the event, there are two or more applicants in one household:

• The two may become “co-Associates” in a single independent distributor business. In this situation, the action, consent, or acceptance by one binds both co-Associates.
• If one person is already an Associate, the other, non-participating person may become a co-Associate if the existing Associate agrees to become a co-Associate as well.
• If two associates marry, they may combine their independent distributor businesses into one with the two of them functioning as co-Associates, sell or terminate one of them, or they may choose to maintain separate independent distributor businesses.

 

2.3       As an exception to 2.2 above, children of an Associate who have reached the age of majority may become a separate independent Associate, as long they are the main applicant and are serious about starting their own business as an Associate.  Children are prohibited from enrolling purely to benefit their parent’s standing in the plan – see section 3.10 below on “stacking”.

2.4       Types of Customers

• Customers –People who buy EW products from Associates for personal consumption.
• Preferred Customers – People sign up under the Preferred Customer Terms and Conditions and pay the required annual registration fee.  They are entitled to buy EW products from Associates for personal consumption at a special “Preferred Customer” price. 
• Associates – People who enter into the Agreement and pay a yearly Membership fee.  They are entitled to buy EW product for resale to Customers or Preferred Customers, to be compensated under the EW Compensation Plan, and can recruit other people to be EW Associates. 

2.5       Business Entities – Only individuals may enter into this Agreement with EW.  Business Entities, including but not limited to, corporations, partnerships, unincorporated associations, trusts, etc. are not permitted to enter into an Agreement with EW.

 

Section 3 – General Policies

3.1       Associate as Independent Distributor – The legal relationship between EW and the Associate is intended to be one of independent contractor, where the Associate runs an independent distributor business on its own account, buying EW products for resale, with the specifics of that legal relationship agreed to be as follows:

Control - Subject to the terms of this Agreement, and other applicable laws, Associates shall have complete control and discretion over the operation of their independent businesses including, without limiting the nature of the foregoing, how much or how little time they may devote to their businesses, and shall be entitled to establish their own business goals, business hours, and business methods, policies and procedures.

Ownership of Tools – The Associate shall be responsible for the ownership and acquisition of any business tools, equipment, assets, and expenses, and all business goods, services and intangibles that the Associate, in his/her discretion, believes necessary for the operation of its independent business including, without limiting the generality of the foregoing, the location and appointment of his or her business office, business cards, letterhead, computer equipment, motor vehicle(s), and other tools and equipment (e.g., phone, office supplies etc.) which he/she alone deems necessary for operation of his/her business, all of which shall established and/or acquired by the Associate at his/her own expense. The Associate shall also maintain such insurance, such as liability, fire and theft insurance, during the term of this Agreement for the benefit of his/her business, in amounts as he/she deems appropriate, and at his/her own expense.

Chance of Profit/Risk of Loss – EW and the Associate agree that all expenses incurred by the Associate in the operation of his/her business shall be incurred on his/her own account, and be his/her own responsibility.  EW and the Associate also agree that the terms of the Associate’s compensation under the Compensation Plan is entirely set out in the Compensation Plan, and accordingly, the chance of profit and the risk of loss inherent in the Compensation Plan, and inherent in the operation of the Associate’s independent business, rests entirely with the Associate, with no “expense reimbursement” or “minimum compensation” being offered or guaranteed by EW whatsoever.

No Power to Bind - While an Associate shall be entitled to inform others that he/she is an Associate engaged by EW in an independent status, he/she shall at no time represent himself/herself to be an employee of EW, and shall clarify with others, where necessary, his/her status as an independent contractor of EW.  The Associate has no authority (expressed or implied), to bind EW to any obligation, and shall not be construed as purchasers of a franchise or a business opportunity.

No Creation of Employment, Agency, Partnership, Franchise or Joint Venture Relationship - The legal relationship between EW and its Associates is not intended to create, and does not create, an employer/employee relationship, agency, partnership, franchise or joint venture relationship between EW and the Associate.

