Amarawave™

Policies & Procedures

1.       The Agreement. These Policies & Procedures govern the relationship between you, as an Independent Amarawave Distributor, and Amarawave (hereafter “Amarawave” or the “Company”). These Policies & Procedures, together with the Independent Distributor Application and Agreement, the Amarawave Individual Arbitration Agreement and Dispute Resolution Policy, the Amarawave Compensation Plan, and the Amarawave Business Entity Addendum (the Business Entity Addendum is only applicable to Distributors who enroll as a Business Entity) make up the Agreement between you and Amarawave. Therefore, as used in this document, the term “Agreement” collectively refers to a) the Independent Distributor Application and Agreement; b) these Policies & Procedures; c) the Amarawave Individual Arbitration Agreement and Dispute Resolution Policy; d) the Amarawave Compensation Plan; and e) the Amarawave Business Entity Addendum, all in their current form and as may be amended in the future as provided herein and in the Amarawave Individual Arbitration Agreement and Dispute Resolution Policy. Independent Distributors shall be referred to herein as “Distributors.” Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect. The Agreement is a contract, so you should be certain you understand each provision before you execute the Agreement. You may wish to retain counsel to assist you if you wish.

2.       Definitions. As used in the Agreement, the following terms are defined as follows:

·          Affiliated Party. An individual or Business Entity that has an ownership interest in, or formal or informal management responsibility for, a Business Entity.

·          Agreement. The contract between Amarawave and Distributors. It is comprised of: 1) the Distributor Application & Agreement; 2) these Policies & Procedures; 3) the Individual Arbitration Agreement & Dispute Resolution Policy; 4) The Business Entity Addendum (applicable only to Distributors that operate as a Business Entity; and 5) the Amarawave Compensation Plan, each in their current forms and as modified in the future. The most current version of each of these documents is available in your Distributor Back-Office.

·          Bonus Buying. The purchase of merchandise for any reason other than bona fide resale or use, or any mechanism or artifice to qualify for rank advancement or maintenance, incentives, prizes, commissions or bonuses that are not driven by bona fide product purchases by end user consumers for actual use.

·          Business Entity. A corporation, partnership, limited liability company, trust or other entity that owns, operates or controls an Amarawave business.

·          Confidential Information. The identities, contact information, and/or sales information relating to Amarawave Distributors and/or customers: (a) that is contained in or derived from any Distributors’ respective Distributor Back-Office; (b) that is contained in or derived from any reports issued by Amarawave to Distributors; and/or (c) to which a Distributor would not have access or would not have acquired but for his/her affiliation with Amarawave. Confidential Information constitutes proprietary business trade secrets belonging exclusively to Amarawave and is provided to Distributors in strict confidence.

·          Currently Marketable Condition. Amarawave products returned to the Company are in Currently Marketable Condition if they are unopened, unused, and packaging and labeling has not been altered or damaged. Merchandise that is clearly identified at the time of sale as nonreturnable, closeout, discontinued, or as a seasonal item, or which has passed it commercially reasonable usable or shelf-life, is not in Currently Marketable Condition.

·          Direct Selling. A business model that utilizes a multilevel compensation formula to compensate its sales force or in which members of the sales force may recruit others to serve as independent contractor salespersons or consumers for the business.

·          Enroller. The Distributor who recruits and assists a new Distributor in enrolling and becoming an Amarawave Distributor. The Enroller may also be the Sponsor of a new Distributor. See the definition of Sponsor and Section 10 below.

·          Good Standing. An Amarawave Distributor that: (1) is current on all payments and fees owed Amarawave; and (2) has not been under disciplinary investigation, probation, or sanction for the immediately preceding 12 consecutive months.

·          Personal Information. Information that can be used to identify, locate, or contact an individual, alone or when combined with other personal or identifying information, as well as the financial information of such individual. Examples of Personal Information include, but are not limited to, an individual’s name, home or other physical address, email address, telephone number, Social Security Number or other tax identification number, passport number, driver’s license number, bank account number, credit card or debit card number, and personal characteristics including photographic image, fingerprints, handwriting, or other unique biometric data.

·          Preferred Customer. A customer (non-Distributor) who has enrolled in the Amarawave autoship program. Preferred Customers automatically receive a delivery of Amarawave products each month and earn loyalty points that they can use as credits toward the payment of product purchases.

·          Recruit or Recruiting. The direct or indirect, actual or attempted, sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, by a current or former Amarawave Distributor, another Amarawave Distributor or customer to enroll or participate in another Direct Selling opportunity. This conduct constitutes Recruiting even if the Distributor’s or former Distributor’s actions are in response to an inquiry made by another Distributor or customer. An action that is reasonably foreseeable to result in causing a current Distributor or customer to contact a current or former Distributor (“Individual X”) about Individual X’s non-Amarawave business activities or the non-Amarawave products that Individual X is selling is “Recruiting.”

·          Sales Tool or Sales Tools. Promotional material used to assist in promoting the sale of products or services, or in the promotion of a business program. Examples of Sales Tools include, but are not limited to, printed materials, websites, audio & video recordings, social media postings and mobile applications.

·          Sponsor. The Distributor under whom a new Distributor is located in the genealogy. The Sponsor and Enroller will be the same Distributor unless there is Strategic Placement as described in Section 10 below. See also the definition of Enroller above.

3.       Independent Contractor Status. Distributors are independent contractors and not employees, partners, legal representatives, or franchisees of Amarawave. Distributors are solely responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. DISTRIBUTORS SHALL NOT BE TREATED AS AN AMARAWAVE EMPLOYEE FOR FEDERAL OR STATE TAX PURPOSES. Amarawave is not responsible for withholding and shall not withhold or deduct FICA, or taxes of any kind from Distributors’ compensation. Distributors are not entitled to workers compensation or unemployment security benefits of any kind from Amarawave.

In all written, graphic, or digital material used for Amarawave business purposes, Distributors must represent themselves as a “Amarawave™ Independent Distributor.”In verbal conversations with prospective Distributors and customers, Distributors must introduce themselves as an “independent Amarawave Distributor.” Distributors shall not lead anyone to believe that they are employees of Amarawave.

