SECTION 1 DEFINITIONS
Any definitions provided in the Audere Independent Affiliate Agreement are also understood to be incorporated in this document. The following definitions are in addition to those already defined in the Agreement. Some definitions may be repeated in this document for easier reference only. If something is not specifically defined below, the definition in the Agreement should be referenced and understood to be included herein.
1 The following definitions shall be applied to the Audere Policies.
1.1 “Agreement” shall refer to the Audere Independent Affiliate Agreement, the Audere Policies, The Audere Procedures, the Audere Integrated Compensation Plan and the Audere Business Entity Addendum, the latter of which only applies when Audere Independent Affiliates register as a Business Entity.
1.2 “Amendments” shall refer to any changes to this Agreement that are made by Company after the execution of the Agreement.
1.3 “Audere” shall refer to the Company as described in the Audere Affiliate Agreement.
1.4 “Audere Connect” shall mean the web accessible system provided to Affiliate for managing Affiliate’s relationships with other affiliates and managing Affiliate’s account with Company.
1.5 “Audere Independent Affiliate” shall refer to the Party to this Agreement that is not the Company as described in the Audere Independent Affiliate Agreement. The Audere Independent Affiliate may also be referred to the “Audere Independent Consultant” or “Consultant.”
1.6 “Household” is defined as Spouses and dependent children of one or both Spouse living in the same home.
1.7 “Lineage” shall mean the progressive network of relationships associated with a Consultant by way of Consultant recruiting and enrolling other Audere Independent Affiliates. As Consultant recruits other affiliates and those affiliates recruit additional affiliates, the inclusive group of all recruited affiliates who can be traced back to Consultant is referred to as the “Lineage” or “Consultant’s Lineage” or “Downline”. Lineage, Downline, Consultant’s Downline and Consultant’s Lineage shall be considered synonymous and interchangeable.
1.8 “Parties” shall refer to the collection of both the Company and the Consultant, either of which may be independently referred to as “Party.”
SECTION 2 GENERAL POLICIES
2 PROCEDURES & COMPENSATION ARE INCORPORATED INTO THE AUDERE AFFILIATE AGREEMENT
The Policies and Procedures described in this document, the Audere Integrated Compensation Plan and any Amendments are assumed to be natively part of the Agreement between the Company and Consultant.
Company reserves the right to amend this Agreement at its sole discretion. Any Amendments will be available to the Consultant in the Audere Connect. Amended Policies will not apply retroactively to activities that occurred prior to the Amendment. Company agrees to provide at least thirty (30) days notice before affecting any changes. The acceptance of commission payments by Consultant following the addition of an Amendment shall constitute acceptance of the Amendment.
If any provision of the Agreement, in its current form, or as amended is found to be 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 full force and effect.
Any notice or other written communication required under this Agreement shall be delivered personally, by email, mail or posted in Audere Connect. Said communication will be considered delivered when delivered personally or, if transmitted by email, one (1) day after the date on which it was sent, if mailed, five (5) days after the date on which it was sent to the address provided by the Consultant, if posted in Audere Connect, upon the next login of Consultant into Audere Connect. It is the sole responsibility to maintain correct address, email address, phone number and other contact information on file with Company.
2.4 FORCE MAJEURE
Company shall not be responsible for delays or failure in performance caused by circumstances beyond its control, such as, but not limited to, labor difficulties, product shortages, fuel shortages, fire, war, natural disaster, inclement weather, pandemics, such as COVID, governmental order or any other
condition that would prevent Company from fulfilling its obligations that are inherently beyond Company’s control. Such events shall constitute Force Majeure under the Agreement and Company shall carry no liability for its failure to deliver during such circumstances. Failure to perform during such events shall not constitute a breach of contract.
Should either Party fail to enforce any part of this Agreement, such failure to act shall not constitute a waiver of the rights and expectation defined in this Agreement. The Party failing to enforce any part of this Agreement may at any time choose to fully enforce those same parts without having sacrificed its right to do so.
SECTION 3 BECOMING AN AUDERE INDEPENDENT AFFILIATE
3 Becoming an Audere Independent Affiliate is subject to each of the following parameters:
There are a few requirements to become an Independent AUDERE Consultant. The individual must:
(a) be at least 18 years of age
(b) have a valid Social Security Number or Federal Tax ID Number
(c) have legal residence in the United States, a U.S. territory or U.S. military base. See the AUDERE Procedures for Details on Enrolling as an Independent AUDERE Consultant
3.2 COMPANY DISCRETION
The Company reserves the right to accept or reject any Consultant enrollment at its sole and absolute discretion.
3.3 ONE INDIVIDUAL PER AUDERE AFFILIATE RELATIONSHIP
Unless Consultant is operating as an incorporated business or general partnership, there shall be only one (1) individual per Audere Independent Consultant Agreement. In the event Consultant is operating as an incorporated business or general partnership, Consultant must join as a Business Entity and will be subject to all policies related to Business Entities within the Agreement.
3.4 HOUSEHOLD POLICY
Consultants may own, operate, control, or have interest in only one AFFILIATE relationship with Company; however, multiple people living in the same Household may enter into separate Agreements with the Company.
