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      BTNChangeCulture
       
       
      Policies & Procedures
       
       
      Regeneca Worldwide

      STATEMENT OF POLICIES
      and
      PROCEDURES
      Effective January 1st, 2016

      TABLE OF CONTENTS

      SECTION 1 - INTRODUCTION1
      1.1 - POLICIES AND COMPENSATION PLAN INCORPORATED INTO DISTRIBUTOR AGREEMENT1
      1.2 - CHANGES TO THE AGREEMENT1
      1.3 - POLICIES AND PROVISIONS SEVERABLE1
      1.4 - WAIVER1
      SECTION 2 - WORKING WITH REGENECA1
      2.1 - REQUIREMENTS TO BECOME A DISTRIBUTOR1
      2.2 - DISTRIBUTOR BENEFITS2
      2.3 - TERM AND OF YOUR REGENECA BUSINESS2
      SECTION 3 - OPERATING A REGENECA BUSINESS2
      3.1 - ADHERENCE TO THE REGENECA MARKETING AND COMPENSATION PLAN2
      3.2 - ADVERTISING3
      3.2.1 - General3
      3.2.2 - Distributor Web Sites3
      3.2.3 - Trademarks and Copyrights3
      3.2.4 - Media and Media Inquiries3
      3.2.5 - Unsolicited Email3
      3.2.6 - Unsolicited Faxes4
      3.2.7 - Telephone Book Listings4
      3.3 - BUSINESS ENTITIES4
      3.4 - CHANGE OF SPONSOR5
      3.4.1 - Income Claims5
      3.5 - COMMERCIAL OUTLETS6
      3.6 - CONFLICTS OF INTEREST6
      3.6.1 - Nonsolicitation6
      3.6.2 - Sale of Competing Goods or Services6
      3.6.3 - Distributor Participation in Other Direct Selling Programs7
      3.6.4 - Downline Activity (Genealogy) Reports7
      3.7 - Errors or Questions7
      3.8 - GOVERNMENTAL APPROVAL OR ENDORSEMENT8
      3.9 - HOLDING APPLICATIONS OR ORDERS8
      3.10 - INDEPENDENT CONTRACTOR STATUS8
      3.11 - INTERNATIONAL MARKETING8
      3.12 - EXCESS PRODUCT PURCHASES AND BONUS BUYING8
      3.13 - ADHERENCE TO LAWS AND ORDINANCES9
      3.14 - ONE REGENECA BUSINESS PER PERSON9
      3.15 - ROLL-UP OF MARKETING ORGANIZATION9
      3.16 - SALE, TRANSFER OR ASSIGNMENT OF REGENECA BUSINESS9
      3.17 - SEPARATION OF A REGENECA BUSINESS10
      3.18 - SPONSORING ONLINE11
      3.19 - SUCCESSION11
      3.19.1 - Transfer Upon Death of a Distributor12
      3.19.2 - Transfer Upon Incapacitation of a Distributor12
      3.20 - TELEMARKETING TECHNIQUES12
      3.21 - BACK OFFICE ACCESS13
      3.22 - SEVENTY PERCENT (70%) RULE13
      3.23 - PRODUCT POINTS13
      SECTION 4 - RESPONSIBILITIES OF DISTRIBUTORS14
      4.1 - CHANGE OF ADDRESS, TELEPHONE AND E-MAIL ADDRESSES14
      4.2 - CONTINUING DEVELOPMENT OBLIGATIONS14
      4.2.1 - Ongoing Training14
      4.2.2 - Increased Training Responsibilities14
      4.2.3 - Ongoing Sales Responsibilities14
      4.3 - NONDISPARAGEMENT14
      SECTION 5 - VOLUME REQUIREMENTS15
      5.1 - PRODUCT SALES15
      5.2 - NO TERRITORY RESTRICTIONS15
      5.3 - RECEIPTS16
      SECTION 6 - BONUSES AND COMMISSIONS16
      6.1 - BONUS AND COMMISSION QUALIFICATIONS16
      6.2 - ADJUSTMENTS TO BONUSES AND COMMISSIONS16
      6.3 - REPORTS16
      SECTION 7 - PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE17
      7.1 - PRODUCT GUARANTEE17
      7.2 - RETURN OF SALES AIDS/INVENTORY BY DISTRIBUTORS UPON CANCELLATION18
      7.2.1 - Montana Residents18
      7.3 - PROCEDURES FOR ALL RETURNSERROR! BOOKMARK NOT DEFINED.
      SECTION 8 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS18
      8.1 - DISCIPLINARY SANCTIONS18
      8.2 - ARBITRATION19
      8.3 - GOVERNING LAW, JURISDICTION AND VENUE19
      SECTION 9 - PAYMENT AND SHIPPING20
      9.1 - RETURNED CHECKS20
      9.2 - SALES TAXES20
      SECTION 10 - INACTIVITY, RECLASSIFICATION AND CANCELLATION20
      10.1 - EFFECT OF CANCELLATION20
      10.2 - INVOLUNTARY CANCELLATION20
      10.3 - VOLUNTARY CANCELLATION21
      10.4 - NON-RENEWAL21

       
      SECTION 1 - INTRODUCTION

      1.1 - Policies and Compensation Plan Incorporated into Distributor Agreement
      These Policies and Procedures, in their present form and as amended at the sole dis-cretion of Regeneca Worldwide (hereafter “Regeneca” or the “Company”), are incorpo-rated into, and form an integral part of, Regeneca’s Distributor Agreement.  Throughout these Policies & Procedures, when the term “Agreement” is used, it collectively refers to Regeneca’s Distributor Application and Agreement, these Policies and Procedures, and Regeneca’s Marketing and Compensation Plan. These documents are incorporated by ref-erence into Regeneca’s Distributor Agreement (all in their current form and as amended by Regeneca).  