4.       Income Taxes. As an independent contractor, you are responsible for paying local, state, and federal taxes on any income generated as an Amarawave Distributor. Every year, Amarawave will provide an IRS Form 1099 NEC (Non-employee Compensation) earnings statement to each U.S. resident who: 1) Had earnings of over $600 in the previous calendar year; or 2) Made purchases during the previous calendar year in excess of $5,000. To facilitate this reporting, you must provide Amarawave with your Social Security Number, Employer Identification Number, or Taxpayer Identification Number as appropriate.

5.       Tax ID Verification / Substitute W-9. With respect to the Social Security Number, Employer Identification Number, or Taxpayer Identification Number that you provide to Amarawave during the enrollment process, you certify, under penalty of perjury, as follows:

·          The number shown on this enrollment form is my correct taxpayer identification number (or I am waiting for a number to be issued to me);

·          I am not subject to backup withholding because: (i) I am exempt from backup withholding, or (ii) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding; and

·          I am a U.S. citizen or other U.S. person (a U.S. resident alien, a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, an estate (other than a foreign estate), or a domestic trust (as defined in 26 CFR 301.7701-7)).

6.       Adherence to the Agreement. Distributors must comply with the Agreement. If you have not yet reviewed the Policies & Procedures at the time you execute this Agreement, they are posted in your Distributor Back-Office. You must review the Policies & Procedures within five days from the date on which you execute this Agreement. If you do not agree to the Policies & Procedures, your sole recourse is to notify the Company and cancel the Agreement. Failure to cancel constitutes your acceptance of the Policies & Procedures. You must be in Good Standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from Amarawave.

7.       Amendments to the Agreement.The Company reserves the right to periodically amend the Agreement and the prices of its products at its discretion. Amendments to product prices shall be effective immediately. Except for the Amarawave Individual Arbitration Agreement and Dispute Resolution Policy, Amendments to the Agreement shall be effective 30 days after notice and publication of the amended provisions, but amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. Notice of amendments shall be emailed to each Consultant at the Consultant’s email address on file and/or posted/published in each Distributor’s Back Office. If you do not agree to any amendments, your sole recourse is to cancel the Agreement. The continuation of a Distributor’s Amarawave business, the acceptance of any benefits under the Agreement, the acceptance of bonuses or commissions, or the continued use of the Distributor Replicated Website (hereafter “Distributor Website”) or Back-Office constitutes acceptance of all amendments.

This provision does NOT apply to the Amarawave Individual Arbitration Agreement and Dispute Resolution Policy, which can only be amended as provided therein via mutual consent.

8.       No Purchase or Payment Required. No purchase, payment, or investment is necessary to become a Distributor other than the purchase of, or payment for, a Starter Kit which is sold to new Distributors at the company’s cost. (The purchase of, or payment for, a Starter Kit is optional for North Dakota residents.) The at-cost Starter Kit payment or fee covers basic and ongoing sales and marketing materials and support in both written and electronic and online media formats, including product and service updates.

9.       Distributors’ Rights. As an independent Distributor for Amarawave, Distributor has the right (subject to compliance with the Agreement) to:

·          Solicit orders for Amarawave products and services;

·          Sell Amarawave products and services;

·          To recruit and sponsor/enroll others as Amarawave Distributors; and

·          To participate in the Amarawave Compensation Plan if qualified.

10.   Enrollment and Strategic Placement. When a Distributor enrolls a new Distributor, the enrolling Distributor is automatically both the Enroller and the Sponsor of the new Distributor unless the enrolling Distributor has achieved the rank of Senior Manager and completed the Senior Manager training. Distributors who have achieved at least the Senior Manager rank and completed the Senior Manager training may strategically place the Distributors that they enroll under a different Distributor who will act as the new Distributor’s Sponsor. If such a Distributor enrolls a new Distributor and does not place the new Distributor within 30 days of enrollment, the enrolling Distributor will, by default, be both the Enroller and the Sponsor of the new Distributor.

11.   Assignment of Rights and Delegation of Duties. Distributors may not assign any rights under the Agreement without the prior written consent of Amarawave. Any attempt to transfer or assign the Agreement without the express written consent of Amarawave renders the Agreement voidable at the option of Amarawave and may result in termination of the Agreement.

If the assets of Amarawave, or a controlling ownership interest in Amarawave, is transferred to a third party, Amarawave may assign its rights and delegate its duties and obligations to all Distributors under the Agreement to such third party as part of the sale or transfer and need not obtain Distributors’ prior written authorization.

12.   Waiver. Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.

13.   Waiver of Right of Publicity. Distributors grant Amarawave an irrevocable license to reproduce and use their name, photograph, video, personal story, testimonial, social media content, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums. Distributors waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material.

14.   Minimum Age. Persons under age 18 may not be Distributors and no Distributor shall knowingly recruit or enroll, or attempt to recruit or enroll, any person under age 18.

15.   Severability. If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible.

16.   First Breach Rule. The existence of any claim or cause of action of a Distributor against Amarawave shall not constitute a defense to Amarawave’s enforcement of any term or provision of the Agreement.

17.   Term and Renewal of the Agreement. The term of the Agreement is one year from the date of enrollment. A Distributor may cancel the Agreement at any time and for any reason. In order to continue as a Distributor beyond the initial term of this Agreement (unless the Agreement has been previously terminated as provided at Sections 59 and 61), Distributors must renew the Agreement each year. An annual renewal fee will be imposed at that time (not required for North Dakota residents). Distributors will be reminded of their upcoming renewal, as well as the amount of the annual renewal fee, through their Back-Offices. At that time, Distributors may elect to renew or cancel the Agreement. Amarawave reserves the right to elect not to renew a Distributor’s Agreement at its option upon 30 days’ prior written notice.

A participant in this Direct Selling program 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, via email to support@amarawave.com, or via the Distributor’s Back-Office.

Amarawave reserves the right to terminate all Distributor Agreements upon 30 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via Direct Selling channels.

