4.20 - Laws and Ordinances
Brand Ambassadors 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 Brand Ambassadors because of the nature of their business.
Brand Ambassadors must obey all laws that do apply to them. If a city, county, state or federal official informs a Brand Ambassador that an ordinance applies to him or her, the Brand Ambassador shall comply with the law.
4.21 - Minors
Brand Ambassadors shall not enroll or recruit individuals under the age of 18 into the Kannaway program.
4.22 - Actions of Household Members or Affiliated Individuals
If any member of a Brand Ambassador’s household, family, or other affiliated individual engages in any activity that, if performed by a Brand Ambassador, would violate any provision of the Agreement, such activity will be deemed a violation by a Brand Ambassador and Kannaway may take disciplinary action pursuant to the Statement of Policies against a Brand Ambassador.
4.23 - One Kannaway Business Per Brand Ambassador and Per Household
One Kannaway Business Per Brand Ambassador and Per Family Unit A Brand Ambassador may operate or have an ownership interest as a sole proprietorship in only one Kannaway Business. No individual may have, operate or receive compensation from more than one Kannaway Business. Individuals of the same Family Unit may enter into a Kannaway Business provided a family member acts as the direct sponsor of the other family member. A “Family Unit” is defined as spouses, partnerships, domestic partners and dependent children over the age of 18 living at or doing business at the Family Unit address.
An exception to the one Kannaway Business per Brand Ambassador rule will be considered on a case-by-case basis in the event that two Brand Ambassadors marry. Requests for exceptions to this policy must be submitted in writing to the Compliance Department.
4.23.1 – Kannaway Recognition Rank Awards and Incentive Trips
One Per Family Unit Only the highest ranking Brand Ambassador per Family Unit will be eligible to receive Recognition Rank Awards, Incentive Trips or other incentives. The Kannaway Elite Retreat Incentive Trip (“Elite Retreat”) takes place annually. In the event that a Brand Ambassador is eligible to attend the Elite Retreat, but does not attend, the Elite Retreat for that Brand Ambassador will be forfeited and will hold no cash value. The Elite Retreat Guest Policy: An Elite Retreat guest must be either: (i) a spouse or business partner of the Brand Ambassador whose name is on the account: or (ii) an immediate family member that is not an existing Kannaway Brand Ambassadors.
4.24 - Product Claims
4.24.1 - Health Claims
Brand Ambassadors shall never state or imply that any of the Kannaway products (or the ingredients therein) can be used to treat, mitigate or cure diseases. In December 2009, the FTC released Guides Concerning the Use of Endorsements and Testimonials in Advertising. The guidelines make clear that any Brand Ambassador who provides a testimonial or endorsement about their experience with our products will be viewed as a statement from Kannaway. Kannaway products are not FDA approved as drugs; thus, its products cannot be marketed in this fashion.
4.24.2 - FDA Approved Claims
Brand Ambassadors shall never state or imply that any Product is registered or approved by the United States Food and Drug Administration (“FDA”) or any other regulatory authority. The FDA does not require or grant specific approval for the individual nutritional Products that Kannaway sells.
4.25 - Personal Testimonials
Testimonials about Kannaway products are not allowed.
4.26 - Requests for Records
Any request from a Brand Ambassador for copies of invoices, agreements, Downline activity reports or other records/reports will require a fee of $1.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.
4.27 - Sale, Transfer or Assignment of Kannaway Business
4.27.1 - Although a Kannaway business is a privately owned, independently operated business, the sale, transfer or assignment of a Kannaway business, and the sale, transfer or assignment of an interest in a Business Entity that owns or operates a Kannaway Brand Ambassador business, is subject to certain limitations.