      1.2 - Changes to the Agreement 
      Regeneca reserves the right to amend the Agreement and its prices in its sole and ab-solute discretion.  By agreeing to participate as a Regeneca Distributor, the Distributor agrees to abide by all amendments or modifications that Regeneca elects to make. Amendments shall be effective thirty (30) days after publication of notice that the Agreement has been modified.  Notification of amendments shall be published by one or more of the following methods: (1) posting on the Company’s official Web site; (2) elec-tronic mail (e-mail); (3) inclusion in Company periodicals or (4) special mailings.  The con-tinuation of a Distributor’s Regeneca business or a Distributor’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

      1.3 - 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 of the provision shall be severed and the remaining terms and provisions shall remain in full force and ef-fect.  The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.

      1.4 - Waiver  
       The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business.  No failure of Regene-ca to exercise any right or power under the Agreement or to insist upon strict compliance by a Distributor with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of Regeneca’s right to demand exact compliance with the Agreement.  The exist-ence of any claim or cause of action of a Distributor against Regeneca shall not constitute a defense to Regeneca’s enforcement of any term or provision of the Agreement. 

      SECTION 2 - WORKING WITH REGENECA 

      2.1 - Requirements to Become a Distributor
      To become a Regeneca Distributor, each applicant must:

      Be of the age of majority in his or her state of residence; 
      Reside in the United States or a country that Regeneca has officially announced is open for business;
      Have a valid Social Security or Federal Tax ID number; 
      Submit a properly completed Distributor Application and Agreement to Regeneca or enroll as a Distributor on any valid Company Website (e.g.: www.regeneca.com).

      2.2 -  Distributor Benefits 
      Once a Distributor Application and Agreement has been accepted by Regeneca the benefits of the Marketing and Compensation Plan and the Distributor Agreement are available to the new Distributor.  These benefits include the right to:

      Market Regeneca products and/or services; 
      Participate in the Regeneca Marketing and Compensation Plan (receive bonuses and commissions, if eligible); 
      Sponsor other individuals as Distributors into the Regeneca business and thereby, build a marketing organization and progress through the Regeneca Marketing and Compensation Plan; 
      Receive periodic Regeneca literature and other Regeneca communications; 
      Participate in Regeneca -sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and 
      Participate in promotional and incentive contests and programs sponsored by Re-geneca for its Distributors.

      2.3 - Term of Your Regeneca Business
      The term of the Distributor Agreement is one (1) year from the date of its acceptance by Regeneca.  Distributors must pay an annual technology fee on or before the anniver-sary date of their Distributor Agreement.  If the annual technology fee is not paid within ninety (90) days after the expiration of the current term of the Distributor Agreement, the Distributor Agreement will be canceled and your account will be terminated. 

      SECTION 3 - OPERATING A REGENECA BUSINESS

      3.1 - Adherence to the Regeneca Marketing and Compensation Plan
      Distributors must adhere to the terms of Regeneca’s Marketing and Compensation Plan as set forth in official Regeneca literature.  Distributors shall not offer Regeneca’s opportunity through, or in combination with, any other system, program or method of marketing other than that specifically set forth in official Regeneca literature.  Distribu-tors shall not require or encourage other current or prospective Customers or Distributors to execute any agreement or contract other than official Regeneca agreements and con-tracts in order to become a Regeneca 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 Regeneca’s Marketing and Compensation Plan other than those purchases or payments identified as recom-mended or required in official Regeneca literature.

      3.2 - Advertising
      3.2.1 - General
      All Distributors shall safeguard and promote the good reputation of Regeneca and its services and/or products.  The marketing and promotion of Regeneca, Regeneca’s oppor-tunity, the Marketing and Compensation Plan and Regeneca products and/or services must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or prac-tices.

      To promote both the products and services, and the tremendous opportunity Regene-ca offers, Distributors must use only the sales tools and support materials produced by Regeneca.  The Company has carefully designed its products, product labels, Marketing and Compensation Plan and promotional materials to ensure that they are promoted in a fair and truthful manner,  which they are substantiated and the material complies with the legal requirements of federal and state laws.  Accordingly, Distributors must not produce their own literature, advertisements, sales tools and promotional materials, or Internet Web pages without prior approval by Regeneca. You may submit material for approval to support@regeneca.com.

      3.2.2 - Distributor Web sites
       If a Distributor desires to utilize an Internet Web page to promote his or her business, he or she may submit their requested website template and copy to sup-port@regeneca.com for approval. Unauthorized website use may lead to a temporary sus-pension of Distributor’s account or termination, at the Company’s sole discretion.

      3.2.3 -  Trademarks and Copyrights
      Regeneca will not allow the use of its trade names, trademarks, designs or symbols by any person, including Regeneca Distributors, without its prior, written permission.  Dis-tributors may not produce for sale or distribution any recorded Company events and speeches without written permission from Regeneca, nor may Distributors reproduce for sale or for personal use any recording of Company-produced audio or video presenta-tions.  Distributors may not use or attempt to register any of Regeneca’s trade names, trademarks, service names, service marks, product names, the Company’s name or any derivative thereof, for any Internet domain name.

      3.2.4 - Media and Media Inquiries
      Distributors must not attempt to respond to media inquiries regarding Regeneca, its products or services or their independent Regeneca business.  All inquiries by any type of media must be immediately referred to Regeneca’s Marketing Department.  

      3.2.5 -  Unsolicited Email
      Distributors shall not use mass email (spam) as a means of promoting their businesses. Distributors may send email to prospective customers and Distributors only if they have a personal or business relationship with such individual or if they have received permission from the recipient to send them an email relating to Regeneca’s products, services or pro-gram. 


      3.2.6 - Unsolicited Faxes
      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 Re-geneca 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 “unsolic-ited faxes” means the transmission via telephone facsimile of any material or information advertising or promoting Regeneca, its products and/or services, its compensation plan or any other aspect of the company which is transmitted to any person, except that these terms do not include a fax or e-mail: (a) to any person with that person’s prior express in-vitation 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 be-tween 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 that has not been previously terminated by either party. 