Couples that are married or joined in another legal union and who wish to become Audere Independent Consultants are required to operate as a single business under a single Social Security Number or Federal Tax ID Number unless each Spouse desires to operate their own independent business, in which case each individual Spouse must maintain a separate contractual relationship with the Company either as an individual or as a business. If the Spouse of an existing Consultant wishes to become an Audere Independent Consultant and work together with the Spouse who is already operating as an Independent Consultant, the Spouse who wishes to join Audere with their Spouse must agree to the terms and conditions of the Audere Independent Consultant Agreement and then can be added to the Spouse’s existing Audere Independent Consultant. Only a Spouse can be added to an existing Audere Independent Consultant business. Spouses include those individuals bound by a marriage, civil union, domestic partnership or common-law marriage (each a Spouse). Should one or more individuals wish to operate a single Audere Independent Consultant business, then those individuals must create a Business Entity. Spouses will be treated as one business for recognition purposes. See the AUDERE Procedures for Details on Enrolling as a Married Couple.
3.6 AUDERE INDEPENDENT CONSULTANT INFORMATION
It is the sole responsibility of the Consultant to maintain up to date contact information, i.e. phone, email, address, tax identification, etc., with Company. Failure to provide accurate information and/or providing false information will be grounds for breach of this Agreement.
SECTION 4 BEING AN AUDERE INDEPENDENT AFFILIATE
The following section provides the guidelines for Consultant to remain in compliance as an Audere Independent Consultant
4 GENERAL CONDUCT
Consultants shall not engage in any conduct that may damage the Company’s reputation or otherwise compromise Company’s standing with governmental and regulatory agencies, including but not limited
to the United States Internal Revenue Service, Federal Trade Commission and/or any state tax or regulatory agency.
Consultants must conspicuously identify themselves as “Audere Independent Consultant” or “Audere Independent Affiliate” in all public facing forums included but not limited to all advertising, social media, websites, email signatures, name badges, marketing, etc.
Consultants must always remain above reproach, ensuring that all statements and representations made by Consultant are truthful fair and accurate and not misleading in any way. Consultant further warrants that Consultant will not engage in any fraudulent, deceptive, illegal, or manipulative tactics and will remain in compliance with the U.S. Foreign Corrupt Practices Act and all local laws.
Consultant must operate their business in a way that is fully compliant with all state and federal laws and regulatory policies, including but not limited to the Federal Trade Commission.
4.3.1 Consultant agrees to fully indemnify Company against any claims made by state and federal agencies charging that Consultant acted outside of compliance by making false representations related to Company product and/or income claims related to Consultant’s business.
4.4 CONSULTANT’S CAPABILITIES
Consultant warrants that Consultant is a capable, skilled independent business operator who requires no supervision or provision to complete the work they have freely chosen to do. Consultant further recognizes that Company is reliant on Consultant’s professional skill to carry out the duties required under this Agreement.
4.5 PRODUCT LIABILIY CLAIMS AND INDEMNIFICATION
Consultant understands that Consultant is independently and fully responsible for any and all claims made by Consultant and/or any of Consultant’s employees and/or business partners.
4.5.1 While the Company does carry product liability insurance for faulty or defective product and will indemnify Consultant against product failures, this insurance DOES NOT cover actions and claims made
by Consultant. As a result, Company strongly suggests that Consultant maintain independent business insurance to cover actions of the Consultant.
4.5.2 In order to be indemnified against any claims made by product customers, Consultant MUST notify Company of any claims in writing within ten (10) days of receipt of any notice of claim by Consultant. Client will not be indemnified by Company if Consultant made any valse claims about the product, violated this Agreement in ANY way and/or made any attempt to settle the claim with claimant. Company maintains the exclusive right to solely defend itself against any and all claims made by any third party.
4.5.3 Consultant agrees to FULLY indemnify Company against any claims made by a third party as a result of Consultant’s breech of this Agreement, failure to adhere to the Policies and Procedures described herein, Consultant’s violation of any federal, state or local law or agency policy including that of the U.S. Federal Trade Commission.
Company offers no insurance of any kind whatsoever to Consultant. As an independent business owner, Company suggests that Consultant procure any related business, liability, health and/or travel insurance that Consultant may deem necessary to protect themselves and their assets.
There are multiple ways by which Consultant shall receive compensation from Company. Consultant may be compensated based on product sales, recruiting other consultants who choose to resell Company’s products and services and by hitting performance incentives set by Company. All such compensation opportunity is described in the Audere Integrated Compensation Plan. Compensation is limited to commissions and bonuses based on the sale of products sold directly by Consultant or sold by other affiliates recruited by Consultant or in the Lineage of Affiliates recruited by those Affiliates recruited by Consultant. AT NO TIME WILL CONSULTANTS BE COMPENSATED FOR RECRUITING AND /OR ENROLLING OTHER AFFILIATES. Consultants will ONLY be compensated based on the total volume of product being sold.
4.7.1 Consultant acknowledges that Consultant is SOLELY responsible for paying all taxes related to any compensation received by Consultant from Company and acknowledges that Company will withhold no earnings for the purposes of meeting Consultant’s potential tax obligations or the tax burden of Consultant’s employees or sub-contractors.
4.7.2 If a product is returned to Company for a refund, whether or not a credit card chargeback occurs, any compensation that has been paid to Consultant related to the sale of said products and therefore deemed to be attributable to the returned product(s) will be recovered by the Company from the Consultant.
4.8 ENGAGEMENT IN OTHER BUSINESS OPPORTUNITIES
As an Audere Independent Consultant, Consultant is an independent business and may pursue any other business interests and opportunities outside of their relationship with Company provided that they comply with these Policies, including and without limitation, the specific limitations related to “SECTION 4.9 NON-SOLICITATION”.
