Terms of Use

Independent Representative Agreement

1. Authorization and Contract. The FL Cosmetics Inc. opportunity is available in the U.S (except for Hawaii or some US territories (American Samoa, Guam, the Northern Mariana Islands, and the U.S. Virgin Islands)). By executing the Independent Representative Registration Agreement (“Agreement”), you apply for authorization to become a Faberlic Independent Representative (“IR”) and enter into a contract with FL Cosmetics Inc. (“Faberlic”).

Your contract with Faberlic includes all of the terms in this Agreement, any renewal form(s) executed or authorized by you, the Compensation Plan as defined in Rule 2.1 of the Faberlic Rules of IR Conduct, the Rules of IR Conduct (“Rules”) in effect at the time you execute this Agreement, and any Entity Agreement for IRs or modifications to the Plan or Rules that become effective during the term of your contract. Collectively, these documents comprise and are referred to as the “IR Contract”. You acknowledge that prior to signing this Agreement you have received, read and understood Faberlic Compensation Plan and the Rules, which are incorporated into this Agreement and made a part of it as if restated in full, as posted on www.Faberlic.com, and that you have read and agree to all terms set forth in this Agreement.

Annual Business Fee is equal to $1 and should be paid by IRs during signing this Agreement.

2. Expiration and Renewal. You must maintain a current authorization in order to preserve your rights as an IR, including all rights of sponsorship with IRs and Customers (as defined in Rule 2.3 of the Rules) you register. The term of your IR Contract expires in 1 year after your assigning the Agreement. To remain an IR, you must annually submit prior to the Agreement’s expiry date. Faberlic will notify an IR via email prior to the Agreement’s expiry date.

3. Independent Contractor Status. You agree this authorization does not make you an employee, agent, or legal representative of Faberlic, your sponsoring IR, or any other IR. As a self-employed independent contractor, you will be operating your own independent business, buying and selling products and services available through and by Faberlic on your own account. You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. Faberlic will not provide you with a place of business, and if you desire a place of business other than your own residence, you will be responsible for procuring, furnishing, and paying the rental for such place of business. As a self-employed independent contractor, you are responsible for complying with any state or local business licensing requirements. With respect to services performed by you under your IR Contract, you will not be treated as an employee for federal or state tax purposes, and you will be responsible for payment of any self-employment and other income taxes. You will receive IRS Form 1099-MISC reflecting the amount of income paid to you during the calendar year by Faberlic, your sponsoring IR. It will be your sole responsibility to account for such income on your individual income tax returns. For additional information, see Rules 4.16 and 4.17 of the Rules.

4. Presenting the Plan. You agree when presenting the Compensation Plan and Faberlic opportunity to prospective IRs to present them in strict accordance with Rule 5 of the Rules, emphasizing that there is only one Plan for all IRs, and that sales to Customers are a requirement to receiving compensation pursuant to the Compensation Plan. In presenting the Compensation Plan and Faberlic opportunity to Prospects, you agree not to utilize any literature, materials or aids not produced or specifically authorized in writing by Faberlic U.S. Faberlic-produced literature, materials, and sales aids will be made available for you to download.

You agree to give all prospective IRs a printed copy or a digital copy of a brochure authorized by Faberlic for use with Prospects that contains sales figures and percentages as published by Faberlic and orally inform the Prospect that the brochure contains sales figures and percentages as published by Faberlic.

5. Selling Product and Refunds. You agree that you will not sell any Faberlic Molecular Force  Dietary Supplement products until you have read the Responsibility Statement included in the Business Reference Guide, and you agree to make no representations or claims about any products beyond those shown on product labels and/or in Faberlic-authorized literature. With respect to your sale of Molecular Force Supplement products, you agree that you will make no claims or testimonials that such products are useful in the diagnosis, treatment, cure, or prevention of any disease. You further agree to sell products available through or by Faberlic only in authorized territories, including all of the United States except for Hawaii and some US territories (the “Region”), and to be bound the related rules and procedures established from time to time by Faberlic to effectuate those agreements. A price list of retail products is available at www.Faberlic.com. There are no sales quotas or minimum purchase requirements, and you are you can sell your products at any price up to retail price. The price list contains suggested retail prices. You may return products that you have purchased for a refund in accordance with the Faberlic Return Policy.

6. Personal and Business Data. You agree to obtain, record, use, hold, transfer, dispose of and otherwise process personal information about Customers, other Faberlic IRs or any other person (however and whomever obtained from) only in accordance with your IR Contract. Unless otherwise provided by Faberlic, you shall (i) only use such personal information for your own Faberlic business and for no other purpose(s); (ii) comply with your obligations regarding privacy and data security as set forth in your IR Contract; and (iii) comply with like privacy and data security obligations to those imposed on Faberlic under applicable laws in respect of such information.

7. Termination by Notice or Upon Breach. You may terminate your IR Contract at any time prior to expiration by written notice to Faberlic. Faberlic may terminate your IR Contract as a result of breach of any of the provisions of your IR Contract as provided at Rules 9.1 and 12.4 of the Rules. Faberlic may also take actions short of termination of your IR Contract, if you breach any of its provisions as provided in Rule 9.1 of the Rules.

8. Jurisdiction and Governing Law. Except to the extent that the Federal Arbitration Act applies to Rule 11, the formation, construction, interpretation, and enforceability of your IR Contract shall be governed by Arizona law, without giving effect to any choice of law or conflicts of law rules or provisions (whether of the State of Arizona or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Arizona. The place where the IR Contract is made is Phoenix, Arizona. Notwithstanding the language of this Agreement, the English language version of the Agreement shall govern.

9. Dispute Resolution. If a dispute arises between an IR and Faberlic relating to the IR Contract, the IR’s independent Faberlic business, or the rights and obligations of either party, the parties shall resolve the dispute through informal negotiation, mediation, litigation.

10. Miscellaneous. The provisions of your IR Contract with Faberlic are severable. In the event that an arbitrator or court of competent jurisdiction determines any portion of the IR Contract is unenforceable in any respect, then it shall enforce the rest of the IR Contract to the fullest extent permitted by law without affecting the enforceability of the remaining provisions of the IR Contract. No waiver of any default or breach of any provision of your IR Contract, or failure to enforce rights contained therein, shall operate as or be deemed a waiver of any subsequent default or breach. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The provisions of your IR Contract, including all documents incorporated herein by reference, embody the whole agreement between you and Faberlic and supersede any prior agreements, understandings and obligations between you and Faberlic concerning the subject matter of your contract with Faberlic.



Rules of IR Conduct

  1. Introduction
  2. Definitions
  3. Becoming an IR
  4. Responsibilities and Obligations
  5. Presentation of the Plan, Sponsoring and Support
  6. Preservation of the Lines of Sponsorship
  7. Business Support Materials
  8. Marks and Copyrighted Works
  9. Complying with the IR Contract (Remedies for Breach)
  10. Modification of the IR Contract
  11. Dispute Resolution Procedures
  12. Cancellation or Termination of IR Contract


1. INTRODUCTION

The Rules of Conduct ("Rules") form an important part of the contract between FABERLIC and the Independent Representative (the "IR Contract").

Independent Representatives (hereafter “IR”) own and operate their own Independent Businesses ("IBs"). FABERLIC recognizes the value of the contributions that IRs who have achieved business goals can make to the development of other IRs whom they sponsor and support under the Rules. As IRs develop into established leaders, they play an increasingly important role in mentoring and teaching other IRs about the FABERLIC business. Among other things, the Rules are designed to ensure that all IRs have the support that they need to continue to develop their IBs with FABERLIC.

Under the IR Contract, IRs receive substantial benefits, including: the right to purchase products through FABERLIC at IR cost for resale; the right to sponsor others to become IRs and sell products offered at www.FABERLIC.com; the right to qualify for bonuses under the FABERLIC IR Compensation Plan ("Compensation Plan"); use of FABERLIC’s intellectual property in accordance with the Rules; and a variety of support for IRs and their Customers. As part of its commitment to support the opportunity made available to IRs, FABERLIC invests substantial resources in goodwill, in the Line of Sponsorship ("LOS") and in LOS Information to provide FABERLIC and IRs with a competitive advantage. All IRs and FABERLIC share a competitive business interest in maintaining and protecting these assets and interests. The Rules provide important safeguards for IRs and FABERLIC in this regard, as well as contractual rights and obligations.

1.1. Contractual Relationship: FL Cosmetics Inc. ("FABERLIC") has a contract with each IR that includes these Rules together with all of the terms in the IR Registration Agreement form executed by the IR, the renewal form(s) executed or authorized by the IR, the Compensation Plan in effect at the time the IR executed the IR Registration Agreement, and, where applicable, an Entity Agreement for Independent Representatives (IRs) ("Entity Agreement") or modifications to the Compensation Plan that become effective during the term of the contract. Collectively, these documents comprise and are referred to as the "IR Contract". The current version of the Compensation Plan and Rules can be found at www.FABERLIC.com. Any promises, representations, offers, or other communications not expressly set forth in the IR Contract are of no force or effect.

