IT WORKS! DISTRIBUTOR AGREEMENT
Terms & Conditions
UNITED STATES
1. I understand that as an Independent Distributor (“Distributor”) for It Works Marketing, Inc. (hereinafter “It Works!”):
a) I have the right to sell and solicit orders for It Works! products and services in accordance with these Terms & Conditions. I understand that it is within the exclusive right of It Works! to accept or reject such orders.
b) I have the right to enroll persons as Distributors of It Works!.
c) If qualified, I have the right to earn commissions pursuant to the It Works! Compensation Plan.
2. I agree that as an It Works! Distributor I am an independent contractor, and not an employee, partner, legal representative, or franchisee of It Works!. I agree that I will be solely responsible for paying all expenses that I incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF IT WORKS! FOR FEDERAL OR STATE TAX PURPOSES. It Works! is not responsible for withholding and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind. I understand that I am not entitled to workers compensation or unemployment security benefits of any kind from It Works!. I certify that:
a) I am at least 18 years of age.
b) I am a U.S. citizen or U.S. resident with a SSN.
c) I have provided my correct SSN or EIN (or I am waiting for a number to be issued to me), and
d) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3. I have carefully read and agree to comply with the It Works! Policies & Procedures below, including the Dispute Resolution Agreement contained in Section 8.3 therein, and the It Works! Compensation Plan., and I understand that they are also posted in my back office and available on the It Works! website. I understand that I must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from It Works!. I understand that the Agreement may be amended at the sole discretion of It Works!, as provided in Sections 1.3 and 8.3 of the Policies and Procedures.
4. The term of this Agreement is one year (subject to prior cancellation pursuant to the Policies & Procedures). If I do not renew my It Works! business by paying the annual renewal or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as a Distributor. I shall not be eligible to sell It Works! products and services nor shall I be eligible to receive commissions, bonuses, or other income resulting from my activities or the activities of my former downline sales organization. In the event of cancellation, termination or nonrenewal, I waive all rights I have, including but not limited to property rights, to my former downline organization and to any bonuses, commissions, or other remuneration derived through the sales and other activities of my former downline organization. It Works! reserves the right to terminate all Distributor Agreements upon thirty (30) days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels.
5. I have read, understood, and agreed to the provisions on indemnification and limitation of liability that apply to myself, It Works!, and the Related Parties (as that term is defined in Section 8.3 of the Policies and Procedures), including but not limited to Sections 8.3 and 8.4 of the Policies and Procedures. The Agreement, in its current form and as amended by It Works! at its discretion, constitutes the entire contract between It Works! and myself. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.
6. Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.
8. If there is any conflict between the Distributor Terms & Conditions and the Policies & Procedures, the Distributor Terms & Conditions shall prevail.
9. I understand and agree that any Dispute (as that term is defined in Section 8.3 of the Policies and Procedures) shall be resolved in accordance with the Dispute Resolution Agreement contained in Section 8.3 of the Policies and Procedures.
10. I have further read and understood and agree to be bound by the Governing Law, Jurisdiction, and Venue provision in Section 8.7 of the Policies and Procedures.
11. Maryland Residents: Maryland residents may cancel the contract for any reason within three (3) months after the date of receipt of goods or services first ordered; upon cancellation, the Company shall repurchase the goods, as long they are in resalable condition; and the repurchase price shall be at least 90% of the original price paid by the participant.
12. Montana Residents: A Montana resident may cancel his or her Distributor Agreement within fifteen (15) days from the date of enrollment and may return his or her starter kit and any products, he/she purchased for a full refund within such time period., as long as they are in resalable condition
13. Louisiana, Massachusetts, and Wyoming Residents: Should you cancel your Distributor Agreement, It Works! will refund 90% of your purchase price or any renewal fees you have incurred during the current year upon receipt of your written request.
14. Puerto Rico Residents: Puerto Rico residents may cancel this Agreement at any time within ninety (90) days from the date of enrollment, or at any time upon showing the Company’s noncompliance with any of the essential obligations of the distribution contract or any act or omission by the Company adversely affecting the interests of the dealer in the development of the market of the properties or services. Your cancellation must be sent to the Company in writing and sent via registered mail. If you cancel under these conditions, the Company shall: (a) Reacquire the total of the products that you purchased from the Company which are in your possession and in good condition at a price of not less than ninety percent (90%) of their original net cost; (b) Return to you not less than ninety percent (90%) of the original net cost of any services that you acquired from the Company; (c) Return ninety percent (90%) of any sum paid by you for the purpose of participating in the business.
15. A participant in this multilevel 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 via submitting a ticket through the Distributor’s back office.
16. I grant It Works! an irrevocable license to reproduce and use my name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums, and I waive all claims for remuneration for such use. I further waive my right to inspect or approve all draft, beta, preliminary, and finished material.
17. I hereby give my express consent to the Company to send e-mail messages, text messages, and/or notify me by phone or facsimile regarding its products, services, compensation, and offer other topics that the Company determines may be of interest or benefit to me. I agree that my receipt of such messages will not be deemed a violation of any federal or provincial legislation or regulations.
IT WORKS! REFUNDS AND RETURNS POLICY
All refunds and returns will be subject to the It Works! Refunds and Returns Policy located at https://static.myitworks.com/legal/pdf/returnspolicy.pdf.
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You, the buyer, may cancel this transaction at any time prior to midnight of the third business day after the date of this transaction (5 business days for AK residents, 15 business days for ND residents age 65 or over). |
For Customer Support:
OCTOBER 2022
STATEMENT OF POLICIES AND PROCEDURES
Effective October 1, 2022
1.1 - Policies and Compensation Plan Incorporated into Distributor Agreement
These Policies and Procedures, in their present form and as amended at the sole discretion of It Works Marketing, Inc. (hereafter ‘It Works!’ or the ‘Company’), are incorporated into, and form an integral part of, the It Works!® Distributor Agreement. Throughout these Policies, when the term ‘Agreement’ or ‘Distributor Agreement’ is used, it collectively refers to the It Works! Independent Distributor Application Terms and Conditions, these Policies and Procedures, the It Works! Compensation Plan, and the It Works! Business Entity Registration Form (if applicable). These documents are incorporated by reference into the It Works! Distributor Agreement (all in their current form and as amended by It Works!). It is the responsibility of each Distributor to read, understand, adhere to, and ensure that they are aware of and operating under the most current version of these Policies and Procedures. When sponsoring or enrolling a new Distributor, the sponsoring Distributor should confirm that the applicant has online access to and has reviewed the most current version of these Policies and Procedures and the It Works! Compensation Plan prior to their execution of the Distributor Agreement.
It Works! is a direct sales company that markets its products and services through Independent Distributors (hereafter ‘Distributor’ or ‘Distributors’). It is important to understand that your success and the success of your fellow Distributors depends on the integrity of those who market our products and services. To clearly define the relationship that exists between Distributors and It Works!, and to explicitly set a standard for acceptable business conduct, It Works! has established the Agreement.
It Works! Distributors are required to comply with all of the Terms and Conditions set forth in the Agreement which It Works! may amend at its sole discretion from time to time, as well as all federal, state, and local laws governing their It Works! business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this manual carefully. It explains and governs the relationship between you, as an independent contractor, and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from your Enroller or from It Works!.
1.3 - Changes to the Agreement
It Works! may, in its discretion, which shall be exercised reasonably and in good faith, from time to time amend the Agreement. Amendments will be effective thirty (30) days after notice that the Agreement has been modified has been sent to the Distributor via email at the email address on file with It Works! Except as otherwise provided in the Dispute Resolution Agreement contained in Section 8.3, Distributors agree that thirty (30) days after such notice, any modification becomes effective and is automatically incorporated into the Agreement as an effective and binding provision. A Distributor may opt out of any proposed amendments by terminating their Agreement prior to the effective date of such proposed amendments. A Distributor’s continued participation in their It Works! business as authorized under the Agreement on or after the effective date of any amendment constitutes acceptance of the amended Agreement. Unless expressly agreed to by a Distributor, amendments shall not be retroactive to conduct that occurred prior to the effective date of the amendment.
It Works! shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, curtailment of a party’s source of supply, or government decrees or orders.
1.5 - Policies and Provisions Severable
If any provision of the Agreement, in its current form or as may be amended, is found to be invalid or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed, and the remaining terms and provisions shall remain in full force and effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.
SECTION 2 - BECOMING A DISTRIBUTOR
2.1 - Requirements to Become a Distributor
To become an It Works! Distributor, each applicant must:
a) Be at least 18 years of age;
b) Reside in any country or territory that It Works! has officially announced is open for business;
c) Have a valid Social Security or Federal Tax ID number or submit a properly completed IRS form W-9 for US Distributors;
d) Purchase an It Works! Sales Kit (optional in North Dakota); and
e) Submit a properly completed Distributor Application to It Works!.
f) When enrolling, the First and Last name fields must contain the first and last name of the Distributor who is enrolling. If enrolling a business, the first and last name of the person responsible for the business must be entered. It is not acceptable to enter the business name in the first and last name fields. If entering a business name in the United States, the business must be registered with the IRS with an EIN and must not be a sole proprietorship. Any business names that are not registered with the IRS or that are sole proprietorships may be used on the replicated website but may not be entered on the account as an entity name.
2.2 - No Product Purchase Required
No person is required to purchase It Works! products, services or sales aids, or to pay any charge or fee to become a Distributor other than purchase of a Basic Kit. In order to familiarize new Distributors with It Works! products, services, sales techniques, sales aids, and other matters, the Company recommends that they purchase a Business Builder Kit. It Works! will repurchase Resalable kits from any Distributor who terminates their Distributor Agreement pursuant to the terms of Section 7.3.
Once a Distributor Application has been accepted by It Works!, the benefits of the Compensation Plan and the Distributor Agreement are available to the new Distributor. These benefits include the right to:
a) Sell and solicit orders for It Works! products and services;
b) Participate in the It Works! Compensation Plan (receive bonuses and commissions, if eligible);
c) Enroll other individuals as Customers or Distributors into the It Works! business and thereby build a Marketing Organization and progress through the It Works! Compensation Plan;
d) Receive periodic It Works! literature and other It Works! communications and have access to It Works! online sales and business tools;
e) Participate in It Works!-sponsored support, service, training, motivational and recognition functions upon payment of appropriate charges, if applicable; and
f) Participate in promotional and incentive contests and programs sponsored by It Works! for its Distributors.
2.4 - Term and Renewal of Your It Works! Business
The term of the Distributor Agreement is one year from the date of its acceptance by It Works! (subject to prior termination or reclassification pursuant to Section 10). Distributors must renew their Distributor Agreement each year by paying an annual renewal fee of $35 on or before the anniversary date of their Distributor Agreement. If the renewal fee is not paid on or before the anniversary date, the Distributor’s account will be placed on renewal hold for 60 days. If the annual renewal fee is not paid on or before the expiration of the 60-day non-renewal hold, the Distributor account will be canceled.
2.5 - Company Transfer of Distributors
It Works!, including but not limited to any of its affiliates and/or subsidiaries, may transfer or assign the Distributor Agreement in its sole discretion. If the Distributor does not accept the transfer or assignment, Distributor may provide written notice that they wish to terminate the Agreement. In the event of such notice being provided, the termination will become effective immediately. In the event It Works! chooses not to transfer a Distributor Agreement, termination will be effective immediately. If a Distributor does not issue a written notice of termination to It Works! the Distributor shall be deemed to consent to the transfer or assignment.
SECTION 3 - OPERATING AN IT WORKS! BUSINESS
3.1 - Adherence to the It Works! Compensation Plan
Distributors must adhere to the terms of the It Works! Compensation Plan as set forth in official It Works! literature. Distributors shall not offer the It Works! opportunity through, or in combination with, any marketing system, program, or method of marketing other than that specifically set forth in official It Works! literature. Distributors shall not require or encourage other current or prospective Customers or Distributors to participate in It Works! in any manner that varies from the program as set forth in official It Works! literature. Distributors shall not require or encourage other current or prospective Customers or Distributors to execute any agreement or contract other than official It Works! agreements and contracts in order to become an It Works! Distributor. Similarly, Distributors shall not require or encourage other current or prospective Customers or Distributors to make any purchase from, or payment to, any individual or other entity to participate in the It Works! Compensation Plan other than those purchases or payments identified as recommended or required in official It Works! literature.
3.2.1 - General
All Distributors shall safeguard and promote the good reputation of It Works! and its products. The marketing and promotion of It Works!, the It Works! opportunity, the Compensation Plan, and It Works! products and services shall be consistent with the public interest and must avoid all discourteous, deceptive, misleading, unethical, or immoral conduct or practices.
To promote both the products and services, and the tremendous opportunity It Works! offers, Distributors must use the sales aids and support materials produced or approved by It Works!. The rationale behind this requirement is simple. If It Works! Distributors were allowed to develop their own sales aids and promotional materials, notwithstanding their integrity and good intentions, there is a high likelihood that they would unintentionally violate any number of statutes or regulations affecting an It Works! business. These violations, although they may be relatively few in number, would jeopardize the It Works! opportunity for all Distributors.
3.2.2 - Marketing and Lead Generation Systems
a) All marketing and lead-generation systems must first be submitted to It Works! Compliance and then reviewed and receive written approval from Compliance before leaving the test server environment or in any way used by a Distributor.
b) The system must only be promoted to the Distributor’s personal enrollees, who then can promote the system to their personal enrollees.
c) At the Double Diamond level and above, the Distributor must obtain written permission of their downline at the Diamond level and above that it is permissible to market to their particular downlines.
d) After initial approval, the Distributor must obtain approval for any modifications or changes.
e) The system shall only utilize standard Company image packages.
f) No affiliate programs are allowed, e.g. earn $5 for every person you sign up or sign up 2 and your system is free.
g) The system shall make no product or income claims.