Consultants must not use any Company provided platform to solicit and or recruit business from Company, Company’s Affiliates and or Company’s customers for any other 3rd party product or service represented by Consultant that would be deemed by Company to be competitive to Company. Further Consultant agrees to not promote, offer, discuss or display any opportunity, products, programs or services of the other business interests of Consultant immediately after any Company-related meeting, seminar, convention, webinar, teleconference, training or other function, i.e. an event, regardless of whether or not the other business interest is competitive to Company.
4.9.1 INJUNCTIVE RELIEF
Consultant and Company agree that any violation of this Non-Solicitation Policy shall cause Company irreparable harm for which there is no adequate remedy by law, and if emergency equitable relief is not granted to AUDERE, the injury to AUDERE shall outweigh the potential injury to the Consultant. Therefore, Company shall be entitled to seek emergency and permanent injunctive relief to prevent further violations of this Policy. Further any such violation shall constitute a breach of Agreement by Consultant.
4.9.2 Consultants shall not directly or indirectly solicit, encourage, or induce a Consultant in another Consultant’s downline to change lines of lineage, nor should a Consultant directly or indirectly solicit a Client in another Consultant’s downline. Violation of this Policy may be considered a breach of Agreement and potentially result in the termination of this Agreement.
4.10 HANDLING PERSONAL INFORMATION
Personal information is information that identifies or permits one to contact an individual. It includes a client’s, potential Client’s, Consultant’s and prospective Consultant’s name, mailing address, e-mail address, phone number, credit card information, Social Security Number or Tax Identification Number and other information associated with these details. Consultants must familiarize themselves with the Guidance on Handling Payment Card Information, attached as Appendix and incorporated into this Agreement. Consultants who receive personal information from or about prospective Consultants or Clients have the responsibility to maintain its security. Consultants should shred tangible materials or irreversibly delete from any electronic storage location the personal information of others once it is no longer needed. In addition, information regarding a Client’s or AUDERE Consultant’s experience with
Company products and/or programs cannot be revealed without his/her written permission; this includes use of personal testimonials.
4.11 PRODUCT INVENTORY
Consultants may carry inventory of Company products; however, Company recommends that Consultant not carry more inventory than Consultant needs for the immediate needs of their personal use or business. Company has no desire to see Affiliates with product they cannot sell and strongly advises against stocking large amounts of inventory.
4.12 INTERNATIONAL ACTIVITY
Consultants are only authorized to promote the Company, and anything related to it to countries authorized by Company.
4.13 ACTIONS OF AFFILIATED PARTIES
Should Consultant be a member of a partnership, trust, corporation, or other entity that has an equitable or ownership interest in or management responsibility for Consultant, any associated member of the same entity shall be considered an “Affiliated Party” of Consultant and Consultant shall be deemed responsible for any violation of this Agreement committed by any Affiliated Party of Consultant.
4.14 NEGATIVE COMMENTS
Complaints and concerns about Company should be directed to the Consultant Success Team. Consultants must not disparage, demean, or make negative remarks to third parties or other Consultants or Clients about Company, its owners, officers, directors, management or employees, other Consultants or Clients or the Integrated Compensation Plan. Violation of this Policy may result in a breach of Agreement by the Consultant and be subject to termination of the Agreement AND Company’s pursuit of any related damages. A Consultant’s obligations under this provision survive the termination of the Agreement.
4.15 ORDER RETURNS & REFUNDS
Consultants must notify their Clients that they have up to 30 days to return product purchased. All associated costs related to returns shall be paid by the Client or Consultant.
4.16 CANCELLATION OF AN AUDERE INDEPENDENT CONSULTANT AGREEMENT
Cancellation of a Consultant’s relationship with Company means the discontinuation of a Consultant’s relationship with AUDERE for any reason, whether the cancellation is voluntary, involuntary (termination or otherwise), or via non-renewal. A Consultant whose relationship with Company is canceled for any reason will lose all Consultant rights, benefits, future monetary compensation, product credits, and privileges, including loss of his/her downline organization which will roll-up to the Consultant’s Sponsor. See the AUDERE Procedures for Details on Cancellation of an AUDERE Consultant Business.
4.16.1 If a Consultant’s AUDERE business is cancelled or terminated whether voluntary or involuntary for any reason, the Consultant must IMMEDIATELY discontinue using AND remove the AUDERE name, and all other names, trademarks, and other intellectual property belonging to AUDERE, and all derivatives of such intellectual property, in dealing with Clients, in postings on all social media, or otherwise.
4.16.2 To remain an Audere Independent Consultant, every Consultant must accumulate 300 PV within each six (6) month period. If this qualification isn’t met, the Consultant will be terminated and lose all Consultant rights, benefits, future monetary compensation, product credits, and privileges, including loss of his/her downline organization which will roll-up to the Consultant’s Sponsor.
4.17 RETURN OF PRODUCTS, BUSINESS KITS & BUSINESS SUPPORT MATERIALS UPON CANCELLATON OR TERMINATION OF THIS AGREEMENT
Upon voluntary cancellation or termination of an AUDERE Independent Consultant Agreement, the Consultant may return their Business Kit and any Company-produced Business Support Materials that he or she personally purchased from AUDERE within thirty (30) days from the Consultant’s date of purchase (the thirty day limitation shall not apply to residents of Maryland, Massachusetts, Wyoming and Puerto Rico) so long as the goods are in currently marketable condition. Any Business Support Materials that are produced by a third party, i.e. non-Company produced, shall not be subject to this return Policy (please note, all products sold at are produced by a third party). In addition, residents of Georgia, Idaho, Louisiana, Maryland, Montana, Massachusetts, Oklahoma, Texas, Wyoming, and Puerto Rico may return any products that they purchased from the Company within one (1) year prior to the date of their cancellation so long as the products are in currently marketable condition. Upon the Company’s receipt of returned goods and/or Business Support Materials and confirmation that they are in currently marketable condition, the Consultant 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. Goods are in “currently marketable condition” if they are unopened and 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, is not in currently marketable condition. The merchandise must be returned within thirty (30) days from the date of the Consultant’s cancellation/termination.