IRs have an obligation to comply with all terms of the IR Contract including the Rules.

1.2. Choice of Law: Except to the extent that the Federal Arbitration Act applies to Rule 11, the formation, construction, interpretation, and enforceability of the IR Contract, and all claims arising from or relating to the IR Contract, shall be governed by Arizona law, without giving effect to any choice of law or conflicts of law rules or provisions (whether of the State of Arizona or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Arizona. The place where the IR Contract is made is Phoenix, Arizona.

1.3. Severability: If an arbitrator or court of competent jurisdiction determines any portion of the IR Contract is unenforceable in any respect, then it shall enforce the rest of the IR Contract to the fullest extent permitted by law without affecting the enforceability of the remaining terms of the IR Contract. The existence of any claim or cause of action of an IR against FABERLIC shall not constitute a defense to FABERLIC’S enforcement of any term or provision of the IR Contract.

1.4. Assignment. IRs may not assign any rights under the IR Contract without the prior written consent of FABERLIC. Any attempt to transfer or assign the IR Contract without the express written consent of FABERLIC renders the IR Contract voidable at the option of FABERLIC and may result in termination of the IR Contract and IB.

If the assets of FABERLIC, or a controlling ownership interest in FABERLIC, is transferred to a third party, FABERLIC may assign its rights and delegate its duties and obligations under the IR Contract to such third party as part of the sale or transfer.


2. DEFINITIONS

2.1. Compensation Plan means the business arrangement through which IRs receive certain income or other compensation based on their performance as specified in the Compensation Plan. The Compensation Plan is incorporated into and made a part of the IR Contract by this reference.

2.2. Copyrighted Works means works protectable by copyrights that are owned by, created by, or licensed to FABERLIC, regardless of whether such works are registered or not.

2.3. Customer means a non-IR who is an end user of FABERLIC products and services offered through or by FABERLIC and IRs.

2.4. Entity Agreement means a supplemental document that an IR who is operating his or her IB through a business entity (e.g., a corporation, limited liability company, partnership, or trust) must additionally execute. Where applicable, the Entity Agreement is incorporated into and made a part of the IR Contract by this reference.

2.5. Independent Business (IB) means a FABERLIC independent business operated by an IR pursuant to the IR Contract.

2.6. Independent Representative (IR) means an individual(s) or business entity operating an IB pursuant to the IR Contract.

2.7. Line of Sponsorship (LOS) means the structural arrangement of IRs established by the contractual relationship that each IR has with FABERLIC.

2.8. LOS Information includes all information that discloses or relates to all or part of the Line of Sponsorship, including but not limited to IR numbers and other IR business identification data, IR personal contact information, IR business performance information, and all information generated or derived therefrom, in its past, present, or future forms.

2.9. Marks means the trademarks, service marks, trade dress and trade names adopted or used by FABERLIC and/or otherwise the subject of pending or existing trademark rights owned by or licensed to FABERLIC, regardless of whether the trademarks, service marks, trade dress or trade names are the subject of trademark applications or registrations.

2.10. Prospect means a prospective IR.

2.11. Region means the United States, including Puerto Rico; except for Hawaii, and US territories and possessions (e.g., Guam, US Virgin Islands, etc.).

2.12. Use means: (a) with reference to Marks, directly or indirectly placing, affixing or displaying one or more Marks on or in connection with goods or services, in a manner that tends to create the impression of an affiliation, connection, or association between FABERLIC and the IR; and (b) with reference to Copyrighted Works, to reproduce, distribute and/or display copies of the Copyrighted Works, in whole or in part, including by means of digital audio transmissions, and to create any derivative works.


3. BECOMING AN IR

3.1. Registration Agreement: To become an authorized IR capable of merchandising products and services offered through or by FABERLIC and sponsoring other IRs, an applicant must be 18 years of age, complete and sign the IR Registration Agreement in accordance with the procedures on the FABERLIC website and pay the Business Services fee specified in the IR Registration Agreement.

3.2. Acceptance or Rejection of IR Registration Agreement: FABERLIC reserves the right to accept or reject any IR Registration Agreement. A registration shall be considered accepted by FABERLIC when it receives a completed and signed IR Registration Agreement in accordance with Rule 3.1its contents are verified with FABERLIC’s database, and the registration does not violate any Rule of Conduct.

3.3. Husband and Wife IRs: If both husband and wife wish to become IRs, they must register together as a single IB. Husbands and wives may not sponsor each other. If one spouse is already an IR, the other spouse, upon electing to become an IR, must join his or her spouse’s IB. An IR will be held accountable for the actions of a spouse, whether or not the spouse is an IR, so far as the Rules of Conduct are concerned.

3.4. Term: The term of the IR Contract shall expire in a year after signing the IR Agreement.

3.5. Annual Renewal: In order to renew the IR Contract, an IR will be notified to renew the IR Contract, along with the required annual business renewal fee. The term of your IR Contract expires in 1 year after your assigning the Agreement.

3.6. IR Contract Termination: An IR may terminate his or her IR Contract at any time prior to expiration by written communication to the FABERLIC Business Conduct and Rules Department. A person who terminates his or her IR Contract may immediately become a Customer. FABERLIC may terminate the IR Contract of an IR as provided in Rule 9.1 below. In addition, FABERLIC reserves the right to terminate all IR Contracts upon 21 days’ notice if FABERLIC 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.

3.7. Death and Inheritance: Upon the death of an IR, the IR’s IB may be passed to his/her heirs. Prior to such transfer, the beneficiary of the IB must provide FABERLIC 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 IB. The beneficiary must also execute and submit to FABERLIC an IR Registration Agreement within 30 days from the date on which the IB is transferred by the estate to the beneficiary or the IB will be cancelled. Because FABERLIC cannot divide an IB or commissions among multiple beneficiaries or transferees, the beneficiaries or transferees must form a business entity (corporation, LLC, partnership, etc.) and submit an IR Registration Agreement and Entity Agreement in the name of the business entity. Upon the completion of these requirements, FABERLIC will transfer the IB and issue commissions to the individual beneficiary or business entity.If there is no qualified IR in a position to operate an IB due to probate or other court procedures, FABERLIC will have the option of entering into a servicing agreement with another IR, preferably upline in the LOS, to manage the IB until the proceedings are complete. If the proceedings are not completed within one (1) year of the date of the IR’s death, the IB will be cancelled.


4. RESPONSIBILITIES AND OBLIGATIONS

4.1. General Conduct. IRs shall safeguard and promote the good reputation of FABERLIC and its products and services, and must avoid all illegal, deceptive, misleading, unethical, or immoral conduct or practices. IRs agree that they shall exhibit high moral character in their personal and professional conduct. IRs shall not engage in any conduct that may damage FABERLIC’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 IRs must adhere pursuant to this section, the following standards specifically apply to all IR activities:

4.1.1. Deceptive conduct is always prohibited. IRs must ensure that their statements are truthful, fair, accurate, and are not misleading.

4.1.2. If the IR Contract is cancelled for any reason, the IR must discontinue using the Marks, Copyrighted Materials, and all other FABERLIC intellectual property, and all derivatives of such intellectual property, in postings on all Social Media, websites, or other promotional material.

4.1.3. IRs may not represent or imply that any state or federal government official, agency, or body has approved or endorses FABERLIC, its program, or products.

4.1.4. IRs must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in their business or their personal lives that, in FABELIC’S sole discretion, could damage FABERLIC’S reputation or the culture that exists within the field sales force.

4.2. Duty of Good Faith: Under the terms of the IR Contract, FABERLIC and all IRs agree to perform their obligations in accordance with the duty of good faith and fair dealing. An IR will be held accountable for the actions of a partner, family member or third party acting or purporting to act on behalf of the IR or IB, so far as the Rules of Conduct are concerned. An IR shall not aid and abet another IR to violate the Rules of Conduct. IRs shall not conduct any activity that could jeopardize the reputation of FABERLIC or IRs.

4.3. Cross-Group Buying or Selling: No IR shall engage in cross-group buying or selling. Cross-group buying and selling occurs when an IR sells products and services offered through or by FABERLIC to another IR he or she did not personally sponsor, except (a) as may be permitted under a servicing agreement or (b) when an IR purchases from or through his or her upline VIP products and services offered through or by FABERLIC.