Treatment as Independent Contractor for Tax and Other Purposes - Accordingly, the Associate will not be treated as an employee of EW for Canadian provincial or federal tax purposes (including, but not limited to: federal income tax withholding or reporting requirements, federal unemployment insurance and CPP deductions, the GST/HST, and other like taxes, and provincial employment standards rules and workers’ compensation legislation purposes).

 

3.2       Succession

Your Agreement with EW is not inheritable.  In the event of your death the Agreement terminates immediately.  Bonuses and commissions earned before the date of death will be paid out to the Estate.
In the event one of two co-Associates passes away, the remaining co-Associate can continue to carry on the independent distributor business, but they cannot add a new co-Associate.  On the death of the remaining co-Associate the Agreement terminates immediately. 

3.3       Separation of EW Associates Business

During the proceedings of a divorce, arrangements must be made to ensure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other business upline or downline of sponsorship.

• One of the parties may, with written consent from the other party continue to operate the business. A new Associate Agreement is needed from the person continuing the business
•  Parties may continue to operate the business as usual. EW will continue to issue commissions and bonuses to the same individual unless both parties agree otherwise.
• Under no circumstances will the downline organization be divided, nor the commissions or bonuses be given separately.
• If a former spouse relinquished all rights in his/her business, she/he is free to enroll under any sponsor of her/his choosing. However, she/he has no right to any Associate in their former organization.

 

3.4       Roll-up – when a vacancy occurs (i.e. due to termination), each distributor in the first level immediately below the terminated distributor will be moved, on that same day the termination occurs, to the first level of the terminated distributors sponsor

3.5       Termination

3.5.1 – Termination of Agreement – This Agreement between the Associate and EW can be terminated under the following circumstances:

• An Associate may terminate the Agreement at any time by sending notice in writing to EW.  Termination in this matter is effective within 2 business days of receipt by EW.   
• EW may terminate the Agreement if the Associate has violated any part of this Agreement.  Before terminating an Associate under this provision the Company will first issue a written warning to the Associate and provide them with a 7 day period to come into compliance with the Agreement.

 

3.6 – Consequences of Termination

• When this Agreement terminates, the Associate loses all rights under the Agreement, including their downline. 
• The Non-Solicitation Clause found at section 3.9  survives the termination of this Agreement. 
• remains in force for a period of 12 months following termination.
• An Associate may not rejoin EW for a period of at least 12 months following Termination.  If an Associate does rejoin EW they will be treated as a new Associate in all respects. 

 

3.6       Inactivity – If you do not pay your annual Membership fee you will be considered “inactive”.  After being “inactive” for 30 days, your Agreement will be terminated. 

3.7       Product Liability Claims and Representations

3.7.1    Indemnification

Associate is fully responsible for all verbal and written statements regarding EW’s products, services, and the compensation plan which are not contained in official EW materials. Associate agrees to indemnify EW, it’s directors, officers, employees, and agents, and hold them harmless from any and all liability including judgements, civil penalties, refund, attorney fees, court costs, or lost business incurred by EW as a result of the Associate’s unauthorized representations or actions.

3.7.2    Product Claims

An Associate shall limit their product claims to those specific claims that appear in the official product promotional materials prepared by the Company for the Canadian market. Claims from other countries are not permitted to be made in Canada. Associates who violate this provision will be given a written warning for the first offense, and terminated immediately upon a second offense. Associates are not permitted to diagnose or prescribe any EW product unless they are licensed to do so.  Any Associate found diagnosing or prescribing EW products without appropriate medical credentials may be subject to immediate termination of their Agreement.  

3.7.3    Income Claims

Associates are prohibited from making false or misleading income or lifestyle claims or projections to prospective distributors. 

All income and lifestyle claims or projections (including testimonials about the Associate’s own earnings) must be supported with fair, reasonable, and timely disclosure of the official EW “Statement of Typical Participant Earnings”. Associates are encouraged only to use EW official promotional materials in order to safeguard against the making of inappropriate earnings or lifestyle representations. 

Associates must clearly state in all presentations to prospective Associates that there will be no commissions earned from sales of starter kits or recruitment of new Associates.  EW does not pay any bonuses, commissions, or other remuneration, or allow Associates to make similar payments, for mere sponsoring/enrolling of a new Associate.   