      3.2.7 - Telephone Book Listings
      Distributors may list themselves as a “Regeneca Distributor” in the white or yellow pages of the telephone directory under their own name as follows:

      Distributor’s Name
      Regeneca Independent Distributor

      No Distributor may place telephone directory display ads using the Regeneca name or logo.  Distributors may not answer the telephone by saying “Regeneca”, “Regeneca Direct”, “Regeneca Worldwide” or in any other manner that would lead the caller to be-lieve that he or she has reached the corporate offices of Regeneca.

      3.3 - Business Entities
      A corporation, limited liability company, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a Regeneca Distributor by submit-ting a Distributor Application and Agreement along with a properly completed Business Entity Registration Agreement and a properly completed IRS form W-9. The Business Entity, as well as all of the shareholders, members, partners, trustees or other parties with any ownership interest in, or management responsibilities for, the Business Entity (collec-tively “Affiliated Party”) are individually, jointly and severally liable for any indebted-ness to Regeneca, compliance with Regeneca’s Policies and Procedures, the Regeneca Distributor Agreement and other obligations to Regeneca.  

      To prevent the circumvention of Sections 3.17 (regarding transfers and assignments of a Regeneca business) and 3.4, (regarding Sponsorship Changes), if any Affiliated Party wants to terminate his or her relationship with the Business Entity or Regeneca, the Affil-iated Party must terminate his or her affiliation with the Business Entity, notify Regeneca in writing that he or she has terminated his or her affiliation with the Business Entity, and must comply with the provisions of Section 3.17.  In addition, the Affiliated Party fore-going their interest in the Business Entity may not participate in any other Regeneca busi-ness for six (6) consecutive calendar months in accordance with Section 3.4.   If the Busi-ness Entity wishes to bring on any new Affiliated Party, it must adhere to the require-ments of Section 3.17.   

      The modifications permitted within the scope of this paragraph do not include a change of sponsorship.  Changes of sponsorship are addressed in Section 3.4, below.  There is a $25.00 fee for each change requested, which must be included with the written request and the completed Distributor Application and Agreement.  

      3.4 - Change of Sponsor
      All Distributors have the right to sponsor others.  In addition, every person has the ul-timate right to choose his/her own sponsor.  If two Distributors should claim to be the sponsors of the same new Distributor, the Company shall regard the first application re-ceived by the corporate home office as controlling.  As a general rule, it is good practice to regard the first Distributor to meaningfully work with a prospective Distributor as hav-ing first claim to sponsorship

      A Distributor may legitimately change organizations by voluntarily canceling his or her Regeneca business and remaining inactive (i.e., no marketing of Regeneca products and/or services, no purchases of precious metals for Regeneca, no sponsoring, no attend-ance at any Regeneca functions, and no participation in any other form of Distributor ac-tivity or operation of any other Regeneca business) for six (6) full calendar months.  Fol-lowing the six calendar-month period of inactivity, the former Distributor may reapply under a new sponsor, however, the former Distributor’s downline will remain in their original line of sponsorship.

      In cases wherein the appropriate sponsorship change procedures have not been fol-lowed, and a downline organization has been developed in the second business devel-oped by a Distributor, Regeneca reserves the sole and exclusive right to determine the final disposition of the downline organization.  Resolving conflicts over the proper placement of a downline that has developed under an organization that has improperly switched sponsors is often extremely difficult. Furthermore, Regeneca Worldwide may choose to compress Personally Enrolled Distributors (PE) after 30 days or more of inac-tivity of the direct Enroller. Therefore, DISTRIBUTORS WAIVE ANY AND ALL CLAIMS AGAINST REGENECA, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES AND AGENTS THAT RELATE TO OR ARISE FROM RE-GENECA’S DECISION REGARDING THE DISPOSITION OF ANY DOWN-LINE ORGANIZATION THAT DEVELOPS BELOW AN ORGANIZATION THAT HAS IMPROPERLY CHANGED LINES OF SPONSORSHIP.  

      3.4.1 - Income Claims 
      Because Regeneca Distributors do not have the data necessary to comply with the le-gal requirements for making income claims, a Distributor, when presenting or discussing Regeneca’s opportunity or Marketing and Compensation Plan to a prospective Distribu-tor, may not make income projections, income claims or disclose his or her Regeneca in-come (including the showing of checks, copies of checks, bank statements or tax records). 

      3.5 - Commercial Outlets
      Company products or services may only be displayed and sold in retail establishments where the nature of the business is to make appointments with customers (such as salons, doctors' offices, and health clubs where appointments are made for personal training or classes are scheduled) the sale of such products or services within such retail facilities must be conducted by a Distributor and must be preceded by a discussion where the Dis-tributor introduces the prospect to the products or services and opportunity just as they would if they had met outside of the retail facility.  Company produced literature, ban-ners, or signage only may be displayed on a shelf, counter, or wall and must be displayed by itself.  Company products or services may not be sold in any retail establishment, even by appointment, if competitive products or services are sold in the establishment.  From time to time, the Company may announce policies and rules that expand or contract re-strictions on sales in retail establishments.

      3.6 - Conflicts of Interest
      3.6.1 - Nonsolicitation 
      Regeneca Distributors are free to participate in other direct sales, multilevel or net-work marketing business ventures or marketing opportunities (collectively “network mar-keting”).  However, during the term of this Agreement, Distributors may not directly or indirectly recruit other Regeneca Distributors or Customers for any other network market-ing business.  