Returns may be submitted by written request and must be accompanied by proof of payment, invoice, or packing slip and a Return Authorization Number. Shipping labels related to the return of Business Kits will be provided by the Company at no cost to the Consultant. Upon receipt and inspection of the return, the Company will process any appropriate refund, minus any set-offs owed to the Company for returned products, etc.
4.18 BUSINESS COMPRESSION
If a Consultant’s relationship with Company is canceled for any reason (including termination), the Consultant’s Downline organization, including personally recruited and enrolled Consultants and Clients, will compress to the next active Consultant above them in the lineage to which they belong as determined by Company.
4.19 Business Entities
4.19.1 Enrolling as a Business Entity. A Business Entity (e.g. limited liability company, corporation, partnership, etc.) may wish to enroll as an AUDERE Consultant. A Business Entity may apply to become an AUDERE Consultant by completing, signing, and returning a Business Entity Addendum, signed by all the owners in the Business Entity and purchasing a Business Kit, as well as complying with any other applicable legal requirements. All members of the Business Entity are required to comply with the terms of the Agreement. See the AUDERE Procedures for Details on Enrolling as a Business Entity.
4.19.2 Changing to a Business Entity. A Consultant who enrolled as an individual may wish to transfer his/her account to a Business Entity for the purpose of operating their business. If the Consultant wishes to change their form of business from a sole proprietorship to a Business Entity, he/she may do so at any time. The individual must complete, sign, and return a Business Entity Addendum to the Company, as well as comply with any other applicable legal requirements.
4.19.3 Business Entity Commissions. All commissions and/or bonuses earned by the Business Entity will be issued in the name of the Business Entity. The Company will not have any liability to the Consultant if the Business.
4.19.4 Primary Participant. One member of the Business Entity will be designated as the Primary Participant and the Company may rely and act on any information provided by the Primary Participant and will use the Primary Participant as the sole point of contact.
4.19.5 Dissolution of a Business Entity. In cases in which owners of a Business Entity elect to dissolve the Business Entity, and one of the owners advises the Company in writing that they are dissolving the Business Entity, the Consultant who is listed as the Primary Participant on the account shall be responsible for fulfilling the obligations of the Business Entity until the Business Entity is fully dissolved and a formal dissolution agreement between the parties is reached that determines the disposition of the Business Entity. While the dissolution is proceeding, no owner may make changes to the business (e.g., change the payee, change the name of the business, etc.) until a formal dissolution agreement concerning the Business Entity is finalized and the Company is notified accordingly by the Primary Participant. Upon completion of the dissolution and/or the completion of AUDERE’s Business Transfer
Procedures, the Business Entity shall be transferred to the individual who receives the Business Entity pursuant to the dissolution agreement (or court order if the dissolution is contested). Please note that AUDERE is unable to split a Business Entity in two, or to divide a commission between multiple parties. Therefore, if the owners or former owners enter into an agreement, or are ordered by a court, whereupon it is incumbent on AUDERE to split the commission or divide the Business Entity, the business shall be cancelled.
4.20 BUSINESS TRANSFER UPON DEATH
A Consultant may devise his/her business to his/her heirs via a will or other testamentary instrument. A Consultant shall not use or attempt to use a testamentary transfer as a means to circumvent the Business Transfer Policy (Policy 3.24). If the Company believes that a testamentary transfer is being used as a device to circumvent the Business Transfer Policy, the transfer shall be handled pursuant to the Business Transfer Policy and the corresponding Procedures.
Unless a testamentary instrument says otherwise, upon the death of a Consultant, the rights and responsibilities of the Consultant business remain with the Spouse. If a Spouse does not exist, the rights and responsibilities are passed on to the rightful heir(s), trustee(s), guardian(s) or conservator(s). The heir(s), trustee(s), guardian(s) or conservator(s) shall be required to contact the Company in writing and shall be bound by the terms and conditions of the Agreement. See the AUDERE Procedures for Details on Business Transfers upon Death.
4.21 BUSINESS DISTRIBUTION UPON DIVORCE
In cases in which a couple that jointly operates an AUDERE Consultant business divorce, and one of the Spouses advises the Company in writing that they have filed for divorce, the Consultant who is listed as the Primary on the account shall be responsible for fulfilling the obligations of the business until a divorce decree or order is entered and a court order rules on the disposition of the business (or the parties reach an agreement concerning the disposition of the business, as documented in writing, signed by both parties and notarized by a notary public).
4.22 ACTIVE CONSULTANT
For the purposes of assessing some compensation elements, a status of “Active Consultant” may be applied. To qualify as an “Active Consultant”, Consultant must achieve at least two hundred dollars (200) of personal volume in a calendar month, (“Active Personal Volume Threshold”). The Consultant will only be considered to be “Active” during the month in which they achieve the Active Personal Volume Threshold, (“APVT”). For example, if the Consultant achieves the APVT in January, does not achieve it in February and does achieve it in March, the Consultant will be considered “Active” for January and March only.