If a Brand Ambassador wishes to sell his or her Kannaway business, or interest in a Business Entity that owns or operates a Kannaway business, the following criteria must be met:
a) A Brand Ambassador membership is owned (100%) by the Seller/Transferor
b) The selling Brand Ambassador must be qualified at the Director level or higher,
c) The selling Brand Ambassador must offer Kannaway the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer. Kannaway shall have fifteen (15) days from the date of receipt of the written offer from the seller to exercise its right of first refusal.
d) The buyer or transferee must become a qualified Brand Ambassador. If the buyer is an active Kannaway Brand Ambassador, he or she must first terminate his or her Kannaway business and wait six (6) calendar months before acquiring any interest in a different Kannaway business;
e) Before the sale, transfer or assignment can be finalized and approved by Kannaway, any debt obligations the selling party has with Kannaway must be satisfied.
f) 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 Kannaway Brand Ambassador business.
To convey, sell, assign, or otherwise transfer a Kannaway Brand Ambassador Business or any interest therein, a Member must contact the Kannaway Compliance Department and provide the completed Sales/Transfer of Kannaway Business form, follow its internal policies, and meet any requirements, as may be amended from time to time, including the payment of a standard processing fee.
4.27.2 - Transfers Upon Death
a) Individuals. If you are a current Brand Ambassador, upon your death, your Distributorship may be passed on to your heirs, or other beneficiaries whether by will, intestate succession, or otherwise. The transfer will be recognized by Kannaway when a court order or proper legal document addressing the transfer to a qualified transferee is submitted to Kannaway. Kannaway encourages you to make appropriate arrangements in consultation with an estate-planning attorney for the transfer of your Distributorship.
b) Participant in a Business Entity. If you are a Participant in a Business Entity, upon your death your interest in the Distributorship will be transferred according to the Business Entity’s legal documents and applicable law governing the transfer, provided that all Persons of the transferee are qualified to hold an interest in a Distributorship under these Policies and Procedures. The transfer of your interest will be recognized by Kannaway when a court order or proper legal documents addressing the transfer to a qualified transferee are submitted to Kannaway.
4.28 - Separation of a Kannaway Brand Ambassador Business
In the event of a dissolution of marriage of a Kannaway Brand Ambassador, and a spouse, arrangements must be made to assure that any division of the business assets 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 Brand Ambassadors and Kannaway, Kannaway may be forced to involuntarily terminate a Brand Ambassador Agreement.
4.28.1 - During the pendency of a divorce or dissolution, Kannaway shall treat the business according to the status quo as existed prior to the filing of the divorce or dissolution. Under no circumstances will the Downline Organization of divorcing spouses be divided.
Similarly, under no circumstances will Kannaway split commission and bonus checks between divorcing spouses. Kannaway will recognize only one Downline Organization and will issue only one commission check per Kannaway business per commission cycle. Commission checks shall always be issued to the individual whose name appears on the Brand Ambassador Agreement.
4.29 - Sponsoring
All active Brand Ambassadors in good standing have the right to sponsor and enroll others into Kannaway. Brand Ambassadors sponsoring a prospective Brand Ambassador should not accept personally addressed enrollment checks. New Brand Ambassador enrollments should be completed via their Sponsor’s Kannaway replicated website. Each prospective Brand Ambassador has the ultimate right to choose his or her own sponsor. If two Brand Ambassadors claim to be the sponsor of the same new Brand Ambassador; Kannaway shall regard the first application received by Kannaway as controlling.
4.30 - Stacking
“Stacking” is strictly prohibited. The term “stacking” includes: (a) violating the one-business-per-household rule and/or (b) enrolling fictitious individuals or entities into the Kannaway Compensation Plan, in an attempt to manipulate the Compensation Plan.
4.31 - Telemarketing
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. While you may not consider yourself a “telemarketer” in the traditional sense of the word, these regulations broadly define the term “telemarketer” and “telemarketing” so that your
inadvertent action of calling someone whose telephone number is listed on the federal “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 $11,000.00 per violation).