      Following the cancellation of a Distributor’s independent Distributor Agreement, and for a period of twelve (12) calendar months thereafter, with the exception of a Distributor who is personally sponsored by the former Distributor, a former Distributor may not re-cruit any Regeneca Distributor or Customer for another network marketing business.  Dis-tributors and the Company recognize that because network marketing is conducted through networks of independent contractors dispersed across the entire United States 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 Regeneca agree that this non-solicitation provision shall apply to all markets in which Regeneca or its affiliated compa-nies conduct 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 Regeneca Distributor or Customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity.  

      3.6.2 -  Sale of Competing Goods or Services
      Distributors must not sell, or attempt to sell, any competing non- Regeneca programs, products or services to Regeneca Customers or Distributors.  Any program, product or service in the same generic categories as Regeneca products or services are deemed to be competing, regardless of differences in price structure, cost, quality or other distinguish-ing factors.

      3.6.3 - Distributor Participation in Other Direct Selling Programs
      If a Distributor is engaged in other non- Regeneca direct selling programs, it is the responsibility of the Distributor to ensure that his or her Regeneca business is operated entirely separate and apart from any other program.  To this end, the following must be adhered to:

      Distributors shall not display Regeneca promotional material, sales aids, products or services with or in the same location as any non- Regeneca promotional material or sales aids, products or services.  

      Distributors shall not offer Regeneca’s opportunity, products or services to pro-spective or existing Customers or Distributors in conjunction with any non- Re-geneca program, opportunity, product or service.
        
      3.6.4 - Downline Activity (Genealogy) Reports 
      Downline Activity Reports are available for Distributor access and viewing in the back office of their Web site.  Distributor access to their back office is password protect-ed.  All Downline Activity Reports and the information contained therein are confi-dential and constitute proprietary information and business trade secrets belonging to Regeneca Worldwide.  Downline Activity Reports are provided to Distributors in strictest confidence and are made available to Distributors for the sole purpose of assist-ing Distributors in working with their respective Downline Organizations in the develop-ment of their Regeneca business.  Distributors should use their Downline Activity Re-ports to assist, motivate and train their downline Distributors. The Distributor and Re-geneca agree that, except for this agreement of confidentiality and nondisclosure, Re-geneca would not provide Downline Activity Reports to the Distributor.  A Distributor shall not, on his or her own behalf, or on behalf of any other person, partnership, associa-tion, corporation or other entity:
       
      Directly or indirectly disclose any information contained in any Downline Activi-ty Report to any third party; 
      Directly or indirectly disclose the password or other access code to his or her back office; 
      Use the information to compete with Regeneca or for any purpose other than promoting his or her Regeneca business;  
      Recruit or solicit any Distributor or Customer of Regeneca listed on any report, or in any manner attempt to influence or induce any Distributor or Customer of Re-geneca to alter their business relationship with Regeneca; or 
      Use or disclose to any person, partnership, association, corporation or other entity any information contained in any Downline Activity Report.

      Upon demand by the Company, any current or former Distributor will return the orig-inal and all copies of Downline Activity Reports to the Company.

      3.7 - Errors or Questions
      If a Distributor has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports or charges, the Distributor must notify Regeneca in writing within 30 days of the date of the purported error or incident in ques-tion.  Regeneca will not be responsible for any errors, omissions or problems not reported to the Company within 30 days.

      3.8 - Governmental Approval or Endorsement
      Neither federal nor state regulatory agencies or officials approve or endorse any direct selling or network marketing companies or programs.  Therefore, Distributors shall not represent or imply that Regeneca or its Marketing and Compensation Plan have been "ap-proved", "endorsed" or otherwise sanctioned by any government agency.


      3.9 - Holding Applications or Orders
      Distributors must not manipulate enrollments of new applicants and purchases of products.  All Distributor Applications and Agreements and product orders must be sent to Regeneca within 72 hours from the time they are signed by a Distributor or placed by a customer, respectively.  

      3.10 - Independent Contractor Status
      Distributors are independent contractors and are not purchasers of a franchise or a business opportunity.  The agreement between Regeneca and its Distributors does not create an employer/employee relationship, agency, partnership or joint venture between the Company and the Distributor. A Distributor shall not be treated as an employee for his or her 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 Com-pany to any obligation.  Each Distributor shall establish his or her own goals, hours and methods of sale, so long as he or she complies with the terms of the Distributor Agree-ment, these Policies and Procedures and applicable laws.

      3.11 - International Marketing
      No Distributor may export or sell directly or indirectly to others who export the Com-pany's products, literature, sales aids or promotional material relating to the Company, its products or services or the Company's program from the United States or its possessions or territories to any other country.  A Distributor who chooses to sponsor internationally may do so only in countries in which the Company has registered to operate its business and must comply fully with the Rules of Operation of the Company in that country.  Any violation of this rule constitutes a material breach of this contract and is grounds for im-mediate termination of the Distributor.


      3.12 - Excess Product Purchases and Bonus Buying
      Distributors must never purchase more products than they can reasonably use and must not influence or attempt to influence any other Distributor to buy more products than they can reasonably use.  

      Bonus buying is strictly prohibited. Bonus buying includes any mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions or bonuses that is not driven by bona fide product purchases by end user consumers.  Should a Distributor par-ticipate in excess purchasing or bonus buying, they will be terminated.  Further, if bonuses or commissions have been issued by the Company as a result of excess purchases or bonus buying, Regeneca will demand that the Distributor refund such payments to the Compa-ny and Regeneca may pursue its legal rights in connection with the breach of this section of the Agreement.

      3.13 - 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 be-cause 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 him or her, the Distributor shall be polite and cooperative and immediately send a copy of the ordinance to the Compliance Department of Regeneca.  

      3.14 - One Regeneca Business Per Person
      A Distributor may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee or beneficiary in only one Regeneca business.  No individual may have, operate or receive compensation from more than one Regeneca business.  

      An exception to the one business per Distributor rule will be considered on a case-by-case basis, in cases of a Distributor receiving an interest in another business through inher-itance.  Requests for exceptions to policy must be submitted in writing to the Business Development Department.

