Truestar Health

Truestar Health®, Inc.

POLICIES & PROCEDURES

  1. Policies and Compensation Plan Incorporated into Wellness Consultant (“WC”) Agreement; Amendments. These Policies and Procedures, in their present form and as amended at the sole discretion of Truestar Health, Inc. (hereafter “THI” or the “Company”), are incorporated into the THI WC Agreement. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the THI WC Application and Agreement, the Policies and Procedures, the THI Compensation Plan, and the THI Business Entity Addendum (the Business Entity Addendum is only applicable to WCs who enroll as a business entity).  The Company reserves the right to amend the Agreement at its discretion.  Amendments shall be effective 30 days after notice and publication of the amended provisions in the WC’s Back Office and posting the Amended Policies on the Company’s website / in the WC’s Back-Office, but amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment.
  2. Policies and Provisions Severable. If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect.  The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible.
  3. Term and Renewal of Your THI Business.  There is an initial $20.00 to become a THI WC. This amount reflects the cost to Company of providing the following to a WC: a personalized Truestar website, a virtual back office to track commissions and team building and ongoing sales and business training from leading professionals.Your THI business shall remain in effect so long as you remain in compliance with the terms of the Agreement and meet the requirements of the THI Compensation Plan, or until you voluntarily cancel your THI Agreement.
  4. Compliance With the Law.  WCs must not engage in any act or omission that constitutes a violation of the law.
  5. General Conduct.  WCs shall safeguard and promote the good reputation of THI and its products, and must avoid all deceptive, misleading, unethical or immoral conduct or practices, and must exhibit high moral character in their personal and professional conduct.  WCs shall not engage in any conduct that may damage the Company’s goodwill or reputation.  While it is impossible to specify all misconduct that would be contrary to this policy, and the following list is not a limitation on the standards of conduct to which WCs must adhere pursuant to this policy, the following standards specifically apply to WCs’ activities:
    • WCs must conspicuously identify themselves as an independent THI WC in all advertising, telephone directory listings, promotional material, social media postings, websites, and other forums in which they promote THI’s products, and services and the THI business.  WCs 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 posting on any social media site that they own, operate, own or control.
    • Deceptive conduct is always prohibited.  WCs must ensure that their statements are truthful, fair, accurate, and are not misleading in any fashion;
    • WCs may not make any social media postings, or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party.
    • If a WC’s THI business is cancelled for any reason, the WC must discontinue using the THI name, and all other THI intellectual property, and all derivatives of such intellectual property, in postings on all Social Media, websites, or other promotional material.
    • WCs may not represent or imply that any state or federal government official, agency, or body has approved or endorses THI, its program, or products.
  6. WC Created Marketing Methods, Advertising, and Promotional Material (Sales Tools).  Subject to the requirements set forth in these Policies, WCs may create their own sales aids, presentations, advertising and promotional materials, and marketing methods (collectively “Sales Tools”).  To ensure that the Sales Tools are of professional quality, are not deceptive and contain only substantiated claims, all WC created Sales Tools must be submitted to the Company and receive the Company’s written approval before they can be used or made public.  WCs who receive written authorization from THI to produce and publish Sales Tools may make approved Sales Tools available to other WCs free of charge if they wish, but may not sell the Sales Tools to other THI WCs (any sale or attempt to sell Sales Tools to another WC will result in the termination of the offending WC’s THI business).  THI reserves the right to rescind approval for any approved Sales Tools, and WCs waive all claims against THI, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission. Approved Sales Tools will be posted in the Marketing Library section of WCs’ Back Offices, and will be available for all WCs’ use.  The WC(s) who created the Sales Tools grants THI and its WCs an irrevocable license to use the Sales Tools at their discretion, and waives all copyright claims and/or claims for remuneration against THI, its officers, directors, owners, agents, and other WCs for such posting and/or use of the Sales Tools.
  7. Trademarks and Copyrights.  The name “Truestar Health” and other names as may be used by the Company are proprietary trade names, trademarks and service marks of Truestar Health, Inc.  THI will not allow the use of its trade names, trademarks, designs, or symbols, or any derivatives of such marks, by any person, including THI WCs, in any unauthorized manner without its prior written permission. This includes, but is not limited to use in any email address, website domain name, or social media name or address, or unapproved Sales Tools.