Therefore, Brand Ambassadors must not engage in telemarketing relative to the operation of their Kannaway businesses. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a Kannaway product or service, or to recruit them for the Kannaway opportunity. “Cold calls” made to prospective customers or Brand Ambassadors that promote either Kannaway’s products or services or the Kannaway opportunity constitute telemarketing and are prohibited. However, a telephone call(s) placed to a prospective customer or Brand Ambassador (a “prospect”) is permissible under the following situations:
a) If a Brand Ambassador has an established business relationship with the prospect. An “established business relationship” is a relationship between a Brand Ambassador and a prospect based on the prospect’s purchase, rental or lease of goods or services from the Brand Ambassador, or a financial transaction between the prospect and the Brand Ambassador, within the 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 a Brand Ambassador within the 3 months immediately preceding the date of such a call.
c) If a Brand Ambassador receives written and signed permission from the prospect authorizing the Brand Ambassador to call. The authorization must specify the telephone number(s) that the Brand Ambassador 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 (i.e., you have recently personally met him or her). Bear in mind, however, that if you make a habit of “card collecting” with everyone you meet and subsequently calling 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.
In addition, Brand Ambassadors shall not use automatic telephone dialing systems relative to the operation of their Kannaway 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.
4.32 - Consent to Images and Recordings
Brand Ambassadors agree to permit Kannaway to obtain photographs, videos, and other recorded media of their likenesses. During the term of this agreement and for two years thereafter, Brand Ambassadors acknowledge and agree to allow any such recorded media to be reproduced, published, distributed, broadcast, exhibited and/or in any other way used by Kannaway for any lawful purpose, and without compensation.
SECTION 5 - RESPONSIBILITIES OF BRAND AMBASSADORS
5.1 - Continuing Development Obligations
5.1.1 - Ongoing Training
Any Brand Ambassador who sponsors another Brand Ambassador into Kannaway must perform a bona fide assistance and training function to ensure that his or her Downline is properly operating his or her Kannaway business. Brand Ambassadors must have ongoing contact and communication with the Brand Ambassadors in their Downline 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 Brand Ambassadors to Kannaway meetings, training sessions, and other functions. Upline Brand Ambassadors are also responsible to motivate and train new Brand Ambassadors in Kannaway product knowledge, effective sales techniques, the Kannaway Compensation Plan and compliance with Kannaway Policies and Procedures. Communication with and the training of Downline Brand Ambassadors must not, however, violate Section 4.2 (regarding the development of Brand Ambassador-produced sales aids and promotional materials). Brand Ambassadors cannot charge for training.
Upon request, every Brand Ambassador should be able to provide documented evidence to Kannaway of his or her ongoing fulfillment of the responsibilities of a sponsor.
5.1.2 - Increased Training Responsibilities
As Brand Ambassadors progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge and understanding of the Kannaway program. They will be called upon to share this knowledge with lesser-experienced Brand Ambassadors within their organization.
5.2 - Non-disparagement
Kannaway wants to provide its Brand Ambassadors with the best products, compensation plan and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the Kannaway corporate offices. While Kannaway welcomes constructive input, negative comments and remarks made in the field by Brand Ambassadors about Kannaway, its products, or its Compensation Plan serve no purpose other than to sour the enthusiasm of other Kannaway Brand Ambassadors. For this reason, and to set the proper example for their Downline, Brand Ambassadors must not disparage, demean or make negative remarks about Kannaway, other Kannaway Brand Ambassadors, Kannaway’s services, the Compensation Plan or Kannaway’s directors, officers or employees.
5.3 - Non-Discrimination and Non-Harassment
Brand Ambassadors agree to operate their business in a manner that is free of harassment, intimidation, threats, and abuse. Discrimination and all forms of unlawful harassment, including but not limited to sexual harassment, are not condoned. No form of unlawful discriminatory or harassing conduct by or towards any Brand Ambassador, customer, vendor, corporate employee or other person in our workplace or jobsites will be tolerated.
5.4 - Maintaining Kannaway’s Reputation
Brand Ambassadors will not act in any way, including their actions outside the scope of their Brand Ambassasorship, which could be considered detrimental to the business or reputation of Kannaway or its Brand Ambassadors. Kannaway has the right to, in its sole discretion, determine what actions may be considered detrimental and take action against any Brand Ambassador.