      3.15 - Roll-up of Marketing Organization 
      When a vacancy occurs in a Marketing Organization due to the termination of a Re-geneca business, each Distributor in the first level immediately below the terminated Dis-tributor on the date of the cancellation will be moved to the first level (“front line”) of the terminated Distributor’s sponsor.  

      3.16 - Sale, Transfer or Assignment of Regeneca Business
      Although a Regeneca business is a privately owned, independently operated business, the sale, transfer or assignment of a Regeneca business, and the sale, transfer or assign-ment of an interest in a Business Entity that owns or operates a Regeneca business, is sub-ject to certain limitations.  If a Distributor wishes to sell his or her Regeneca business, or interest in a Business Entity that owns or operates a Regeneca business, the following cri-teria must be met:

      The selling Distributor must offer Regeneca the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer.  Regeneca shall have fifteen (15) days from the date of receipt of the written offer from the seller to exercise its right of first refusal. 
      The buyer or transferee must become a qualified Regeneca Distributor.  If the buyer is an active Regeneca Distributor, he or she must first terminate his or her Regeneca business and wait six (6) calendar months before acquiring any interest in a different Regeneca business;
      Before the sale, transfer or assignment can be finalized and approved by Regene-ca, any debt obligations the selling party has with Regeneca must be satisfied.
      The selling party 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 a Regeneca busi-ness.

      Prior to selling a Regeneca business or Business Entity interest, the selling party must notify Regeneca’s Compliance Department in writing and advise of his or her intent to sell Regeneca’s business or Business Entity interest.  The selling party must also receive written approval from the Compliance Department before proceeding with the sale.  

      3.17 - Separation of a Regeneca Business
      Regeneca Distributors sometimes operate their Regeneca businesses as husband-wife partnerships, regular partnerships, LLCs, corporations, trusts or as other Business Entities.  At such time as a marriage may end in divorce or a corporation, LLC, partnership, trust or other Business Entity may dissolve, arrangements must be made to assure that any separa-tion 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.  

      During the divorce or entity dissolution process, the parties must adopt one of the fol-lowing methods of operation:
       
      One of the parties may, with consent of the other(s), operate Regeneca’s business pursuant to an assignment in writing whereby the relinquishing spouse, sharehold-ers, partners or trustees authorize Regeneca to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee. 

      The parties may continue to operate Regeneca’s business jointly on a “business-as-usual” basis, whereupon all compensation paid by Regeneca will be paid accord-ing to the status quo as it existed prior to the divorce filing or dissolution proceed-ings.  This is the default procedure if the parties do not agree on the format set forth above.

      Under no circumstances will the Downline Organization of divorcing spouses or a dissolving business entity be divided.  Similarly, under no circumstances will Regeneca split commission and bonus payments between divorcing spouses or members of dissolv-ing entities.  Regeneca will recognize only one Downline Organization and will issue only one commission payment per Regeneca 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, and Regeneca will roll-up their entire organization pursuant to Section 3.16.

      If a former spouse has completely relinquished all rights in the original Regeneca business pursuant to a divorce, he or she is thereafter free to enroll under any sponsor of his or her 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 busi-ness affiliate shall have no rights to any Distributors in their former organization or to any former retail customers.  They must develop the new business in the same manner as would any other new Distributor.


      3.18 - Sponsoring Online 
      When sponsoring a new Distributor through the online enrollment process, the sponsor may assist the new applicant in filling out the enrollment materials.  However, the appli-cant must personally review and agree to the online application and agreement, Regene-ca’s Policies and Procedures and Regeneca’s Compensation Plan.  The sponsor may not fill out the online application and agreement on behalf of the applicant and agree to these materials on behalf of the applicant.

      It is essential to the success of the Company, its Distributors and customers that sub-missions of transactions to the Company maintain integrity of communication.  It is to be expected that all transaction submissions to the Company including, but not limited to Distributor applications, Distributor communications, Distributor financial transactions and consumer transactions, be submitted by the individual or entity involved in the trans-action. Third party submission of any and all transaction submissions is prohibited. A Dis-tributor may not communicate any transaction submissions on behalf of another Distribu-tor, Distributor applicant or customer. This rule is applicable to any and all forms of trans-action submissions, including, but not limited to, online, telephone, fax, email, etc. 

      3.19 - Succession
      Upon the death or incapacitation of a Distributor, his or her business may be passed to his or her heirs.  Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper.  Accordingly, a Distributor should consult an attorney to as-sist him or her in the preparation of a will or other testamentary instrument.  Whenever a Regeneca 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: 

      Execute a Distributor Agreement;
      Comply with terms and provisions of the Agreement; 
      Meet all of the qualifications for the deceased Distributor’s status;
      The devisee must provide Regeneca with an “address of record”;
      If the business is bequeathed to joint devisees, they must form a business entity and acquire a Federal Taxpayer Identification Number.  Regeneca will issue all bonus and commission payments and one 1099 to the busi-ness entity.

      3.19.1 - Transfer Upon Death of a Distributor
      To affect a testamentary transfer of a Regeneca business, the executor of the estate must provide the following to Regeneca: (1) an original death certificate; (2) certified let-ters testamentary or a letter of administration appointing an executor; and (3) written in-structions from the authorized executor to Regeneca specifying to whom the business and income should be transferred. 

      3.19.2 - Transfer Upon Incapacitation of a Distributor
      To effectuate a transfer of a Regeneca business because of incapacity, the successor must provide the following to Regeneca: (1) a notarized copy of an appointment as trus-tee; (2) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer Regeneca’s business; and (3) a completed Distributor Agree-ment executed by the trustee.