4.4. Unsolicited Electronic Messages (SPAM): No IR shall send, transmit, or otherwise communicate any unsolicited electronic messages relating to FABERLIC, its opportunity, products, or services to persons with whom the IR does not have a pre-existing personal or business relationship. (This includes, but is not limited to, sending messages through newsgroups, social media, purchased mailing lists, "safe lists," or other lists of individuals or entities with whom or which the IR does not have a pre-existing relationship.)

4.5. Retail Establishments: An IR who works in or owns a retail establishment must operate his or her IB separate and apart from the retail establishment; unless authorized by Faberlic. No IR shall permit products, services or literature offered through or by FABERLIC to be sold or displayed in retail, service, wholesale, warehouse, or discount establishments, or any online retail, auction, or buy-sell website (including but not limited to Amazon, eBay, and Craigslist). Prohibited to sell in retail establishments; unless authorized by Faberlic.

4.6. Statements About Products, Services, and the Opportunity: An IR shall make only truthful and accurate statements about the FABERLIC opportunity, products and services offered through or by FABERLIC. IRs shall not make any claims about products or services offered through or by FABERLIC other than those claims found in FABERLIC U.S. authorized literature and at www.FABERLIC.com.

4.6.1. Claims About FABERLIC Dietary Supplements. IRs must not make claims, including but not limited to testimonials, about dietary supplement products offered by or through FABERLIC that are not consistent with the claims contained in official FABERLIC U.S. literature or posted on FABERLIC’S official website. Under no circumstances shall any IR state or imply that any dietary supplement product offered by or through FABERLIC is useful in the diagnosis, treatment, cure, or prevention of any disease, illness, injury, or other medical condition.

4.6.2. Weight Loss Testimonials. If an IR makes a weight loss testimonial in connection with any product or service offered by or through FABERLIC, the IR must adhere to each of the following requirements:

  • The IR making the testimonial must clearly and conspicuously disclose that he/she is a FABERLIC Independent Representative.
  • 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 use the specific FABERLIC product or service.
  • No testimonial may be made relating to use of FABERLIC 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.

4.7. Repackaging: Products offered through or by FABERLIC are to be sold only in their original packages and in their original formulations. IRs may not repackage products or otherwise change or alter any of the packaging, labels or materials of products offered through or by FABERLIC.

4.8. Written Sales Receipt: An IR who takes and/or delivers an order in person for over $25 shall deliver to the Customer at the time of sale two copies of an official FABERLIC written and dated order or receipt and advise the Customer of his or her rescission rights as set forth on the receipt or order form. Both copies of the written receipt or order form shall: (a) describe the product(s) sold; (b) state the price charged; (c) give the name, address, and telephone number of the selling IR; and (d) include FABERLIC’s Return Policy and the government-required notice of right to cancel.

4.9. Customer Return Policies: If a Customer wishes to return a FABERLIC product pursuant to Return Policy as published at faberlic.com the Customer may return the product directly to FABERLIC or may return the product to the IR from whom the Customer purchased the product. If a Customer returns a product to the selling IR and the Customer is entitled to a refund pursuant to the FABERLIC Shipping and Return Policy, the IR shall issue a refund to the Customer in accordance with the Shipping and Return Policy. The IR may then return the product to FABERLIC for a refund of the price that the IR paid for the product. If the product was damaged in transit from Faberlic, refund will include shipping costs. To initiate a return to FABERLIC under this Rule, contact the Customer Service Department at Faberlic.com.

4.10. Purchase Rescission Rights. Customers, and newly enrolled IRs have three business days within which to cancel their initial purchase and obtain a full refund. An explanation of these rights is contained on the FABERLIC sales receipt and order form.

4.11. IR Returns of Merchandise and Sales Aids Upon Cancellation or Termination of the IR Contract. Within 30 days from the cancellation or termination of an IR’s IR Contract, the IR may return products and sales aids and tools that he or she personally purchased from FABERLIC 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). Upon FABERLIC’s timely receipt of returned goods and confirmation that they are in currently marketable condition, the IR 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, or which has passed it commercially reasonable usable or shelf-life, is not in currently marketable condition.

In addition to the foregoing, IRs who reside in the following states have additional refund rights.

4.11.1. Montana Residents. An IR who resides in Montana resident may cancel his or her IR Contract 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 FABERLIC opportunity.

4.11.2. Louisiana, Massachusetts, and Wyoming Residents. If an IR who resides in Louisiana, Massachusetts, or Wyoming cancels his or her IR Contract, upon receipt of a written request from such canceling IR, FABERLIC will refund 90% of the costs incurred by such canceling IR to participate in the program during the one-year period immediately preceding the date of the cancellation.

4.11.3. Maryland Residents. An IR who resides in Maryland may cancel the IR Contract for any reason within 3 months after the date of receipt of goods or services first ordered. Upon such cancellation, FABERLIC shall repurchase the goods, and the repurchase price shall be at least 90% of the original price paid by the IR.

4.12. Adjustments 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 FABERLIC for a refund or is repurchased by FABERLIC, or a chargeback occurs, the compensation attributable to the returned or repurchased product(s) will be recovered by FABERLIC from the IRs who were paid commissions or bonuses based on the original sales of such products. Such unearned compensation will be deducted, in the month 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 IR and upline IRs who received bonuses and commissions on the sales of the refunded products. Likewise, if it is the responsibility of an IR to issue a refund to a Customer, but if FABERLIC issues the refund, FABERLIC may deduct the amount refunded to the Customer from the IR’s subsequent bonus and commission payments.

FABERLIC reserves the right to withhold or reduce any IR’s compensation as it deems necessary to comply with any garnishment or court order directing FABERLIC to retain, hold, or redirect such compensation to a third party

4.13. Customer Volume: In order to obtain the right to earn a Performance Bonus on downline volume during a given business period, an IR must: (a) have at least 100 PGV of sales to any number of Customers. For purposes of obtaining the rights referred to in this Rule, sales must be to Customers who either: (a) place an order directly with FABERLIC; or (b) place an order with the IR that the IR reports to FABERLIC through a system established by FABERLIC for tracking such sales.

4.13.1. In producing proof of such sales, the IR is not required to disclose the prices at which he or she made the Customer sales.

4.13.2. If such an IR fails in any business period to make said Customer sales and/or to produce proof of making such sales, then he or she will be denied his or her Performance Bonus that month on downline volume. It is the obligation of the IR to ensure compliance by the official deadlines published by FABERLIC, in order to qualify for his or her Performance Bonus.

4.14. Compliance with Applicable Laws, Regulations, and Codes: IRs shall comply with all laws, regulations, and codes that apply to the operation of their IB wherever said business may be conducted. IRs shall not directly or indirectly encourage, or aid and abet any person to violate any laws, regulations, codes, or term of the IR Contract. No IR may operate any illegal or unlawful business enterprise, or engage or participate in any deceptive, illegal, or unlawful trade practices.

4.15. Independent Contractor Status: IRs are independent contractors and not employees, partners, legal representatives, or franchisees of FABERLIC. IRs shall not state or imply that they are employees, agents, or legal representatives of FABERLIC, its affiliates, and/or other IRs. IRs shall not represent or imply, either directly or indirectly, that registration creates an employment relationship between themselves and the IRs whom they have sponsored or who have sponsored them. IRs 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. IR SHALL NOT BE TREATED AS AN EMPLOYEE OF FABERLIC FOR FEDERAL OR STATE TAX PURPOSES. FABERLIC is not responsible for withholding and shall not withhold or deduct FICA, or taxes of any kind from any IR’s compensation. IRs are not entitled to workers compensation or unemployment security benefits of any kind from FABERLIC.

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

4.16. Income Taxes. As independent contractors, IRs are responsible for paying local, state, and federal taxes on any income generated as a FABERLIC IR. Every year, FABERLIC will provide an IRS Form 1099 MISC (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 FABERLIC with your Social Security Number, Employer Identification Number, or Taxpayer Identification Number as appropriate.

4.17. Territories: IRs shall not represent to anyone that there are franchises or exclusive territories available under the Compensation Plan.

4.18. Enticement to Change Position in the Line of Sponsorship: Under no circumstances shall an IR, directly or indirectly, solicit, assist, attempt to induce, or encourage, another IR to request a change in position in the LOS.

4.19. Exporting and Importing: IRs shall not export or import products or services offered through or by FABERLIC or sell to others they have reason to believe will import or export such products or services, to or from the United States or its possessions or territories or any other country, regardless of whether or not FABERLIC or its affiliates have established operations or are doing business in that country. Nothing in this Rule prohibits IRs from personal use or resale within the Region in accordance with the IR Contract.

4.20. Activity Outside the Region or Activity Outside the Market Where the IR Is Registered: IRs who engage, directly or indirectly, in any activity related to the FABERLIC business in a jurisdiction outside of the Region must do so in a manner that complies with the letter and spirit of the applicable laws, regulations, rules, policies and procedures of the FABERLIC affiliate in that jurisdiction, regardless of whether they are registered IRs in that jurisdiction. Failure to do so shall be a breach of the IR Contract.