Accordingly, Distributors must submit all proposed personal development system, coaching system, sales aids, lead generation systems, promotional materials, advertisements, and other literature to the Company for approval to compliance@itworks.com. Unless the Distributor receives specific written approval to use such tools, the request shall be deemed denied. Independently produced websites are not permitted unless approved by the Company.
It Works! shall not permit Distributors to sell any systems or sales aids to other It Works! Distributors. Therefore, Distributors who receive authorization from It Works! to produce their own sales aids may not sell such material to any other It Works! Distributor. Distributors may make approved material available to other Distributors free of charge if they wish but may not charge other It Works! Distributors for the material unless express written approval is received from the Company. Distributors are prohibited from reproducing or copying written documents or marketing materials, films, or sound recordings identical or deceptively similar to any materials produced by the Company. Any Distributor receiving written authorization from It Works! to produce sales tools grants It Works! an irrevocable and royalty-free license to use such tools, and to make such tools available to other Distributors.
It Works! further reserves the right to rescind approval for any personal development or coaching systems, sales tools, promotional materials, advertisements, or other literature, and Distributors waive all claims for damages or remuneration arising from or relating to such rescission.
If a Distributor desires to utilize an Internet web page to promote their business, they may do so through the Company’s replicated website program. This program permits Distributors to advertise on the Internet and can be personalized with the Distributor's message and the Distributor's contact information. These websites seamlessly link directly to the official It Works! website giving the Distributor a professional and Company-approved presence on the Internet. No Distributor may independently design a website that uses the names, logos, or product descriptions of It Works! or otherwise promotes (directly or indirectly) It Works! products or the It Works! opportunity, unless previously approved by the It Works! Compliance Team. A Distributor may not use ‘blind’ ads on the Internet that make product or income claims which are ultimately associated with It Works! products, the It Works! opportunity, or the It Works! Compensation Plan. See Social Media and Internet Addendum to Policies and Procedures below for additional information.
3.2.4 - Blogs, Chat Rooms, Social Networks, Online Auctions, and other Online Forums
Except as expressly provided for in these Policies and Procedures, Distributors shall not use online blogs, chat rooms, social networks, online auction sites, or any other online forum to sell It Works!’ products or services. See Social Media and Internet Addendum to Policies and Procedures for Company Policies relating to Social Media usage.
3.2.5 - Domain Names and Email Addresses
Distributors may not use or attempt to register any of It Works!’ trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, for any Internet domain or replicated website name. Nor may Distributors incorporate or attempt to incorporate any of the Company’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, into any electronic mail address. If any Distributor owns or otherwise controls domain names or email addresses related to the Company business or its products and services, Company reserves the right to require the Distributor to transfer ownership and control to Company at the cost Distributor paid for such domain names or email addresses.
3.2.6 - Trademarks and Copyrights
It Works! will not allow the use of its trade names, trademarks, designs, or symbols by any person, including It Works! Distributors, without its prior written permission. Distributors may not produce for sale or distribution any recorded Company events and speeches without written permission from It Works! nor may Distributors reproduce for sale or for personal use any recording of Company-produced audio or videotape presentations.
3.2.7 - Media and Media Inquiries
It Works! Independent Distributors are not authorized to speak to any media source, including but not limited to radio, television, reporters for newspapers, magazines, advertisement outlets, or bloggers. Distributors must not attempt to respond to media inquiries regarding It Works!, its products or services, or their independent It Works! business. All inquiries by any type of media must be immediately referred to the It Works!’ Public Relations Department at PR@itworks.com. It Works!’ PR Department will review the media referral and decide whether or not we will corporately proceed. This policy is designed to assure that accurate and consistent information and a proper public image are provided to the public.
Distributors may not utilize media outlets for advertising, distribution or promotion of It Works! products or opportunity without the express written consent of It Works! PR or Compliance Departments.
It Works! does not allow use of celebrity pictures or endorsements indicating use of It Works! products or services. It Works! also does not allow Distributors to make claims on images that are not their own or for which they do not have permission.
3.2.8 - Unsolicited Email
It Works! does not permit Distributors to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation, the federal CAN-SPAM Act. Any email sent by a Distributor that promotes It Works!, the It Works! opportunity, or It Works! products and services must comply with the following:
a) There must be a functioning return email address to the sender.
b) There must be a notice in the email that advises the recipient that they may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to them (a functioning ‘opt-out’ notice).
c) The email must include the Distributor’s physical mailing address.
d) The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
e) The use of deceptive subject lines and/or false header information is prohibited.
f) All opt-out requests, whether received by email or regular mail, must be honored. If a Distributor receives an opt-out request from a recipient of an email, the Distributor must forward a copy of the opt-out request to the Company.
It Works! may periodically send commercial emails on behalf of
Distributors. By entering into the Distributor Agreement, Distributor
agrees that the Company may send such emails and that the Distributor’s
physical and email addresses will be included in such emails as outlined
above. Distributors shall honor opt-out requests generated as a result of
such emails sent by the Company.
3.2.9 - Unsolicited Faxes or Automated Dialing Systems
Except as provided in this section, Distributors may not use or transmit unsolicited faxes or use an automatic telephone dialing system relative to the operation of their It Works! businesses. The term ‘automatic telephone dialing system’ means equipment which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers. The term ‘unsolicited faxes’ means the transmission via telephone facsimile of any material or information advertising or promoting It Works!, its products, the Compensation Plan or any other aspect of the Company which is transmitted to any person, except that these terms do not include a fax: (a) to any person with that person's prior express written invitation or permission; or (b) to any person with whom the Distributor has an established business or personal relationship. The term ‘established business or personal relationship’ means a prior or existing relationship formed by a voluntary two-way communication between a Distributor and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such Distributor; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.
3.2.10 - Print or Digital Advertisements
Some Distributors use classified advertising to find prospects. The following rules apply to all print and digital advertising, including social media:
a) No advertisement may imply that a ‘job’ or ’position’ is available.
b) No specific income may be promised.
c) Advertisements must contain no misleading facts or distortions of the Company opportunity or product line.
d) You must state that the opportunity is for an “Independent Distributor for It Works Marketing, Inc.”
Bonus buying is strictly and absolutely prohibited. ‘Bonus buying’ includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an Independent Distributor Application by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as a Distributor or Customer (“fraudulent” includes but is not limited to enrolling an individual or entity without the individuals or entity’s consent or knowledge or by misrepresenting the individual or entity’s details); (c) the enrollment or attempted enrollment of non-existent individuals or entities as Distributors or Customers (“phantoms”); (d) purchasing excessive amounts of goods or services that cannot reasonably be used or resold in a month; (e) attempt to cross sponsor or re-enroll an existing customer or distributor; or (f) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions or bonuses that is not driven by bona fide product or service purchases by end user consumers. A Distributor is allowed a total of 5 order transfer requests per month with a total bonus volume limit of 1,000 BV without violating this provision. The order can only be transferred to a distributor in the downline of the distributor requesting the order transfer. Orders may only be transferred in full and may only be transferred once. An order transfer is where a Distributor places an order under themselves and then requests that this order be moved under another Distributor. Once a Distributor has reached the limit of 5 requests for the month, all other requests will be denied. Orders may not be moved to or from a Loyal or Retail Customer. A Distributor may not also be a Loyal Customer. Distributors are prohibited from placing orders directly on another Distributor or Loyal Customer account using their own or a prepaid credit card to make payments or use another account to ship orders to themselves. All bonuses, product rewards, product credits, and commissions earned belong to the account holder and can only be redeemed by the account holder.
A Distributor found to be in violation of this policy will be subject to the disciplinary sanctions as set forth in Section 8.1.
A corporation, limited liability company (LLC), partnership or trust (collectively referred to in this section as a ‘Business Entity’) may apply to be an It Works! Distributor by submitting an EIN at enrollment and verifying tax documentation after enrollment. It Works! reserves the right to request a Certificate of Incorporation, Certificate of Organization, Partnership Agreement or trust documents (these documents are collectively referred to as the ‘Entity Documents’) along with a properly completed Distributor Application. Members of the entity are jointly and severally liable for any indebtedness or other obligation to It Works!.
To prevent the circumvention of Section 3.27 (regarding transfers and assignments of an It Works! business), if an additional partner, shareholder, member, or other business entity affiliate is added to a business entity, the original applicant must remain as a party to the original Distributor Application. If the original Distributor wants to terminate their relationship with the Company, they must transfer or assign their business in accordance with Section 3.27. If this process is not followed, the business shall be canceled upon the withdrawal of the original Distributor. All bonus and commission checks will be sent to the address of record of the original Distributor. Please note that the modifications permitted within the scope of this paragraph do not include a change of enroller. Changes of enroller are addressed in Section 3.5, below. There is a $35 fee for each change requested, which must be included with the written request and the completed Distributor Application. It Works! may, at its discretion, require notarized documents before implementing any changes to an It Works! business. Please allow thirty (30) days after the receipt of the request by It Works! for processing.
3.4.1 - Changes to a Business Entity
An It Works! business may change its status under the same Enroller from an individual to a partnership, LLC, corporation or trust, or from one type of entity to another. There is a $35 fee for each change requested, which must be included with the written request and the completed Distributor Application. Such changes are effective once form is submitted, processed, and approved. In addition, Distributors operating their It Works! businesses utilizing a business entity must notify It Works! of the addition or removal of any officers, directors, shareholders, managers, members, or business associates of the business entity.
3.5 - Change of Enroller or Placement
To protect the integrity of all It Works! Marketing Organizations and to safeguard the hard work of all Distributors, requests for enroller or placement changes from one Distributor to another are rarely if ever permitted.
Requests for change of enroller or placement must be submitted in writing via ticket submission and must include the reason(s) for the change. Changes may only be considered in the following two circumstances:
a) In cases in which the new Distributor or new Loyal Customer is enrolled by someone other than the individual they were led to believe would be their Enroller, the account holder may request that they be transferred to another organization. If approved, Distributor’s entire personally enrolled Marketing Organization will remain intact. Requests for transfer under this policy will be evaluated on a case-by-case basis and must be made by contacting Customer Service within 24 hours from the date of enrollment. The account holder requesting the change has the burden of proving that they were enrolled beneath the wrong Distributor.
b) In the event of placement error during enrollment, placement changes for Distributors and Loyal Customers must be requested through Customer Service within 24 hours of enrollment. For security purposes, changes can only be requested by the original Enroller or the Distributor/Loyal Customer being moved.
Requests for enrollment or placement corrections cannot be made for those who have a start date prior to the enrollment date of the Loyal Customer or Distributor they are requesting to be moved under. Only one request for enrollment or placement correction for a new Loyal Customer or Distributor will be honored. We are unable to accept third party requests for these changes. Any disputes will need to be verified by the enrollee being moved and will only be done with Company approval. Retail Customers cannot be moved.
It Works! reserves the sole and exclusive right to determine the final disposition over the proper enrollment and placement. DISTRIBUTORS WAIVE ANY AND ALL CLAIMS AGAINST IT WORKS! THAT RELATE TO OR ARISE FROM THE IT WORKS! DECISION REGARDING THE DISPOSITION OF ANY MARKETING ORGANIZATION.
3.5.1 - Cancellation and Reapplication
A Distributor may change organizations, sponsorships, or leadership level Enrollers by voluntarily cancelling their It Works! business and remaining inactive (i.e., no sales of It Works! products, no advertising of It Works! products or business opportunity, no sponsoring, no attendance at any It Works! functions, and no participation in any other form of Distributor activity or operation of any other It Works! business) for six (6) months. This six-month prohibition applies to spouses, immediate family members and businesses. Following the six-month period of inactivity, the former Distributor may reapply under a new Enroller; however, the former Distributor’s Marketing Organization will remain in the original line of sponsorship. It Works! will consider waiving the six-month waiting period under exceptional circumstances. Such requests for waiver must be submitted to It Works! in writing.
3.6 - Unauthorized Claims and Actions
A Distributor is fully responsible for their verbal and written statements made regarding It Works! products, services, and the Compensation Plan which are not expressly contained in official It Works! materials. Distributors agree to indemnify It Works! and It Works’ directors, officers, employees, and agents, and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by It Works! as a result of the Distributor’s unauthorized representations or actions. This provision shall survive the termination of the Distributor Agreement.
3.6.2 - Product Claims and Testimonials
No claims (which include personal testimonials) as to therapeutic, curative, or beneficial properties of any products offered by It Works! may be made except those contained in official It Works! literature. In particular, no Distributor may make any claim that It Works! products are useful in the cure, treatment, diagnosis, mitigation, or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only do such claims violate It Works! policies, but they potentially violate federal and state laws and regulations, including the federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act. Company products may only be advertised and used according to the label specifications at the specified dosage. Unless the label specifically states that the product is suitable for children, Company products are to be used by adults only.
Testimonials must receive written approval from It Works!’ corporate Compliance Department before being posted or published in any forum. Send submissions via support ticket in your back office in the Compliance Approvals category.
3.6.3 - Before and After Photos
It Works! recommends using corporate approved Before and After photographs. These Before and After photos are preapproved for use and have the proper disclaimers attached. In the event that you wish to create your own Before and After photos, images must be of It Works! product users, and either your own personal images or other individuals from whom you have written permission to use the images. A Consent Form is in your back office for use in obtaining written permission. If you do not have personal written permission, you cannot post (or re-post) a picture on Facebook or other social media.