      3.20 - 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 Regeneca does not consider Distributors to be “telemarketers” in the traditional sense of the word, these government regulations broadly define the term “telemarketer” and “tel-emarketing” so that a Distributor’s inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause him or her to violate the law.  Moreover, these regulations must not be taken lightly, as they carry significant pen-alties (up to $11,000.00 per violation).  

      Therefore, Distributors must not engage in telemarketing in the operation of their Re-geneca businesses.  The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to market and promote Regeneca products or services, or to recruit an individual or entity for Regeneca’s opportunity.  “Cold calls” made to prospec-tive customers or Distributors that promote either Regeneca’s products or services or the Regeneca 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:            

      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 Dis-tributor, within the eighteen (18) months immediately preceding the date of a tel-ephone call to induce the prospect’s purchase of a product or service.     
       
      The prospect’s personal inquiry or application regarding a product or service of-fered by the Distributor within the three (3) months immediately preceding the date of such a call.  

      If the Distributor receives written and signed permission from the prospect author-izing the Distributor to call.  The authorization must specify the telephone num-ber(s) that the Distributor is authorized to call.      

      A Distributor may call family members, personal friends and acquaintances.  An “acquaintance” is someone with whom the Distributor has at least a recent first-hand relationship within the preceding three (3) months.  Bear in mind, however, that if a Distributor engages in “card collecting” with everyone he or she meets and subsequently calls them, the FTC may consider this a form of telemarketing that is not subject to this exemption.   Thus, if a Distributor engages in calling “ac-quaintances,” he or she must make such calls on an occasional basis only and not make this a routine practice.       

      In addition, Distributors shall not use automatic telephone dialing systems relative to the operation of their Regeneca businesses. The term “automatic telephone dial-ing system” means equipment that has the capacity to: (a) store or produce tele-phone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers.  

      Distributors shall not place or initiate any outbound telephone call to any person that delivers any pre-recorded message (a “robocall”) regarding Regeneca prod-ucts, services or opportunity.

      3.21 - Back Office Access
      Regeneca makes online back offices available to its Distributors.  Back offices pro-vide Distributors access to confidential and proprietary information that may be used solely and exclusively to promote the development of a Distributor’s Regeneca business and to increase sales of Regeneca products or services.  However, access to a back office is a privilege, and not a right.  Regeneca reserves the right to deny a Distributor’s access to the back office at its sole discretion.

      3.22 - Seventy Percent (70%) Rule 
      Regeneca will strictly adhere to the policy that prior to honoring an order for product by a Distributor, the Distributor must certify that he/she has sold at retail at least 70% of all prior inventories purchased.  A Distributor will be allowed by Regeneca to purchase a reasonable amount of product for personal use and enjoyment as well as to be used as sales samples. Regeneca will monitor compliance with this rule, and any fraudulent in-formation supplied by the Distributor will be grounds for termination of the distributor-ship of the violating party.  For this reason, it is important that the Distributor keep accu-rate sales records.

      3.23 – Product Points (not available as of January 1st, 2016)
      Product Points are not eligible for a refund after 30 days from the date of purchase. Distributors who purchase Product Points to be utilized for Company products may be sent product every 90 days at the Company’s sole discretion, and have their Product Points deducted for shipped product. Regeneca Worldwide will make its best effort to select products based on the Distributor’s previous orders, and will notify the Distributor once the product has been shipped. 

      SECTION 4 - RESPONSIBILITIES OF DISTRIBUTORS

      4.1 - Change of Address, Telephone and E-Mail Addresses
      To ensure timely delivery of products and support materials, it is critically important that Regeneca’s files are current. Distributors must amend their contact information through their Distributor Back Office as necessary.  Distributors and customers will be charged shipping fees for orders that are shipped to an incorrect or outdated address pro-vided to Regeneca.

      4.2 - Continuing Development Obligations
      4.2.1 - Ongoing Training
      Any Distributor who sponsors another Distributor into Regeneca must perform a bona fide assistance and training function to ensure that his or her downline is properly operat-ing his or her Regeneca business.  Distributors must have ongoing contact and communi-cation with the Distributors in their Downline Organizations.  Examples of such contact and communication may include, but are not limited to:  newsletters, written correspond-ence, personal meetings, telephone contact, voice mail, electronic mail and the accompa-niment of downline Distributors to Regeneca meetings, training sessions and other func-tions. Upline Distributors are also responsible to motivate and train new Distributors in Regeneca product and services knowledge, effective sales techniques, Regeneca’s Mar-keting and 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 promo-tional materials). 

      Distributors should monitor the Distributors in their Downline 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 Regene-ca’s program.  They will be called upon to share this knowledge with less 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 personally promote Regeneca’s services through the generation of new cus-tomers and through servicing their existing customers.

      4.3 - Nondisparagement 
      Regeneca wants to provide its independent Distributors with the best products, com-pensation plan and service in the industry.  Accordingly, we value your constructive criti-cisms and comments.  All such comments should be submitted in writing to the Distribu-tor Services Department.  Remember, to best serve you, we must hear from you!  While Regeneca welcomes constructive input, negative comments and remarks made in the field by Distributors about the Company, its products or compensation plan serve no purpose other than to sour the enthusiasm of other Regeneca Distributors.  For this reason, and to set the proper example for their downline, Distributors must not disparage, demean or make negative remarks about Regeneca, other Regeneca Distributors, Regeneca’s prod-ucts, the Marketing and Compensation plan or Regeneca’s directors, officers or employ-ees.  