  8. WC Web Sites.  WCs may create their one website to promote their THI business or THI’s products, services, and their respective businesses (“external websites”).  However, official THI supplied replicated websites are the only online forum through which THI products may be sold and new THI WC enrollments may be transacted (prohibited online sales and enrollment forums include, but are not limited to, WC’s external websites, online auctions and classified listings).  External websites must comply with the following:
    • External websites may not take and/or process product or service orders, sales or enrollments.  The external site must be directed to the WC’s replicated website to process sales and/or enrollments;
    • The external website must be directed to the WC’s replicated website to process sales and/or enrollments;
    • All external websites must clearly and conspicuously identify the WC who is operating the external website, and must clearly and conspicuously disclose that he/she is a THI WC, and that the site is not THI’s corporate website.  Websites that do not identify the promoter of the site and/or that he/she is promoting THI’s products or the THI opportunity (so called “blind” websites), are not permitted;
    • Upon cancellation of a WC’s THI independent Agreement for any reason, the former WC must immediately remove the external site from the internet;
    • The external website must exclusively promote THI’s products and THI’s opportunity.
    • Prior to going live with an external website, the WC must submit a beta site to the Company for review and receive the Company’s written authorization to use the website.  Following approval, any amendments to the Site must also be submitted to the Company and receive written approval before going live.
    THI reserves the right to rescind approval for any approved external web sites, and WCs waive all claims against THI, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission.
  9. Retail Outlets and Service Establishments.  THI strongly encourages the retailing and selling of its products through person-to-person contact. In an effort to reinforce this method of selling and to help provide a standard of fairness for all WCs, WCs may not display or sell THI products or literature, or in any other way promote the THI opportunity or products in any retail chain, wholesale, warehouse, or discount establishment without prior written approval from THI. Notwithstanding the foregoing, WCs may display and sell THI products at professional offices, health clubs, and service establishments that operate on an appointment basis, and in single location retail establishments owned by a THI WC.
  10. Service Related Establishments. WCs may promote and sell THI products in service-related establishments. A service-related establishment is one whose primary revenue is earned by providing personal service rather than by selling products.  Such establishments include offices of doctors, dentists and other health professionals; health clubs or fitness centers; beauty salons; and any other business where customer use of the establishment is controlled by membership or appointment.  THI reserves the right to make the final determination as to whether an establishment is service-related or is a proper place for the sale of its products.
  11. Change of Sponsor. The only means by which a WC may legitimately change his/her sponsor is by voluntarily canceling his/her THI business in writing and remaining inactive for six (6) full calendar months.  Following the six calendar month period of inactivity, the former WC may reapply under a new sponsor. The WC will lose all rights to his/her former downline organization upon his/her cancellation.
  12. Waiver of Claims. In cases wherein a WC improperly changes his/her sponsor, THI reserves the sole and exclusive right to determine the final disposition of the downline organization that was developed by the WC in his/her second line of sponsorship.  WCS WAIVE ANY AND ALL CLAIMS AGAINST THI, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM THI’s DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW A WC WHO HAS IMPROPERLY CHANGED HIS/HER SPONSOR.
  13. Income Claims. When presenting or discussing the THI opportunity or Compensation Plan to a prospective WC, WCs may not make income projections, income claims, income testimonials, or disclose their THI income (including, but not limited to, the showing of cheques, copies of cheques, bank statements, or tax records), or the income of any other THI WC.  Nor may WCs make “lifestyle” income claims.  A “lifestyle” income claim is a statement or depiction that infers or states that the WC is able to enjoy a luxurious or successful lifestyle due to the income they earn from their THI business.  Examples of prohibited lifestyle claims include, but are not limited to, representations (either through audio or visual medium) that a WC was able to quit his/her job, acquire expensive or luxury material possessions, or travel to exotic or expensive destinations. The financial success of a WC depends entirely upon that person’s individual effort, dedication, and the training and supervision he/she provides to his or her downline. Hypothetical income examples that are used to explain the operation of the compensation plan, and which are based solely upon mathematical projections, may be made to prospective WCs, so long as the WC who uses such hypothetical examples makes clear to the prospective WC that such earnings are hypothetical, as well as providing to each participant a copy of the current WC Income Summary Statement, which outlines what a “typical participant” in the Compensation Plan is likely to make. The WC Income Summary Statement will change from time to time to reflect updates in compensation figures. Currently, it reads as follows:

    "There are no guarantees regarding income. Our estimate of what the typical participant is likely to earn, per year, is approximately CDN$1000.00. A participant, for the purposes of this estimate, includes all participants who make a sale of Truestar Health products within the one year period. This estimate is subject to change after the first six months’ of our operation in Canada and will be updated annually thereafter. This “typical’ figure is representative of the smallest range of compensation expected to be earned by over 50% of all participants in the plan."