Associates must make clear to prospective distributors that; (a) profits are not guaranteed and that the compensation plan is based upon sales of products, and (b) the financial success of a distributor depends entirely upon his/her effort, dedication, and the trainings and supervision he/she provides to his/her organization.

3.8       Unauthorized Recruiting

• Associates may engage in other business opportunities, including other direct selling activities, involving products and/or services not offered or marketed by EW. However, Associates are not permitted to recruit any other EW Associates whom you did not personally sponsor into any other business opportunity.  Associates are not permitted to recruit within the EW premises
• Associates agree, during the term of the Agreement, not to sell, or promote any other business opportunities, products, or services that are in direct competition with EW. Violation of this provision will result to termination.
• Associates are prohibited from recruiting existing Associates away from another Associate’s downline and into their own downline.  This is called “cross-line recruiting” and is strictly prohibited. 
• The use of fictitious names and ID numbers when signing up new associates is prohibited.

 

3.9       Non-Solicitation Clause

• During the term of the Agreement and for a period of 12 months following termination, Associate agrees not to solicit, directly or indirectly, other Associates whom he/she did not sponsor personally in order to sell, offer to sell, or promote other products, services, or business opportunities
• This provision shall survive the termination of this Agreement. 

3.10     Bonus Buying and Stacking – Buying product simply to qualify for a bonus or compensation (“Bonus Buying”) is prohibited.  Similarly enrolling friends or family members as Associates solely for the purpose of increasing your downline and without any legitimate purpose (“Stacking”) is prohibited. 

3.11     Repackaging and Relabeling – Repackaging or relabeling any EW product is strictly prohibited. 

3.12     Product Liability – EW is not responsible for any claims that arise as a result of an Associate’s misconduct in storing or handling of product, or from any claims that arise as a result of an Associate acting in contravention of this Agreement by relabeling product, or marketing/promoting/describing a product otherwise than in accordance with official EW product promotional materials.  Any Associate found making inappropriate product claims, or handling products improperly, may be subject to immediate termination of their Agreement. 

3.13     Retail Stores and Online Sales – Associates may not sell or display products at any fixed place of business including retail stores, kiosks, flea markets, etc.
Selling online, otherwise than through an official EW replicated website, is prohibited.  For greater clarity, selling product through auctions such as eBay, classified sites such as Kijiji or Craigslist, e-commerce marketplaces such as Amazon, Alibaba, or AliExpress, or any other websites that have not been approved by EW are prohibited

3.14     Trade Shows and Expositions – An Associate may sell product at a temporary Trade Show or Exposition provided that the Associate writes to EW requesting permission to attend at least 1 month in advance of the date of the event.  EW will not grant permission to more than one Associate to sell at the same event. 

3.15     Service Establishments – Associates are allowed to sell products to service establishments such as spas, offices of doctors or other health professionals, health clubs, and gyms.  However Associates cannot sell their products at these fixed retail locations. 

 

Section 4 – Sponsor Policies

4.1       Sponsoring – Prospective associates have the right to choose their own sponsor. If two sponsors invite the same prospective associate, the first sponsor has 30 days to have him/her sign up. If after 30 days if the prospective associate has not signed up to become an Associate, then the second sponsor can follow up with the prospective associate.

4.2       Training, and Mentoring –Every sponsor is encouraged to train and mentor their new Associates in order to help them be successful in their own independent distributor business. 

4.3       Non-Disparagement – Sponsor’s must not disparage, defame, or slander other EW associates, EW products, compensation plan, or the Company’s employees. Violation of this term may result in termination of the Agreement.

4.4       Reporting policy Violations – You must report any observed policy violations by emailing EW’s Compliance Department at _________________ or by calling the Customer Care Department at _______________.

 

Section 5 – Advertising

5.1       Use of Company Materials – Use current official Company’s approved materials only. All EW’s materials are copyrighted. Anyone found reproducing EW materials without written approval from Company may be terminated.

5.2       Media Inquiries –All inquiries of any type must be reported immediately to EW’s Compliance Department.  Associates are prohibited from responding to media inquiries directly. 