4.21. Sound Business Practices: IRs shall operate their Business in a financially responsible and solvent manner. FABERLIC reserves the right to offset bonus payments for amounts an IR owes to FABERLIC. If an IR or any member partner in his or her business files a petition for bankruptcy or has bankruptcy proceedings commenced against him or her, or has any assets seized by court order or taken in execution of an unsatisfied judgment debt, the IR must immediately inform FABERLIC.

4.22. Fund-raising: No IR shall use FABERLIC products or services in conjunction with any type of fund-raising activity, unless authorized by Faberlic in writing. Fund-raising includes the solicitation for the donation of funds or for the purchase of FABERLIC products or services based on the representation that all, or some, of the gains, proceeds, donations, bonuses, or profits generated by such sale will benefit a particular group, organization, or cause.

4.23. IR Plan Manipulation: IRs shall not manipulate the Compensation Plan, personal value (PV) or business volume (BV), in any way which results in the payment of bonuses or other awards and recognition that have not been earned in accordance with the terms of the IR Contract.

4.24. Product Inventory and Bonus Buying. There is no need for IRs to carry an inventory of FABERLIC products for resale as all products are direct shipped by FABERLIC the Customer. IRs should only order FABERLIC products if they have a current need for the products for their own personal or household use or for fulfilment of Customer orders or demand. In addition, bonus buying is strictly prohibited. Bonus buying is 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.

4.25. Personal/Business Information Update: All IRs are responsible for communicating any updates or changes to their personal information (e.g., name, address, email address and telephone numbers, etc.) or business information (e.g., business name, address, email address, telephone numbers, addition/deletion of partner, change of business status, etc.) to FABERLIC.

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

4.27. Media Inquiries. IRs must not interact with the media regarding the FABERLIC opportunity or FABERLIC products or services. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to FABERLIC.

4.28. Handling Personal Information. If an IR receives Personal Information from or about another IR, a Prospect, a Customer, or a prospective Customer, it is the IR’s responsibility to maintain the security of the Personal Information. The IR should shred or irreversibly delete the Personal Information of others once the IR no longer needs it. Personal Information is information that identifies or permits a person or entity to contact an individual. It includes the name, address, email address, telephone number, credit card information, social security or tax identification number, and other information associated with these details, of another person including Customers, potential Customers, IRs, and Prospects.

4.29. Negative Comments/Non-Disparagement. Negative comments in the field serve only to sour the enthusiasm of other IRs. Therefore, IRs must not disparage, libel, slander, demean, or make negative or critical comments to third parties or other IRs about FABERLIC, its owners, officers, directors, management, employees, other IRs, or the Compensation Plan. Disputes or disagreements between any IR and FABERLIC shall be resolved through the dispute resolution process, and FABERLIC and IRs agree specifically not to demean, discredit, or criticize one another on the Internet or any other public forum. Complaints and concerns about FABERLIC should be directed to  Этот e-mail адрес защищен от спам-ботов, для его просмотра у Вас должен быть включен Javascript .

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

4.31. FABERLIC Contact: If you have any questions about the IR Contract or these Rules, please contact the Business Conduct and Rules Department at  Этот e-mail адрес защищен от спам-ботов, для его просмотра у Вас должен быть включен Javascript .

 


5. PRESENTATION OF THE COMPENSATION PLAN, SPONSORING AND SUPPORT

5.1. Inviting: When inviting a Prospect to hear a presentation about the FABERLIC opportunity, an IR must make it clear that what is being described or offered is the Compensation Plan.

5.2. Describing the Plan: When describing the Compensation Plan: (a) an IR’s statements must be truthful, accurate and not misleading; (b) the roles of a balanced business (retail sales, personal use and sponsoring) must be accurately described; and (c) any income representations must be limited to representations contained in FABERLIC-produced materials.

5.3. Income Claims. When presenting or discussing the FABERLIC opportunity or Compensation Plan to a Prospect, IRs may not make income projections, income claims, income testimonials, or disclose their FABERLIC income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records), or the income of any other IR. Nor may IRs make lifestyle income claims. A lifestyle income claim is a statement or depiction that infers or states that the IR is able to enjoy a luxurious or successful lifestyle due to the income they earn from their FABERLIC IB. Examples of prohibited lifestyle claims include, but are not limited to, the following types of representations:

  • That an IR (or his/her spouse) was able to quit his/her job.
  • That an IR was able to replace his/her income from a job.
  • That an IR was able to pay for a child’s private school or college education due to his/her FABERLIC earnings.
  • That an IR was able to acquire expensive or luxury material possessions (e.g., homes, cars, jewelry, boats, recreational vehicles, etc.).
  • That because of his/her FABERLIC earnings, an IR 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 an IR including social media postings.

5.4. Compensation Plan and Opportunity Claims. When presenting or discussing the Compensation Plan and/or the FABERLIC opportunity to a Prospect or Prospects, an IR must make it clear to the Prospect(s) that financial success in FABERLIC requires commitment, effort, and sales skill. Conversely, IRs must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include, but are not limited to:

  • The FABERLIC opportunity a turnkey system.
  • The FABERLIC 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.
  • FABERLIC 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 FABERLIC opportunity. It is important that IRs do not make these, or any other representations, that could lead a Prospect to believe that they can be successful as an IR without commitment, effort, and sales skill.

5.5. Required Disclosures: In seeking participation of a Prospect in the FABERLIC opportunity, an IR:

5.5.1. Must give each Prospect a copy of a brochure authorized by FABERLIC for use with Prospects that contains the average profits, earnings, and sales figures and percentages as published by FABERLIC, and orally inform the Prospect that the brochure contains the average profits, earnings, and sales figures and percentages as published by FABERLIC.

5.5.2. Must use only FABERLIC-authorized materials or Business Support Materials authorized for use with Prospects under Rule 7 (Business Support Materials).

5.6. Prohibited Sponsoring Practices: In seeking participation of a Prospect in the Plan, an IR:

5.6.1. Must comply with Rules 5.1 through 5.5 above.

5.6.2. Must not say or imply that a successful IB can be built in the form of a wholesale buying club.

5.6.3. Must not say or imply that there is no requirement for the retail sale or marketing of products by IRs.

5.6.4. Must not promote potential tax benefits of the Compensation Plan.

5.6.5. Must not encourage or require a Prospect to purchase anything not included with the Business Services and Support fee specified in the IR Registration Agreement and must not encourage the purchase of a product or service not identified on the IR Registration Agreement. The only requirements which an IR can impose upon a Prospect whom he or she is willing to register is that the Prospect shall pay the Business Services and Support fee and sign a completed IR Registration Agreement and submit it to FABERLIC.

5.6.6. Must not register or sponsor new IRs in a way that manipulates the new IR’s position in the LOS.

5.7. Sponsor’s Responsibilities: A sponsor must comply with the following obligations:

5.7.1. Rules Compliance: The sponsor must be an IR in full compliance with the Rules of Conduct.

5.7.2. Access to the IR Contract: The sponsor must ensure that all IRs whom he or she sponsors have access to and the opportunity to read the IR Contract.

5.7.3. Education and Motivation: The sponsor must be able to educate and motivate the IRs whom he or she has sponsored with a minimum of assistance from his or her first upline Director or above. IRs may fulfil this obligation by use of Business Support Materials approved under Rule 7.

5.8. Prohibited Support Practices: Sponsors and upline IRs shall not encourage or require downline IRs, as a condition of receiving assistance in building their IB after registration, to (a) purchase any specified amount of FABERLIC or non-FABERLIC products or services, or (b) maintain a specified inventory of FABERLIC or non-FABERLIC products or services.


6. PRESERVATION OF THE LINE OF SPONSORSHIP

6.1. Confidentiality of the LOS: FABERLIC protects the LOS and LOS Information for the benefit of FABERLIC and of all IRs. FABERLIC keeps LOS Information proprietary and confidential and treats it as a trade secret. FABERLIC is the exclusive owner of all LOS Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by FABERLIC and its IRs. IRs can use FABERLIC’s goodwill and LOS Information only for the purposes permitted under the IR Contract.

6.1.1. IRs acknowledge, and agree not to challenge, that: (i) LOS Information is confidential and a valuable trade secret owned by FABERLIC; (ii) LOS Information is owned exclusively by FABERLIC; and (iii) IRs do not own any rights in LOS Information. IRs agree not to challenge or interfere with FABERLIC’s authority to license or sublicense LOS Information. IRs shall not assert or seek any rights or protection of any kind in LOS Information other than those limited rights or protections that may be specifically granted by this Rule.