  14. Product Claims and Testimonials.  WCs may not make any express or implied claim, representation, or testimonial that THI’s products may be used to prevent, cure, treat, mitigate, or diagnose any disease, illness, allergy, or injury.
  15. Weight Loss Testimonials.  If a WC makes a weight loss testimonial in connection with THI’s products, the WC must adhere to each of the following:
    • The WC making the testimonial must clearly and conspicuously disclose that he/she is a THI WC;
    • The testimonial must be true and accurate, and must disclose all additional material information that impacted his/her weight loss (e.g., changes in lifestyle or exercise habits, use of diet pills, etc.);
    • The testimonial must clearly and conspicuously disclose the generally expected results for those who go on the THI program.  The generally expected results are posted on the THI website at wealth.truestar.com.
    • No testimonial may be made relating to use of the Company’s products and their impact on the any weight illness suffered by the individual making the testimonial, including but not limited to diabetes claims and cholesterol reduction claims.
  16. Media Inquiries.  WCs must not interact with the media regarding the THI business or products.  All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to THI’s marketing department.
  17. Participation in Other Network Marketing Programs. THI WCs are free to participate in other network marketing programs. However, during the term of this Agreement and for one year thereafter, with the exception of a WC’s personally sponsored downline WCs, a WC may not directly or indirectly Recruit other THI WCs 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 THI WC to enroll or participate in another network marketing opportunity.
  18. Confidential Information. “Confidential Information” includes, but is not limited to, information about WCs and Customers that is contained in or derived from any WCs’ respective Back Office and/or any reports issued by THI to WCs to assist them in operating and managing their THI business. This Confidential Information constitutes proprietary business trade secrets belonging exclusively to THI and is provided to WCs in strict confidence.  Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than WC’s use in building and managing his/her Independent THI business.
  19. Product Inventory & Bonus Buying.  The Company’s program is built upon retail sales to the ultimate consumer.  The Company also recognizes that WCs may wish to purchase products or services in reasonable amounts for their own personal or family use. Bonus buying is strictly prohibited. Bonus buying includes the purchase of merchandise for any reason other than bona fide resale (or for personal use in reasonable amounts), 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.  WCs must not purchase any excessive inventory nor encourage others to do so.  WCs must not represent that there is any obligation to purchase products, literature or other sales aids, nor shall they represent that overrides, bonuses, commissions or other earnings may be obtained solely from the purchase of products rather than the sale of products.
  20. Limitations on WC and Household Businesses.  WCs may own, operate, control, or have an interest in, only one THI business, and there may be only one THI business in a household.  A “household” is defined as spouses or couples, and dependent children of one or both spouses or couples, living in the same home of the spouses or member of the couple, as well as dependent children of either spouse or member of the couple, while attending school away from home.  There may be no more than two THI businesses per household.  A “household” includes spouses or couples and dependent family members residing in the same home as well as dependent student family members living away from the home while in school.  If there are two THI businesses in the household, the first business to enroll is designated the “Senior Business,” and the second business to enroll is designated the “Junior Business,” and the following rules apply:
    • The Junior Business must be sponsored by the Senior Business, and must be on the first downline level (the front line) of the Senior Business
    • The owners of the Senior and Junior Businesses must each be at least 18 years of age; and
    • The Senior and Junior Businesses must be operated independently of one another; but rather, the owner of one business must not be the person operating both businesses.
  21. Tampering With Product Packaging.  THI products must be sold in their original packaging; WCs shall not alter the original packaging or labeling.
  22. Negative Comments. Complaints and concerns about THI and/or its products should be directed to the Customer Service Department.  WCs must not disparage, demean, or make negative remarks to third parties or other WCs about THI, its owners, officers, directors, management, other THI WCs, THI’s products, the Marketing and Compensation plan, or THI’s directors, officers, or employees. Disputes or disagreements between any WC and THI shall be resolved through the dispute resolution process, and the Company and WCs agree specifically not to demean, discredit, or criticize one another on the internet or any other public forum.