5.3       Associates Own Advertising Materials – Associates are only allowed to use official EW marketing materials as found on the EW website or purchased from EW.

5.4       Internet Policy

5.4.1    Domain Names – Associates may not use, attempt to register, register, or own any of EW’s trade names, trademarks, service names, service marks, product names, company names, or any derivative thereof for any internet domain name in whole or in part.

5.4.2    Privacy Policy Language – Associates must implement a written privacy policy that protects any information gathered from the web from being sold or used by anyone else.

5.4.2    Unsolicited electronic communicates (Spam) – Canada has a very robust anti-spam legislation that generally prohibits the sending of unsolicited electronic messages.  Associates who choose to send unsolicited electronic messages in the course of their business as an independent distributor should inform themselves of the applicable legal requirements and ensure they strictly comply with same. 

5.4.3    Telephone and fax communication – Associates are not authorized to use the EW name or any official EW materials for the purpose of sending unsolicited telephone of fax communications.  Additionally, Associates should inform themselves of the applicable legal requirements for making unsolicited telephone and fax communications (including but not limited to the national Do Not Call List program, and federal and provincial privacy legislation) and ensure they strictly comply with same. 

5.4.4    Personal Website – EW offers a personalized replicated website to assist in your marketing efforts. Kindly contact Customer Department for more details and assistance with same.  

5.5       Product Testimonials – The use of product testimonials is prohibited except for use of those testimonials which appear in official EW product and promotional material.  Associates who wish to make a personal product testimonial which does not appear in official EW product and promotional material must apply to have their testimonial approved by EW before use it. 

5.6       Photographs of Associates – By becoming an Associate, you consent to have your picture taken at various EW sponsored events and to have those images used as EW may see fit in advertising and marketing materials.

 

Section 6 – Sales

6.1       Product Sales – This compensation plan is based upon sale of EW’s products and services to end consumers. To that end:

• A minimum of 70% of your orders for resale must be sold to customers   EW has the right to request sales receipt/records from any Associate to ensure that the 70% rule is followed.  Associates violating this requirement may be subject to immediate termination of their Agreement.
• Official Company retail receipts must be fully completed, signed, and issued to all customers. The retail receipt/sales contract comes in duplicate, and one copy must be left with the customer at the time of entering into the contract.  The other copy must be retained by the Associate.  EW reserves the right to request copies of these retail receipts from time to time to verify retail sales.  Associates who breach this rule will be subject to the Contractual Remedies discussed below, including potentially, termination of their Agreement with EW.  
• Associates agree not to stock excessive inventory and to abide by the 70% rule above. 

 

6.2       Inventory Loading Prohibited – Associates are strictly prohibited from purchasing EW products in commercially unreasonable amounts.  Without limiting the generality of the foregoing provision, Associates are not required to carry an inventory or products or services or sales aids.  Associates who choose to carry an inventory of EW products or services or sales aids may find making retail sales and building an independent distributor business is easier because of the decreased response time in fulfilling customer orders or in meeting a new Associates’ needs.  Each Associate must make his or her own decision with regard to these matters. 

EW strictly prohibits the purchase of products or services or sales aids primarily for the purpose of qualifying for commissions, bonuses, or advancement in the Compensation Plan.  Associates may not purchase more inventory than they can reasonably resell in a month, nor may they encourage others to do so. 

Associates found violating these rules will be subject to the Contractual Remedies discussed below, including potentially, termination of their Agreement with EW. 

 

Section 7 – Commissions and Bonuses

7.1       Commission and Bonus– weekly commission to be given every Friday and monthly bonus to be given every 28th of the month. Commission amounts under $20 will not be issued but retained as earnings and will not be released until such time as total commission exceeds $50.00.

7.2       Adjustments – Associates agree that adjustments will be made to your commission for any bank processing fees, unpaid balances owing by the Associates, or for debts owed to EW for other services.

7.3       Errors and Questions – If you have any questions about your commission/bonus amount, or if you notice any discrepancies, please report them to EW within 45 days from the issued date of payment.  If you have not contacted us within 45 days, you are deemed to have accepted the payment calculations as accurate. 