      SECTION 5 - VOLUME REQUIREMENTS

      5.1 - Product Sales
      The Company sales and marketing program is based upon retail sales to the ultimate consumer.  Every aspect of the program is designed to assist our Distributor in the mar-keting of fine products and services to the general consuming public.  As a dual consumer safeguard of the utmost importance to the Company, is the policy that a Distributor should purchase products and services in commercially reasonable quantities, and under no circumstances may a Distributor cause others to purchase products or services in amounts that are not reasonably expected to be sold to the consuming public or in unrea-sonable amounts for personal or family use.  In furtherance of these policies, the Compa-ny has adopted specific rules on retail sales and retailing referenced as the Company retail rules.  In the interest of protecting the consumer and the opportunity of its Distributor, the Company will enforce this rule through ongoing training and verification.
      Company Retail Rule.    Although the primary function of the Company is to sell products and services to the general consuming public, the Company realizes that its Dis-tributor 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 nonparticipants, as well as purchases for personal or family use in reasonable amounts, which are not made solely for purposes of qualification or advancement.  This is a standard followed by lead-ing direct selling companies.  Notwithstanding this policy, the Company, in order to spe-cifically further retail selling, has adopted a requirement that a representative will not be eligible for bonuses or overrides unless he/she has met the specific customer volume re-quirement established by the Company.  This volume requirement can be achieved through a combination of business referrals and/or non-participant retail sales including purchases for personal or family use in reasonable amounts. 
      Retail Sales Rule Audit Verification Program.  In its effort to support and enforce the retail sales rule, the Company on a quarterly basis will conduct random audit verification follow-ups.  Representatives of the Company will contact the Distributor to further verify compliance with the retail sale rule. 
      A Distributor should maintain records and be prepared to assist Company representa-tives in their task.  

      5.2 - No Territory Restrictions
      There are no exclusive territories granted to anyone.  Your business position is not a franchise, no franchise fees are required. 


      5.3 - Receipts
      Distributors must provide their customers with two (2) copies of an official Regeneca sales receipt at the time of the sale.  These receipts set forth the Customer Satisfaction Guarantee as well as any consumer protection rights afforded by federal or state law.  Distributors must maintain all receipts for a period of two (2) years and furnish them to Regeneca at the Company’s request.

      Remember that customers must receive two (2) copies of the sales receipt.  In addi-tion, Distributors must orally inform the buyer of his or her cancellation rights.

      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, Regeneca shall pay commissions to such Distributor in accordance with the Marketing and Compensation plan.  Commissions and bonuses are paid to Distributors via a Regeneca private label debit card.  In order to receive commissions and bonuses, Distributors must order the debit card from I-Payout, the debit card vendor.   The minimum amount for which Regeneca will issue payment to a Distributor is $10.00.  If a Distributor’s bonuses and commissions do not equal or exceed $10.00, the Company will accrue the commissions and bonuses until they total $10.00.  Payment will be issued once $10.00 has been accrued, subject to the debit card activation and load fees set forth in Section 6.2.2 below.

      6.2 - Adjustments to Bonuses and Commissions 
      6.2.1 – Adjustments for Returned Products
      Distributors receive bonuses and commissions based on the actual sales of products and services to end consumers.  When a product is returned to Regeneca for a refund or is repurchased by the Company, the bonuses and commissions attributable to the returned or repurchased product(s) will be deducted in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered, from the upline Distributors who received bonuses and commissions on the sales of the refunded prod-ucts.  

      6.2.2 – Payments
      The Company pays bonuses and commissions to Distributors via I-Payout on a weekly schedule.  No payments will be issued to the Distributor until the Distributor has accrued at least $10.00 in bonuses and commissions.  Checks that are not cashed within ninety (90) days of issuance will be void.  Distributors will be charged a $2.00 load fee per commission payout which will be deducted prior to transfer to I-Payout.

      6.3 - Reports
      All information provided by Regeneca in online or telephonic downline activity re-ports, 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, digi-tal and mechanical error; the accuracy, completeness and timeliness of orders; denial of credit card and electronic check payments; returned products; or credit card and electron-ic check charge-backs; the information is not guaranteed by Regeneca or any persons cre-ating or transmitting the information.

      ALL PERSONAL AND GROUP SALES VOLUME INFORMATION IS PRO-VIDED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRE-SENTATIONS OF ANY KIND WHATSOEVER.  IN PARTICULAR, BUT WITH-OUT LIMITATION, THERE SHALL BE NO WARRANTIES OF MERCHANTA-BILITY, FITNESS FOR A PARTICULAR USE OR NON INFRINGEMENT. 

      TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, RE-GENECA AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE IN-FORMATION WILL IN NO EVENT BE LIABLE TO ANY DISTRIBUTOR OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCI-DENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND/OR GROUP SALES VOLUME INFOR-MATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES OR COMMISSIONS, LOSS OF OPPORTUNITY AND DAMAGES THAT MAY RE-SULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE INFORMATION), EVEN IF REGENECA 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, REGENECA 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 LIA-BILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO. 

      Access to and use of Regeneca’s online and telephone reporting services and your re-liance 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 Regeneca’s online and tele-phone reporting services and your reliance upon the information. 

      SECTION 7 -  PRODUCT GUARANTEES, RETURNS AND INVENTORY RE-PURCHASE

      7.1 - Product Guarantee
      Regeneca offers all retail customers a ninety day money back guarantee on RegneSlim product purchases that are returned and will refund 100% of the purchase price of unused packets or unopened bottles. If, for any reason, a customer is dissatisfied with any other Regeneca product, the customer may return product for a replacement or refund within thirty (30) days of purchase.  Shipping costs are not refundable and a 10% restocking fee will apply.  Refunds will be issued within 4 to 6 weeks of Regeneca’s receipt of refund request and return of product.

      If a Distributor returns more than $300.00 in products in any twelve (12) consecutive month period, it shall constitute the Distributor’s request to cancel his or her Distributor Agreement, and the return shall be treated as an inventory return pursuant to Section 7.2.