All Before and After photos must meet company branding standards. Please reference the Before and After Photo Guidelines in your back office for exact direction.
3.6.4 - Income Claims and the Income Disclosure Statement
A Distributor is prohibited from making income guarantees or false income statements. When presenting or discussing the It Works! opportunity or Compensation Plan with a prospective Distributor, a Distributor must use Company provided documentation. A Distributor shall not make their own income projections, income claims, or disclose their It Works! income (including back office summary, commission statements, commission emails, checks, copies of checks, bank statements, or tax records).
When presenting an It Works! provided income representation with a prospective Distributor, the Distributor must provide the prospect with a copy of It Works! Income Disclosure Statement (the “IDS”).
The terms ‘income representation’ and/or ‘earnings representation’ (collectively ‘income claim’) include: (1) statements that a specific amount of income has been or may be easily achieved, (2) statements that, although not specifically stating a given income level has been or may be achieved, imply that such income is possible, (3) statements of earning ranges, (4) income testimonials, (5) lifestyle claims, and (6) hypothetical claims. Examples of ‘statements of non-average earnings’ include, “Our number one Distributor earned XXX dollars last year” or “Our average (rank) makes XXX per month.” An example of a ‘statement of earnings ranges’ is “The monthly income for (rank) is XXX on the low end to YYY on the high end.”
A lifestyle income claim typically includes statements (or pictures) involving large homes, luxury cars, exotic vacations, or other items suggesting or implying wealth. They also consist of references to the achievement of one's dreams, having everything one always wanted, and are phrased in terms of ‘opportunity’ or ‘possibility’ or ‘chance.’ Claims such as “My It Works! income exceeded my salary after six months in the business,” or “Our It Works! business has allowed my wife to come home and be a full-time mom” also fall within the category of ‘lifestyle’ claims.
A hypothetical income claim exists when you attempt to explain the operation of the Compensation Plan through the use of a hypothetical example. Certain assumptions are made regarding the: (1) number of Distributors sponsored, (2) number of downline Distributors, (3) average product volume per Distributor, and (4) total organizational volume. Running these assumptions through the Compensation Plan yields income figures which constitute income claims.
In any non-public meeting (e.g., a home meeting, one-on-one, regardless of venue) with a prospective Distributor or Distributors in which the Compensation Plan is discussed or any type of It Works! provided income claim is made, you must provide the prospect(s) with a copy of the IDS.
Copies of the IDS may be printed or downloaded without charge through your back office and is also viewable on the corporate website at www.itworks.com/Legal/Income.
In general, Distributors may not sell It Works! products from a commercial outlet, nor may Distributors display or sell It Works! products or literature in any retail establishment. The exception to this rule involves sales in service establishments where the nature of the business is to service customers and no competing products are sold by the facility. These types of businesses include, but are not limited to, salons, doctor offices, and health clubs. The sale of products within these facilities must be conducted by a Distributor whereby the prospect is introduced to the products and opportunity just as if they met outside of the retail facility. Only Company-produced literature, banners and signage may be used and may be displayed on a shelf, counter, or wall by itself. No products may be openly displayed from a shelf for retail sale. Company products may not be rebranded in any way, and all Company trademarks must be displayed. No Company product may be marketed as a generic product or service.
3.7.1 - California Retail Sale
In California dietary supplements may not be sold in any retail establishments. All customer orders must be submitted through the Company website or your back office.
3.8 - Trade Shows, Expositions and Other Sales Forums
Distributors may display and/or sell It Works! products at trade shows and professional expositions in the countries we are officially open for business. The Company policy is to authorize only one It Works! business per event. Company recommends registering under the name “It Works! Independent Distributor” and inquiring if there are any other registrants using that name. It Works! further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its products, services, or the It Works! opportunity. No Distributor may sell or promote the Company's products or business opportunity at swap meets, garage sales, flea markets or farmers markets as these events are not conducive to the professional image that It Works! wishes to portray. When attending an event you must adhere to the following policies relative to participation in temporary sales forums:
a) Only one It Works! booth is allowed per show or event. It is your responsibility to check with the show manager or promoter to ensure there are no other Distributors contracted before you contract for space.
b) Only current It Works! Independent Distributors are authorized to contract for booth space exhibiting It Works! products. The contract is between the Independent Distributor and the Event Sponsor. It Works! is not, and may not be made, a party to a contract between you and an event organizer.
c) You must also write on the contract, or in a cover letter you attach to the contract, that It Works! has a one‐booth‐per‐show policy and that, in making the show or event manager aware of our policy, you are asking in writing that the show not allow other It Works! Independent Distributors to display or sell It Works! products.
d) Company products and opportunity are the only products or opportunity that may be offered by Distributor at the trade show. Only Company-produced or approved marketing materials may be displayed or distributed.
3.8.1 - Double-Bookings Dispute Resolution
In the event of a double-booking, the Independent Distributor with a valid/signed contract and proof of payment from the event company with the earliest date will be allowed to do the event if:
a) The application has been filled out completely and accurately per It Works! policies; and
b) The second applicant was aware that there was an It Works! booth already contracted and paid, but the second applicant signed up anyway.
Not all shows follow the same policies regarding multiple vendors from the same company at their events. Some event managers will knowingly double-book because their policies do not limit the number of vendors from any one company. In the event there is a double-booking, and both parties filled out applications appropriately, made the event manager aware of Company policy to only have one vendor per show, and were unaware of the other Consultant, there are three (3) options:
1. Work with the other Distributor to come up with an equitable agreement to do the show together in a single booth or to operate a separate booth at the same show.
2. Ask the event promoter to have the second contracted Distributor removed from the show. (This will only work if you have followed the procedure to inform the manager of It Works! policy of only allowing one booth per show in writing, AND if they are willing to cooperate.)
3. Request that the event manager refund your money. (This will also only work if you have followed the procedure to inform the manager of our policy of only allowing one booth per show.)
It Works!’s relationship with its Distributors is a valuable asset to the Company. It Works! provides extensive support to aid its Distributors in achieving their goals, including access to It Works!’s sensitive, confidential and proprietary information and trade secrets. At the same time, It Works! seeks to protect this information as well as its goodwill. Therefore, It Works! and its Distributors agree as follows:
A Distributor shall not disclose to any third party Confidential Information (as defined in Section 11). All such Confidential Information is the property of It Works! and is not owned by It Works! Distributors. A Distributor shall use the same degree of care to protect Confidential Information that they use to protect their own sensitive and proprietary information. Both during the term of their Agreement and indefinitely thereafter, a Distributor shall use Confidential Information only for the purposes of performing their obligations or exercising rights under their respective Agreement. Distributor expressly agrees to not use for their own benefit, disclose, or disseminate Confidential Information after the termination of this Agreement. Notwithstanding the foregoing, a Distributor may disclose Confidential Information to the extent they are legally compelled to do so, provided, however, that prior to any such compelled disclosure, the Distributor notifies It Works! and fully cooperates with It Works! in protecting against or limiting the disclosure of Confidential Information.
3.9.2 - Non-Solicitation
Distributor agrees that they will receive significant benefits from It Works! including the opportunity to participate in specialized training on It Works! products, access to support systems containing Confidential Information, and other benefits of the It Works! network. In consideration for the benefit of It Works!’s access to Confidential Information and investment in the development of its Distributors each Distributor, to the fullest extent allowed by applicable law, agrees that the following restrictions apply to Distributor:
During the term of the Agreement, and for a period of twenty-four (24) months after the cancellation of the Agreement for any reason, a Distributor may not directly or indirectly Recruit (as defined below) any Distributors or customers to participate in any way in any Competing Direct Sales Company.
Distributors and the Company recognize that because network marketing is conducted through networks of independent contractors dispersed across the entirety of North America and internationally, and business is commonly conducted via the internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, Distributors and It Works! agree that this non-solicitation provision shall apply to all markets in which It Works! conducts business.
The term ‘Recruit’ means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another It Works! Distributor or Loyal Customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. The conduct described in the preceding sentence constitutes Recruiting even if the Distributor’s actions are in response to an inquiry made by another Distributor or Loyal Customer. This includes any action that would cause the cancellation or curtailment of the business relationship between any Distributor or customer, and It Works! Announcement that a Distributor is joining a new network marketing opportunity on their Facebook page or other social media site also constitutes Recruiting as such announcements are veiled efforts to induce inquiries from others about the new opportunity that the Distributor has joined.
3.9.3 - Distributor Participation in Other Direct Sales Companies
However, if a Distributor participates in a Competing Direct Sales Company, the Distributor acknowledges and agrees that:
· The Distributor may not recruit current Distributors or Customers to participate in the Competing Direct Sales Company (See Section 3.9.2, above);
· The Distributor may not directly or indirectly sell, offer to sell, or promote the products of the Competing Direct Sales Company to any current Distributor or Customer through any means, including, but not limited to, the use of any website, blog, or other social media site on which they discuss or promote, or have discussed or promoted, the Company or its Products; and
· The Distributor must notify Compliance within five (5) business days of enrolling in any Competing Direct Sales Company or at the time of enrollment with Company, whichever occurs sooner.
Additionally, due to the particularly sensitive Confidential Information granted to such Distributors, Distributors who achieved a rank of Presidential or higher may not participate in any Competing Direct Sales Company. An individual who achieves the rank of Presidential or higher while simultaneously participating in a Competing Direct Sales Company shall cease their participation in the Competing Direct Sales Company within 30 days of achieving the rank of Presidential or higher.
If a Distributor is engaged in other non-It Works! direct selling programs, it is the responsibility of the Distributor to ensure that their It Works! business is operated entirely separate and apart from any other program in which the Distributor participates whether online or offline. To this end, the following must be adhered to:
a) The Distributor shall not display It Works! promotional materials, sales aids, products, or services with or in the same location as any non-It Works! promotional materials, sales aids, products or services.
b) The Distributor may not offer the It Works! opportunity, products, or services to prospective or existing Customers or Distributors in conjunction with any non-It Works! program, opportunity, product, or service.
c) The Distributor may not offer any non-It Works! opportunity, products, services, or opportunity at any It Works!-related meeting, seminar or convention, or within two hours and a five mile radius of the It Works! event. If the It Works! meeting is held telephonically or via the internet, any non-It Works! meeting must be at least two hours before or after the It Works! meeting, and on a different conference telephone number or internet web address from the It Works! meeting.
3.9.4 - Downline Activity (Genealogy) Reports and Back Office Access.
Downline Activity Reports are available for Distributor access and viewing in the Company back office of each Distributor’s replicated It Works! website. Furthermore, access to a Downline Activity Report is a privilege and not a right. It Works! reserves the right to suspend a Distributor’s access to a Downline Activity Report if the Company reasonably believes that the Distributor is utilizing, sharing, or posting the Downline Activity Report inappropriately. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to It Works!. The Distributor and It Works! agree that, but for this agreement of confidentiality and nondisclosure, It Works! would not provide Downline Activity Reports to the Distributor. A Distributor shall not, on their own behalf, or on behalf of any other person or entity:
a) Directly or indirectly use or disclose any Confidential Information, including information contained in any Downline Activity Report or in their back office to any third party;
b) Directly or indirectly disclose the password or other access code to their back office;
c) Use the Confidential Information, including information contained in any Downline Activity Report or back office to compete with It Works! or for any purpose other than managing or supporting their It Works! business; or
d) Use Confidential Information to recruit or solicit any Distributor or Customer, or in any manner attempting to influence or induce any Distributor or Customer to alter their business relationship with It Works!.
Upon demand by the Company, any current or former Distributor will return the original and all copies of Confidential Information or other information originated by the Company to the Company.
3.10 - Targeting Other Direct Sellers
It Works! does not condone Distributors specifically or consciously targeting the sales force of another direct sales company to sell It Works! products or to become Distributors for It Works!, nor does It Works! condone Distributors’ solicitation or enticement of members of the sales force of another direct sales company to violate the terms of their contract with such other company. Should Distributors engage in such activity, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration, or mediation is brought against a Distributor alleging that they engaged in inappropriate recruiting activity of its sales force or customers, It Works! will not pay any of Distributor’s defense costs or legal fees, nor will It Works! indemnify the Distributor for any judgment, award, or settlement.
3.11 - Cross-Sponsoring
Actual or attempted cross-sponsoring is strictly prohibited. ‘Cross-sponsoring’ is defined as the enrollment of an individual or entity that already has a current Customer account or Distributor Agreement on file with It Works!, or who has had such an agreement within the preceding six (6) calendar months within a different line of sponsorship or leadership level Enrollers. The use of a spouse’s or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, federal ID numbers, fictitious ID numbers or any straw-man or other artifice to circumvent this policy is prohibited. Distributors shall not demean, discredit, or defame other It Works! Distributors in an attempt to entice another Distributor to become part of the first Distributor’s Marketing Organization. This policy shall not prohibit the transfer of an It Works! business in accordance with Section 3.27.
If Cross-sponsoring is discovered, it must be brought to the Company’s attention immediately. It Works! may take disciplinary action against the Distributor that changed organizations and/or those Distributors who encouraged or participated in the Cross- sponsoring. It Works! may also move all or part of the offending Distributor’s Marketing Organization to their original Marketing Organization if the Company deems it equitable and feasible to do so. However, It Works! is under no obligation to move the Cross-sponsored Distributor’s Marketing Organization and the ultimate disposition of the organization remains in the sole discretion of It Works!. Distributors waive all claims and causes of action against It Works! arising from or relating to the disposition of the cross-sponsored Distributor’s Marketing Organization.