 

Section 8 – Order Policy

8.1       Ordering by Associates

• Can be done on the Company’s corporate/replicated website with their Associate ID#,
•  Order through phone 587 393 6745 (Monday – Friday; 9am-3pm), or by fax 587 393 6752 using their Associate ID#
• Can order through email.
• All orders must be paid in full before shipment. 

8.2       Ordering by Preferred Customers and Customers

• Customers can order directly from an Associate’s replicated website
• For Customers or Preferred Customers who order through the Corporate website and do not have an Associate’s ID#, they will be given an option to choose the nearest active Associate closest to their area
• Order through phone 587 393 6745 (Monday – Friday; 9am-3pm), or by fax 587 393 6752 using an Associate’s ID#
• All orders must be paid in full before shipment. 

8.3       Direct Fulfillment Preferred Customer and Customer Ordering

• When Preferred Customer and Customers order online (through either the Associate’s replicated website, or the Corporate website), by phone, or by fax, Associate acknowledges that EW is merely accepting the order on the Associate’s behalf, and that the Associate is the person selling to the Preferred Customer or Customer.
• Instead of shipping the product to the Associate, EW will ship the product ordered by the Preferred Customer to Customer to the address they specify.
• EW will process payment from the Preferred Customer or Customer on behalf of the Associate. 
• Associate agrees that as part of this direct fulfillment process, upon receipt of an order by EW, EW shall consider the Associate to have placed a corresponding order for product from EW.  EW shall be authorized to charge the Associates’ credit card for an amount equal to the wholesale price of the product. 

 

Section 9 – Return Policy

9.1       EW reserves the right to review each return or exchange on a case-to-case basis. Returns will cause promotions, credits, commissions, and bonuses to be adjusted or reversed, both for the person making the return and for any upline associates who received compensation on such sales.

 

9.2       Associate Return Policy (Buy-Back Guarantee)

• As an Associate of EW you can return any products purchased during the previous 30 days. 
• EW will refund original purchase price, less a 10% restocking fee on all returns in “saleable condition”.  Shipping fees will not be refunded.  “Saleable condition” means that:
  • The product is unopened and unused.
  • It is in a condition that can be resold at full price by EW. 
  • It was not identified as “final sale”, “clearance” when you purchased it. 
• Associates can return product with a manufacturer’s defect (i.e. leaking, defective cap, mislabeled, etc.) even if the product is not in “saleable condition” so long as it is returned within 30 days of the date of purchase. 
• Subsequent to a return all commissions, bonuses, etc. will be recalculated as if the original sale never occurred.  If EW paid the Associate a commission, bonus, etc. prior to the date of the return, Associate will be responsible for repaying the amount attributable to the original sale. 
• You may cancel any services you have purchased (for example, replicated website service) provided you give EW written notice (a “Cancellation Notice”) specifying the services you wish to cancel.  Services cannot be cancelled mid-month, and all Cancellation Notices shall be effective as of the last day of the monthly billing period. 

 

9.2.1   

• Customers and Preferred Customers who are dissatisfied with any EW product may return products to the EW Associate who did the sale
• Associates are responsible for returning the product 10 days after receiving it. If damaged or wrong product, not subject to fees.
• Any unopened product can be returned within 30 days after shipment for full refund less shipping charges. Refunded in the same method of payment.
• Manufacture defects (leakage, defective caps, mislabeled) 30 days after shipment for full refund and not subject to fees
• Damaged or incorrect shipment of products – 30 days after shipment and not subject to fees. Must notify EW for damaged product received within 5 days of receipt
• No return for promotional products
• Product kits – must be returned unopened and complete; otherwise not eligible for refund or exchange

 

9.2.2    Procedures for Returns

• All products must be returned in its original container/packaging
• Customers should return product to the Associate who sold them the product if convenient.  If this is not convenient please contact the Customer Care Department to make return arrangements.
• Associates who wish to return product should contact the Customer Care Department to make return arrangements. 
• Customer or Associate who purchased the products is responsible for the return
• All returns require a Return Merchandise Authorization Number that must be written on the outside of the packaging, otherwise it will be returned to sender. Customers or Associates can obtain number by calling the Customer Care Department.
• A completed product return form must be included with the package.
• All returns covered within the 10-day cooling off period EW will only handle the return shipping cost in applicable provinces. For returns made outside the 10-day cooling off period, customers shall be fully responsible for all shipping costs. 
• The Sender shall be responsible for tracking of returned products during shipping. EW is not liable for returned products lost or damaged in transit.