5.5 - Providing Documentation to Applicants
Brand Ambassadors must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are sponsoring to become Brand Ambassadors before the applicant signs a Brand Ambassador Agreement. Additional copies of Policies and Procedures can be found on the Kannaway website at kannaway.com, or in your business center under the forms section.
5.6 - Reporting Policy Violations
Brand Ambassadors observing a policy violation by another Brand Ambassador should submit a written report of the violation directly to the attention of the Kannaway Compliance Department. Details of the incident(s), such as dates, number of occurrences, persons involved and any supporting documentation, should be included in the report.
5.6.1 Time Limitation on Reported Policy Violations
A Brand Ambassador must report an alleged violation of the Agreement, within 12 months of its occurrence or alleged occurrence. Failure to report a violation within the 12 months period will result in Kannaway not pursuing the allegations in order to prevent stale claims from disrupting the ongoing business activities of Brand Ambassadors. All reports of violations must be in writing and sent to the attention of Kannaway’s Compliance department.
SECTION 6 - SALES REQUIREMENTS
6.1 - Product Sales
The Kannaway Compensation Plan is based upon the sale of Kannaway services to end user consumers. Brand Ambassadors must fulfill personal and downline organization 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. There are no requirements for Brand Ambassadors to purchase product to qualify for commissions. Brand Ambassadors certify by the reordering of additional products that they have consumed or sold at least 70% of the products purchased in their previous order. Purchasing product solely for the purpose of collecting bonuses or achieving rank is prohibited. Kannaway retains the right to limit the amount of purchases you may make if, in our sole judgment, we believe those purchases are being made solely for qualification purposes instead of for consumption or resale.
6.2 - Retail Sales
Kannaway wants to ensure that prices and quality for its products and services are not destabilized when sold through a retailing environment. Therefore, Products sold in a retail environment will be subject to a minimum advertised retail price. The minimum advertised price of Kannaway’s products sold in a retail environment (such as a grocery store, eBay, convenience store, market, etc.) is listed on the Kannaway website. Any Brand Ambassador who knowingly fails to honor the minimum price set by Kannaway for its products and services will be subject to termination. Product should be provided immediately to the purchaser when completing a physical sale. Kannaway products which are sold at the minimum advertised price must be in the original, unopened packaging. Brand Ambassadors may not alter, repackage, re-label, affix additional labels of information or otherwise change any Company product, nor sell any such product under any other name.
6.2.1 - Kiosks, Booths and Stands
To align with its current business model, Kannaway does not allow its Brand Ambassadors to host kiosks, booths, stands, or the like for the purpose of education or sale of Kannaway products or opportunity in any space (including, but not limited to, trade shows, mall kiosks, bazaars, boutiques, fairs, and swap meets).
6.3 Sales Tax
6.3.1 Company Collection of State Sales Tax
Kannaway provides the service of collecting state sales tax at the time of your purchase and remitting it to your state. The amount of sales tax is based upon the suggested retail price of a Product, calculated at your local tax rate. You can recover the prepaid sales tax when you make a retail sale.
6.3.2 Exemption from Company Collection of State Sales Tax
Brand Ambassadors may apply for an exemption from Company collection of state sales tax by submitting a proper sales tax exemption form to Kannaway.
Kannaway cannot exempt any of your orders from pre-collected state sales tax until all proper documentation is on file with the Sales Tax Department of Kannaway. Kannaway reserves the right to verify the validity of any documents and evidence that you submit in applying for this exemption. If you are approved for sales tax exemption, you will be solely responsible for collecting and remitting sales taxes to the appropriate jurisdictional authorities. Any questions concerning retail sales tax requirements should be directed to your tax advisor.
6.4 - Territory Restrictions
There are no exclusive territories granted to anyone. No franchise fees are required.
SECTION 7 - BONUSES AND COMMISSIONS
7.1 - Bonus and Commission Qualifications
A Brand Ambassador must be active and in compliance with the Agreement and these policies to qualify for bonuses and commissions. So long as a Brand Ambassador complies with the terms of the Agreement and these policies, Kannaway shall pay commissions to such Brand Ambassador in accordance with the Compensation Plan. The minimum amount for which Kannaway will issue a commission payment is $25.00. If a Brand Ambassador’s bonuses and commissions do not equal or exceed $25.00, Kannaway will accrue the commissions and bonuses until they total $25.00. Commissions will be issued once $25.00 has been accrued via our Payquicker payment platform.