18.   Survival. Any provision of the Agreement which by its terms is to be performed after the termination of this Agreement shall survive the expiration or termination of the Agreement, regardless of the reason for its expiration or termination.  This includes, but is not limited to, the Amarawave Individual Arbitration Agreement and Dispute Resolution Policy, and Sections 13 (Waiver of Right of Publicity), 25 (Trademarks and Copyrights), 39 (Nonsolicitation), 40 (Confidential Information), and 62 (Indemnification).

19.   General Conduct. Distributors shall safeguard and promote the good reputation of Amarawave and its products, and must avoid all illegal, deceptive, misleading, unethical, or immoral conduct or practices. Distributors agree that they shall exhibit high moral character in their personal and professional conduct. Distributors shall not engage in any conduct that may damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this provision, and the following list is not a limitation on the standards of conduct to which Distributors must adhere pursuant to this section, the following standards specifically apply to Distributors’ activities:

·     Deceptive conduct is always prohibited. Distributors must ensure that their statements relating to Amarawave, the Amarawave opportunity, or Amarawave products and services are truthful, fair, accurate, and are not misleading.

·     Distributors may not represent or imply that any state or federal government official, agency, or body has approved or endorses Amarawave, its program, or products.

·     Distributors must not engage in any conduct (including without limitation illegal, fraudulent, deceptive, or manipulative conduct) in their business or their personal lives that could reasonably be foreseen to damage the Company’s reputation, the reputation of Amarawave products or services, or the culture that exists within the field sales force.

·     Distributors must not engage in any conduct in their business or personal capacities that may reasonably be considered bullying, sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party.

·     Distributors shall not disclose any third-party’s Personal Information without the express consent of such third party.

·     Distributors shall not publicly promote a social, political or religious agenda in their business or personal capacities that may reasonably be foreseen as controversial.

20.   Training and Leadership. Distributors agree that although they are independent contractors because they have the ability to earn compensation based on the sales and other activities of their downline teams, they must participate and assist in the training of their personally enrolled and sponsored Distributors and other Distributors in their downline teams. As such, Distributors agree as follows:

·          Any Distributor who Enrolls or is the Sponsor of another Amarawave Distributor must perform an authentic assistance and training function to ensure those in their downline are properly operating their Amarawave business. Enrollers and Sponsors should have ongoing contact and communication with the Distributors in their downline organizations. Examples of communication may include, but are not limited to, newsletters, written correspondence, telephone, contact, team calls, voicemail, e-mail, personal meetings, accompaniment of downline Distributors to Amarawave meetings, training sessions and any other related functions.

·          Sponsors should 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.

·          Upline Distributors are encouraged to motivate and train new Distributors about Amarawave’s products and services, effective sales techniques, the Compensation Plan, and compliance with these Policies & Procedures.

·          Promoting product is a required activity in Amarawave and must be emphasized in all presentations regarding the Amarawave opportunity. In fact, the Company emphasizes that all Distributors sell Amarawave products and services to retail customers in order to receive bonuses under the Compensation Plan.

21.   Social Media. In addition to meeting all other requirements specified in these Policies & Procedures, should a Distributor utilize any form of social media in connection with her Amarawave business, including but not limited to blogs, Facebook, Twitter, Instagram, LinkedIn, YouTube, or Pinterest, the Distributor agrees to each of the following:

·         Distributors shall obtain all licenses (including but not limited to copyright licenses) for any third-party content that they post or republish.

·         Distributors are responsible for the content of all material that they produce and all of their postings on any social media site, as well as all postings on any social media account that they own, operate, or control.

·         Distributors agree that they shall not make any product claims, weight loss testimonials, income claims (including lifestyle claims), or compensation plan claims in any social media posting unless such claims are in compliance with the provisions of Sections 34, 35, 36, and 37 as applicable.

·         Distributors shall not make any social media postings, or link to or from any postings or other material that are sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, national origin, creed, religion, gender, gender identity, sexual orientation, physical or mental disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party.

·         No product sales or enrollments may occur on or through any social media site. To process sales or enrollments, a social media posting must link only to the Distributor’s Amarawave Distributor Website, Amarawave’s corporate website or an official Amarawave corporate social media page.

·         It is each Distributor’s responsibility to follow the social media site’s terms of use.

·         Any social media account that is directly or indirectly operated or controlled by a Distributor that is used to discuss or promote Amarawave’s products or the Amarawave opportunity may not contain any posts that promote the products, services, or business program of any Direct Selling company other than Amarawave. Nor may any such social media account link to any website or social media page or account that promotes the products, services, or business program of any Direct Selling company other than Amarawave.

·         If a Distributor creates a business page, team page, or group page on any social media site for purposes of promoting the Distributor’s Amarawave business or the promotion of Amarawave products, services, or opportunity, the page may not promote or advertise the products or opportunity of any Direct Selling business other than Amarawave and its products. If the Agreement is cancelled for any reason or if the Distributor becomes inactive, the Distributor must immediately deactivate the page or, at the former Distributor’s option, turn over administrative rights to the page to Amarawave so that the Company may deactivate the page.

·         Distributors shall not post any content, or link to or from any content of a third-party, that promotes a social, political or religious agenda that may reasonably be foreseen as controversial.

·         Distributors shall respect the privacy of other social media users. Distributors shall not engage in abusive social media practices including but not limited to harvesting or trolling for connections, shaming, or bullying others.

22.   Distributor Web Sites and Mobile Apps. Distributors may not create their own websites or mobile applications to promote their Amarawave business or Amarawave’s products and services. Nor may Distributors use any non-Amarawave website to sell or promote the sale of Amarawave products or services. Prohibited websites and online forums include, but are not limited to, Distributors’ personal websites, other non-Amarawave websites, online retailers (e.g., Amazon), online auctions (e.g., eBay), classified listings websites (e.g., Craigslist), and social media sites (e.g., Facebook Marketplace and others). Amarawave products may only be sold or promoted, and new Amarawave Distributors or Preferred Customers may be enrolled only, at: (i) the official Amarawave website, (ii) Amarawave-supplied Distributor Websites, and (iii) official Amarawave mobile apps (if applicable).