SECTION 5 RECRUITING OTHER INDEPENDENT CONSULTANTS
5 Consultants may recruit new Audere Independent Consultants / Affiliates.
5.1 BUSINESS GROWTH OPPORTUNITY
AUDERE Independent Consultants have the opportunity to grow their businesses beyond acquiring and supporting Clients by building an organization of Audere Independent Consultants. To do so, Consultants can recruit and enroll other individuals as Consultants and, if desired, help them do the same.
5.2 RECRUITING AND ENROLLING OTHER AFFILIATES
Opportunities to recruit and enroll other Affiliates are available to all Consultants; however, Consultants may only recruit and enroll individuals or Business Entities who are residents of the United States, U.S. Territories or U.S. service members and their families at verified APO and FPO military addresses. Recruiting and enrolling is only permitted where the Company has officially announced it is open for business.
5.3 BUSINESS RESPONSIBILITIES RELATED TO RECRUITING AND ENROLLING OTHER AFFILIATES
Consultants must use their best efforts to provide, on an ongoing basis, bona fide mentoring and training of recruited and enrolled Consultants and the Consultants within their organization. Consultants must maintain ongoing contact, communication, and mentoring within their organization to remain active. While it is the sole responsibility of the Consultant to operate their business as an independent contractor, Company is providing the following examples of such mentoring and training which may include, but are not limited to:
• Providing ongoing contact, communication, encouragement, and support of personally recruited and enrolled Consultants and those within their downline organization
• Product, program, and Consulting training
• Encouragement and support
• Written correspondence
• Personal and/or virtual meetings; Telephone contact, voice mail, and/or e-mail
• Accompanying individuals to the Company and/or field training sessions and meetings
• Assisting Consultants to set goals and create business strategies, etc.
5.4 PROTECTING THE LINEAGE
AUDERE is a business built upon the creation of relationships with Clients and other Consultants. Therefore, once a Consultant is enrolled, in order to preserve the lineage and safeguard the hard work of all Consultants, with the exception of permitting a Consultant to place (see definition of Placement) a newly enrolled consultant within their first thirty (30) days of enrollment, AUDERE does not allow Consultants to change sponsors.
5.4.1 Cancellation of a Consultant’s relationship with AUDERE. A Consultant can voluntarily cancel their agreement with AUDERE and if they remain inactive for six (6) full consecutive calendar months, following the six (6) calendar month period of inactivity, the former Consultant may re-enroll under a new Consultant of their choice. This requires the purchase of a new Business Kit. However, please note that:
22.214.171.124 The Consultant will lose all rights to their former lineage upon their cancellation and all rights to revenue produced through sales from their former organization.
126.96.36.199 The Consultant may not promote Company products, programs, earn compensation, or attend events or trainings during the six-month inactivity period.
188.8.131.52 The Consultant may not attempt to engage in any other actions that could be deemed, at the sole discretion of the Company, as an attempt to potentially circumvent this Policy.
184.108.40.206 Once re-enrolled, the Consultant is not permitted to solicit former Clients or induce Consultants or Clients from its former organization to change lineage.
220.127.116.11 Consultants who fail to comply with the foregoing for the full six (6) calendar months may be required to sit out an additional six (6) months or may be prohibited from reenrolling as a Consultant with the Company.
5.4.2 Waiver of Claims. If a Consultant improperly changes their Sponsor, AUDERE reserves the sole and exclusive right to determine the final disposition of the downline organization and any potential commissions that may have been earned, by the Consultant in his/her second lineage. CONSULTANTS WAIVE ANY AND ALL CLAIMS AGAINST AUDERE, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM AUDERE’s DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION OR COMMISSIONS EARNED BY A CONSULTANT WHO HAS IMPROPERLY CHANGED THEIR SPONSOR.
SECTION 6 ADVERTISING
6 Consultants may market and advertise Company products and services within the following guidelines:
6.1 FIELD TRAINING MATERIALS AND ADVERTISING MATERIALS
Consultants may develop and/or use their own training tools and materials to support their personal lineage consultants or others in their downline organization and or the promotion of their business (hereinafter, Field Training and Promotion Materials ) so long as such Field Training and Promotion Materials do not violate any of the AUDERE Policies, AUDERE Procedures, federal or state laws, regulations, or statutes and conform with the AUDERE BRAND GUIDE (the Audere Brand Guide is provided in Audere Connect).
6.2 PROHIBITED ADVERTISING PRACTICES & TOOLS
In order to protect the image of the Company as well as our Consultants, certain advertising practices are strictly prohibited:
6.2.1 Printed Materials, Radio, Podcasts and Television. Consultants may ONLY use the Company name or any other Company trademark in printed advertising materials or in conjunction with other promotions with written approval and Consultant must ONLY represent themselves as “Independent Audere Consultants.”
6.2.2 Online Advertising and the Internet. Consultants may only use AUDERE trademarks in conjunction with their business or personal website and/or web page (including mobile application), after first receiving written permission to do so from the Company.
6.2.3 Domain Names, URLs, Keywords, Meta Tags, and E-mail Addresses. Consultants may not use, purchase, or register any domain names, URLs, keywords, meta tags, or e-mail addresses that include, in whole or in part, the Company name or any of the Company’s trademarks, service marks, or product names, or any derivative thereof. To the extent that Consultants violate this Policy, they hereby acknowledge and agree that they will, upon Company request, immediately discontinue use and/or transfer to the Company (or its designee), at the Consultants expense, any such materials. Without limitation, a Consultant may not:
18.104.22.168 Create, operate, or maintain any website or web page with the words AUDERE, or any other Company trademark or acronym or derivative of a trademark, in whole or in part, in all or part of the URL (please see partial list of AUDERE trademarks attached as Appendix A to these Policies).