7.2 - Commission Payments and Promotions
7.2.1 - Payments, Calculations, and Bonuses
Commissions will be distributed in accordance with the Compensation Plan. Commissions will be calculated according to the level for which a Brand Ambassador actually satisfied all of the requirements according to the Compensation Plan rather than the highest rank or title achieved. Commission reports will be provided to Brand Ambassadors on-line, via web access.
7.2.2 - Promotions
Promotions are determined based on business organization and sales activity for each applicable period.
7.3 - Adjustment to Bonuses and Commissions
7.3.1 - Adjustments for Returned Products
Brand Ambassadors receive bonuses and commissions based on the actual enrollment for services to merchants. When a service is cancelled, and refund is authorized by Kannaway, the bonuses and commissions attributable to the refunded service(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 Brand Ambassadors who received bonuses and commissions on the sales of the refunded service(s).
7.4 - Reports
All information provided by Kannaway in online or telephonic Downline Activity Reports, 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 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; and credit card and electronic check charge-backs, the information is not guaranteed by Kannaway or any persons creating or transmitting the information. All personal and group sales volume information is provided “as is” without warranties, expressed 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, Kannaway and/or other persons creating or transmitting the information will in no event be liable to any Brand Ambassador 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 Kannaway 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, Kannaway 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 Kannaway’s 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 Kannaway’s online reporting services and your reliance upon the information.
Section 8 - SATISFACTION GUARANTEED AND RETURN OF SALES AIDS
Kannaway offers a one hundred percent (100% - less shipping charges), thirty-day money back guarantee for all customers and Brand Ambassadors. A Brand Ambassador will then return the product(s) back to Kannaway in resalable condition for a refund of the wholesale purchase price. If a Brand Ambassador is not 100% satisfied with our products or is unable to sell it, he or she may return the item(s)for a refund (less shipping charges) if the products were purchased within 30 days and remain in resalable condition. Please refer to the Kannaway Return and Refund Policy document for additional details and requirements in processing your return/refund.
If the purchases were made through a credit card, the refund will be credited back to the same account. Kannaway shall deduct from the reimbursement paid to the Brand Ambassador any commissions, bonuses, rebates or other incentives received by the Brand Ambassador, which were associated with the merchandise that is returned.
8.1 - Voluntary Cancellation of Contract
Requests by a Kannaway Brand Ambassador to return their sales aids or inventory for a refund will be treated as a request to voluntarily cancel that Brand Ambassador business.
The request for Buy Back must be made in writing within 90 days of the original purchase date. Reimbursement will be made for the wholesale value of the original product, less a 10% restocking charge, freight, rebates, bonuses, and personal discounts (or as applicable law dictates), and Kannaway shall repurchase the inventory and sales aids and the Associate’s Agreement shall be canceled. A Brand Ambassador may only return sales aids or inventory purchased by him or her that are in new and resalable condition. Please refer to the Kannaway Return and Refund Policy document for additional details and requirements in processing your return/refund.
Upon receipt of the sales aids or inventory, a Brand Ambassador will be reimbursed 90% of the cost of the original purchase price(s), not to include shipping and handling charges. If the purchases were made through a credit card, the refund will be credited back to the same account.
a) Brand Ambassador must inform Kannaway of intent to exercise the sales aid and inventory buy-back option within 10 business days of resignation notice.
b) All products to be returned for refund under this provision must be approved in advance of shipment to Kannaway, by calling the Customer Services Department.
c) Brand Ambassador will be asked to submit invoices detailing the sales aid and inventory items to be returned.
d) Upon approval from Kannaway, returns may be sent to Kannaway’s headquarters and must be accompanied by an invoice copy for each item
8.2 - Return Process
A. All returns, whether by a Customer, or Brand Ambassador, must be made as follows:
1. Obtain RMA (Return Merchandise Authorization) from Kannaway, LLC
2. Ship items to the address provided by Kannaway, LLC Customer service when you are given your RMA.
3. Provide a copy of the invoice with the returned products or service. Such invoice must reference the RMA and include the reason for the return.