 

9.3   

• Customers and Preferred Customers who are dissatisfied with any EW product may return products to the EW Associate who did the sale
• Associates are responsible for returning the product 10 days after receiving it. If damaged or wrong product, not subject to fees.
• Any unopened product can be returned within 30 days after shipment for full refund less shipping charges. Refunded in the same method of payment.
• Manufacture defects (leakage, defective caps, mislabeled) 30 days after shipment for full refund and not subject to fees
• Damaged or incorrect shipment of products – 30 days after shipment and not subject to fees. Must notify EW for damaged product received within 5 days of receipt
• No return for promotional products
• Product kits – must be returned unopened and complete; otherwise not eligible for refund or exchange

 

9.4    Procedures for Returns

• All products must be returned in its original container/packaging
• Customers should return product to the Associate who sold them the product if convenient.  If this is not convenient please contact the Customer Care Department to make return arrangements.
• Associates who wish to return product should contact the Customer Care Department to make return arrangements. 
• Customer or Associate who purchased the products is responsible for the return
• All returns require a Return Merchandise Authorization Number that must be written on the outside of the packaging, otherwise it will be returned to sender. Customers or Associates can obtain number by calling the Customer Care Department.
• A completed product return form must be included with the package.
• All returns covered within the 10-day cooling off period EW will only handle the return shipping cost in applicable provinces. For returns made outside the 10-day cooling off period, customers shall be fully responsible for all shipping costs. 
• The Sender shall be responsible for tracking of returned products during shipping. EW is not liable for returned products lost or damaged in transit.

 

Section 10 – Shipping

10.1     Local orders (Calgary only) may be picked-up at no shipping cost. Domestic orders are generally shipped within 2 business days (excluding weekends and holidays). Packing slip included and contains; order number, member number, name, product code, product name and price, amount, and method of payment. Associates should retain a copy of the packing slip for their personal accounting records as this information may be useful in determining your cost of goods sold. 

10.2     Shipping Discrepancies – Please check your shipment and notify EW immediately of any shipping discrepancies and request a correction.  Failure to notify EW of shipping discrepancies within 5 business days of receipt of shipment will forfeit your right to request a correction. You can notify EW of a shipping discrepancy by calling the Customer Care Department or taking a photo of the discrepancy and attaching it to Customer Care email.
Section 11 – Payment

11.1     Methods of Payment – Associates may make payment in one of the following formats: 

 

• Credit/Debit Cards
• Money Order/Bank Draft
• EFT/E-mail Transfer
• Cash

 

Section 12 – Distributor Account Management

12.1     All Associates must immediately notify EW for any changes to the information in their Associate Application and Agreement (e.g. address, phone number, etc.). To notify EW please complete and submit an EW Personal Information Change Form, or make your changes directly by accessing the virtual office on the Corporate Website.

12.2     Change of sponsorship is prohibited – an Associate cannot change his or her sponsor after joining the EW plan. 

Section 13 – Dispute Resolution and Remedies for Breach

13.1     Dispute between Associates

 

• Associates are encouraged to try and resolve any disputes they may have with each other amicably at first.  If Associates cannot resolve the issue alone, please advise your Sponsor, and your Sponsors will try and resolve the issue for the Associates.  If the matter is still not resolved, please e-mail the Compliance Department.  Be sure to include all specific details about the dispute. Compliance Department will investigate the issue.  The Compliance Department may make a final determination, and the Associates agree to abide by the determination of the Compliance Department and act in accordance with same. 

 

13.2     Dispute between EW and Associates

In the event that EW and an Associate have a serious dispute, this section sets out the process used to resolve any disputes. 