22.214.171.124 Purchase a keyword from a search engine or other online service that comprises or includes the words AUDERE or any other Company trademark, irrespective of whether the results of searches for that term include the Company.
126.96.36.199 Create an e-mail address that includes AUDERE or any other Company trademark without written permission from AUDERE, INC.
6.2.4 Online Auctions, Markets and Outlets. Consultants may not sell, auction, or attempt to sell Company products, programs, business tools, coupons/promotional codes on any online marketplace/storefront or auction sites (e.g., Amazon, eBay, etc.). Consultants are prohibited from using these sites to sell products or solicit/generate leads. Selling Company products, programs, or services online will subject the Consultant to potential termination of the Agreement.
6.2.5 Unsolicited Communications. Consultants may not send, transmit, or otherwise communicate any spam or other unsolicited mail, e-mail, text, SMS, or other messages to any individual or group. Use of Company provided tools, such as the Back-Office, require that Consultants have a bona fide connection to their message recipients prior to sending correspondence of any kind. Consultants may not buy or use any third party generated e-mail or mailing address lists in conjunction with their AUDERE business.
6.2.6 Product Packaging. Consultants may not re-label, repackage, or modify the Company’s products in any way in conjunction with any advertising, presentation, or other endeavor. A Consultant may, however, provide products for sampling purposes.
6.2.7 Similar Promotions or Incentives. While Consultants are permitted to run compliant incentives or promotions within their organization as a method to grow their respective businesses, Consultants should ensure that any promotions or incentives that they may choose to run are in compliance with any applicable local, state or federal regulations.
6.2.8 Company-Operated Social Media. The Company has its own independent social media presence. From time to time, the Company may use organic posts and paid social media advertisements to promote the Company and its offerings, including, but not limited to, its products and programs. In order to preserve the intended purpose of these posts and prevent disruption within the AUDERE Community, AUDERE Consultants may not directly or indirectly, themselves or through their Clients, attempt to solicit, or recruit potential Client or Consultant candidates on any Company social media postings or advertisements. Attempting to solicit or recruit shall be broadly construed, and examples include, but are not limited to:
• Come join my team
• I can help you look beautiful and my services as a Consultant are at no extra cost
• My team and I have a great time together
• Come join my Consultant’s team
• My Consultant is so great! You should use [insert Consultant]
6.3 PERMISSIBLE ADVERTISING PRACTICES AND TOOLS
While certain advertising practices are prohibited, Consultants may use a wide variety of resources to attract Clients and to acquire new Consultants. Please remember that Consultants may only use approved Business Support Materials when advertising their business.
6.3.1 Replicated AUDERE Website. Consultants can advertise their business through their replicated AUDERE website.
6.3.2 Social Media. Consultants may include a link on their social media sites (Facebook, Twitter, LinkedIn, YouTube, Pinterest, Instagram, etc.) to their replicated AUDERE website, and vice-versa. Consultants are responsible for the content of all material that they produce and all of their own postings on any social media site, as well as all postings on any social media site that they own, operate,
or control. In addition to meeting all other requirements specified in these Policies, if a Consultant uses any form of social media to advertise their business, including, but not limited to, Facebook, Twitter, LinkedIn, YouTube, Pinterest, or Instagram, the Consultant agrees to each of the following:
188.8.131.52 Consultants may not make any social media postings, or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, 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.
184.108.40.206 During the term of the Agreement and for twelve (12) calendar months thereafter, a Consultant may not use any social media site on which they discuss or promote, or have discussed or promoted, the AUDERE business or AUDERE’s products, programs or services to directly or indirectly solicit AUDERE Consultants for a competitive Direct Selling or network marketing program. A current or former AUDERE Consultant shall not take any action that may reasonably be foreseen to result in drawing an inquiry from other AUDERE Consultants relating to the Consultants other Direct Selling business activities. Violation of this provision shall constitute a violation of the Non-Solicitation provision of these Policies.
6.4 EMAIL MESSAGES
Consultants must comply with all laws regarding the sending of e-mail messages, including the CAN-SPAM Act, and it is a duty of the Consultant to become and remain informed about the requirements of these laws. Consultants are prohibited from sending unsolicited e-mails regarding their replicated website or business to individuals who have not specifically requested information regarding the AUDERE business opportunity, products, programs or services. In the event an individual who has formerly agreed to receive e-mail information later requests that the Consultant cease sending the individual any e-mail, the Consultant must honor this request immediately and remove that individual from the Consultant’s e-mail distribution list.
6.5 COMPANY TRADEMARKS
The name AUDERE and other names that may be adopted by the Company from time to time are proprietary trade names, trademarks and service marks of AUDERE (as partially outlined in Appendix A). The Company’s trademarks and copyrights are valuable assets and, therefore, the Company strictly regulates the use of these trademarks and copyrights to ensure that they do not lose their value to the Company or to our independent field sales force. Consultants may not use the Company’s trademarks, trade names, copyrights, and other intellectual property rights, registered or otherwise, in any form except as specifically authorized by these Policies or as otherwise approved in writing by the Company. The Company may prohibit the use of the Company’s trademarks or copyrights in any Business Support Materials or other medium. While the Company grants Consultants a limited license to use its trademarks and trade names in promotional media, that license exists only for so long as the Independent AUDERE Consultant Agreement is in effect. Upon cancellation of a Consultant’s Agreement for any reason, the Consultant’s license shall expire, and the Consultant must immediately discontinue
all use of the Company’s trademarks and trade names. Violation of any of the Policies pertaining to Company Trademarks and Copyrights may subject the Consultant to disciplinary action, up to and including termination.