6.1.2. An IR may use LOS Information only with FABERLIC’s prior written permission, which may be expressed through general publication (to all IRs) or through a specific writing to one or more IRs. Any permission granted by FABERLIC shall constitute a limited non-exclusive, non-transferable, and revocable license by FABERLIC for an IR to use LOS Information only as necessary to facilitate his or her IB as permitted under these Rules of Conduct. FABERLIC reserves the right to deny or revoke any such license, upon reasonable notice to the IR stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of FABERLIC, such is necessary to protect the confidentiality or value of LOS Information.

6.1.3. All IRs shall maintain LOS Information in strictest confidence and shall take all reasonable steps and appropriate measures to safeguard LOS Information and maintain the confidentiality thereof. An IR shall not compile, organize, access, create lists of, or otherwise use or disclose LOS Information except as authorized by FABERLIC. An IR also shall not disclose LOS Information to any third party or use LOS Information in connection with any other businesses or to compete, directly or indirectly, with the FABERLIC business.

6.1.4. An IR shall promptly return any and all LOS Information to FABERLIC upon resignation, non-renewal, or termination of his or her IB and shall immediately discontinue any further use thereof.

6.1.5. Every IR acknowledges that use or disclosure of LOS Information, other than as authorized by FABERLIC, will cause significant and irreparable harm to FABERLIC, warranting an award of injunctive relief, including a temporary restraining order and/or a preliminary injunction, specific performance, and damages including costs, attorneys’ fees, and disgorgement of all profits made as a result of such unauthorized use or disclosure.

6.1.6. An IR’s obligations under this Rule 6.1 shall survive and remain enforceable following the voluntary or involuntary resignation, non-renewal, or termination of that IR’s IB.

6.2. Non-Competition and Non-Solicitation:

6.2.1. IRs are free to participate in other network marketing programs, until Ruby Director status is confirmed. However, during the term of the IR Contract and for one year following the termination or cancellation of the IR Contract for any reason, an IR may not directly or indirectly recruit other FABERLIC IRs (except for the IR’s personally sponsored IRs) for any other network marketing business. The term “recruit” means the direct or indirect, actual, or attempted, sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, another IR to enroll or participate in another network marketing opportunity. This conduct constitutes recruiting even if the IR’s actions are in response to an inquiry made by another IR.

6.2.2. If an IR is engaged in another network marketing program, it is the responsibility of the IR to ensure that his or her FABERLIC IB is operated entirely separate and apart from all other businesses and/or Network Marketing programs. To this end, the IR must not:

  • Display FABERLIC promotional material, sales aids, or products with or in the same location as, any non-FABERLIC promotional material or sales aids, products, or services (Instagram, Facebook, Pinterest, and similar social media sites are exempt from this provision).
  • Offer the FABERLIC opportunity, products, or services to Prospects or to prospective or existing Customers in conjunction with any non-FABERLIC program, opportunity, or products.
  • Offer, discuss, or display any non-FABERLIC opportunity, products, services, or opportunity at any FABERLIC-related home party, trunk-show, meeting, seminar, convention, webinar, teleconference, or other function.
  • Sell or offer to sell competing non-FABERLIC products to other IRs. Any beauty, cosmetic, prepared food, or dietary supplement product is deemed to be competing with FABERLIC products regardless of differences in ingredients, cost, method of administration/use, or other distinguishing factors.

6.2.3. The geographic scope of Rules 6.2.1 and 6.2.2 is the Region.

6.2.4. All IRs agree that these Rules are reasonable in both time and geographic scope.

6.2.5. Nothing in this Rule 6.2 restricts the sale or distribution of privately developed Business Support Materials in accordance with Rule 7 and Rule 6.3.

6.2.6. Nothing in this Rule 6.2 restricts competition between IRs (a) in the sale of products or services offered through or by FABERLIC to Customers or (b) in the registration of new IRs or Customers.

6.2.7. Every IR acknowledges that this Rule 6.2 protects the reasonable competitive business interests of FABERLIC and IRs, and that a violation of any subsection of this Rule 6.2 will cause significant and irreparable harm to other IRs and FABERLIC, warranting an award of injunctive relief, including a temporary restraining order and/or a preliminary injunction, specific performance, and damages including costs, attorneys’ fees, and disgorgement of all profits made as a result of such violation.

6.2.8. An IR’s obligations under this Rule 6.2 shall survive and remain enforceable following the voluntary or involuntary resignation, non-renewal, or termination of that IR’s IB.

6.3. Other Business Activities: Except as provided in Rule 6.2, IRs may engage in other business ventures, including other selling activities, involving products, services, or business opportunities. However, IRs may not take advantage of their knowledge of or association with other IRs whom they did not personally register, including their knowledge resulting from or relating to LOS Information, in order to promote and expand such other business ventures. Such use of LOS information would be a violation of Rule 6.1.

6.3.1. Every IR agrees not to solicit, directly or indirectly, other IRs whom he or she did not personally sponsor in order to sell, offer to sell, or promote other products, services, business opportunities, investments, securities, or loans not offered through or by FABERLIC. Every IR agrees not to sell, offer to sell, or promote any other business opportunities, products, or services in connection with the Plan. Nothing in this Rule 6.3 restricts the sale or distribution of Business Support Materials in accordance with Rule 7.

6.3.2. Nothing in this Rule 6.3 restricts, for example, an IR regularly engaged in the operation of a service station, auto dealership, retail establishment, salon, or a professional service (e.g., law, medicine, dentistry, or accounting) from serving customers who are IRs. But an IR shall not actively solicit the patronage of other IRs based on knowledge or information gained in violation of Rule 6.1.

6.4. Sale, Transfer, Assignment, Merger, or Division of an IB or IR Contract: The sale of an IB, the sale of an ownership interest in an IB, transferring an IB, merging IBs, separating or dividing an IB, or assignment of any rights or obligations under an IR Contract require express approval of FABERLIC in writing. An IR’s attempt to sell, transfer, assign, merge, separate, or divide an IB or an interest in an IB without the express written approval of FABERLIC may result, at FABERLIC’s option, in the termination of the IR’s IR Contract and IB. If approved, none of the foregoing may be used to manipulate the Line of Sponsorship.

6.5. Change of Sponsor: As a rule, an IR may not change his or her Sponsor (the IR under whom the IR is enrolled). The only means by which an IR may legitimately change his or her Sponsor are by cancellation and reapplication or by upline approval as described in Rules 6.5.1 and 6.5.2.

6.5.1. Cancellation and Reapplication: An IR may voluntarily cancel his or her IR Contract in writing and remain inactive for six (6) full calendar months. Following the six-calendar month period of inactivity, the former IR may reapply under a new Sponsor. The IR will lose all rights to his or her former LOS upon the cancellation. During the period of inactivity, a person shall not conduct any of the activities of an IR under his or her name, or in the name of another person or IB.

6.5.2. Upline Approval: If an IR does not wish to observe a six-month period of inactivity, the IR may Submit a written request for a change of Sponsor to FABERLIC. The IR requesting the transfer must also submit written and signed transfer authorization form that contains the written approval of his or her immediate ____ upline IRs. If any of the transferring IR’s downline IRs wish to transfer with him or her, they likewise must submit written and signed transfer authorization forms to FABERLIC that also have the approval of their immediate ____ upline IRs.

6.5.3. Two-Year Inactivity: An IR who transfers to a new sponsor, or who registers under a different sponsor after 6 months of inactivity, may not sponsor any IR who was previously upline or downline to him or her, unless at least two years have elapsed since the expiration of the sponsored IR’s IR Contract.

6.5.4. Waiver of Claims: In cases where an IR has improperly changed his or her Sponsor, FABERLIC reserves the sole and exclusive right to determine the final disposition of the LOS that was developed by the IR following the improper change of Sponsor. IRS WAIVE ANY AND ALL CLAIMS AGAINST FABERLIC, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM FABERLIC’S DECISION REGARDING THE DISPOSITION OF ANY LOS THAT DEVELOPS BELOW AN IR WHO HAS IMPROPERLY CHANGED HIS OR HER SPONSOR.

6.6. Sale of an IB: Except as provided in Rule 6.4, an IR may not sell, transfer, or assign his or her IB.

6.7. Roll-Up of LOS: When a vacancy occurs in an LOS due to the cancellation or termination of an IR and his or her IB, each IR in the first level immediately below the cancelled or terminated IR as of the date of the cancellation or termination will be moved to the first level (“front line”) of the cancelled or terminated IR’s Sponsor. For example, if A sponsors B, and B sponsors C1, C2, and C3, if B’s IB is cancelled or terminated, C1, C2, and C3 will “roll-up” to A and become part of A’s first level.