23.   No Distributor-Produced Sales Tools Permitted. Distributors must use only Amarawave produced or approved Sales Tools when promoting the Amarawave business or Amarawave’s products or services. These materials are available in the Distributor Back-Office. Distributors may not develop or produce their own Sales Tools for the promotion of the Amarawave business or Amarawave products and services. Nor may Distributors use any third party produced Sales Tools for such purposes unless such third-party Sales Tools are officially endorsed/approved by the Company.

Notwithstanding the foregoing, If a Distributor wishes to create any Sales Tools, the proposed Sales Tool(s) must be submitted to the Company and receive written approval before they can be used or made public. Unless the Distributor has received written approval to produce and use a proposed Sales Tool, the request shall be deemed denied. Amarawave reserves the right to refuse approval for a Distributor-created Sales Tool at its sole discretion. Amarawave further reserves the right to rescind approval for any previously approved Sales Tools, and Distributors waive all claims against Amarawave, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission. Approved Sales Tools will be posted in the Distributors’ Back-Offices and will be made available to all Distributors free of charge. THE DISTRIBUTOR WHO SUBMITTED THE SALES TOOL(S) TO THE COMPANY WAIVES ALL CLAIMS TO REMUNERATION FOR SUCH USE AND GRANTS AMARAWAVE AN IRREVOCABLE LICENSE TO USE THE SALES TOOL(S), AND TO ALLOW AMARAWAVE TO PROVIDE THE SALES TOOLS TO OTHER DISTRIBUTORS, AS THE COMPANY DEEMS APPROPRIATE.

24.   Sale or Distribution of Third Party Sales Tools or Training Materials Prohibited. Distributors agree that they shall not sell or distribute third party Sales Tools or training materials to other Distributors. A third party Sales Tool or training materials are promotional and training materials, regardless of format or media, that a Distributor has acquired from a person or entity other than the Company and that the Distributor did not personally create or develop.   

25.   Trademarks and Copyrights. The name “Amarawave” and other names and logos as may be adopted by the Company are proprietary trade names, trademarks, and service marks of Amarawave. The Company grants Distributors a limited license to use its trademarks and trade names in promotional materials as permitted elsewhere in these Policies & Procedures for so long as the Distributor’s Agreement is in effect. Upon cancellation of a Distributor’s Agreement for any reason, the license shall expire, and the Distributor shall immediately discontinue all use of the Company’s trademarks and trade names. Under no circumstances may a Distributor use any of Amarawave’s trademarks or trade names in any email address, website domain name, social media handle, social media name or address, or in any unapproved Sales Tools.

Amarawave regularly produces live and recorded events as well as webinars and telephone conference calls. During these events Company executives, Distributors, and guests appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. Distributors may not record company functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium.

In addition, Company produced Sales Tools, videos, audios, podcasts, and printed material are also copyrighted. Distributors shall not copy or make derivatives of any such materials for their personal or business use without the Company’s prior written approval.

Distributors shall not utilize any third-party content without first obtaining a license for such use by the owner of the intellectual property rights to the third-party content.

26.   Product Sales. The Amarawave Compensation Plan is based on the sale of Amarawave products and services to end consumers. Distributors must fulfill personal and downline organization retail sales requirements specified in the Compensation Plan (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions, and advancement to higher levels of achievement.

27.   Product Inventory and Bonus Buying. There is no need for Distributors to carry an inventory of Amarawave products for resale as all products are direct shipped from the Company to the customer. Distributors should only order Amarawave products if they have a current need for the products for their own personal or household use, for display purposes, or for fulfilment of customer orders or demand. Bonus Buying is strictly prohibited.

28.   70% Rule. At least 70% of a Distributor’s total monthly personal purchases must be sold to personal retail customers or consumed by the Distributor and his or her household before placing another order for Amarawave products. By placing an order for Amarawave products, the Distributor certifies that he or she has complied with this rule.

29.   Sales Outlets. To support the Company’s Direct Selling distribution channel and to protect the independent contractor relationship, Distributors agree that they will not sell Amarawave products in any retail, wholesale, warehouse, or discount establishment, or any online retail, auction, or buy-sell site (including but not limited to Amazon and eBay) without prior written approval from Amarawave. Notwithstanding the foregoing, Distributors may display and sell Amarawave products at professional trade shows.

30.   Service-Related Establishments. Distributors may promote and sell Amarawave products in service-related establishments. A service-related establishment is a business establishment whose primary revenue is earned by providing personal service rather than by selling products. Such establishments include offices of doctors, dentists, and other health professionals; health clubs or fitness centers; beauty salons; and any other business where customer use of the establishment is controlled by membership or appointment. Amarawave reserves the right to make the final determination as to whether an establishment is service-related or is a proper place for the sale of its products.

31.   Territories. There are no exclusive territories granted to any Distributor.

32.   Change of Sponsor. As a rule, Distributors may not change their Sponsors (the Distributors under whom they are enrolled). The only means by which a Distributor may legitimately change his/her Sponsor are by:   

·          Voluntarily canceling the Agreement in writing and remaining inactive for six (6) full calendar months. Following the six-calendar month period of inactivity, the former Distributor may reapply under a new Enroller and Sponsor. The Distributor will lose all rights to his/her former downline organization upon his/her cancellation; or

·          Submitting a written request for a change of Sponsor to the Company. The Distributor requesting the transfer must also submit written and signed transfer authorization forms from his/her Enroller and five (5) direct upline Distributors (the requesting Distributor’s Sponsor as well as the four (4) Distributors above the Sponsor in the line of sponsorship). The change of sponsor form may be downloaded from your Back-Office. Using this method to change Sponsor will not result in a change of Enroller. The Enroller will remain the same.

33.   Waiver of Claims. In cases wherein a Distributor improperly changes his/her Sponsor, Amarawave reserves the sole and exclusive right to determine the final disposition of the downline organization that was developed by the Distributor in his/her second line of sponsorship. DISTRIBUTORS WAIVE ANY AND ALL CLAIMS AGAINST AMARAWAVE, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM AMARAWAVE’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW A DISTRIBUTOR WHO HAS IMPROPERLY CHANGED HIS/HER SPONSOR.

34.   Product Claims. Distributors must not make claims, including but not limited to testimonials, about Amarawave’s products or services that are not consistent with the claims contained in official Amarawave literature or posted on Amarawave’s official website. Under no circumstances shall any Distributor state or imply that any Amarawave product is useful in the diagnosis, treatment, cure, or prevention of any disease, illness, injury, or other medical condition.