Distributors must notify the Company within three (3) days following month end if they believe volume and/or rank is incorrect. After verifying rank and volume, if a Distributor believes any errors have been made regarding commissions or bonuses, the Distributor must notify It Works! in writing within 30 days of the date of the alleged error or incident in question. It Works! will not be responsible for any errors, omissions or problems not reported to the Company after these dates.
3.13 - Governmental Approval or Endorsement
Neither Federal nor State regulatory agencies nor officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Distributors shall not represent or imply that It Works! or its Compensation Plan have been ‘approved’, ‘endorsed’, or otherwise sanctioned by any government agency.
3.14 - Holding Applications or Orders
Distributors must not manipulate enrollments of new applicants and purchases of products. All Distributor Applications and product orders must be sent to It Works! within 72 hours from the time they are signed by a Distributor or placed by a Customer, respectively. Any changes in placement of volume must be completed within 24 hours of entry of product orders.
All US Distributors are required to provide their Social Security Number or a Federal Employer Identification Number to It Works! through the Distributor Application. Upon enrollment, the Company will provide a unique Distributor Identification Number to the Distributor by which they will be identified. This number will be used to place orders and track commissions and bonuses.
Each Distributor is responsible for paying local, state and federal taxes on any income generated as an Independent Distributor. If an It Works! business is tax exempt, the Federal Employer Identification Number must be provided to It Works!. Every year, It Works! will provide an IRS Form 1099 (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.
3.17 - Independent Contractor Status
Distributors are independent contractors and are not purchasers of a franchise or a business opportunity. The agreement between It Works! and its Distributors does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Distributor. Distributors shall not be treated as an employee for their services or for federal or state tax purposes. All Distributors are responsible for paying local, state, and federal taxes due from all compensation earned as a Distributor of the Company. The Distributor has no authority (expressed or implied), to bind the Company to any obligation. Each Distributor shall establish their own goals, hours, and methods of sale, so long as they comply with the terms of the Distributor Agreement, these Policies and Procedures, and applicable laws.
The name of It Works! and other names as may be adopted by It Works! are proprietary trade names, trademarks and service marks of It Works!. As such, these marks are of great value to It Works! and are supplied to Distributors for their use only in an expressly authorized manner. Use of the It Works! name on any item not produced by the Company is prohibited, except as follows: [Distributor's Name] Independent Distributor for It Works!
All Distributors may list themselves as an ‘It Works! Independent Distributor’ in the white or yellow pages of a telephone or online directory under their own name. No Distributor may place telephone directory display ads using It Works!’ name or logo. Distributors may not answer the telephone by saying “It Works!”, “It Works! Incorporated”, or in any other manner that would lead the caller to believe that they have reached the corporate offices of It Works!.
You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy does not cover business-related injuries or the theft of or damage to inventory or business equipment. Contact your insurance agent to make certain that your business property is protected. This can often be accomplished with a simple ‘Business Pursuit’ endorsement attached to your present homeowner’s policy. The Company maintains product liability insurance for all of its products. A copy of the Vendor Insurance Form can be found in your back office under the Forms section of the Documents tab. If the event you are attending requires a named insured, please complete the Liability Certificate of Insurance Form that includes: date of event, all names to be insured, event holder name and address, and address where event is being held. Once completed a copy of the Vendor Insurance form will be emailed to the distributor that submitted the form. Please make sure to submit your request no later than ten (10) business days prior to your event.
3.19 - International Marketing
Because of critical legal and tax considerations, It Works! must limit the resale of It Works! products and services, and the presentation of the It Works! business to prospective Customers and Distributors located within the United States, U.S. Territories, and those other countries that the Company has announced are officially opened for business. Moreover, allowing a few Distributors to conduct business in markets not yet opened by It Works! would violate the concept of affording every Distributor the equal opportunity to expand internationally.
Accordingly, Distributors are authorized to sell It Works! products and services and enroll Customers or Distributors only in the countries in which It Works! is authorized to conduct business, as announced in official Company literature. It Works! products or sales aids cannot be shipped into or sold in any country that has not been officially opened to do business. Distributors may sell, give, transfer, or distribute It Works! products or sales aids only in the country in which the Company is authorized to conduct business. In addition, no Distributor may, in any unauthorized country: (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential Customers or Distributors; or (c) conduct any other activity for the purpose of selling It Works! products, establishing a Marketing Organization, or promoting the It Works! opportunity unless and until authorized by Company. Anyone found enrolling a customer or Distributor in an unopened country will be subject to discipline according to Section 8; plus all commissions earned from a leg operating in an unopened country shall be subject to recovery and the illegally enrolled leg shall be cancelled. Therefore, any illegally enrolled customer or Distributor will be terminated. For further information regarding Company international policies, see each opened country’s legal documents located on the website or in your back office.
Distributors must never purchase more products than they can reasonably use or sell in a month and must not influence or attempt to influence any other Distributor to buy more products than they can reasonably use or sell in a month. The Company follows the 70% industry standard whereby Distributors may not order additional product unless they have sold or used for personal or family use at least 70% of previously purchased product. Although the primary function of the Company is to sell products to the general consuming public, the Company realizes that its Distributors may wish to purchase product for personal or family use in reasonable amounts. For this reason, the company defines a retail sale to include sales to non-participants, as well as purchases for personal or family use in reasonable amounts, which are not made primarily for purposes of qualification or advancement.
3.21 - Adherence to Laws and Ordinances
Distributors shall comply with all Federal, State, and local laws and regulations in the conduct of their businesses. Many cities and counties have laws regulating certain home-based businesses. In most cases, these ordinances are not applicable to Distributors because of the nature of their business. However, Distributors must obey those laws that do apply to them. If a city or county official tells a Distributor that an ordinance applies to them, the Distributor shall be polite and cooperative, and immediately send a copy of the ordinance to the Compliance Department of It Works!. In many cases, there are exceptions to the ordinance that may apply to It Works! Distributors.
Retail Customers, Loyal Customers and Distributors must be at least 18 years of age as our products are intended for use by adults only. Distributors shall not enroll or recruit minors into the It Works! program or they shall be subject to disciplinary sanctions as set forth in Section 8.1.
3.23 - One It Works! Business Per Distributor and Per Household
A Distributor may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one It Works! business. No individual may have, operate or receive compensation from more than one It Works! business. Individuals of the same family unit may not enter into or have an interest in more than one It Works! business. A ‘family unit’ is defined as spouses and dependent children living at or doing business at the same address. As an accommodation to Distributors, the Company allows two (2) Distributor accounts per household as long as separate Social Security Numbers are on file and the businesses are operated separately. Therefore, husbands and wives are allowed to have separate accounts, but one spouse must be enrolled by and placed directly beneath the other and cannot run business in separate legs. Existing Distributors with multiple accounts may be grandfathered or asked to consolidate accounts at the sole discretion of Company.
3.24 - Actions of Household Members or Affiliated Individuals
If any member of a Distributor’s immediate household engages in any activity that, if performed by the Distributor, would violate any provision of the Agreement, such activity will be deemed a violation by the Distributor and It Works! may take disciplinary action pursuant to these Policies and Procedures against the Distributor. If a Distributor cancels their position for any reason, then no member of the immediate household may join the Company without waiting the required time period. If a Distributor is terminated, then no member of the immediate household may join the Company without written permission from It Works!. Similarly, if any individual associated in any way with a corporation, partnership, trust or other entity (collectively ‘affiliated individual’) violates the Agreement, such action(s) will be deemed a violation by the entity, and It Works! may take disciplinary action against the entity.
Any request from a Distributor for copies of invoices, Applications, Downline Activity Reports, or other records will require a fee of $1 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.
3.26 - Roll-up of Marketing Organization
When a vacancy occurs in a Marketing Organization due to the termination of an It Works! business, no Distributor moves up, but the volume will compress for commission purposes. See the Compensation Plan for further details.
3.27 - Sale, Transfer or Assignment of an It Works! Business
There is a $200 fee for the sale, transfer or assignment of an It Works! business. Although an It Works! business is a privately owned, independently operated business, the sale, transfer or assignment of an It Works! business is subject to certain limitations. If a Distributor wishes to sell or transfer their It Works! business, the following criteria must be met:
The sale or transfer must be documented in writing. Protection of the existing line of sponsorship must always be maintained so that the It Works! business continues to be operated in that line of sponsorship. The buyer or transferee must become a qualified It Works! Distributor. If the buyer or transferee is an active It Works! Distributor, they must first terminate their It Works! business and wait six (6) calendar months before acquiring any interest in a different It Works! business. Before the sale, transfer or assignment can be finalized and approved by It Works!, any debt obligations the selling Distributor has with It Works! must be satisfied. The selling or transferring Distributor must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign an It Works! business. The Company reserves the right to purchase or assume control of the position at the same price or pursuant to the same terms as the purchaser or transferee. If the selling or transferring Distributor engages in cross recruiting at any time, It Works! reserves the right to take all appropriate legal action, including cancellation of the affected It Works! business.
Prior to selling or transferring an It Works! business, the selling or transferring Distributor must notify It Works! at transfers@itworks.com of their intent to sell or transfer the It Works! business. Upon complete execution of the appropriate agreement made between the Distributor and the buyer or transferee, the parties must submit a copy to It Works!. It Works! reserves the right to request additional documentation that may be necessary to analyze the transaction between the buyer and seller. It Works! will, in its sole and absolute discretion, approve or deny the sale, transfer or assignment within 30 days after its receipt of all necessary documents from the parties.
If the parties fail to obtain Company approval for the transaction, the transfer or sale shall be voidable at the option of Company. The purchaser or transferee of the existing Company business will assume the obligations and position of the selling or transferring Distributor. A Distributor who sells or transfers their Company business shall not be eligible to re-apply as an It Works! Distributor for a period of at least six (6) full calendar months after the date of the sale or transfer.
The transferred account will not be viewed as a New Distributor and will not be eligible for any New Distributor bonuses and/or promotions, nor will the purchaser or transferee receive any remaining bonus payouts from what was achieved by the original account holder.
3.28 - Separation of an It Works! Business
It Works! Distributors sometimes operate their It Works! businesses as husband-wife partnerships, regular partnerships, corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership or trust (the latter three entities are collectively referred to herein as ‘entities’) may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship. If the separating parties fail to provide for the best interests of other Distributors and the Company in a timely fashion, It Works! will involuntarily terminate the Distributor Agreement.
During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:
a) One of the parties may, with consent of the other(s), operate the It Works! business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize It Works! to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.
b) The parties may continue to operate the It Works! business jointly on a ‘business-as-usual’ basis, whereupon all compensation paid by It Works! will be paid according to the status quo as it existed prior to the divorce filing or dissolution proceedings. This is the default procedure if the parties do not agree on the format set forth above.
Under no circumstances will the Marketing Organization of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will It Works! split commission and bonus payments between divorcing spouses or members of dissolving entities. It Works! will recognize only one Marketing Organization and will issue only one commission payment per It Works! business per commission cycle. Commission payments shall always be issued to the same individual or entity. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the business in a timely fashion as determined by the Company, the Distributor Agreement shall be involuntarily canceled.
If a former spouse has completely relinquished all rights in the original It Works! business pursuant to a divorce, they are thereafter free to enroll under any Enroller of their choosing without waiting six (6) calendar months. In the case of business entity dissolutions, the former partner, shareholder, member, or other entity affiliate who retains no interest in the business must wait six (6) calendar months from the date of the final dissolution before re-enrolling as a Distributor. In either case, the former spouse or business affiliate shall have no rights to any Distributors in their former organization or to any former Retail Customer. They must develop the new business in the same manner as would any other new Distributor.
All active Distributors in good standing have the right to sponsor and enroll others into It Works!. Each prospective Customer or Distributor has the ultimate right to choose their own Enroller. If two Distributors claim to be the Enroller of the same new Distributor or Customer, the Company shall regard the first Application received by the Company as controlling.
Upon the death or incapacitation of a Distributor, their business may be passed to their heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, a Distributor should consult an attorney to assist them in the preparation of a will or other testamentary instrument. Whenever an It Works! business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased Distributor’s Marketing Organization provided the following qualifications are met. The successor(s) must:
a) Complete and execute a Distributor Agreement;
b) Comply with terms and provisions of the Agreement; and
c) Meet all of the qualifications for the deceased Distributor’s status.
Bonus and commission payments of an It Works! business transferred pursuant to this section will be paid in a single payment jointly to the successors. The successors must provide It Works! with an ‘address of record’ to which all bonus and commission payments will be sent. If the business is bequeathed to joint devisees, they must form a business entity and acquire a Federal Employer Identification Number. It Works! will issue all bonus and commission payments and one 1099 (US only) to the business entity.
3.31 - Transfer Upon Death of a Distributor
To effectuate a testamentary transfer of an It Works! business, the Personal Representative or Executor of the Estate of the deceased Distributor must provide all necessary documentation to establish a successor or successors’ right to the subject It Works! business. The successor or successors must complete and execute a Distributor Agreement and meet the other requirements set forth in Section 3.30.
3.32 - Transfer Upon Incapacitation of a Distributor
To effectuate a transfer of an It Works! business because of incapacity, the Trustee of the incapacitated Distributor must provide all necessary documentation to establish the right of the subject Trust and Trustee to the subject It Works! business. The Trustee must, on behalf of the Trust, complete and execute a Distributor Agreement and meet the other requirements set forth in Section 3.30.