  23. Sales Receipts. When making a sale to an end customer, WCs must provide him/her with an official Company retail receipt at or prior to the time of the initial sale and every sale thereafter. These sales receipts set forth (i) the consumer protection rights afforded by applicable Provincial and Territorial law for direct sales, including the right to cancel (without any reason) the sale contract up to 10 days after the end customer receives a copy of the contract, and (ii) the Company’s 30 day return policy. WCs must duplicate the applicable form (based on the Province or Territory of residence of the customer) and provide one to the retail customer and retain a copy for their records. WCs must maintain all retail sales receipts for a period of two years and furnish them to THI at the Company’s request.  Sales receipts can be downloaded in PDF format from www._________________ /forms.  Retail customers who purchase from a WC’s Back Office need not be provided with a sales receipt as the receipt will automatically be sent by the Company via email/in a pop up window at the time the order is placed.
  24. Commission Payments.  A WC’s commissions shall not be accrued by the Company until the WC has accrued a minimum of $20.00.  Notwithstanding the forgoing, accrued funds will be paid to WCs at year-end regardless of the amount that has been accrued.
  25. Adjustment to Bonuses and Commissions. When a product is returned to THI for a refund or is repurchased by the Company, the bonuses and commissions attributable to the returned or repurchased product(s) will be deducted, in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered, from the upline WCs who received bonuses and commissions on the sales of the refunded products.
  26. Return of Inventory and Sales Aids by WCs Upon Cancellation.  WCs may return all products and sales aids on hand, that were purchased within the previous 30 day period (without triggering automatic termination of the relationship with the Company), provided they are in good, resaleable condition. Company will repurchase such products and sales aids at 90% of the original purchase price less any shipping and handling, bonuses or other commissions paid to the WC in connection with the sale of such products.  The Company will continue to allow WCs to return product inventory or sales aids following voluntary and involuntary termination of the business relationship with the Company (or non-renewal of the relationship).  Again, such returns must be in good, resaleable condition and will be repurchased at 90% of the WC’s original purchase price. If the purchases were made through a credit card, the refund will be credited back to the same account. Goods are “resalable” if each of the following elements is satisfied: 1) they are unopened and unused; 2) packaging and labeling has not been altered or damaged; 3) they are in a condition such that it is a commercially reasonable practice within the trade to sell the goods at full price; 4) the goods are returned to THI within 30 days from the date of purchase. Any merchandise that is clearly identified at the time of sale as non-returnable, closeout, discontinued, or as a seasonal item, is not resalable.
  27. Disciplinary Sanctions. Violation of the Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a WC that the Company reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of the WC’s THI business, and any other disciplinary measure that THI deems appropriate to address the misconduct.  In situations deemed appropriate by THI, the Company may institute legal proceedings for monetary and/or equitable relief.
  28. Effect of Cancellation. A WC whose business is cancelled for any reason will lose all WC rights, benefits and privileges.  This includes the right to hold ones self out as a THI WC, to sell THI products and services and the right to receive commissions, bonuses, or other income resulting from the sales and other activities of the WC’s former downline sales organization.  There is no whole or partial refund for WC Kit fees or renewal fees if a WC’s business is cancelled.
  29. Voluntary Cancellation.  A participant in this network marketing plan has a right to cancel at any time, regardless of reason.  Cancellation must be submitted in writing to the Company at its principal business address or by cancelling his/her business through the Back Office. The written notice must include the WC’s signature, printed name, address, and WC I.D. Number.  A WC may also voluntarily cancel his/her THI business by failing to renew the Agreement on its anniversary date.
  30. Business Transfers.  WCs in good standing who wish to sell or transfer their business must receive THI’s prior written approval before the business may be transferred.  Requests to transfer a business must be submitted in writing to the Compliance Department at www.truestarhealth.com/compliance.  It is within THI’s discretion whether to allow a business sale or transfer, but such authorization shall not be unreasonably withheld.  However, no business that is on disciplinary probation, suspension, or under disciplinary investigation may be transferred unless and until the disciplinary matter is resolved.  Prior to transferring a business to a third party, the WC must offer THI the right of first refusal to purchase the business on the same terms as negotiated with a third party.  The Company shall have ten days to exercise its right of first refusal.