4. Ship back product in manufacturer’s box exactly as it was delivered.
B. All returns must be shipped to Kannaway LLC pre-paid, as Kannaway does not accept shipping collect packages. Kannaway recommends shipping returned product by UPS or FedEx with tracking, as risk of loss in shipping the returned product shall be borne solely by the Customer, or Brand Ambassador. If returned product is not received at Kannaway Distribution Center, it is the responsibility of the Customer, or Brand Ambassador to trace the shipment and no credit will be applied.
C. Shipping charges will not be refunded
D. A 10% restocking fee will be deducted from the refund amount for 8.1.
Please refer to Kannaway Return and Refund Policy document for additional details and requirements in processing your return/refund.
SECTION 9 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
9.1 - Disciplinary Sanctions
Violation of the Agreement, these Policies and Procedures or any illegal, fraudulent, deceptive or unethical business conduct by a Brand Ambassador may result, at Kannaway’s sole discretion, in one or more of the following corrective measures:
a) Issuance of a written warning or admonition;
b) Requiring a Brand Ambassador to take immediate corrective measures;
c) Imposition of a fine, which may be withheld from bonus and commission checks;
d) Suspension and/or termination of a Brand Ambassador Agreement;
e) Loss of rights to one or more bonus and commission checks;
f) The withholding from a Brand Ambassador of all or part of a Brand Ambassador’s bonuses and commissions during the period that Kannaway is investigating any conduct allegedly in violation of the Agreement. If a Brand Ambassador’s business is canceled for disciplinary reasons, that Brand Ambassador will not be entitled to recover any commissions withheld during the investigation period;
g) Any other measure expressly allowed within any provision of the Agreement or that Kannaway deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by a Brand Ambassador’s policy violation or contractual breach; or
h) In situations deemed appropriate by Kannaway, Kannaway may institute legal proceedings for monetary and/or equitable relief.
9.2 - Grievances and Complaints
When a Brand Ambassador has a grievance or complaint with another Brand Ambassador regarding any practice or conduct in relationship to their respective Kannaway businesses, the complaining Brand Ambassador should first report the problem to his or her sponsor, who should review the matter and try to resolve it with the other party’s Upline sponsor. If the matter cannot be resolved, it must be reported in writing to Kannaway. Kannaway will review the facts and determine if a policy violation has occurred and take appropriate action.
9.3 - Product Liability Claims and Indemnification
Kannaway maintains product liability insurance to protect Kannaway and its Brand Ambassadors so long as a Brand Ambassadors are marketing Kannaway products in the regular course of conduct and in accordance with Company policies and applicable laws and regulations.
Subject to the limitations set forth in this Section, Kannaway will defend Brand Ambassadors from product liability claims made by third‐party customers alleging injury from the use of a Kannaway product. Brand Ambassadors must promptly notify Kannaway in writing of any such claim, no later than ten (10) days from the date of the third-party claimant’s letter alleging injury. Failure to so notify Kannway in accordance with this Section shall alleviate any obligation of Kannaway respecting such claim.
Brand Ambassadors must allow Kannaway to assume the sole and absolute discretion respecting the defense of any third-party claim, and the use and choice of counsel as a condition to Kannaway’s obligation to any Brand Ambassador in accordance with this Section.
Kannaway shall have no obligation to indemnify a Brand Ambassador against any third-party claim if:
a) a Brand Ambassador has not complied with the Agreement respecting obligations and limitations covering the distribution and/or sale of the products; or
b) a Brand Ambassador has repackaged, altered or misused the product, made claims or given instructions or recommendations respecting the use, safety, efficacy, benefits or results, which do not comply with the approved literature of Kannway;
c) a Brand Ambassador settles or attempts to settle a claim without Kannway’s written approval; or
d) the claim arises from the sole negligence or willful misconduct of a Brand Ambassador.