3.33 - Telemarketing Techniques
The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices. Both federal agencies (as well as a number of states) have ‘do not call’ regulations as part of their telemarketing laws. Although It Works! does not consider Distributors to be ‘telemarketers’ in the traditional sense of the word, these government regulations broadly define the term ‘telemarketer’ and ‘telemarketing’ so that your inadvertent action of calling someone whose telephone number is listed on the National Do Not Call Registry could cause you to violate the law. Moreover, these regulations must not be taken lightly as they carry significant penalties (up to $16,000 per violation).
Therefore, Distributors must not engage in telemarketing in the operation of their It Works! businesses. The term ‘telemarketing’ means the placing of one or more telephone calls to an individual or entity to induce the purchase of an It Works! product or service or to recruit them for the It Works! opportunity. ‘Cold calls’ made to prospective customers or Distributors that promote either It Works’ products or services or the It Works! opportunity constitute telemarketing and are prohibited. However, a telephone call(s) placed to a prospective Customer or Distributor (a ‘prospect’) is permissible under the following situations:
a) If the Distributor has an established business relationship with the prospect. An ‘established business relationship’ is a relationship between a Distributor and a prospect based on the prospect’s purchase, rental, or lease of goods or services from the Distributor, or a financial transaction between the prospect and the Distributor, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect's purchase of a product or service.
b) The prospect’s personal inquiry or application regarding a product or service offered by the Distributor, within the three (3) months immediately preceding the date of such a call.
c) If the Distributor receives written and signed permission from the prospect authorizing the Distributor to call. The authorization must specify the telephone number(s) which the Distributor is authorized to call.
d) You may call family members, personal friends, and acquaintances. An ‘acquaintance’ is someone with whom you have at least a recent first-hand relationship within the preceding three months. Bear in mind, however, that if you engage in ‘card collecting’ with everyone you meet and subsequently call them, the FTC may consider this a form of telemarketing that is not subject to this exemption. Thus, if you engage in calling ‘acquaintances,’ you must make such calls on an occasional basis only and not make this a routine practice.
e) In addition, Distributors shall not use automatic telephone dialing systems relative to the operation of their It Works! businesses. The term ‘automatic telephone dialing system’ means equipment which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers.
It Works! makes online back office services available to its Distributors. Back office services provide Distributors access to confidential and proprietary information that may be used solely and exclusively to promote the development of a Distributor’s It Works! business and to increase sales of It Works! products. However, access to a back office is a privilege, and not a right. It Works! reserves the right to deny Distributors’ access to the back office at its sole discretion.
SECTION 4 - RESPONSIBILITIES OF DISTRIBUTORS
4.1 - Change of Contact Information
To ensure timely delivery of products, support materials, and commission payments, it is critically important that the It Works! files are current. Street addresses are required for shipping. Distributors planning to move should update their mailing address, email address and telephone number information via the back office function of the Distributor’s replicated It Works! website. To guarantee proper delivery, two weeks advance notice must be provided to It Works! on all changes.
4.2 - Continuing Development Obligations
Any Distributor who enrolls another Distributor into It Works! must perform a bona fide assistance and training function to ensure that their Marketing Organization is properly operating their It Works! business. Distributors must have ongoing contact and communication with the Distributors in their Marketing Organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of downline Distributors to It Works! meetings, training sessions, and other functions. Upline Distributors are also responsible to motivate and train new Distributors in It Works! product knowledge, effective sales techniques, the It Works! Compensation Plan, and compliance with Company Policies and Procedures. Communication with and the training of downline Distributors must not, however, violate Section 3.2 (regarding the development of Distributor-produced sales aids and promotional materials). Any Distributor hosting organizational training calls must do so at times that does not conflict with Company corporate training or informational calls. These corporate calls are presented to allow Distributors to gain information and knowledge about the Company, the products, sales tips, Policies and Procedures and business building and are integral to the development and success of the Distributor’s business.
Distributors should monitor the Distributors in their Marketing Organizations to guard against downline Distributors making improper product or business claims or engaging in any illegal or inappropriate conduct.
4.2.2 - Increased Training Responsibilities
As Distributors progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of the It Works! program. They will be called upon to share this knowledge with lesser experienced Distributors within their organization.
4.2.3 - Ongoing Sales Responsibilities
Regardless of their level of achievement, Distributors have an ongoing obligation to continue to promote sales through the generation of new customers and through servicing their existing customers.
4.2.4 - Residual Income
4.3 - Non-Disparagement
The Company wants to provide customers and Distributors with the best products, and Distributors with the best Compensation Plan, and service in the industry. Accordingly, we value constructive criticisms and comments. All such comments should be submitted in writing to the Compliance Department. While the Company welcomes constructive input, negative comments and remarks made in the field by Distributors about the Company, its products, the Compensation Plan or other Distributors serve no purpose other than to sour the enthusiasm of other Company Distributors. For this reason, and to set the proper example for their Marketing Organization, Distributors must not disparage, demean, or make negative remarks about Company, other Company Distributors, Company products, the Compensation Plan, or Company directors, officers, or employees.
4.4 - Providing Documentation to Applicants
4.5 - General Conduct
Distributors must not engage in any activity outside of their It Works! business that may, in It Works!’ discretion, damage It Works! reputation or community standing. Therefore, It Works! reserves the right to cancel any Distributor’s Agreement and independent business if the Distributor is convicted of, or pleads no contest to, any charge, or finding of liability, for any act or omission involving a claim of fraud, physical or sexual misconduct, theft, use, sales or distribution of a controlled substance, or any other act or omission that involves moral turpitude or a criminal felony.
4.6 - Reporting Policy Violations
Distributors observing a Policy violation by another Distributor should submit a written report of the violation directly to the attention of the Company Compliance Department via email at compliance@itworks.com or submission through the Compliance reporting link Compliance.itworks.com. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.
4.7 - Vendor Confidentiality/Communications
It Works!’ business relationships with its marketing alliances, vendors, suppliers, Company associates or former employees within or outside the corporate workplace are confidential, proprietary, and not to be circumvented by either the Distributor or the vendor. A Distributor shall not contact, directly or indirectly, or speak to or communicate with any representative of any supplier or manufacturer of Company except at a Company-sponsored event at which the representative is present at the request of Company or as otherwise expressly permitted in writing by Company. Violation of this regulation may result in termination of the Distributor and possible claims of damages against the Distributor and/or the vendor. Questions regarding any of these business relationships should be directed to the Compliance Department.
SECTION 5 - SALES REQUIREMENTS
5.1 - Product Sales
The It Works! Compensation Plan is based on the sale of Company products and services to end consumers. Distributors must fulfill personal and retail sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions, and advancement to higher levels of achievement. The following sales requirements must be satisfied for Distributors to be eligible for commissions:
a) Distributors must satisfy the Personal Sales Volume and Group Sales Volume requirements to fulfill the requirements associated with their rank as specified in the It Works! Compensation Plan. Personal Sales Volume includes purchases made by the Distributor and purchases made by the Distributor’s personal Customers. Group Sales Volume shall include the total sales volume of all Distributors in their Marketing Organization, including the Distributor’s Personal Sales Volume.
b) It is recommended that at least 70% of a Distributor’s total monthly Personal Sales Volume be sold to personal customers.
No compensation is ever paid to Distributors based upon enrolling or recruiting Distributors without product sales.
5.2 - No Territory Restrictions
There are no exclusive territories granted to anyone. No franchise fees are required.
All Distributors must provide their Retail Customers with two (2) copies of an It Works! sales receipt at the time of the sale. These receipts set forth the consumer protection rights afforded by federal or state law. Distributors must maintain all Retail sales receipts for a period of two (2) years and furnish them to the Company at the Company’s request. Records documenting the purchases of Distributors’ Direct Customers must be maintained by Distributors. In addition, Distributors must orally inform the buyer of their cancellation rights.
5.4 - Product Repackaging, Rebranding and Sampling Prohibited
The Company’s products may not be rebranded, resold, or repackaged in any way. All products must be sold and displayed using Company trademarks. For example, the Skinny Wrap® may not be sold or marketed under any other name. No Distributor shall in any way alter, change, or remove the label, packaging or instructions intended by Company to accompany any product. No sampling programs are allowed other than through Company-approved packaging. Providing Company products at parties for testing purposes is exempt from this prohibition.
All products shall be purchased exclusively from the Company. A Distributor is prohibited from reselling products that have been purchased from another Distributor.
SECTION 6 - BONUSES AND COMMISSIONS
6.1 - Bonus and Commission Qualifications
A Distributor must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as a Distributor complies with the terms of the Agreement, It Works! shall pay commissions to such Distributor in accordance with the Compensation Plan in US Dollars. To be commission qualified on a monthly basis, a Distributor must either maintain 150 PBV or run an optional minimum 80 BV autoshipment no later than the 25th of the month; alternatively, a Distributor can be commission qualified by purchasing a Business Builder Kit during the month they join the Company. The minimum amount for which It Works! will issue a payment is $15. If a Distributor’s bonuses and commissions do not equal or exceed $15, the Company will accrue the commissions and bonuses until they total $15. A payment will be issued once $15 has been accrued or upon the non-renewal of the Distributor Account.
6.1.1 - Deadlines for Qualifications
The following order deadlines apply for purposes of qualifying for compensation and /or rank in each pay cycle:
Online Orders: 11:59 pm CT on the final day of the month.
Faxed Orders: 1:00 pm CT on the final business day of the month.
Phone Orders: 5:00 pm CT on the final business day of the month.
The Company is not responsible for orders placed after published deadlines and will not alter order data to accommodate Distributors who do not meet the deadlines or make mistakes on their orders. We encourage Distributors to qualify early and to have back office services so they can track their business. It is the Distributor’s responsibility to make sure they are qualified. Corrections to mistakes must be made before the end of the month.
Accounts that are in “Hold” status at the time of the commission processing will be sent with the next commission run following the release of the “Hold” status. Commission “Holds” occur primarily due to violation(s) of the terms of the Distributor Agreement. If a Distributor fails to resolve the issue(s) that led to the commission “Hold” within three (3) months of the “Hold” being placed on the account, the Distributor forfeits any commissions earned and the Distributorship is cancelled.
6.1.2 - Commission Payments
All commissions and bonuses except for weekly Fast Start Bonuses are paid monthly by the 15th day of the following month by 5:00 PM CT. Weekly Fast Start Bonuses are paid based upon a Saturday to Friday weekly period with payment on the following Friday by 5:00 PM CT. No commission payments will be paid to Distributors whose distributorships have expired and were not renewed during the renewal period. Further, no commissions will be paid to or on Distributors who resign or are terminated from the Company during the commission period. All commissions and bonuses are paid via a Distributor’s It Works! Pay account. It Works! will deduct from all bonus and commission payments issued to a Distributor a data processing fee of $1. A Distributor’s It Works! Pay account is automatically created at the time of their first commission or bonus payment and an activation email is sent to the Distributor. The Distributor must activate their It Works! Pay account to receive commission payments. If a Distributor’s Agreement expires and is not renewed, the Distributor has ninety (90) days following expiration to complete the activation of their It Works! Pay account in order to receive any unpaid commissions or bonuses. If Distributor does not activate their It Works! Pay account within ninety (90) days of expiration of the Distributor’s Agreement, the Distributor forfeits any commissions earned.
6.2 - Adjustment to Bonuses and Commissions
6.2.1 - Adjustments for Returned Products and Cancelled Services
Distributors receive bonuses and commissions based on the actual sales of products and services to end consumers. When a product is returned to It Works! for a refund, or a service is cancelled and the Customer is entitled to a refund, either of the following may occur at the Company’s discretion: (1) the bonuses and commissions attributable to the returned product or the refunded service will be deducted, in the month in which the refund is given and continuing every pay period thereafter until the bonuses and commissions are recovered, from the Distributors who received bonuses and commissions on the sales of the refunded product or cancelled service; or (2) the Distributors who earned commissions or bonuses based on the sale of the returned product or cancelled service will have the corresponding points deducted from their Group Volume in the next month and all subsequent months until such points are completely recovered.
All information provided by It Works! including, but not limited to, Personal and Group Sales Volume (or any part thereof), and downline sponsoring activity is believed to be accurate and reliable. Nevertheless, due to various factors including, but not limited to, the inherent possibility of human and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments; returned products; credit card and electronic check chargebacks; the information is not guaranteed by It Works! or any persons creating or transmitting the information.
ALL PERSONAL AND GROUP SALES VOLUME INFORMATION IS PROVIDED ‘AS IS’ WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR, BUT WITHOUT LIMITATION, THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON‑INFRINGEMENT.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IT WORKS! AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY DISTRIBUTOR OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND GROUP SALES VOLUME INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES, OR COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF IT WORKS! OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IT WORKS! OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.
Access to and use of It Works!’ online reporting services and your reliance upon such information is at your own risk. All such information is provided to you ‘as is’. If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to It Works!’ back office and your reliance upon the information.
b) Loyal Customers with more than one active account cannot be used multiple times for bonus qualifications or rewards programs.
c) Loyal Customers must be at least 18 years of age as our products are intended for use by adults only.
d) Product must be shipped to the Loyal Customer’s address.
e) Loyal Customers can purchase product for personal use only and cannot resell the product for any reason. Only Distributors are authorized to sell and advertise product. Loyal Customers found to be selling or advertising product will immediately have their rights to buy product terminated.
f) Distributors are responsible for the proper enrollment of Loyal Customers.
g) If a Distributor places a Loyal Customer with another Distributor, the original enrolling Distributor shall be considered the Enroller for all Compensation Plan purposes.
h) A Loyal Customer may not be a Distributor at the same time. If a Loyal Customer becomes a Distributor, then they are no longer considered a Loyal Customer.
i) If a Loyal Customer wishes to upgrade to a Distributor, the Loyal Customer must enroll under the same Distributor their Loyal Customer account is under.