6.5.1 Use of Company Trademarks. Under no circumstances may a Consultant use any of AUDERE’s trade names, trademarks, service marks or logos in any e-mail address, Business Entity name, website domain name, social media name or handle (or social media profile picture), address or phone number. In addition, Consultants are not permitted to use or apply the Company’s trade names, trademarks, service marks or logos on any tangible items, including, but not limited to: customized license plates, apparel, products, tools or other materials, unless otherwise allowed in these Policies or as authorized by the Company in writing.
6.5.2 Live and Recorded Events. AUDERE commonly puts on live and recorded events as well as webinars and telephone conference calls. During these events, Company executives or employees, Consultants, and guests may appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. Consultants may not record any Company events or functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium.
6.5.3 Company Produced Business Support Materials. Company-produced Business Support Materials, videos, audio, podcasts, and printed material are copyrighted materials. While some of these materials may be available to Consultants in their Back-Offices for download, Consultants shall not copy, sell, or license any such materials without the Company’s prior written approval.
6.6 REPLICATED WEBSITES
Upon enrollment, Consultants receive a replicated AUDERE website from which they can generate sales and enrollments of other Consultants.
6.7 RETAIL OUTLETS
With the exception of hair salons, day spas, lash and nail salons and independent boutiques and regional or local temporary or seasonal markets and fairs, Consultant agrees to obtain written approval from Company before selling AUDERE products and or services through any other retail outlet. For the purpose of this paragraph, the term “independent boutique” shall be limited to specialty retail locations with not more than two (2) locations).
6.8 TESTIMONIALS AND CLAIMS
Consultant acknowledges that they are sole responsible for all claims may be Consultant. Company can make no promise to protect or police Consultant’s behaviors, actions and claims because Consultant is
fully operating independently. Consultant acknowledges that product, income and lifestyle claims are highly regulated by the US Federal Trade Commission and Consultant further acknowledges that Consultant is subject to such regulations. It is Consultant’s SOLE responsibility to ensure compliance. Should Consultant be found to be violating such laws, regulations and policies, Consultant agrees to take sole responsibility and to immediately provide remedy. Failure to provide immediate remedy can result in the immediate termination of this Agreement. While it is not the responsibility of the Company to provide guidance on this matter, the Company is providing the following guidelines; however, the provision of said guidelines does not absolve the Consultant in any way of their own responsibility to adhere to laws, regulations and policies that may or may not be addresses here.
6.8.1 Consultant must ALWAYS and CONSPICUOUSLY disclose that they are an Independent Consultant of Audere products and services when making any claim related to Company.
6.8.2 All claims related to product performance must include the mentioning of any other products or services that may have been in use that might have impacted the results of the use in any way.
6.8.3 When discussing the business opportunity as an Independent Consultant, Consultant must state that any success as an Audere Independent Consultant requires at a minimum, commitment, effort and skill and that income levels above small supplemental income are rare.
6.8.4 Consultants must never give the impression that the business works on its own or that others will do the work for you. They must always disclose that this is a business that requires a time and skill investment.
6.8.5 Consultants must never overstate their personal experience or success and must always include the Audere Income Disclosure Statement when discussing income.
6.8.6 Any statements related to income must: (1) be truthful and disclose when the representation is about above-average or exceptional performance (the more atypical the represented success, the more thorough the disclaimer should be); (2) be clear and conspicuous (i.e., use straightforward, simple language and a similar size and font for both the income claim and the income disclaimer); and (3) be provided at the time of the representation and must be visible (when in writing).
6.9 TRADE SHOWS, FAIRS & EXPOS
6.9.1 Promoting a Consultant Business at Professional Events. We encourage Consultants to attend trade shows, fairs, and expositions to promote their businesses, when they are ready. However, Consultants must refrain from attending events that do not reflect well on the Company, its products, and programs, or that could negatively reflect on the image of the Company. Consultants should also take every reasonable effort to ensure there is not more than 1 Consultant exhibited at an event at which they plan to exhibit.
6.9.2 Turning Event Contacts into Active Clients. If a future Client wishes to place an order at the exposition, he/ she can place the order through Client Services or place the order online via the Consultant’s replicated website.
6.9.3 Company Presence at Events. Members of the AUDERE corporate team often attend and participate in events, which emphasizes the importance of speaking with one voice from a brand perspective to uniformly promote our products and programs. Therefore, Consultants may not participate in events where there is a corporate presence, unless prior written approval is given by the Company. It is solely the Consultant’s responsibility to comply with this Policy.
6.9.4 Field Presence at Events. AUDERE is not responsible for managing the event schedule within the field and will not mediate disputes with event vendors or among members of the field.
6.9.5 Registering for Events. Consultants should inquire with the event organizer prior to registration to determine if the Company will be attending the event. In cases where the Company will be present, Consultants should contact the Company before registration. The Company is not responsible for event registration fees and event costs associated with Consultants registering for events they cannot attend. Consultants may not register themselves as AUDERE, Consultants may only register as: , Independent AUDERE Consultant or , Independent Consultant with AUDERE, or Certified AUDERE Consultants can register themselves as , Independent Certified Consultant with AUDERE.
6.9.6 Insurance. As previously mentioned in these Policies (Policy 3.4), AUDERE does not provide liability or other insurance coverage, which is sometimes required to participate in such events. It is the Company’s recommendation that Consultants carry liability insurance for their business, and it is the sole responsibility of the Consultant.