9.4 - Arbitration
Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by confidential arbitration administered by the American Arbitration Association or other recognized arbitration service, under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator and may be entered in any court having jurisdiction thereof. Brand Ambassadors waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in the County of San Diego, California, unless the laws of the state in which a Brand Ambassador resides expressly require the application of its laws, in which case the arbitration shall be held in the capital of that state. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure.
NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE. BRAND AMBASSADORS WAIVE ALL RIGHTS TO CLASS ACTION PARTICIPATION.
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 selling 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. Brand Ambassadors will keep all arbitration activities confidential.
Nothing in these Policies and Procedures shall prevent Kannaway from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect Kannaway’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.
9.5 - Governing Law, Jurisdiction and Venue
The law of the State of California shall govern all other matters relating to or arising from the Agreement. Jurisdiction and venue shall be San Diego County, State of California. The Federal Arbitration Act shall govern all matters relating to arbitration.
9.5.1 - Louisiana Residents: Notwithstanding the foregoing, Louisiana residents may bring an action against Kannaway with jurisdiction and venue as provided by Louisiana law.
SECTION 10 - INACTIVITY AND CANCELLATION
10.1 - Effect of Cancellation
So long as a Brand Ambassador remains active and complies with the terms of the Brand Ambassador Agreement and these Policies and Procedures, Kannaway shall pay commissions to such Brand Ambassador in accordance with the Compensation Plan. A Brand Ambassador’s bonuses and commissions constitute the entire consideration for the Brand Ambassador’s efforts in generating sales and all activities related to generating sales (including building a Downline Organization). Following a Brand Ambassador’s termination for inactivity, or voluntary or involuntary termination of his or her Brand Ambassador Agreement (all of these methods are collectively referred to as “termination”), the former Brand Ambassador shall have no right, title, claim or interest to the marketing organization that he or she operated, or any commission or bonus from the sales generated by the organization. A Brand Ambassador whose business is terminated will lose all rights as a Brand Ambassador. This includes the right to sell Kannaway products and services and the right to receive future commissions, bonuses or other income resulting from the sales and other activities of a Brand Ambassador’s former Downline sales organization. In the event of termination, Brand Ambassadors agree to waive all rights they may have, including 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 his or her former Downline organization.
Following a Brand Ambassador’s termination of his or her Brand Ambassador Agreement, the former Brand Ambassador shall not hold himself or herself out as a Kannaway Brand Ambassador. A Brand Ambassador whose Brand Ambassador Agreement is terminated shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary termination).
10.2 - Termination
A Brand Ambassador has a right to cancel, at any time, regardless of reason. Termination must be submitted in writing to Kannaway at its principal business address. The written notice must include the Brand Ambassador’s signature, printed name, address and Brand Ambassador ID number.
Brand Ambassadors who have resigned may re-apply to become a Brand Ambassador with Kannaway after 6 months of inactivity (per section 4.4.3).
A Brand Ambassador’s position is subject to termination due to inactivity (i.e., merchant enrollments, no commissions, no sponsoring; and no attendance at any Kannaway functions, participation in any other form of Brand Ambassador activity, or operation of any other Kannaway business) after being inactive for six (6) full calendar months.
A Brand Ambassador’s violation of any of the terms of the Agreement, including any amendments that may be made by Kannaway in its sole discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary termination of his or her Brand Ambassador Agreement.
Cancellation shall be effective on the date on which written notice is electronically mailed (email), mailed, faxed or delivered to an express courier to a Brand Ambassador’s email address, last known address (or fax number), or to his or her attorney, or when a Brand Ambassador receives actual notice of termination, whichever occurs first.
10.4 - Non-Renewal
A Brand Ambassador may also voluntarily cancel his or her Brand Ambassador Agreement by failing to maintain the Agreement annually. Kannaway may also elect not to renew a Brand Ambassador’s Agreement.
10.5 - Complete Agreement
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