  31. Transfer Upon a WC’s Death. A WC may devise his/her business to his/her heirs.  Because THI cannot divide commissions among multiple beneficiaries or transferees, the beneficiaries or transferees must form a business entity (corporation, partnership, etc.), and THI will transfer the business and issue commissions to the business entity.  In the case of a business transfer via testamentary instrument, the beneficiary of the business must provide THI with certified letters testamentary and written instructions of the trustee of the estate, or an order of the court, that provides direction on the proper disposition of the business.  The beneficiary must also execute and submit to the Company a THI WC Application and Agreement within 30 days from the date on which the business is transferred by the estate to the beneficiary or the business will be cancelled.
  32. Business Distribution Upon Divorce.  THI is not able to divide commissions among multiple parties, nor is it able to divide a downline organization.  Consequently, in divorce cases, any settlement or divorce decree must award the business in its entirety to one party.  THI will recognize as the owner of the business the former spouse to who is awarded the business pursuant to a legally binding settlement agreement or decree of the court.  The former spouse who receives the THI business must also execute and submit a THI WC Application and Agreement within 30 days from the date on which the divorce becomes final or the business will be cancelled. The terms of this paragraph shall apply equally to common law couples involved in a separation or settlement.
  33. Dissolution of a Business Entity. THI is not able to divide commissions among multiple parties, nor is it able to divide a downline organization.  Consequently, in the event that a business entity that operates a THI business dissolves, the owners of the business entity must instruct the Company on the identity of the proper party who is to receive the business.  The THI business must be awarded to a single individual or entity that was previously recognized by the Company as an owner of the business entity; the Company cannot divide the business among multiple parties or issue separate commission payments.  If the business entity wishes to sell the THI business, it must do so pursuant to Policy 31.  In addition, the recipient of the THI business must also execute and submit a THI WC Application and Agreement to the Company within 30 days from the date of the dissolution of the business entity or the THI business will be cancelled.
  34. International Activities.  WCs may not sell THI products in any international market, or conduct business activities of any nature, in any foreign country that the Company has not announced is officially open for business.
  35. Dispute Resolution.  All disputes, disagreements, controversies, questions or claims arising out of or relating to this Agreement, including, without limitation, with respect to its formation, execution, validity, application, interpretation, performance, breach, termination or enforcement (“Disputes”), shall be determined by a sole Arbitrator (the “Arbitrator”) under the Arbitration Act, 1991 (Ontario) (the “Act”). The resolution of Disputes pursuant to this section shall be final and binding upon the Parties, and there shall be no appeal therefrom, including, without limitation, any appeal to a court on a question of law, a question of fact or a question of mixed fact and law.  In addition:
    1. section 7(2) of the Act will not apply to the arbitration;
    2. the Arbitrator shall be as agreed to by the Parties to the Dispute.  If the Parties cannot agree within a reasonable period of time, the Arbitrator will be appointed by a judge of the Superior Court of Justice of Ontario on the application of any Party on notice to all the other Parties.  No individual shall be appointed as Arbitrator unless he or she agrees in writing to be bound by the provisions of this paragraph;
    3. the arbitration shall take place in the City of Toronto unless otherwise agreed in writing by the Parties;
    4. subject to the Act, the Arbitrator may conduct the arbitration in the manner the Arbitrator consider appropriate;
    5. the language to be used in the arbitration shall be English;
    6. the Parties desire that any Dispute should be conducted in strict confidence and that there shall be no disclosure to any person of the existence of the Dispute or any aspect of the Dispute except as is necessary for the resolution of the Dispute; and
    7. the Arbitrator shall have the right to determine all questions of law and jurisdiction, including questions as to whether a Claim is arbitrable, and shall have the right to grant legal and equitable relief including injunctive relief and the right to grant permanent and interim injunctive relief, and final and interim damages awards.  The Arbitrator shall also have the discretion to award costs, including reasonable legal fees and expenses, reasonable expert’s fees and expenses, reasonable witnesses’ fees and expenses pre-award and post-award interest and costs of the arbitration.
    Notwithstanding the foregoing, nothing in the Agreement 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 Agreement a temporary restraining order, preliminary or permanent injunction, or other equitable relief to safeguard and protect its trade secrets and intellectual property rights and/or confidential information including but not limited to enforcement of its rights under the non-solicitation provision of the Agreement.
  36. Governing Law and Jurisdiction.    This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario and the Courts of such Province shall have exclusive jurisdiction to ascertain any action in connection with this Agreement.