6.8. Divorce, Separation, or Other Dissolution of a Non-Spousal Partnership or Business Entity: IRs who become involved in an action for divorce, separation of marital property, or the dissolution of a business entity, must continue to conduct themselves in compliance with the Rules of Conduct.

6.8.1. During the pendency of a divorce, separation of marital property or dissolution of a non-spousal partnership or business entity, the IRs must continue to operate the IB jointly on a "business-as-usual" basis.

6.8.2. After a Final Decree or Judgment of Divorce, a Final Separation Agreement or other domestic contract that contains a legally enforceable Property Settlement or Division of Assets that addresses their IB, or after a final dissolution of a non-spousal partnership or business entity, IRs may: (a) agree to continue to operate their IB in the form of a partnership or other legal entity permitted under Rule 3.3; or (b) agree that one IR may relinquish all rights in the original IB to the other IR(s), at which time the withdrawing IR is free to immediately register under any sponsor.


7. BUSINESS SUPPORT MATERIALS

Business Support Materials (or "BSM") as used in these Rules means all products and services (including but not limited to business aids, books, magazines, flip charts, and other printed material, online literature, internet websites, advertising, audio, video or digital media, rallies, meetings, and educational seminars, and other types of materials and services) that are (i) designed to solicit and/or educate Prospects, Customers, or prospective Customers of FABERLIC products or services, or to support, motivate, and/or educate IRs, or (ii) incorporate or Use one or more of the Marks or Copyrighted Works of FABERLIC, or (iii) are otherwise offered with an explicit or implied sense of affiliation, connection, or association with FABERLIC. Unless otherwise specified in writing, IRs acknowledge that nothing in this Rule, or in any other Rule, shall be construed or interpreted as a license or other permission to incorporate any LOS Information into any BSM.

7.1. IR-Produced Business Support Materials Prohibited. IRs must use only FABERLIC produced or approved BSM when promoting the FABERLIC opportunity or FABERLIC products or services. These materials are available in the Document Library of each IR’s Back-Office.

7.2. IR-Produced Websites Prohibited. An IR may create their own websites or mobile applications to promote their FABERLIC business or FABERLIC’s products and services upon the written request. FABERLIC products may only be sold or promoted, and new FABERLIC IRs or Customers may be enrolled only, at: (i) the official FABERLIC website, (ii) FABERLIC-supplied replicated websites, and (iii) official FABERLIC mobile apps (if applicable). Prohibited online forums include, but are not limited to, IRs’ personal websites, online retailers (e.g., Amazon) online auctions (e.g., eBay), and classified listings (e.g., Craigslist).

7.3. Social Media. In addition to meeting all other requirements specified in these Rules of Conduct, should an IR utilize any form of social media in connection with his or her IB, including but not limited to blogs, Facebook, Twitter, Instagram, LinkedIn, YouTube, or Pinterest, the IR agrees to each of the following:

  • IRs 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.
  • IRs shall not make any social media postings, or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, 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 FABERLIC or any third party.
  • No product sales or enrollments may occur on or through any social media site, until confirmed by FABERLIC. To process sales or enrollments, a social media posting must link only to the IR’s FABERLIC replicated website, FABERLIC’s corporate website or an official FABERLIC corporate social media page.
  • It is each IR’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 an IR that is used to discuss or promote FABERLIC’s products or the FABERLIC opportunity may not 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 FABERLIC.
  • During the term of the IR Contract and for a period of 12 calendar months thereafter, an IR may not use any social media account on which they discuss or promote, or have discussed or promoted, the FABERLIC opportunity or FABERLIC’s products to directly or indirectly solicit anyone for another direct selling or network marketing program (collectively, “direct selling”). Violation of this provision shall constitute a violation of the nonsolicitation provision in Rule 6.2.
  • During the term of the IR Contract and for 12 calendar months after the cancellation of an IR’s business for any reason, an IR shall not take any action on any social media account or page on which they discuss or present, or have discussed or presented, FABERLIC’s products or the FABERLIC business that may reasonably be foreseen to draw an inquiry from FABERLIC’s IRs relating to the IR’s other direct selling business activities or products. Violation of this provision shall constitute a violation of the nonsolicitation provision in Rule 6.2.
  • If an IR creates a business page, team page, or group page on any social media site that promotes or relates to FABERLIC, its products, or opportunity, the page may not promote or advertise the products or opportunity of any network marketing business other than FABERLIC and its products. If the IR Contract is cancelled for any reason or if the IR becomes inactive, the IR must immediately deactivate the business page, team page, or group page or, at the former IR’s option, turn over administrative rights to the page to FABERLIC so that FABERLIC may deactivate the page.
  • IRs shall respect the privacy of other social media users. IRs shall not engage in abusive social media practices including but not limited to harvesting or trolling for connections, shaming, or bullying others.


8. MARKS AND COPYRIGHTED WORKS

FABERLIC’s Marks and Copyrighted Works are important and valuable business assets of FABERLIC. The Marks help identify the source and reputation of FABERLIC’s products and services worldwide and distinguish them from those of competitors. FABERLIC makes commercially reasonable efforts to protect the Marks from improper use, including through the Rules of Conduct, accreditation of Approved Providers, and a corporate identity program that requires the correct and consistent use of the Marks, both in appearance and substance.

8.1. Use of Marks and Copyrighted Works: An IR may Use FABERLIC’s Marks and Copyrighted Works only with FABERLIC’s prior written permission, which may be expressed through general publication (to all IRs) or through a specific writing to one or more IRs. Without limitation, FABERLIC may require conformity with specifications, may require that materials that Use FABERLIC’s Marks and/or Copyrighted Works be sourced from FABERLIC or an FABERLIC-approved supplier, and may otherwise condition Use of its Marks and Copyrighted Works. Any permission granted by FABERLIC shall constitute a limited, non-exclusive, non-transferable, and revocable license to Use such Marks and Copyrighted Works solely in connection with the FABERLIC business in the Region. Subject to conditions and specifications published or specifically provided in writing from time to time, the Marks and Copyrighted Works may be Used only on: (a) exterior and interior office signs; (b) all forms of vehicle signs; (c) telephone listings; (d) promotional literature; (e) stationary; (f) premiums; and (g) business cards. Other proposed Uses will be considered upon request. Without limitation, FABERLIC will not authorize an IR to use the Marks on imprinted checks. Under no circumstances may an IR use any of the Marks or Copyrighted Works in any email address, website domain name, social media handle, social media account name or address, or in any unapproved BSM or IR website.


9. COMPLYING WITH THE IR CONTRACT (REMEDIES FOR BREACH)

Complying with the IR Contract is essential for preserving a strong and viable business for IRs and FABERLIC. IRs and FABERLIC each have rights and responsibilities in case of a breach of the IR Contract.

9.1. Disciplinary Measures: Violation of the IR Contract, these Rules of Conduct, 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 an IR that, in the sole discretion of the FABERLIC may damage FABERLIC’s reputation or goodwill (such damaging act or omission need not be related to the IR’s IB), may result, at FABERLIC's discretion, in one or more of the following corrective measures:

  • Issuance of a written warning the IR and/or upline or downline IRs in the LOS;
  • Requiring the IR to take immediate corrective measures;
  • Withdrawing or denying an award, trip, pin recognition, or other incentive;
  • Requiring the IR to take remediation education;
  • FABERLIC may withhold from an IR all or part of the IR’s bonuses and commissions during the period that FABERLIC is investigating any conduct allegedly in violation of the IR Contract. If an IR’s IR Contract and IB is canceled for disciplinary reasons, the IR will not be entitled to recover any bonuses or commissions withheld during the investigation period;
  • Suspension of the individual’s IR Contract and IB for one or more pay periods (without pay);
  • Involuntary termination of the offender’s IR Contract;
  • Suspension and/or termination of the offending IR’s FABERLIC website or website or Back-Office access; or
  • Any other measure expressly allowed within any provision of the IR Contract or which FABERLIC deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the IR’s Rule violation or contractual breach.

In situations deemed appropriate by FABERLIC, FABERLIC may institute legal proceedings for monetary and/or equitable relief.

9.2. IR Rights and Responsibilities: If an IR believes that another IR has breached the IR Contract, the IR first should contact the IR in question in an effort to resolve the issue. If an IR believes that FABERLIC has breached the IR Contract, the IR first shall contact FABERLIC in an effort to resolve the issue. If discussion with either an IR or FABERLIC does not resolve the issue, the IR may file a written complaint with FABERLIC. The complaint should explain the issue in as much detail as possible and include all supporting documents. FABERLIC will investigate as appropriate and take enforcement or corrective action under the IR Contract, if necessary.

9.2.1. An IR who elects to challenge the validity of a Rule or other term of the IR Contract shall first contact FABERLIC in an effort to resolve the issue. If the IR is not satisfied with FABERLIC’s response, the dispute shall be resolved in Arbitration under Rule 11.