SECTION 7 - PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE
Since our products produce different results for different people, we do not guarantee specific results. All refunds and returns will be subject to the It Works! Refunds and Returns Policy located at https://static.myitworks.com/legal/pdf/returnspolicy.pdf.
7.2 - Returns by Retail Customers
A Retail Customer who makes a purchase of $25 or more has three (3) business days (72 hours) after the sale or execution of a contract to cancel the order and receive a full refund consistent with the policies contained on the invoice. When a Distributor makes a sale or takes an order from a Retail Customer who cancels or requests a refund within the 72-hour period, the Distributor must promptly refund the Retail Customer's money as long as the products are returned to the Distributor in substantially as good condition as when received. Additionally, Distributors must orally inform Retail Customers of their right to rescind a purchase or an order within 72 hours and ensure that the date of the order or purchase is entered on the order form.
7.3 - Return of Inventory and Sales Aids by Distributors Upon Cancellation
Within sixty (60) days after cancellation of a Distributor’s Agreement, the Distributor may return their starter kit and any products and sales aids held in their possession for a refund. In order to receive a refund from Company pursuant to this policy, the following requirements must be met:
a) The items being returned must have been personally purchased by the Distributor from It Works! (purchases from other Distributors or third parties are not subject to refund);
b) The items must be in Resalable condition (see Definition of ‘Resalable’ in Section 11 below); and
c) The items must have been purchased from It Works! within one year prior to the date of cancellation, except in the states of Georgia, Louisiana, Maryland, Massachusetts, Wyoming, and the territory of Puerto Rico.
d) Distributors may only return product for Product Return Credit unless they are cancelling their Distributorship.
Upon receipt of a Resalable starter kit and/or Resalable products and sales aids, the Distributor will be reimbursed 90% of the net cost of the original purchase price(s). Shipping charges incurred by a Distributor when the items were purchased will not be refunded. If the purchases were made through a credit card or wallet, the refund will be credited back to the same account. If a Distributor was paid a bonus or commission based on a product that they purchased, and such product is subsequently returned for a refund, the commission that was paid to the Distributor based on that product purchase will be deducted from the amount of the refund.
A Montana resident may cancel their Distributor Agreement within 15 days from the date of enrollment and may return their starter kit and any products and sales tools, as long as they are in Resalable condition, purchased within this time period for a full refund.
7.4 - Procedures for All Returns
The following procedures apply to all returns for Product Return Credit, refund, repurchase, or exchange:
All merchandise must be returned by the Distributor or Customer who purchased it directly from It Works!.
If a Distributor is returning items to It Works! that was returned to him or her by a personal Retail Customer, the item must be received by It Works! within ten (10) days from the date on which the Retail Customer returned the merchandise to the Distributor and must be accompanied by the sales receipt the Distributor gave to the Retail Customer at the time of the sale.
All refunds and returns will be subject to the It Works! Refunds and Returns Policy located at https://static.myitworks.com/legal/pdf/returnspolicy.pdf. No Product Return Credit, refund or replacement of product will be made if the conditions of the It Works! Refunds and Returns Policy are not met.
SECTION 8 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
Violation of the Agreement, these Policies and Procedures, violation of any common law duty, including, but not limited to, any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Distributor that, in the sole discretion of the Company may damage its reputation or goodwill (such act or omission need not be related to the Distributor’s It Works! business), may result, at the Company discretion, in one or more of the following corrective measures:
a) Issuance of a written warning or admonition;
b) Requiring the Distributor to take immediate corrective measures;
c) Imposition of a fine in an amount to be determined by Company, which may be withheld from bonus and commission payments;
d) Loss of rights to one or more bonus and commission payments;
e) Company may withhold from a Distributor all or part of the Distributor’s bonuses and commissions during the period that Company is investigating any conduct allegedly in violation of the Agreement. If a Distributor’s business is canceled for disciplinary reasons, the Distributor will not be entitled to recover any commissions withheld during the investigation period;
f) Suspension of the individual’s Distributor Agreement for one or more pay periods;
g) Transfer of a portion or all of the Distributor’s marketing organization or downline;
h) Involuntary termination of the offender’s Distributor Agreement;
i) Any other measure expressly allowed within any provision of the Agreement or which It Works! deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Distributor’s policy violation or contractual breach;
j) Cancelation or suspension of a Distributor’s privilege of receiving access to their downline activity report; or
k) In situations deemed appropriate by Company, the Company may institute legal proceedings for monetary and/or equitable relief.
8.2 - Grievances and Complaints
When a Distributor has a grievance or complaint with another Distributor regarding any practice or conduct in relationship to their respective It Works! businesses, the complaining Distributor should first report the problem to their Enroller who should review the matter and try to resolve it with the other party's upline Enroller. If the matter involves interpretation or violation of Company policy, it must be reported in writing to the Compliance Department at the Company. The Compliance Department will review the facts and resolve it.
8.3 - Dispute Resolution Agreement
Any controversy, claim or dispute of whatever nature arising between a Distributor, on the one hand, and It Works! and/or the Related Parties (as defined below), on the other, including but not limited to those arising out of or relating to the Distributor Agreement, including these Policies and Procedures, or the breach thereof; the sale, purchase or use of the Products or sales kits; or the commercial, economic or other relationship of a Distributor and It Works! and/or the Related Parties (for purposes of this Dispute Resolution Agreement, each a “Party”), whether such claim is based on rights, privileges or interests recognized by or based upon statute, contract, tort, common law or otherwise (“Dispute”), and any Dispute as to the arbitrability of a matter under this provision, shall be settled through mediation or arbitration, as provided in this Section 8.3, except that the arbitrator(s) shall have no authority to determine that a mediation or arbitration may proceed on behalf of or against a class. The Parties understand and agree that if the arbitrator or arbitral panel awards any relief outside the authority set forth herein, any party may seek a review of the award in the exclusive jurisdiction and venue of the United States District Court for the Middle District of Florida in Manatee County or in state court in Manatee County, Florida.
For any Dispute involving $10,000 or more, prior to instituting any arbitration as provided below, a Party must submit the Dispute to JAMS for non-binding mediation by providing notice of such request to all other concerned Parties and providing such notice to JAMS. The Parties shall cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in promptly scheduling the mediation proceedings, and shall participate in good faith in the mediation either in person at a mutually acceptable time and place or by telephone or videoconference, in accordance with the then-prevailing JAMS’s mediation procedures and this Section, which shall control. Absent the mutual agreement of the Parties, any in-person mediation shall be held in Manatee County, Florida and shall last no more than two business days. Except as otherwise provided herein, or as otherwise required by law or statute, each party shall pay its own fees, costs, and individual expenses associated with conducting and attending the mediation.
Any Dispute not resolved in writing by negotiation or mediation shall be subject to and shall be settled exclusively by final, binding arbitration in Manatee County, Florida, in accordance with the then-prevailing Comprehensive Arbitration Rules of JAMS, unless the laws of the state or province in which the Distributor resides expressly require otherwise. The JAMS rules and procedures are available at jamsadr.com. Unless otherwise agreed by the parties, any mediator who mediated a Dispute between the Parties previously shall be disqualified from serving as an arbitrator in the case. To promote to the fullest extent reasonably possible a mutually amicable resolution of Disputes in a timely, efficient, and cost-effective manner, the Parties hereby waive their respective rights to trial by jury or any court.
Notwithstanding the rules of JAMS, the following will apply to all arbitration actions:
· The arbitration will be conducted in English with translators as necessary.
· The Federal Rules of Evidence will apply in all cases.
· The parties will be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure.
· The parties will be allotted equal time to present their respective cases, including cross-examinations.
· The decision of the arbitrator will be final and binding on the parties and may, if necessary, be reduced to a judgment in a court of law, except that a Party may choose to appeal certain arbitration awards as described below. Any motion or action to confirm, vacate, modify, or otherwise enter judgment on the award shall comply with Section 8.7.
In addition to the foregoing and notwithstanding the rules of JAMS, certain procedures will apply depending on the amount in controversy. For Disputes in which the amount in controversy is less than $1,000,000.00 (one million dollars), the following procedures will apply absent mutual agreement of the Parties to the contrary:
· The arbitration will occur within 180 days from the date on which the arbitrator is appointed and will last no more than five business days.
· There will be one arbitrator selected from the panel provided by JAMS, using the JAMS rules for arbitrator selection.
· The arbitrator shall institute discovery consistent with the goals of arbitration. Discovery and disclosure of information will be conducted under the rules provided by JAMS to achieve the usual goals of arbitration, including cost effective and efficient resolution of disputes between parties, but in no event shall the Parties be entitled to discovery rights greater than provided by the Federal Rules of Civil Procedure.
For Disputes in which the amount in controversy is equal to or exceeds $1,000,000.00, the following procedures will apply absent mutual agreement of the Parties to the contrary:
· The Parties will be entitled to, and limited by, all discovery rights permitted by the Federal Rules of Civil Procedure.
· The parties will be entitled to appeal any arbitration award to an Appeal Panel under JAMS Optional Arbitration Appeal Procedures. The parties agree to request oral argument for any appeal filed under the Optional Arbitration Appeal Procedures.
Except where an applicable law or statute provides otherwise, the arbitrator(s) will have no authority to award punitive damages and may not make any ruling, finding, or award that does not conform to the provisions of the Agreement.
NEITHER DISTRIBUTOR NOR IT WORKS! AGREES TO ANY MEDIATION OR ARBITRATION ON A CLASS BASIS, AND THE MEDIATOR AND ARBITRATOR(S) SHALL HAVE NO AUTHORITY TO PROCEED ON SUCH A BASIS. EXCEPT AS PROVIDED IN SECTION 8.6, A PARTY MAY ASSERT A CLAIM OR COUNTERCLAIM ONLY IN THAT PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE JAMS RULES, THE MEDIATOR AND ARBITRATOR(S) MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS PROCEEDING. UNDER THE PROCEDURES OUTLINED IN THIS SECTION, A MEDIATOR OR ARBITRATOR(S) SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO THE PROCEEDING.
In the event the prohibition on class arbitration is deemed invalid or unenforceable after exhaustion of all appeals of that issue, then, to the extent that class claims are asserted in a Dispute, such class claims shall be litigated in a state or federal court residing in Manatee County, Florida.
The Parties agree that the Company has valuable trade secrets and proprietary and Confidential Information. The Parties agree to take all necessary steps to protect from public disclosure such trade secrets and proprietary and Confidential Information.
Except as provided below, no Party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute until such matter has been submitted and determined as provided here, and then only for the enforcement of such arbitration award. Notwithstanding this mediation and arbitration policy, either party may apply to a court of competent jurisdiction as necessary to enforce an arbitration award, or to seek a temporary restraining order or preliminary injunction to ensure that the relief sought in arbitration is not rendered ineffectual during the pendency of, or after the rendition of, a decision in any arbitration proceeding. The institution of any action shall not constitute a waiver of the right or obligation of any party to submit any claim seeking relief other than injunctive or enforcement relief to arbitration. Further, any Party seeking to enforce an award of an arbitrator(s) shall submit the award under seal to maintain protections of confidential information, and the Parties hereby agree and consent to the filing of such a submission, motion, or order under seal.
Although the Distributor Agreement is made and entered into between a Distributor and It Works!, the Company’s affiliates, owners, members, managers, directors, and employees (“Related Parties”) are intended third party beneficiaries of the Distributor Agreement for purposes of the provisions of the Distributor Agreement referring specifically to them, including the Dispute Resolution Agreement in this Section 8.3. The Parties acknowledge that nothing contained herein is intended to create any involvement by, responsibility of, or liability for, the Related Parties with respect to any dealings between a Distributor and It Works!, and the Parties further acknowledge that nothing contained herein shall be argued by either of them to constitute any waiver by the Related Parties of any defense which Related Parties may otherwise have concerning whether they can properly be made a party to any Dispute between the other Parties.
Distributors agree to indemnify It Works! for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature (collectively “Losses”) that It Works! incurs resulting from or relating to any act or omission by Distributor that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement, irrespective of whether such losses arise from a Dispute or other first-party claim between the Distributor and It Works! or any claim, demand, lawsuit, or other dispute between It Works! and a third party. It Works! may elect to exercise its indemnification rights through withholding any compensation due the Distributor. This right of setoff shall not constitute It Works!’ exclusive means of recovering or collecting funds due It Works! pursuant to its right to indemnification.
8.5 - Liquidated Damages
Unless otherwise required by law or statute, in any case which arises from or relates to the wrongful termination of Distributor’s Agreement and/or independent business, the parties agree that damages will be extremely difficult to ascertain. Therefore, the parties stipulate that if the involuntary termination of a Distributor’s Agreement and/or loss of their independent business held to be wrongful under any theory of law, Distributor’s sole remedy shall be liquidated damages calculated as follows:
· For Distributors at the Active Rank of Distributor through Emerald, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to It Works!’ Compensation Plan in the twelve (12) months immediately preceding the termination.
· For Distributors at the Active Rank of Diamond through Triple Diamond, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to It Works!’ Compensation Plan in the eighteen (18) months immediately preceding the termination.
· For Distributors at the Active Rank of Presidential Diamond through Black Diamond, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to It Works!’ Compensation Plan in the twenty-four (24) months immediately preceding the termination.