13.2.1 – Class Action Waiver – EW and Associate both agree not to assert any claim as a class, collective, or representative action if the amount of the individual claim exceeds $1,000.  This paragraph is enforceable where the applicable law permits, and shall have no effect where the applicable law prohibits class action waivers as a matter of law. 

All individual claims shall proceed to mandatory mediation, as described below. 

13.2.1 - Mandatory Mediation – EW and Associate agree to meet in good faith and attempt to resolve any and all disputes through confidential mediation instead of resorting to lawsuits. 

Either patty m ay request mediation by sending a “Mediation Notice” to the other requesting mediation.  Upon receipt of a “Mediation Notice” both EW and Associate agree to waive, to the fullest extent allowed by law, any right to pursue, claim, or participate as a plaintiff or a class member in any claim on a class, collective, or consolidated basis, or in a representative capacity.  Both parties agree that all mediation and arbitration shall be conducted only on an individual basis. 
The parties shall choose one person who is acceptable to EW and Associate to be the mediator.  If the parties cannot agree on a mediator within 30 days of receipt of the Mediation Notice, the parties shall request the Canadian Arbitration Associate appoint a mediator. 

Mediation shall occur within 60 days of the date on which the mediator is appointed, in the city of Calgary, Alberta, and the language of the mediation shall be English.  The mediator’s fees and costs, as well as the cost of holding the mediation, shall be divided equally between EW and Associate.  Each party will pay its own lawyer’s fees, costs, and individual expenses associated with attending and conducting the mediation.
In the event mediation is unsuccessful, EW and Associate both agree that any dispute related to this Agreement will be settled by arbitration instead of lawsuit. 

13.2.2 – Arbitration – In the event mediation is unsuccessful in resolving a dispute related to this Agreement, the parties shall proceed to binding arbitration.   In order to commence arbitration either party may file a Notice of Intention to Arbitrate on the other. 

The arbitration will be administered by the Canadian Arbitration Association (the “CAA”) under its respective rules and procedures which are available on the CAA website, and subject to the terms below. 

There arbitral tribunal shall be made up of three arbitrators, with EW and Associate each picking one arbitrator from the list of CAA arbitrators within 30 days of receipt of the Notice of Intention to Arbitrate.  Those two arbitrators shall pick a third arbitrator, also from the list of CAA arbitrators, within 30 days of the date the second arbitrator was appointed.  The arbitral tribunal’s fees and costs shall be divided equally between EW and Associate.  Each party will pay its own lawyer’s fees, costs, and individual expenses associated with conducting the arbitration.  The language of the arbitration shall be English.  This agreement to arbitrate will survive the cancellation or termination of this Agreement.  The decision of the arbitral tribunal shall be final and binding. 
Notwithstanding the rules of the CAA, the following rules will apply to all arbitrations:

• The arbitration shall take place wholly in writing, and an oral hearing will not be held. 
• The arbitral tribunal must select its award from one of the final offers made by each of the Parties, in its entirety and without modification.
• There will be no appeal from the decision of the arbitral tribunal on question so fact, law, or mixed fact and law.

The parties and the arbitral tribunal shall maintain the confidentiality of the entire arbitration process and will not disclose to any person not directly involved, the substance of, or basis for, the dispute, any information obtained through discovery in arbitration or presented in written arguments, the terms or amount of any arbitration award, and the rulings of the arbitrator on any procedural or substantive issues in the dispute. 

13.2.3 – Legal Proceedings

Notwithstanding the foregoing, nothing in this Agreement prevents either party from applying to and obtaining from a court an injunction, or other relief to safeguard its intellectual property rights and/or to enforce its rights under the non-solicitation provisions of this Agreement.  

Additionally, either party may apply to a court of competent jurisdiction to enforce a final decision of the arbitral tribunal. 

13.3     Inappropriate Conduct by Associates – Associates are prohibited from engaging in any illegal, fraudulent, deceptive, or unethical business conduct during the course of independent distributor business as an Associate of EW.  

 

13.4     Remedies for Breach – Where an Associate is in breach of the terms and conditions of the Agreement, EW may, in its sole discretion invoke any of the following remedies which it may deep appropriate, including but not limited to:

• Sending the Associate an verbal/written warning