6.9.7 Approval. AUDERE further reserves the right to refuse authorization for participation in any function that it does not deem to be a suitable forum for the promotion of its products, programs, services, or the AUDERE business opportunity.
6.10 Gift Certificates
6.10.1 Audere offers several denominations of Gift Certificate. A Gift Certificates is awarded Personal Volume (PV) at the time it is purchased. Example: When a $25 Gift Certificate is purchased the Consultant will receive 25.00 PV. When a GC is redeemed on an order the Gift Certificate amount will be applied as a form of payment. The Gift Certificate amount will be deducted from the order for purposes of PV. Example: If the order total before S&H is $100.00 and a $25 Gift Certificate is redeemed, the PV will be equal to 75.00.
6.10.2 Audere Gift Certificates are not applicable to sales tax and S&H.
6.10.3 Audere Gift Certificates are not applicable to non-commissionable Business Building Tools.
6.11 Audere Marketing/Business Building Tools
6.11.2 2oz Wash and Rinse Trial Bundles are available for Consultants as a Business Building Tools. 2oz Wash and Rinse Trial Bundles are available for Consultants who have achieved Paid As Star Consultant or higher.
6.11.3 Trials are non-commissionable. They are sold in bundles of 5 Wash or 5 Rinse for $50.00 per bundle. Please see training for effective marketing suggestions.
6.11.4 Standard shipping rates apply to all Business Building Tools.
Appendix A U.S.A. Partial List Of AUDERE Trademarks*
Building the Bridge Between Hope and Achievement
Feel the Extra
*This list is not complete and is subject to update at any time at the discretion of the Company.
For a complete list of Intellectual Property and trademarks, please email the Compliance Department.
AUDERE Income Disclosure Statement
AUDERE 2020 U.S. Income Disclosure Statement*
2022 ANNUAL INCOME OPPORTUNITY OF ALL INDEPENDENT NETWORK MARKETING CONSULTANTS ACROSS THE INDUSTRY
On average, over 25% of independent consultants in Company’s industry will have no earnings
On average, more than 70% of independent consultants in Company’s industry will quit within 7 months
On average less than 2% of independent consultants in Company’s industry will earn more than $50,000 per year after 4 years of actively building a business
*Based on 2021 Network Marketing Industry Report. These figures are not guarantees or projections of expected earnings or profits, and the income levels represented do not include expenses independent AUDERE Consultants may have incurred in building their businesses. AUDERE makes no guarantee of financial success. Success with AUDERE results from successful sales efforts, which require hard work, diligence, skill, persistence, competence, and leadership.
Reinstatement of an AUDERE Consultant Business Within 30 Days of Conversion
Should an AUDERE Consultant fail to timely renew his/her business, the business will convert to Client status. Once the business is converted, the Consultant’s downline organization (including all downline Clients and Consultants) will automatically compress to the Consultant’s sponsor/Business Consultant. Consultants that wish to reinstate their business are permitted to do so (at the discretion of the Company) subject to the following requirements:
i. Consultants that wish to reinstate their AUDERE Consultant business within thirty (30) calendar days of conversion may do so by paying an administrative fee, in addition to all past due fees related to AUDERE CONNECT. If Consultant failed to renew their business within thirty (30) days, their downline will be compressed.
Canceling an AUDERE Consultant Business
An AUDERE Consultant can cancel his/her business by:
• Declining to renew his/her AUDERE CONNECT fees at the end of any monthly renewal. Clients and Downline will compress to the canceling Consultant’s Sponsor/Business Consultant, OR
• Resigning in writing at any time, regardless of reason. If you have access to Connect – your Virtual Office you can submit a Help Ticket and request to Cancel your Consultant Status or you can send an email. Resignation must be submitted to the Company from the e-mail address that is on file with the Company to: hello@IAMAUDERE.com with the Subject Line: Cancel Consultant Status. Upon receipt of resignation from the Consultant, the AUDERE Consultant business will be cancelled, all commissions and bonuses will be forfeited, and all Clients and personal Downline will compress to the resigning Consultant’s Sponsor/Business Consultant.
• Please note, Consultant commissions are calculated on a weekly and monthly basis in arrears to account for any adjustments to commissions that may be needed after the close of the week and/or month. Therefore, commissions are not finalized and payable to the Consultant until several days after the close of the week and/or month, once the Company has completed the calculations of commissions.
• If a Consultant resigns from his/her Consulting business, no further commissions will be paid to the Consultant from the date the resignation is submitted to the Company, therefore, if the Consultant resigns before the weekly or monthly commissions are finalized, the Consultant will forfeit those unpaid commissions.
Business Transfer Upon Death
To effect the transfer of an Independent AUDERE Consultant business upon the death of a Consultant, the successor to the AUDERE Consultant business must provide the following to the Company:
• A copy of the deceased Consultant’s death certificate
• A certified copy of the will or other testamentary instrument establishing the successors right to the business
• If the successor to the AUDERE Consultant business is not an existing Consultant, the individual must submit a signed Independent AUDERE Consultant Agreement to the Company. If the individual is an existing AUDERE Consultant, the transferred business will be operated as a second business by the successor Consultant and remain in its current position in the lineage
• If the business is an entity (corporation, partnership, limited liability company, trust, etc.), the successor to the AUDERE Consultant business is also required to complete, sign and submit an amended
Business Entity Addendum. A hard copy of the amended Business Entity Addendum signed by all owners of the Business Entity must also be submitted along with the electronic form
All testamentary documentation must be provided to the AUDERE Compliance Department (compliance@IAMAUDERE.com)