35.   Weight Loss Testimonials. If a Distributor makes a weight loss testimonial in connection with any Amarawave product, the Distributor must adhere to each of the following:

·         The Distributor making the testimonial must clearly and conspicuously disclose that he/she is an Amarawave independent Distributor.

·         The testimonial must be true and accurate and must disclose all additional material information that impacted his/her weight loss (e.g., changes in lifestyle or exercise habits, use of diet pills, etc.).

·         The testimonial must clearly and conspicuously disclose the generally expected results for those who go on the Amarawave program. The generally expected results are posted on the Amarawave website at www.amarawave.com/results.

·         No testimonial may be made relating to use of the Company’s products and their impact on any weight-related illness suffered by the individual making the testimonial, including but not limited to diabetes claims and cholesterol reduction claims.

36.   Income Claims. When presenting or discussing the Amarawave opportunity or Compensation Plan to a prospective Distributor, Distributors may not make income projections, income claims, income testimonials, or disclose their Amarawave income, or the income of any other Amarawave Distributor.Nor may Distributors make lifestyle income claims. A lifestyle income claim is a statement or depiction that infers or states that the Distributor is able to enjoy a luxurious or successful lifestyle due to the income they earn from their Amarawave business. Examples of prohibited lifestyle claims include, but are not limited to, the following types of representations:

·          That a Distributor (or his/her spouse) was able to quit his/her job.

·          That a Distributor was able to replace his/her income from a job.

·          That a Distributor was able to pay for a child’s private school or college education due to his/her Amarawave earnings.

·          That a Distributor was able to acquire expensive or luxury material possessions (e.g., homes, cars, jewelry, boats, recreational vehicles, etc.).

·          That because of his/her Amarawave earnings a Distributor was able to travel to exotic or expensive destinations.

The foregoing income claims restrictions apply to in-person presentations as well as promotional materials distributed by a Distributor including social media postings.

37.   Compensation Plan and Opportunity Claims.When presenting or discussing the Amarawave Compensation Plan and/or the Amarawave opportunity, Distributors must make it clear to prospects that financial success in Amarawave requires commitment, effort, and sales skill. Conversely, Distributors must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include, but are not limited to:

·          It’s a turnkey system.

·         The system will do the work for you.

·         Just get in and your downline will build through spillover.

·         Just join and I’ll build your downline for you.

·         The Company does all the work for you.

·         You don’t have to sell anything.

·         All you have to do is buy your products every month.

The above are just examples of improper representations about the Compensation Plan and the Company’s program. It is important that Distributors do not make these, or any other representations, that could lead a prospect to believe that they can be successful as a Distributor without commitment, effort, and sales skill.

38.   Media Inquiries. Distributors must not interact with the media regarding the Amarawave business or products. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to the Amarawave marketing department.

39.   Nonsolicitation. Distributors are free to participate in other Direct Selling programs. However, during the term of this Agreement and for one year following the termination or cancellation of the Agreement for any reason, a Distributor may not directly or indirectly Recruit other Amarawave Distributors (except for the Distributor’s personally enrolled downline Distributors) for any other Direct Selling business.

If a Distributor is engaged in another Direct Selling program, it is the responsibility of the Distributor to ensure that his or her Amarawave business is operated entirely separate and apart from all other businesses and/or Direct Selling programs. To this end, the Distributor must not:

·         Display Amarawave Sales Tools or products  or services with or in the same location as, any non-Amarawave Sales Tools, products, or services.

·         Offer the Amarawave opportunity, products, or services to prospective or existing customers or Distributors in conjunction with any non-Amarawave program, opportunity, or products.

·         Offer, discuss, or display any non-Amarawave opportunity, products, services, or opportunity at any Amarawave-related trunk-show, home party, meeting, seminar, convention, webinar, teleconference, or other function.

With respect to the promotion of Amarawave products and services or the Amarawave opportunity, as well as other Direct Selling programs or products on social media, see Section 21. 

40.   Confidential Information. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than Distributor’s use in building and managing his/her Independent Amarawave business. If an Amarawave Distributor or former Distributor (“Distributor 1”) is in the downline of another Distributor (“Distributor 2”) in another Direct Selling business, there shall be a rebuttable presumption that Distributor 2 used Amarawave’s Confidential Information to Recruit Distributor 1 into the other Direct Selling business.

41.   Handling Personal Information. If a Distributor receives Personal Information from or about a Distributor, a prospective Distributor, a customer, or a prospective customer, it is the Distributor’s responsibility to maintain the security of the Personal Information and to shred, destroy, or irreversibly delete the Personal Information of others once the Distributor no longer needs it. To the extent that it is necessary for a Distributor to store or maintain Personal Information of others, the Distributor must store or maintain the information in a secure location, whether physical or digital. Credit card and payment information must be destroyed/deleted immediately upon processing of payment.

42.   Limitations on Distributor and Household Businesses. An individual may own, operate, control, or have an interest in only one Amarawave business, and there may be no more than two Amarawave businesses per household. If there are two Amarawave businesses in a household, both businesses must have the same Sponsor, or one of the businesses in the household must be the immediate Sponsor of the other. A “household” is defined as all individuals including dependent children who are living at the same residential address as a family or in a family-like setting. A household may consist of a single individual or two or more individuals and may consist of individuals living together in a family-like unit who are not related (whether by blood, marriage, domestic partnership, adoption or otherwise. Dependent children attending school away from home are considered part of the household. Amarawave will consider exceptions to this Policy on a case-by-case basis upon written request submitted to the Compliance Department (compliance@amarawave.com).

43.   Business Entities and Affiliated Parties. If any Business Entity or Affiliated Party violates the Agreement, the violation may be imputed, and corresponding disciplinary action may be taken as reasonably decided by the Company, against the Business Entity, the Affiliated Party(s), all of the owners of the Business Entity and/or Affiliated Party(s) collectively, or jointly and severally against any of the Business Entity owners and/or Affiliated Party(s).