Gross compensation shall include commissions and bonuses earned by the Distributor pursuant to It Works!’ Compensation Plan as well as retail profits earned by Distributor for the sale of It Works! merchandise. However, retail profits must be substantiated by providing the Company with true and accurate copies of fully and properly completed retail receipts provided by Distributor to Customers at the time of the sale.
The Parties agree that the foregoing liquidated damage schedule is fair and reasonable.
A Distributor’s “Paid As” rank is the rank or title at which they actually qualified to earn compensation under the It Works! Compensation Plan during a pay-period. For purposes of this Policy, the relevant pay-period to determine a Distributor’s “Paid As” rank is the pay-period during which the Distributor’s business is placed on suspension or terminated, whichever occurs first. The “Paid As” rank differs from the “Title Rank,” which is the highest title or rank that a Distributor has ever achieved under the It Works! Compensation Plan.
IT WORKS! AND THE DISTRIBUTOR AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING, WITHOUT LIMITATION, FEDERAL OR STATE CLASS ACTIONS OR CLASS ARBITRATIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ANY PARTY MAY BRING DISPUTES PURSUANT TO A STATUTE PROVIDING A RIGHT TO BRING REPRESENTATIVE ACTIONS THAT MAY NOT BE WAIVED BY CONTRACT, PROVIDED, HOWEVER, THAT SUCH CLAIMS SHALL BE EXEMPT FROM THE AGREEMENT TO ARBITRATE AND THE WAIVER ON REPRESENTATIVE ACTIONS AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHALL BE BROUGHT IN THE EXCLUSIVE JURISDICTION OF A STATE OR FEDERAL COURT RESIDING IN MANATEE COUNTY, FLORIDA.
8.7 - Governing Law, Jurisdiction and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Manatee County, State of Florida. The Agreement is to be construed in accordance with and governed by the laws of Florida, without regard to its choice of law principles, except that, as applicable, the Federal Arbitration Act shall govern the Agreement without giving effect to any state law to the contrary. Notwithstanding anything to the contrary herein, residents of the State of Louisiana shall be entitled to pursue resolution of Disputes in their home forum and pursuant to Louisiana law, to the extent allowed or required under Louisiana law. For such Disputes brought in Louisiana, to the extent allowed by Louisiana law, all other terms of this Dispute Resolution Agreement shall apply to such Dispute.
SECTION 9 - PAYMENT AND SHIPPING
Unless a Distributor first contacts the Company regarding the disputed charge, any Distributor or Customer who issues a chargeback is subject to termination. Distributors must work out returns with Customer Service according to the Company return policy. A $50 fee will be issued to any Distributor who issues a chargeback, and the Company will not refund BV or commissions on any chargebacks regardless of the outcome.
9.2 - Restrictions on Third Party Use of Credit Cards and Alternative Payment Methods
A Distributor shall not permit other Distributors or Customers to use their credit card or wallet, or permit debits to their checking accounts, to enroll or to make purchases from the Company. Distributors or customers are not permitted to use a payment method to enroll themselves or make purchases from the Company that does not belong to them.
It Works! will collect and remit sales taxes on behalf of Distributors, based on the sale price of the products, according to applicable tax rates in the state or province to which the shipment is destined. Any distributors purchasing products at wholesale pricing and selling them at a higher price will be responsible for reporting and remitting any applicable state and local sales tax due. If a Distributor has submitted, and Company has accepted, a current Uniform Sales and Use Tax Exemption Certificate and Sales Tax Registration License, sales taxes will not be added to the invoice and the responsibility of collecting and remitting sales taxes to the appropriate authorities shall be on the Distributor. Exemption from the payment of sales tax is applicable only to orders which are shipped to a state for which the proper tax exemption papers have been filed and accepted. Applicable sales taxes will be charged on orders that are drop-shipped to another state. Any sales tax exemption accepted by Company is not retroactive.
The Company will be responsible for the collection and remittance of all applicable California sales and use taxes on the sale price of the products purchased. We cannot accept resale certificates from Distributors unless they hold a California Sales and Use Tax Permit for selling other tangible personal property obtained from vendors who are not section 6015(b) retailers.
9.3.2 - New Mexico Gross Receipts Taxes
New Mexico state and local municipalities do not have a sales tax. Instead, they have a gross receipts tax. The gross receipts tax is imposed upon persons engaged in business in New Mexico. The gross receipts tax applies to all sales and bonus payments received.
Company Responsibility:
It Works! is required to pre-collect the state and local gross receipts tax on all sales of product shipped to an address in the state.
It Works! shall remit these taxes collected directly to the state of New Mexico on behalf of the Distributors.
Distributor Responsibility:
Distributors are required to collect the applicable gross receipts tax on their sales as a reimbursement for the tax pre-collected by Company.
The gross receipts tax also applies to bonus payments Distributors receive from It Works Marketing, Inc. As a Distributor, you are responsible to register with the state for a gross receipts license and pay the applicable tax on your bonus payments.
To register for a license please contact:
State of New Mexico
Taxation and Revenue Department
1100 S. Francis Dr.
Santa Fe, NM 87504-0630
Telephone: (505) 827-0700
SECTION 10 - INACTIVITY, RECLASSIFICATION, & CANCELLATION
So long as a Distributor remains active, is commission qualified and complies with the terms of the Distributor Agreement and these Policies and Procedures, It Works! shall pay commissions to such Distributor in accordance with the Compensation Plan. A Distributor’s bonuses and commissions constitute the entire consideration for the Distributor's efforts in generating sales and all activities related to generating sales (including building a Marketing Organization). Following a Distributor’s non-renewal of their Distributor Agreement, cancellation for inactivity, or voluntary or involuntary cancellation of their Distributor Agreement (all of these methods are collectively referred to as ‘cancellation’), the former Distributor shall have no right, title, claim or interest to the Marketing Organization which they operated, or any commission or bonus from the sales generated by the organization. A Distributor whose business is cancelled will lose all rights as a Distributor. This includes the right to sell It Works! products and services and the right to receive future commissions, bonuses, or other income resulting from the sales and other activities of the Distributor’s former Marketing Organization. In the event of cancellation, Distributors agree to waive all rights they may have, including, but not limited to, property rights to their former Marketing Organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of their former Marketing Organization.
Following a Distributor’s cancellation of their Distributor Agreement, the former Distributor shall not act as an It Works! Distributor and shall not have the right to sell It Works! products or services. A Distributor whose Distributor Agreement is canceled shall receive commissions and bonuses only for the last full pay period they were active and commission qualified prior to cancellation (less any amounts withheld during an investigation and resulting sanctions preceding an involuntary cancellation).
10.2 - Involuntary Cancellation
A Distributor’s violation of any of the terms of the Agreement, including any amendments that may be made by It Works! in its sole discretion, may result in any of the sanctions listed in Section 8.1, including the involuntary cancellation of their Distributor Agreement. Cancellation shall be effective on the date of which written notice is delivered to the Distributor), or to their attorney.
Company reserves the right to terminate all Distributor Agreements upon thirty (30) days written notice in the event that it elects to: (1) cease business operations; (2) dissolve as a corporate entity; or (3) terminate distribution of its products via direct selling.
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. The written notice must include the Distributor’s signature, printed name, address, and Distributor I.D. Number
A Distributor may also voluntarily cancel their Distributor Agreement by failing to renew the Agreement on its anniversary date. If a Distributor has an active Autoshipment, the Distributor’s Autoshipment shall continue unless the Distributor also specifically requests that their Autoshipment also be canceled.
10.5 - Revocation of Consent to Contract Electronically
If a Distributor who has consented to contract electronically revokes their consent, the Distributor’s Agreement shall be cancelled.
Active Distributor — A Distributor who satisfies the minimum Personal Sales Volume requirements, as set forth in the It Works! Compensation Plan, to ensure that they are eligible to receive bonuses and commissions for a particular month.
Active Rank — The term ‘active rank’ refers to the current paid title of a Distributor, as determined by the Company Compensation Plan, for any month. To be considered ‘active’ relative to a particular rank, a Distributor must meet the criteria set forth in the It Works! Compensation Plan for their respective rank. (See the definition of ‘Rank’ below.)
Agreement — The contract between the Company and each Distributor includes the Distributor Application, the It Works! Policies and Procedures, and the It Works! Compensation Plan, all in their current form and as amended by It Works! in its sole discretion. These documents are collectively referred to as the ‘Agreement.’
Basic Kit — A selection of electronic It Works! training materials and business support literature that each new Distributor is required to purchase, except in North Dakota, where the purchase is optional. The Basic Kit is sold to Distributors at the Company’s cost. No product purchase is required.
Cancel — The termination of a Distributor’s business. Cancellation may be either voluntary, involuntary, through non-renewal or inactivity.
Confidential Information – Information pertaining to the Company’s business that may be provided or made available to Distributors, whether in writing, electronically, orally, or in any other form, that is confidential, proprietary, and/or not generally available to the public, including but not limited to the Company’s trade secrets, intellectual property, identity and contact information of Distributors and Customers, and data included in Downline Activity Reports or through its back office services.
Downline Activity Report — A monthly online report generated by It Works! that provides critical data relating to the identities of Distributors, sales information, and enrollment activity of each Distributor’s Marketing Organization. This report contains confidential and trade secret information which is proprietary to It Works!.
Direct Sales — Direct selling, network marketing, or multi-level marketing ventures.
Downline Leg — Each one of the individuals enrolled immediately underneath you and their respective Marketing Organizations represents one ‘leg’ in your Marketing Organization.
Enroller— A Distributor who influences, solicits, or otherwise assists a new Distributor or Customer to join It Works!, and is listed as the Enroller on the Distributor or Customer Application.
Group Sales Volume — The commissionable value of It Works! products or services sold by a Distributor’s Marketing Organization. Group Sales Volume includes the Personal Sales Volume of the subject Distributor (Starter Kits and sales aids have no Sales Volume.) Also called Group Bonus Volume (GBV) in the Company Compensation Plan.
Immediate Household — Heads of household and dependent family members residing in the same house.
Level — The layers of downline Customers and Distributors in a particular Distributor’s Marketing Organization. This term refers to the relationship of a Distributor relative to a particular upline Distributor, determined by the number of Distributors between them who are related by sponsorship. For example, if A sponsors B, who sponsors C, who sponsors D, who sponsors E, then E is on A’s fourth level.
Loyal Customer — A Customer who receives preferential pricing by paying a Membership Fee.
Marketing Organization — The Customers and Distributors sponsored below a particular Distributor.
Personal Sales Volume (PSV) — The commissionable value or volume of services and products sold in a calendar month: (1) by the Company to a Distributor; and (2) by the Company to the Distributor’s personally enrolled Customers. Also called Personal Bonus Volume (PBV) in the Company Compensation Plan.
Rank — The ‘title’ that a Distributor has achieved pursuant to the It Works! Compensation Plan. Rank can either be paid-as rank or historic rank.
Recruit — For purposes of the Company Conflict of Interest Policy (Section 3.9), the term ‘recruit’ means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another It Works! Distributor or Customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. Except in California, the foregoing conduct constitutes recruiting even if the Distributor’s actions are in response to an inquiry by another Distributor or Customer.
Resalable — Products and Sales aids shall be deemed ‘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 merchandise at full price; 4) they are returned to It Works! within 60 days for starter Kits and 30 days for product from the date of purchase; and 5) the product contains current It Works! labeling. Any merchandise that is clearly identified at the time of sale as discontinued, or as a seasonal item, shall not be Resalable.
Retail Customer — An individual who purchases It Works! products but who is not a Loyal Customer or a Distributor.
Sponsor — The Distributor who is directly above you in the genealogy is your sponsor. This can be your Enroller or a Distributor under whom you have been placed.
Upline — This term refers to the Distributor or Distributors above a particular Distributor in a sponsorship line up to the Company. Conversely stated, it is the line of sponsors that links any particular Distributor to the Company.
It is your responsibility to safeguard and promote the good reputation of the It Works! brand; to ensure that your marketing efforts contribute to the public interest; and to avoid discourteous, deceptive, misleading, unethical or immoral conduct or practices.
If you use an It Works! logo in any communication, you must use the Independent Distributor version of the logo. Using any other It Works! logo requires written approval. Please see examples below:
Logo(s) Approved for Independent Distributor Use
Logos NOT Approved for Independent Distributor Use
You may not use It Works!® trade names, trademarks, designs, images or symbols without prior written permission, except as outlined in this Add. 3. Video or audio recordings of company events, training and/or speeches are also copyrighted and may not be distributed without written permission.
The name It Works!® is a trademark of It Works Marketing, Inc., is of great value to the Company, and is supplied to you for your use only in an authorized manner. Use of the It Works! name on any item not produced or authorized by the Company is prohibited.
As a Distributor you may use the It Works! name in the following manner:
Distributor’s Name
Independent Distributor, It Works!
or: It Works! Independent Distributor
Example:
Sarah Jones
Independent Distributor, It Works!
In accordance with 3.2.5 you are not allowed to use or register It Works! or any It Works! trademarks, product names, or any derivatives of for any social networking profiles or online aliases. Additionally, you cannot use or register domain names, e-mail addresses, and/or online aliases that could cause confusion, or be misleading or deceptive in that they cause individuals to believe or assume the communication is from, or is the property of, It Works!.
If you use the trademarks, trade names, service marks, copyrights, or intellectual property of any third party in any posting, it is your responsibility to ensure that you have received the proper license to use such intellectual property and have paid the appropriate license fee. All third-party intellectual property must be properly referenced as the property of the third-party, and you must adhere to any restrictions and conditions that the owner of the intellectual property places on the use of its property.