9.3. Duty to Cooperate: All IRs are required to respond to inquiries and otherwise cooperate in a timely fashion with any investigation conducted by FABERLIC. Failure to respond to inquiries or to otherwise cooperate in a timely fashion is a breach of the IR Contract and may result in FABERLIC taking action against the IR.

9.4. Non-Waiver. The failure of FABERLIC or any IR to enforce any breach of any provision of the IR Contract shall not constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision of the IR Contract. Any waiver by either party of any breach of the IR Contract 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.


10. MODIFICATION OF THE IR CONTRACT

FABERLIC may modify the IR Contract in accordance with the following procedures.

10.1. FABERLIC will notify IRs of the proposed changes subject to Rule 10.1 by making them available to review by logging on to www.FABERLIC.com and solicit comments from IRs concerning the proposed changes. FABERLIC will consider any comments submitted during the 30 days following such notice.

10.2. If following such notice and comment period no changes are made to the proposed changes, the proposed changes to the IR Contract shall become effective 30 days after they were first published as set forth in Rule 10.1. Changes shall not apply retroactively to conduct that occurred prior to the effective date of the change.

10.3. If following such notice and comment period additional changes are made to the proposed changes as published, the revised changes will again be published at www.FABERLIC.com and shall become effective 30 days after such publication of the revised changes. Changes shall not apply retroactively to conduct that occurred prior to the effective date of the change.

10.4. Prior to the effective date of any proposed Rule change, any IR who is unwilling to accept a Rule change can, if he or she wishes, provide notice of his/her intent to resign from the FABERLIC business on the effective date of the Rule change. Unless the proposed Rule change is withdrawn, the IR’s resignation will become effective. The resigning IR may sell his or her IB in accordance with Rule 6.4. In addition, the resigning IR can return any unused, marketable products pursuant to Rule 4.11.


11. DISPUTE RESOLUTION

11.1. Dispute Resolution: Informal Negotiation, Non-Binding Mediation, and Binding Confidential Arbitration. If a dispute between an IR and FABERLIC arises from or relates to the IR Contract, the IR’s IB and/or FABERLIC, the rights and obligations of either party, or the opportunity offered by FABERLIC, the dispute shall, except as otherwise specifically provided herein, be resolved according to the three-step procedure of (a) informal negotiation; (b) non-binding mediation; and (c) confidential binding arbitration. EXCEPT AS SPECIFICALLY SET FORTH BELOW, THE PARTIES AGREE TO RESOLVE THE DISPUTE THROUGH BINDING ARBITRATION AND WAIVE CLAIMS TO A TRIAL BEFORE ANY COURT OR JURY. The following shall apply to all proceedings under this dispute resolution provision:

  • Any claim a party has against the other must be brought within one year from the date on which the act or omission giving rise to the claim occurred. In cases in which informal negotiation is required, once informal negotiation is requested in writing the one-year limitation of actions provisions in this provision shall be tolled until the completion of the mediation phase of this provision and for ten calendar days thereafter.
  • At no time prior to the negotiation and mediation procedures below are completed shall either party initiate arbitration or litigation related to this IR Contract or the business except as may be specified otherwise in this dispute resolution provision.
  • All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation and/or mediation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation and/or mediation.
  • Informal negotiations and mediation shall occur in Phoenix, Arizona unless the parties mutually agree on another forum. Informal negotiations shall take place telephonically or by video conference if either party requests such.
  • Each party shall be responsible for its own attorney’s fees, expert, professional and witness fees incurred in pursuing any claim, regardless of the forum.
  • If an IR has exercised his/her right to opt-out of arbitration, the litigation shall be brought before the federal or state courts residing in Maricopa County, Arizona.
  • If arbitration is filed all arbitration proceedings shall be filed and held in Phoenix, Arizona.
  • A dispute relating to whether the dispute between FABERLIC and an IR is subject to arbitration shall be decided through arbitration.

11.1.1. Step 1 - Informal Negotiation. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this IR Contract or FABERLIC’s business promptly by negotiation between the aggrieved IR(s) and executives of FABERLIC who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this IR Contract. A party may, at its election, choose to be accompanied in such negotiation by an attorney. If one party elects to have its attorney present, the other party must also agree to have its attorney present if that party has retained counsel.

To institute the negotiation process, either party may give the other party written notice of any dispute not resolved in the normal course of business. Within 10 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive and attorney who will accompany that party (if applicable), or the name of the IR and his/her attorney (if applicable) who will accompany him/her in the negotiation. Within 20 days after delivery of the notice, the parties and the attorneys (as applicable) of both parties shall meet at a mutually acceptable time and place. Such meeting may occur telephonically or by video conference if one party requests that the meeting be held telephonically or by video conference.

Unless otherwise agreed in writing by the negotiating parties, mediation may be commenced one business day following the close of the negotiation phase described above. The negotiation phase is “closed” when one party notifies the other in writing that it considers the negotiation “closed.” Such closure shall not preclude continuing or later negotiations if desired by both parties.

11.1.2. Step 2 – Mediation. If the parties are unsuccessful in resolving their dispute through good faith negotiation, they shall seek to resolve the dispute through mediation. If a party elects to pursue mediation, the party shall submit a written request for mediation to the other party within 10 calendar days after the negotiation phase is completed. The parties shall have 10 calendar days following such request to select a mutually acceptable mediator. If the parties cannot agree on a mutually acceptable mediator, they shall apply to JAMS to have a neutral mediator appointed.

Mediation shall be conducted within 20 calendar days from the date on which the mediator is selected or appointed or as otherwise agreed upon by the parties and the mediator.

Unless otherwise agreed upon by the parties, the mediation shall be closed no later than 30 calendar days following the completion of the meeting between the mediator and the parties.

11.1.3. Step 3 – Binding Confidential Arbitration. If the parties do not successfully resolve their dispute through the negotiation and mediation procedures above, the dispute shall be resolved through binding confidential arbitration in accordance with the terms of this Rule 11.

The arbitration shall be filed with and administered by JAMS in accordance with its Comprehensive Rules and Procedures, which are available on JAMS’ website at http://www.jamsadr.com/rulesclauses/xpqGC.aspx?xpST=RulesClauses. Copies of JAMS Rules and Procedures will also be emailed to IRs upon request to the FABERLIC Business Conduct and Rules Department  Этот e-mail адрес защищен от спам-ботов, для его просмотра у Вас должен быть включен Javascript ). Notwithstanding the rules of JAMS, unless otherwise stipulated by the Parties, the following shall apply to all Arbitration actions:

  • The Federal Rules of Evidence shall apply in all cases.
  • The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure.
  • The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure.
  • The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed and shall last no more than five business days.
  • The Parties shall be allotted equal time to present their respective cases.
  • An Arbitrator's Award will consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based.
  • Any dispute relating to whether the dispute is subject to arbitration shall be decided through arbitration.

11.1.4. Arbitration Opt-Out. An IR who does not wish to be subject to this Arbitration provision may opt-out by notifying FABERLIC in writing of his/her desire to opt-out of this Arbitration provision within 30 days of the IR’s execution of the IR Contract. The opt-out notice shall be sent via email to  Этот e-mail адрес защищен от спам-ботов, для его просмотра у Вас должен быть включен Javascript .

If an IR opts-out of arbitration, jurisdiction and venue for the dispute shall be in Maricopa County, State of Arizona, and the dispute shall be governed by the laws of the State of Arizona, without regard to principles of conflicts of laws.

11.1.5. Actions Not Subject to Arbitration. Once the Parties have exhausted efforts to resolve their dispute through the informal negotiation and mediation procedures listed above, any remaining disputes and claims that arise from, or relate to, the IR Contract between IR and FABERLIC, the FABERLIC business, and/or the relationship between FABERLIC and IR, shall be arbitrated pursuant to the arbitration provision in this Rule 11. Notwithstanding the foregoing, the following claims may be, but need not be, resolved through confidential binding arbitration:

  • Claims by IRs who have properly opted out of the arbitration provision.
  • Claims that are within the jurisdictional limit of the small claims court in jurisdiction in which the IR resides.
  • Claims seeking only Public Equitable Relief that is authorized by state or federal statue and such relief is not available through arbitration.