44.   Actions of Third Parties. If a third party acting on behalf of, or with the active or passive assistance or knowledge of a Distributor engages in conduct that would be a violation of the Agreement, the conduct of the third-party may be imputed to the Distributor. “Knowledge” of misconduct is not limited to actual knowledge. If a Distributor engages in acts or omissions that the Distributor knows or SHOULD KNOW will enable a third party to violate this Agreement if such action was taken by the Distributor, the Distributor shall be deemed to have knowledge of the violation.

45.   Tampering with Product Packaging. Amarawave products must be sold in their original packaging. Distributors shall not alter the original packaging or labeling of products that they are selling to their personal retail customers.

46.   Negative Comments/Nondisparagement. Negative comments in the field serve only to sour the enthusiasm of other Distributors. Therefore, Distributors must not disparage, libel, slander, demean, or make negative or critical comments to third parties or other Distributors about Amarawave, its owners, officers, directors, management, employees, other Amarawave Distributors, or the Compensation Plan. All criticism must be directed exclusively to the Company at support@amarawave.com.

47.   Product Sales. The Amarawave Compensation Plan is based on the sale of Amarawave products and services to end consumers. Distributors must fulfill personal and downline organization retail sales requirements specified in the Compensation Plan (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions, and advancement to higher levels of achievement.

As noted above, at least 70% of a Distributor’s total monthly personal purchases must be sold to personal retail customers or consumed by the Distributor and his or her household before placing another order for Amarawave products. By placing an order for Amarawave products, the Distributor certifies that he or she has complied with this rule.

48.   Sales Receipts. Distributors must provide their retail customers that purchase merchandise directly from the Distributor with two copies of an official Amarawave sales receipt at the time of the sale and advise them of the three-day right to rescind the transaction, which is set forth on the receipt. Distributors must maintain all retail sales receipts for a period of two years and furnish them to Amarawave at the Company’s request. Sales receipts can be downloaded in PDF format from the Distributor Back-Office. Retail customers who purchase from a Distributor’s Distributor Website need not be provided with a sales receipt as the receipt will automatically be sent to the customer by the Company via email at the time the order is placed.

49.   Transaction Submission Integrity. It is essential to the success of the Company, its Distributors, and customers, that submissions of transactions to the Company maintain integrity of communication. It is to be expected that all transactions submissions to the Company, including, but not limited to, Distributor applications and enrollments, Distributor communications, Distributor financial transactions, and customer transactions, be submitted by the individual or entity involved in the transaction. Third party submission of any and all transactions submissions is prohibited. A Distributor may not communicate any transactions submissions on behalf of another Distributor, Distributor applicant, or customer. A Distributor may not use his or her credit card or bank account on behalf of another individual or Distributor. This rule is applicable to any and all forms of transactions submissions, including, but not limited to, online, telephone, fax, email, etc.

50.   Bonus and Commissions Qualifications. A Distributor must be active and in compliance with the Agreement to qualify for bonuses and commissions.  So long as a Distributor complies with the terms of the Agreement, Amarawave shall pay commissions to such Distributor in accordance with the Compensation Plan.

51.   Adjustment to Bonuses and Commissions. Compensation stemming from product sales is fully earned when the applicable return, repurchase, and chargeback periods applicable to product sales have all expired. If a product is returned to Amarawave for a refund or is repurchased by the Company, or a chargeback occurs, the compensation attributable to the returned or repurchased product(s) will be recovered by the Company from the Distributors who were paid commissions or bonuses based on the original sales of such products. Such unearned compensation will be deducted, in the month (clawed back) in which the refund is issued or the chargeback occurs and continuing every pay period thereafter until the commissions are fully recovered from the selling Distributor and upline Distributors who received bonuses and commissions on the sales of the refunded products. Likewise, if it is the responsibility of a Distributor to issue a refund to a customer, but Amarawave issues the refund, the Company may deduct the amount refunded to the customer from the Distributor’s subsequent bonus and commission payments.

Amarawave may also withhold or reduce a Distributor’s compensation as necessary to comply with any garnishment or court order directing Amarawave to retain, hold, or redirect such compensation to a third party.

Amarawave reserves the right to withhold all or part of a Distributor’s compensation as it deems appropriate to claw back any compensation. 

Amarawave’s right of setoff shall not constitute Amarawave’s exclusive means of collecting funds due Amarawave pursuant to this policy.

52.   Product Returns. If for any reason an Amarawave product that you purchase for your own personal use does not meet your expectations, you may contact the Customer Service Department at 702-827-5853 or support@amarawave.comwithin 30 days of the date of purchase to request a replacement, exchange, or full refund. This return policy is not applicable to sale items, Sales Tools, business supplies, and Starter Kits.

53.   Return of Merchandise and Sales Tools by Distributors Upon Cancellation or Termination. Within 30 days from the cancellation or termination of a Distributor’s Agreement, the Distributor may return products and Sales Tools that he or she personally purchased from Amarawave during the 12-month period preceding the date of cancellation or termination for a refund so long as the goods are in Currently Marketable Condition. (The one-year limitation shall not apply to residents of Louisiana, Maryland, Massachusetts and Wyoming and Puerto Rico). Upon the Company’s timely receipt of returned goods and confirmation that they are in Currently Marketable Condition, the Distributor will be reimbursed 90% of the net cost of the original purchase price(s). Shipping and handling charges will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. Back-Office and Distributor Website fees are not refundable except as may be required under applicable state law.

54.   Montana Residents: A Montana resident may cancel his or her Distributor Agreement within 15 days from the date on which this application is submitted and may return his or her sales kit within such time and is entitled to a full refund for the sales kit and for any other consideration he/she paid within such time period to participate in the program.

55.   Louisiana, Massachusetts, and Wyoming Residents: If a resident of Louisiana, Massachusetts, or Wyoming cancels the Distributor Agreement, upon receipt of a written request from such canceling Distributor, Amarawave will refund 90% of the costs incurred by such canceling Distributor to participate in the program during the one-year period immediately preceding the date of the cancellation.

56.   Maryland Residents: A Distributor who resides in Maryland may cancel the contract for any reason within 3 months after the date of receipt of goods or services first ordered; upon cancellation, the Company shall repurchase the goods; and the repurchase price shall be at least 90% of the original price paid by the Distributor.