You may only advertise or promote your It Works! business using approved tools, templates, ads, or images acquired through your back office downloads. No approval is necessary to use these approved tools. Any designs or images in your back office downloads are exclusive property of the Company and are to be used strictly in the format provided. Unauthorized use of these designs and/or the images contained therein is a direct violation of the copyright laws and can lead to prosecution and/or termination of your Distributor account. (see Section 3.2, above)
If Independent Distributors are creating their own ads or marketing material, these must be submitted to the It Works! Compliance Department for approval before they may be used.
Any inquiries by press or the media, including blogs, radio, or television, are to be referred immediately to the Public Relations Department of the Company at pr@itworks.com. This policy is to assure accuracy and consistent public image. Additionally, you are not allowed to proactively contact the media or distribute any form of press release that includes information about It Works!, its products, or the opportunity without prior written approval from It Works!.
By entering into the Distributor Agreement, you authorize It Works! to use your name, testimonials, and/or likeness in It Works! advertising or promotional materials with no remuneration. Additionally, you consent to and authorize the use and reproduction of any photographs taken by or supplied to the Company, and further consent to the use and reproduction of any quotes, testimonials, stories, conversations on social networking media for any print or electronic publicity, marketing or promotional purposes, without remuneration.
Distributor Websites
Independent Distributors are allowed to advertise on the internet only through the It Works! provided replicated websites or as otherwise approved by the It Works! Compliance Department. Independent Distributors are allowed to put their own contact information on these sites as they directly link to the Company website, giving the Independent Distributor a professional and company-approved presence on the Internet. These replicated websites may be used by Independent Distributors. Without first receiving the Compliance Departments full review and approval, no Independent Distributor may design and/or utilize a website that uses the trademarked names, logos, or product descriptions of the Company. No Distributor may use ‘blind’ ads on the Internet that make product or income claims which are ultimately associated with Company products or the Company's Compensation Plan. You are solely responsible and liable for the content that you add to any Compliance approved or It Works! replicated website and must regularly review the content (every 30 days) to ensure it is accurate and relevant, and not does not make any drug, medical, misleading, or non-compliant claims.
All external websites must be submitted to the Compliance Department for initial review prior to being public/live, and any updates or changes to the website will need to be resubmitted to the Compliance Department for approval. Websites will need to be resubmitted for review on a yearly basis to make sure original content still meets current policy. External Distributor websites should not be confusingly similar to corporate websites and must prominently display the It Works! Independent Distributor logo. Until your external website is approved by the Compliance Department, you must use your It Works! replicated website only.
All product descriptions and prices must come directly from the corporate website/product information sheets. This information can be gathered when clicking on the product image linked to the corporate website and will always be current. No custom product or service descriptions or prices are allowed on Distributor created websites.
Each Distributor may only advertise products available in the Distributor’s home country on the external website. Information regarding other countries can be directed to the Distributor’s replicated website using the country drop down function. In countries outside of the Distributor’s home country, Distributors may purchase additional domain names that are directly linked to the Distributor replicated website in a specific country if they want country specific advertising.
No shopping carts are allowed on external websites – all sales must be directed to the replicated website for purchase and payment through It Works!.
Lead generation to collect contact information will be allowed provided there is no call center and orders are not taken over the phone, rather it must go through the normal process, i.e. Distributor’s replicated website or through their back office after collecting the appropriate prospective Distributor or Loyal Customer information on the signed form.
Google Ads cannot be misleading and must specifically state “Independent Distributor.” Distributors are prohibited from purchasing corporate trademarks in Google Ads or other similar search protocols.
Blog Sites
You are allowed one external blog to personalize your It Works! business and/or promote the opportunity. If you wish to develop an external blog you must do the following:
1. Submit for approval and register your blog with the It Works! Compliance Department. Blogs must be approved before going live. Approvals may take 2-4 weeks, depending on content.
2. Adhere to the branding and image usage policies described in this document.
3. Agree to modify your site to comply with current or future policies.
4. Agree to remove all references to It Works! from your registered site within 5 days, in
the event of the voluntary or involuntary cancellation of your Independent Distributor Agreement.
A blog developed on a blogging platform that is developed for the primary purpose of marketing or promoting It Works! products and/or the It Works! opportunity must be registered with the Compliance Department.
Blog Content
You are solely responsible and liable for your own blog content, messaging, claims, and information and must ensure that your blog appropriately represents and enhances the It Works! brand and adheres to company guidelines and policies. Additionally, your blog must not contain disingenuous popup ads or promotions or malicious code. All decisions and corrective actions are at the Company’s sole discretion.
It Works! Independent Distributor Image Mandate
To avoid confusion, the following three elements must be prominently displayed at the top of your registered blog:
1. The It Works! Independent Distributor Logo;
2. Your Name and the phrase ‘It Works! Independent Distributor’; and
3. Your Photo.
Although It Works! brand themes and images are desirable for consistency, anyone landing on your page needs to clearly understand that they are at an Independent Distributor’s site and not an It Works! Corporate site.
Blog Must Exclusively Promote It Works!
Your registered external blog must contain content and information that is exclusive to It Works!. You may not advertise other products or services other than the It Works! product line and the It Works! opportunity. Any site or profile you maintain that uses It Works!’ trademarks must exclusively promote It Works!.
You may not stock and sell It Works! products, nor may you develop an e-commerce environment that would facilitate this model. All orders must be placed through your official It Works! replicated website or back office. It is expressly against Company policy for a Distributor to accept PayPal, credit cards or other payment solutions for the purchase of Company product.
When directing readers to your replicated website, the link and surrounding context must expressly demonstrate to a reasonable reader that the link will be directed to the website of an Independent Distributor. Attempts to mislead web traffic into believing they are going to the It Works! corporate site, when in fact they land at an Independent Distributor’s replicated website, is not allowed. The determination as to what is misleading or what constitutes a reasonable reader will be at the Company’s sole discretion.
In the event of the voluntary or involuntary cancellation of your Independent Distributor Agreement, you are required to remove all references to It Works! within 5 days. Independent Distributors must discontinue using the company name and all of It Works!’ trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all ‘Social Media’ sites that you utilize. If you post on any ‘Social Media’ site on which you have previously identified yourself as an It Works! Independent Distributor, you must conspicuously disclose that you are no longer an It Works! Independent Distributor.
Online Advertising, Marketing and Promotion
‘Social Media’ and social bookmarking including, but not limited to, blogs, Facebook, Instagram, Twitter, LinkedIn, and others, may be used by Distributors. However, Independent Distributors who elect to use social media must adhere to the requirements set forth in this Addendum as well as other It Works! policies and the Terms and Conditions set forth in those particular social media websites.
Independent Distributors are personally responsible for their own postings and all other online activity conducted on behalf of the Independent Distributor’s business, and which can be traced back to the Company, and will be held fully responsible for any such activities. This applies even if an Independent Distributor does not own or operate a blog, website, or social network site. If an Independent Distributor posts any comment to any such site that relates to It Works! or which can be traced to the Company, the Independent Distributor is responsible for the posting. No claims as to therapeutic or curative properties about the products may be made except those officially approved in writing by the Company or as contained in the official Company literature. In particular, no Independent Distributor may make any claim that the Company products are useful in the treatment or cure of any disease. Such statements can be perceived as medical claims. Not only is this against Company policy, but it is also against the laws governed by the United States Food and Drug Administration.
You must disclose your full name on all social media postings and conspicuously identify yourself as an Independent Distributor for It Works!. Anonymous postings or use of an alias is prohibited.
It is your obligation to ensure your postings and other online marketing activities are truthful, are not deceptive and do not mislead customers or prospects in any way. Postings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the It Works! income opportunity, It Works! products and services, or your biographical information and credentials.
Always respect the privacy of others in your postings. Independent Distributors must not engage in gossip or advance rumors about any individual, company, or competitive products or services. Independent Distributors may not list the names of other individuals or entities on their postings unless they have the written permission of the individual or entity that is the subject of their posting.
You must ensure that your postings are truthful and accurate. This requires that you fact-check all material that you post online. You should also carefully check your postings for spelling, punctuation, and grammatical errors. Use of offensive language is prohibited.
While we are one team with one mission, our Distributors are independent contractors and not employees of It Works!. Any religious, political or other personal views or opinions made by Distributors are not necessarily representative of It Works!. If you believe an offensive comment appears to come from the Company, its Distributors or involves Company products, then please contact the Compliance Department at compliance@itworks.com. We encourage our Distributors to uphold the highest level of standards and to be kind to one another. If the matter is a violation of the law please contact the local authorities for proper assistance.
Independent Distributors may not make in conjunction with the It Works! company, business or products any comments or link to any posting or other material that:
Do not converse with one who places a negative post against you, other Independent Distributors, or It Works!. Report negative posts to the Compliance Department. Responding to such negative posts often simply fuels discussions with those who do not hold themselves to the same high standards as It Works! and therefore damages the reputation and goodwill of the Company.
Internet Advertising / Awareness Generation
You or another party acting on your behalf may not use online classifieds to advertise, list, sell or retail the It Works! product line or opportunity. This includes but is not limited to Craigslist, Kijiji, Facebook Buy Sell Swap pages or other garage sale type sites or any other online classified websites.
You or another party acting on your behalf may not use online auctions to advertise, list, sell or retail the It Works! product line or opportunity. You may not list or sell It Works! products on eBay or other online auctions, nor may you enlist or allow a third party (Customer) to sell It Works! products on eBay or other online auctions.
You may not list or sell It Works! products on any online retail store or e-commerce site, nor may you enlist or allow a third party (Customer) to sell It Works! products on any online retail store or e-commerce site.
Distributors should only be advertising and using Company sponsored promotions or sales. Distributors are prohibited from offering their own promotions or discounts to prospective Distributors or Customers that would create an unfair advantage.
You may place banner advertisements on a website provided you use It Works!-approved templates and images. All banner advertisements must link to your replicated website or an It Works!-approved website. You may not use blind ads or web pages that make product or income claims that are ultimately associated with It Works! products or the It Works! opportunity.
You are not allowed to transmit mass, unsolicited emails to promote It Works!, its products or the business opportunity to people whom you do not know or who have not given you permission to contact them. People who are ‘opt-in’ subscribers, who have initiated a request to be included in bulk e-mailing, newsletter, or other standardized communications from you, are allowed. Review Section 3.2.8 of the Policies and Procedures, for a comprehensive discussion of the Company Policies regarding Mass emailing.
Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums and is not allowed. This includes blog spamming, blog comment spamming or spamdexing. Any comments you make on blogs, forums, guest books etc. must be unique, informative and relevant. You may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments you create or leave must be useful, unique, relevant and specific to the blog’s article.
We encourage Distributors to view, like, comment, and share content provided to you from our corporate Facebook fan page: www.facebook.com/TheOfficialItWorks. However, Distributors are prohibited from posting their website link, phone number, or Facebook fan page URL on our corporate It Works! social media pages. Our goal is to keep the It Works! social media pages a friendly environment for all potential customers, current customers, and Distributors. Posting your fan page link or website URL will result in your post being marked as "spam" and could result in losing access to the It Works! fan page.
You may use social networking sites (Facebook, Twitter, LinkedIn, blogs, forums and other socially shared interest sites) to share information about the It Works! products and opportunity, and for prospecting and sponsoring, based upon the It Works! marketing model; however, these sites may not be used to sell or facilitate the transfer of products. All sales must go through an It Works!-approved site.
Profiles you generate in any social community where you mention or discuss It Works! must clearly identify you as an Independent Distributor, include your photo as your main profile picture, and when you participate in those communities, you must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at the Company’s sole discretion and offending Independent Distributors will be subject to disciplinary action up to and including termination. If fan pages or groups are created and you wish to use It Works! in the title, it must include Independent Distributor and your full name. You will also need to include your picture and/or the Independent Distributor logo as the profile picture. Product names or product claims may not be used as titles. Banner ads and images used on these sites must be current and be your own photo or come from the downloads section of your back office. Distributors are not approved to use corporate images or logos on such sites unless found in the back office downloads. If a link is provided, it must link to your replicated website or an It Works!-approved site. Any claims made through social network posting must conform to all current corporate-provided advertising/marketing material. If requested, you must add It Works! Compliance as a group member.
All video content must be submitted and approved by our Compliance Department prior to posting. Approvals can take 2-4 weeks for a response, depending on content. These submissions must clearly identify you as an Independent Distributor (either in the content itself and/or in the content description tag), must comply with all advertising policies, copyright/legal requirements, and must state that you are solely responsible for this content and not It Works!. You may not upload, submit, or publish any content (video, audio, presentations, or any computer files) received from It Works! or captured at official corporate events or in buildings owned or operated by It Works! without prior written permission from the It Works! Compliance Department.
Sponsored links or pay-per-click ads (PPC) are acceptable. The destination URL must be to either your replicated website or an It Works!-approved site. The display URL must also be to either your replicated website or an It Works!-approved site, and must not portray any URL that could lead the user to assume they are being led to an It Works! corporate site or be inappropriate or misleading in any way.
Websites and web promotion activities and tactics that mislead or are deceptive, regardless of intent, will not be allowed. This may include spam linking (or blog spam), unethical search engine optimization (SEO) tactics, misleading click-through ads (i.e., having the display URL of a PPC campaign appear to link to an official It Works! corporate site when it goes elsewhere), unapproved banner ads, and unauthorized press releases. It Works! will be the sole determinant of truthfulness and whether specific activities are misleading or deceptive.