      7.2 - Return of Sales Aids/Inventory by Distributors Upon Cancellation
      Distributors may cancel the Distributor Agreement within three (3) days of execution and receive a full refund of all distributorship fees. Upon cancellation of a Distributor’s Agreement, the Distributor may return any sales aids held in his or her inventory or prod-uct inventory for a refund.  Distributors may only return sales aids or inventory that he or she personally purchased from Regeneca (purchases from other Distributors or third par-ties are not subject to refund) and which are in Resalable condition and which have been purchased within one year prior to the date of cancellation.  Upon receipt of Resalable sales aids or inventory, the Distributor will be reimbursed 90 percent of the net cost of the original purchase price(s).  Shipping charges are not refundable.  If the purchases were made through a credit card, the refund will be credited back to the same account.  Inven-tory certified as sold under the 70% Rule is not available for return.

      7.2.1 - 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 sales aids for a full refund within such time period.

      7.3 - Procedures for All Returns 
      Instructions for returns are contained in the Regeneca Worldwide Return Policy, which can be downloaded at www.regeneca.com.

      SECTION 8 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

      8.1 - Disciplinary Sanctions
      Violation of the Agreement, these Policies and Procedures, or any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, decep-tive 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 damaging act or omission need not be related to the Distributor’s Regeneca business), may result, at Re-geneca’s discretion, in one or more of the following corrective measures:

      Issuance of a written warning or admonition;
      Requiring the Distributor to take immediate corrective measures;
      Imposition of a fine, which may be withheld from bonus and commission payments;
      Loss of rights to one or more bonus and commission payment;
      Withholding all or part of the Distributor’s bonuses and commissions dur-ing the period that Regeneca is investigating any conduct allegedly violat-ing 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; 
      Suspension of the individual’s Distributor Agreement for one or more pay periods; 
      Involuntary termination of the offender’s Distributor Agreement;
      Suspension and/or termination of the offending Distributor’s Regeneca Web site or Web site access;
      Any other measure expressly allowed within any provision of the Agree-ment or which Regeneca deems practical to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Distribu-tor’s policy violation or contractual breach;
      In situations deemed appropriate by Regeneca, the Company may institute legal proceedings for monetary and/or equitable relief.


      8.2 - Arbitration
      Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitra-tion Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  Distributors waive all rights to trial by jury or to any court.  All arbitration pro-ceedings shall be held in Utah.  All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply.  There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct sell-ing industry, selected from the panel that the American Arbitration Panel provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees.  The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction.  This agreement to arbitration shall survive any termination or expiration of the Agreement. 
      Notwithstanding the foregoing, nothing in these Policies and Procedures shall prevent Regeneca from applying to and obtaining from any court having jurisdiction a writ of at-tachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect Regeneca’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding. 

      8.3 - Governing Law, Jurisdiction and Venue
      Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Salt Lake County, State of Utah. The Federal Arbitration Act shall govern all matters relating to arbitration.  The law of the State of Utah shall govern all other matters relating to or arising from the Agreement.  Notwithstanding the foregoing, and the arbitration provision in Section 8.3, residents of the State of Louisiana shall be entitled to bring an action against Regeneca in their home forum and pursuant to Louisiana law.  



      SECTION 9 - PAYMENT AND SHIPPING

      9.1 - Returned Checks
      All checks returned by a Distributor’s bank for insufficient funds will be re-submitted for payment.  A $25.00 returned check fee will be charged to the account of the Distribu-tor.  After receiving a returned check from a customer or a Distributor, all future orders must be paid by Credit Card, money order or cashier’s check.  Any outstanding balance owed to Regeneca by a Distributor for NSF checks and returned check fees will be with-held from subsequent bonus and commission payments.

      9.2 - Sales Taxes
      Each Distributor is responsible for paying local, state and federal taxes due on earn-ings from commissions or any other earnings generated as a seller of Company products and services.

      SECTION 10 - INACTIVITY, RECLASSIFICATION AND CANCELLATION

      10.1 - Effect of Cancellation 
      So long as a Distributor remains active and complies with the terms of the Distributor Agreement and these Policies and Procedures, Regeneca shall pay commissions to such Distributor in accordance with the Marketing and 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 downline organization).  Following a Distributor’s non-continuation of his or her Distribu-tor Agreement, cancellation for inactivity or voluntary or involuntary cancellation of his or her Distributor Agreement (all of these methods are collectively referred to as “cancel-lation”), the former Distributor shall have no right, title, claim or interest to the marketing organization which he or she operated, or any commission or bonus from the sales gener-ated by the organization.  A Distributor whose business is cancelled will lose all rights as a Distributor.  This includes the right to sell Regeneca 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 downline sales organization.  In the event of cancellation, Distributors agree to waive all rights they may have, includ-ing but not limited to property rights, to their former downline organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of their former downline organization.

      Following a Distributor’s cancellation of his or her Distributor Agreement, the former Distributor shall not hold himself or herself out as a Regeneca Distributor and shall not have the right to sell Regeneca products or services.  A Distributor whose Distributor Agreement is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an in-vestigation 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 Regeneca in its sole discretion, may result in any of the sanctions listed in Section 8.1, including the involuntary cancellation of his or her Distrib-utor Agreement.  Cancellation shall be effective on the date on which written notice is mailed, emailed, faxed or delivered by an express courier, to the Distributor’s last known address, email address or fax number, or to his or her attorney or when the Distributor receives actual notice of cancellation, whichever occurs first. 

      Regeneca 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.

      10.3 - Voluntary Cancellation
      A participant in this network marketing plan has a right to cancel at any time, regard-less 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 Regeneca Identification Number.

      10.4 - Non-renewal
      A Distributor may also voluntarily cancel his or her Distributor Agreement by failing to renew the Agreement on its anniversary date.   The Company may also elect not to re-new a Distributor’s Agreement upon its anniversary date. 
       For more information, please contact:

      Regeneca Worldwide, Inc.
      6985 S. Union Park Center, Suite 285
      Cottonwood Heights, UT 84047

      Website: www.regeneca.com
      Phone: 800-690-6958
      Fax: 949-266-8915
      Email: support@regeneca.com