57.   Puerto Rico Residents: A Puerto Rico resident may cancel this Agreement at any time within 90 days from the date of enrollment, or at any time upon showing the Company’s noncompliance with any of the essential obligations of the distribution contract or any act or omission by the Company adversely affecting the interests of the cancelling Distributor in the development of the market of the properties or services. Such cancellation must be sent to the Company in writing and sent via registered mail. If a Puerto Rico resident cancels under these conditions, the Company shall: (a) Reacquire the total of the products that he/she purchased from the Company which are in his/her possession and in good condition at a price of not less than ninety percent (90%) of their original net cost; (b) Return to the cancelling Distributor not less than ninety percent (90%) of the original net cost of any services that he/she acquired from the Company; (c) Return 90% of any sum paid by the cancelling Distributor for the purpose of participating in the business.

58.   Other Purchase Cancellation Rights – Three Day Right of Cancellation. Except as provided herein for residents of Alaska and certain residents of North Dakota, retail customers have three business days within which to cancel a purchase and obtain a full refund. Distributors and Preferred Customers likewise have three business days within which to cancel their initial purchase of Amarawave products or services and obtain a full refund (subsequent purchases made by Distributors and Preferred Customers are not subject to this right of cancellation). The three business day time limit is extended to five business days for residents of Alaska and is extended to 15 days for residents of North Dakota who are 65 or older. An explanation of these rights is contained on the official Amarawave sales receipt.

59.   Compliance Measures / Disciplinary Sanctions. Violation of any term of the Agreement, violation of any common law duty, including, but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Distributor that the Company reasonably believes may damage its reputation or goodwill (such damaging act or omission need not be related to the Distributor’s Amarawave business), may result, at Amarawave’s discretion, in one or more of the following corrective measures:

·          Issuance of a written warning;

·          A requirement that the Distributor to take immediate corrective measures;

·          Amarawave may withhold from a Distributor all or part of the Distributor’s bonuses and commissions during the period that Amarawave is investigating any conduct allegedly in violation of the Agreement.  If a Distributor’s business is canceled for disciplinary reasons, the Distributor will not be entitled to recover any commissions withheld during the investigation period;

·          The removal of one or more downline Distributors from the offending Distributor’s downline organization/team.

·          Suspension and/or termination of the offending Distributor’s Distributor Website and/or Back-Office access;

·          Suspension of the individual’s Distributor Agreement and independent Amarawave business for one or more pay periods (without pay);

·          Involuntary termination of the offender’s Distributor Agreement; or

·          Any other measure expressly allowed within any provision of the Agreement or which Amarawave deems appropriate to address the misconduct or appropriate to equitably resolve injuries caused partially or exclusively by the Distributor’s policy violation or contractual breach.

In situations deemed appropriate by Amarawave, the Company may institute legal proceedings for monetary and/or equitable relief, subject to the Amarawave Individual Arbitration Agreement and Dispute Resolution Policy.

60.   Disclosure of Compliance Measure / Disciplinary Sanction to Upline. If a disciplinary sanction or compliance measure is taken against a Distributor pursuant to Section 59, the Company may disclose the details of the matter and its resolution to the disciplined Distributor’s Enroller, Sponsor, and other upline leaders.

61.   Cancellation or Termination of the Agreement

·          Voluntary Cancellation. A participant in this Direct Selling plan 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 by cancelling his/her business through the Distributor Back-Office. The written notice must include the Distributor’s signature, printed name, address, and Distributor I.D. Number. A Distributor may also voluntarily cancel the Agreement by failing to pay the monthly Distributor Website fee or by withdrawing consent to contract electronically.

·          Cancellation for Inactivity. If a Distributor fails to earn any commissions or bonuses for six consecutive months, his/her Distributor Agreement and Amarawave business may be cancelled for inactivity at the Company’s discretion.

·          Suspension or Cancellation for Non-Payment. A Distributor’s failure to pay any required annual renewal fee or monthly Distributor Website or Back-Office fees when due may result, at the company’s discretion, in the suspension or termination of the Agreement. In the event any such fees remain unpaid for 60 days, the Agreement may be terminated at the Company’s discretion.

·          Involuntary Cancellation. Violation of any term of the Agreement, violation of any common law duty, including, but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Distributor that the Company reasonably believes may damage its reputation or goodwill (such damaging act or omission need not be related to the Distributor’s Amarawave business), may result, at Amarawave’s discretion, in the termination of this Agreement as provided in Section 59 above.

·          Effect of Cancellation. So long as a Distributor remains active and complies with the terms of the Agreement, Amarawave shall pay bonuses and 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 building a Marketing Organization).

A Distributor whose business is cancelled for any reason will lose all Distributor rights, benefits, and privileges. This includes the right to represent yourself as an Independent Amarawave Distributor, to sell Amarawave products and services and the right to receive commissions, bonuses, or other income resulting from his/her own sales and the sales and other activities of the Distributor and the Distributor’s former downline sales organization. There is no whole or partial refund for tangible sales kits that are not currently marketable, Distributor Back-Office, Distributor Website or renewal fees if a Distributor’s business is cancelled.

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

·          Reclassification. If at the time of the cancellation of a Distributor’s Distributor Agreement the Distributor is also on the Amarawave autoship program, the Distributor’s autoship order shall continue in force unless the Distributor specifically requests that his or her customer autoship agreement be canceled. If the former Distributor does not request the cancellation of his or her autoship agreement, the former Distributor shall be reclassified as a Preferred Customer.

·          Roll-Up of Downline. When a Distributor’s Agreement is terminated or cancelled for any reason, the Distributor’s entire downline (marketing organization) rolls upline to the terminated/cancelled Distributor’s Sponsor. As a result, each Distributor in the first level immediately below the terminated Distributor on the date of the cancellation will be moved to the first level (“front line”) of the terminated Distributor’s Sponsor.  For example, if A sponsors B, and B sponsors C1, C2, and C3, if B’s Agreement is terminated, C1, C2, and C3 will “roll-up” to A and become part of A’s first level.