11.1.6. Confidentiality. Disputes shall remain confidential between FABERLIC and the IR in question. With the exception of discussing the claims with bona fide witnesses to the dispute and the party’s legal counsel, neither party nor its agents shall verbally or in writing discuss, publish, or otherwise disseminate any information relating to the dispute. This includes, but is not limited to, discussing claims, allegations, merits, evidence, positions, pleadings, testimony, rulings, awards, orders, issues, or any other aspect of the dispute with or to any third party. A prohibited disclosure can be via any medium including, but not limited to, verbal disclosure, disclosure via the internet, social media, or blog platform. Prohibited disclosures include those made prior to, during, or after any phase of the dispute resolution process. The only exceptions to this confidentiality provision are contained in this dispute resolution policy. Notwithstanding this confidentiality obligation, it shall not be a violation of this confidentiality provision if FABERLIC discloses the final resolution of the dispute and/or any disciplinary measures taken by FABERLIC to the Sponsor and upline of the IR with whom it had the dispute.

11.1.7. Liquidated Damages for Breach of the Confidentiality Obligation. If a Party violates its confidentiality obligations under this arbitration provision, the nonbreaching party shall incur significant damages to its reputation and goodwill that shall not be readily calculable. Therefore, if a Party, its attorneys, agents, or a proxy of a party breaches the confidentiality provision of this dispute resolution provision, the following shall apply:

  • The non-breaching party shall be entitled to liquidated damages in the amount of $10,000.00 per violation, or $50,000 per violation if the disclosure is published on the internet, including but not limited to disclosure on any website or on any social media forum. Every disclosure of each claim, allegation, pleading, or other prohibited disclosure shall constitute a separate violation. Notwithstanding this confidentiality and liquidated damage provision, nothing herein shall limit the right or ability of a Party to disclose evidence, claims or allegations relating to the dispute to any individual who is, or who may be, a bona fide witness to the dispute. The Parties agree that this liquidated damage amount is reasonable and waive all claims and defenses that it constitutes a penalty; AND
  • Breach of the confidentiality provision by disseminating or publishing information described above through any form of mass media (including but not limited to posting on the Internet or on any social media platform) by a party, a party’s agent, or a party’s proxy shall constitute an act of wanton and gross bad faith, and shall constitute a waiver of the beaching party’s right to pursue the claim(s) and/or defense(s) against the non-breaching party, and shall entitle the non-breaching party to a default judgment against the breaching party.

11.1.8. Emergency Relief. Notwithstanding the foregoing, nothing in the IR Contract shall prevent either party from applying to and obtaining from any court to which the parties have consented to jurisdiction as set forth in the IR Contract a temporary restraining order, preliminary or permanent injunction, or other equitable relief to safeguard and protect its intellectual property rights, trade secrets, and/or confidential information. The parties agree that any violation of the non-solicitation or confidentiality provisions of these Rules of Conduct (Rules 6.1 and 6.2) shall entitle FABERLIC to emergency and permanent equitable relief because: (a) there shall be no adequate remedy at law; (b) FABERLIC shall suffer immediate and irreparable harm should such policies be breached; and (c) if emergency and permanent equitable relief is not granted, the injury to FABERLIC shall outweigh the potential harm to IR if emergency and/or permanent equitable relief is granted.

11.1.9. Disputes Not Subject to the Informal Negotiation and/or Mediation Steps. A party need not go through the informal negotiation or mediation steps described above in the following situations:

  • Action to Enforce Arbitration Award or Order. Either party may bring an action to enforce an arbitration award or order in a court properly vested with jurisdiction including, but not limited to, an order for emergency relief.
  • Petitions for Emergency Relief. If a party deems it necessary to seek emergency relief to protect its interests, it may seek emergency relief as set forth in this dispute resolution provision without engaging in the negotiation or mediation process set forth above. Notwithstanding the foregoing, the parties are encouraged, but not required, to engage in negotiation and or mediation concurrently with any pending request for emergency relief.
  • Public Equitable Relief. If public equitable relief is authorized by federal or state statute, an action may be brought before a court properly vested with jurisdiction over the parties so long as: (a) the relief sought is limited to public equitable relief that is authorized by federal or state statute; and (b) the public equitable relief is unavailable through arbitration proceedings.
  • Disciplinary Measures. FABERLIC shall not be required to engage in the three-step dispute resolution process prior to imposing disciplinary measures pursuant to Rule 9.1 for violation of the IR Contract.

11.1.10. Remedies. Remedies available to you under U.S. federal laws, and the state and local laws of your state, shall remain available to you in any arbitration proceeding.

11.2. Class Action Waiver. All disputes, whether pursued through arbitration or before the courts, that arise from or relate to the IR Contract, that arise from or relate to the FABERLIC business, or that arise from or relate to the relationship between the parties, shall be brought and proceed on an individual basis. The parties waive their rights to pursue any action against the other party and/or their respective owners, officers, directors, and agents, on a class or consolidated basis. You may opt out of this class action waiver if you wish by submitting written notice to FABERLIC of your desire to opt out within 30 days from the date on which you enroll as an IR. Submit your written opt-out notice to  Этот e-mail адрес защищен от спам-ботов, для его просмотра у Вас должен быть включен Javascript

11.3. Governing Law. The Federal Arbitration Act shall govern all matters relating to arbitration. Except as is otherwise specifically referenced in the IR Contract, the law of the State of Arizona without regard to principles of conflicts of laws, shall govern all other matters relating to or arising from the IR Contract, the IR’s IB, the relationship between the parties, or any other claim between the Parties. Notwithstanding the foregoing, if a dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court resides shall apply.

11.4. Damages for Wrongful Termination. In any case which arises from or relates to the wrongful termination of an IR’s IR Contract and/or IB, the parties agree that damages will be extremely difficult to ascertain. Therefore, the parties stipulate that if the involuntary termination of an IR’s IR Contract and/or IB is proven and held to be wrongful under any theory of law, IR’s sole remedy shall be liquidated damages calculated as follows:

  • For IRs earning up to $10,000.00 in the 12 calendar months prior to termination, liquidated damages shall be in the amount of IR’s gross compensation that he or she earned pursuant to the Compensation Plan in the twelve (12) months immediately preceding the termination.
  • For IRs earning between $10,000.01 and $20,000.00 during the 12 calendar months prior to termination, liquidated damages shall be in the amount of IR’s gross compensation that he or she earned pursuant to the Compensation Plan in the twenty-four (24) months immediately preceding the termination.
  • For IRs earning more than $20,000.00 in the 12 calendar months prior to termination, liquidated damages shall be in the amount of IR’s gross compensation that he or she earned pursuant to the Compensation Plan in the thirty-six (36) months immediately preceding the termination.

11.5. Damage Waiver. In any action arising from or relating to the IR Contract, the parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The parties further waive all claims to exemplary and punitive damages. Nothing in this provision or this IR Contract shall restrict or limit a party’s right to recover liquidated damages as set forth in the IR Contract.

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

11.7. Louisiana Residents. The dispute resolution provisions in the IR Contract shall apply to Louisiana residents with the exception that any litigation or arbitration between FABERLIC and a Louisiana resident IR may be brought in the IR’s home forum and pursuant to Louisiana law.


12. CANCELLATION OR TERMINATION OF THE IR CONTRACT

12.1. Voluntary Cancellation: An IR has a right to cancel the IR Contract at any time, regardless of reason. Cancellation must be submitted in writing to FABERLIC at its principal business address or by cancelling via the IR’s Back-Office. The written notice must include the IR’s signature, printed name, address, and IR I.D. Number.

12.2. Cancellation for Inactivity. If an IR fails to earn a commission for six consecutive months, his or her IR Contract and IB will be cancelled for inactivity.

12.3. Suspension or Cancellation for Non-Payment. An IR’s failure to pay any required annual renewal fee or other required fees when due may result, at FABERLIC’s discretion, in the suspension or termination of the IR Contract. In the event any such fees remain unpaid for 60 days, the IR Contract and the IR’s IB shall be automatically terminated.

12.4. Involuntary Cancellation/Termination. Pursuant to Rule 9.1, violation of any term of the IR Contract, any illegal, fraudulent, deceptive, or unethical business conduct, or any act or omission by an IR that FABERLIC reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of the IR Contract, and/or any of the disciplinary measures set forth in Rule 9.1. In situations deemed appropriate by FABERLIC, FABERLIC may institute legal proceedings for monetary and/or equitable relief.

12.5. Effect of Cancellation or Termination. So long as an IR remains active and complies with the terms of the IR Contract, FABERLIC shall pay commissions and bonuses to such IR in accordance with the Compensation Plan. An IR’s bonuses and commissions constitute the entire consideration for the IR's efforts in generating sales and all activities related to generating sales (including building an LOS.

An IR whose business is cancelled or terminated for any reason will lose all IR rights, benefits, and privileges. This includes the right to represent yourself as a FABERLIC Independent Representative, to sell FABERLIC products and services and the right to receive commissions, bonuses, or other income resulting from your sales and the sales and other activities of your former LOS. There is no whole or partial refund for tangible sales kits that are not currently marketable, Back-Office, replicated website or renewal fees if an IR’s business is cancelled.

An IR whose IR Contract 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).

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