62.   Indemnification. Each Distributor agrees to indemnify Amarawave for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that Amarawave incurs resulting from or relating to any act or omission by the Distributor that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. Amarawave may elect to exercise its indemnification rights through withholding any compensation due the Distributor. This right of setoff shall not constitute Amarawave’s exclusive means of recovering or collecting funds due Amarawave pursuant to its right to indemnification.

63.   Business Transfers. Distributors in Good Standing who wish to sell or transfer their business must receive Amarawave’s prior written approval before the business may be transferred. A business that is on disciplinary probation, suspension, or under disciplinary investigation is not in Good Standing and may not be transferred unless and until the disciplinary matter is resolved. Requests to transfer a business must be submitted in writing to the Compliance Department at compliance@amarawave.com. The request to transfer will be denied if the business is not in Good Standing or if there is another reasonable reason for denying the request. Prior to transferring a business to a third party, the Distributor must offer Amarawave the right of first refusal to purchase the business on the same terms as negotiated with a third party. The Company shall have 30 days to exercise its right of first refusal. A Distributor who has transferred his or her independent Amarawave business to a third party must wait a minimum of six (6) months from the date of the transfer before re-enrolling as a Distributor.

64.   Transfer Upon a Distributor’s Death. Upon the death of a Distributor, the Distributor’s Amarawave business may be passed to his/her heirs. The beneficiary or transferee of the business must notify Amarawave of their intention to receive the transfer of the business within six (6) months of the date of death. If Amarawave receives no such notification within such time period, the Agreement shall be automatically cancelled. Prior to the actual transfer of the business, the beneficiary or transferee must provide Amarawave with certified letters testamentary or letters of administration and written instructions of the executor of the estate, or an order of the court, that provides direction on the proper disposition of the business. The beneficiary must also execute and submit to the Company an Amarawave Distributor Agreement within 30 days from the date on which the business is transferred by the estate to the beneficiary or transferee, or the Agreement will be cancelled. Because Amarawave cannot divide commissions among multiple beneficiaries or transferees, if there are multiple beneficiaries or transferees of the business, the beneficiaries or transferees must form a Business Entity and submit an Amarawave Distributor Agreement in the name of the Business Entity. Upon the completion of these requirements, Amarawave will transfer the business and issue commissions to the individual beneficiary or Business Entity. During the pendency of the actual transfer of the business, commission and bonus payments (if any are earned) will be issued in the name of the estate of the deceased Distributor. The beneficiary of the business shall be responsible for the payment of all monthly and renewal fees that may have accrued but not been paid during the pendency of the transfer. Failure to pay these fees shall result in the termination of the Agreement.

65.   Divorce of a Distributor. Amarawave is not able to divide commissions among multiple parties, nor is it able to divide a downline organization. Consequently, in divorce cases, any settlement or divorce decree must award the business in its entirety to one party. Amarawave will recognize as the owner of the business the former spouse to whom the business is awarded pursuant to a legally binding settlement agreement or decree of the court. The former spouse who receives the Amarawave business must also execute and submit an Amarawave Distributor Agreement within 30 days from the date on which the divorce becomes final or the business will be cancelled.

66.   Dissolution of a Business Entity. If a Business Entity that operates an Amarawave business dissolves, the owners of the Business Entity must instruct the Company on the identity of the proper party who is to receive the business. The Amarawave business must be awarded to a single individual or entity that was previously recognized by the Company as an owner of the Business Entity; the Company cannot divide the business among multiple parties or issue separate commission payments. The recipient of the Amarawave business must also execute and submit an Amarawave Distributor Agreement to the Company within 30 days from the date of the dissolution of the Business Entity or the Agreement will be cancelled. If the Business Entity wishes to sell or transfer its Amarawave business to an individual or entity who was not previously recognized by the Company as an owner of the Business Entity, it must do so pursuant to Section 63.

67.   Inducing Distributors to Violate the Agreement. Distributors shall not directly or indirectly induce, encourage, or assist another Distributor to violate the Agreement.

68.   Reporting Errors. If a Distributor believes that Amarawave has made an error in his/her compensation, the structure or organization of his/her genealogy, or any other error that impacts the Distributor’s income, he/she must report it to the Company in writing within 60 days from the date on which the mistake occurred. While Amarawave shall use its best efforts to correct errors reported more than 60 days after the date of the error, Amarawave shall not be responsible to make changes or remunerate Distributors for losses for mistakes that are reported more than 60 days after the mistake occurs.

69.   International Activities. Distributors may not sell Amarawave products or conduct business activities of any nature in any foreign country that the Company has not announced is officially open for business.

70.   Arbitration and Dispute Resolution. THIS AGREEMENT IS SUBJECT TO THE AMARAWAVE INDIVIDUAL ARBITRATION AND DISPUTE RESOLUTION POLICY THAT AFFECTS HOW CLAIMS A DISTRIBUTOR MAY HAVE AGAINST AMARAWAVE, OR CLAIMS AMARAWAVE MAY HAVE AGAINST A DISTRIBUTOR, WILL BE RESOLVED. THE PARTIES UNDERSTAND AND AGREE THAT THE INDIVIDUAL ARBITRATION AGREEMENT AND DISPUTE RESOLUTION POLICY OPERATES AS A SEPARATE AND DISTINCT AGREEMENT THAT IS SEVERABLE FROM THE REMAINDER OF THE AGREEMENT AND IS ENFORCEABLE REGARDLESS OF THE ENFORCEABILITY OF ANY OTHER PROVISION OF THE AGREEMENT. CONSIDERATION FOR THE AMARAWAVE INDIVIDUAL ARBITRATION AGREEMENT AND DISPUTE RESOLUTION POLICY INCLUDES, WITHOUT LIMITATION, THE PARTIES’ MUTUAL AGREEMENT TO ARBITRATE CLAIMS. THE PARTIES FURTHER UNDERSTAND AND AGREE THAT THE UNENFORCEABILITY OF THIS AGREEMENT IN WHOLE OR IN PART SHALL NOT SUPPORT A FINDING THAT THE AMARAWAVE INDIVIDUAL ARBITRATION AGREEMENT AND DISPUTE RESOLUTION POLICY IS UNENFORCEABLE.