POLICIES AND PROCEDURES v1.0

1.0       INTRODUCTION

1.1       Mutual Commitment Statement

Baranta Health, LLC (“hereafter as “Baranta Health” and the “Company”) recognizes that in order to develop a long-term and mutually rewarding relationship with its business owners (“Distributor”) and Customers, Baranta Health and the Distributors must acknowledge and respect the true nature of the relationship and support the Customers.

A. In the spirit of mutual respect and understanding, Baranta Health is committed to:

  1. Provide prompt, professional and courteous service and communications to all of its Distributors and Customers;
  2. Provide the highest level of quality products, at fair and reasonable prices;
  3. Exchange or refund the purchase price of any product, service or membership as provided in our Return Policy;
  4. Deliver orders promptly and accurately;
  5. Pay commissions accurately and on a timely basis;
  6. Expedite orders or checks if an error or unreasonable delay occurs;
  7. Roll out new products and programs with Distributor input and planning;
  8. Implement changes in the Compensation Plan or Policies and Procedures that affect the Distributor with input from the Distributors;
  9. Support, protect and defend the integrity of the Baranta Health Business Opportunity;
  10. Offer Distributors an opportunity to grow with Baranta Health with such growth guided by the principles of Servant Leadership.

B.  In return, Baranta Health expects that its Distributors will:

  1. Conduct themselves in a professional, honest, and considerate manner;
  2. Present Baranta Health Corporate and product information in an accurate and professional manner;
  3. Present the Compensation Plan and Return Policy in a complete and accurate manner;
  4. Not make exaggerated income claims;
  5. Make reasonable effort (s) to support and train Distributors and Customers in their downline;
  6. Not engage in cross-line recruiting, unhealthy competition or unethical business practices;
  7. Provide positive guidance and training to Distributors and Customers in their downline while exercising caution to avoid interference with other downlines. As such, a Distributor is discouraged from providing cross-line training to a Distributor or Customer in a different organization without first obtaining consent of the Distributor’s or Customer’s upline leader;
  8. Support, protect, and defend the integrity of the Baranta Health Business Opportunity;
  9. Accurately complete and submit the Distributor Agreement and any requested supporting documentation in a timely manner.

1.2 Baranta Health Policies and Compensation Plan Incorporated into the Distributor Agreement

A. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Baranta Health Agreement, these Policies and Procedures, and the Baranta Health Compensation Plan.

B.  It is the responsibility of the sponsoring Distributor to provide the most current version of these Policies and Procedures (available on the Baranta Health website) and the Baranta Health Compensation Plan to each applicant prior to his, her and/or its execution of a Distributor Agreement.

1.3 Purpose of Policies

A. Baranta Health is a direct sales company that markets products and services through a network of business owners. To clearly define the relationship that exists between Distributors and Baranta Health, and to explicitly set a standard for acceptable business conduct, Baranta Health has established these Policies and Procedures.

B. Baranta Health Distributors are required to comply with: (i) all of the Terms and Conditions set forth in the Distributor Agreement, which Baranta Health may amend from time to time in its sole discretion; (ii) all federal, state, and/or local laws governing his, her and/or its Baranta Health business; and (iii) these Policies and Procedures.

C.  Baranta Health Distributors must review the information in these Policies and Procedures carefully. Should a Distributor have any questions regarding a policy or rule, the Distributor is encouraged to seek an answer from their Enroller or any other upline Distributor. If further clarification is needed the Distributor may contact Baranta Health Customer Service.

1.4  Changes, Amendments, and Modifications

A.  Because federal, state, and local laws, as well as the business environment, periodically change, Baranta Health reserves the right to amend the Agreement and the prices in its Baranta Health Product Price List in its sole and absolute discretion. Notification of amendments shall appear in Official Baranta Health Materials. This provision does NOT apply to the arbitration clause found in Section 13, which can only be modified via mutual consent.

B. Any such amendment, change, or modification shall be effective immediately upon notice by one of the following methods:

  1. Posting on the official Baranta Health website;
  2. Electronic mail (e-mail); or
  3. In writing through the Baranta Health newsletters or other Baranta Health communication channels.

1.5  Delays

Baranta Health shall not be responsible for delays or failures in performance of its obligations when such failure is due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, transportation difficulties, riot, war, fire, and/or weather, curtailment of a source of supply, or government decrees or orders.

1.6  Effective Date

These Policies and Procedures shall become effective as of June 24, 2016, and, at such time, shall automatically supersede any prior Policies and Procedures (the “old Policies and Procedures”), and, on that date, the old Policies and Procedures shall cease to have any force or effect.

2.0 BASIC PRINCIPLES

2.1  Becoming A Baranta Health Distributor

A.  To become a Distributor, an applicant must comply with the following requirements:

  1. Be of the age of majority (not a minor) in his or her state of residence;
  2. Reside or have a valid address in the United States or a U.S. territory;
  3. Have a valid taxpayer identification number (i.e. Social Security Number, Federal Tax ID Number, ITIN, etc.);
  4. Submit a properly completed and signed Distributor Agreement to Baranta Health; and
  5. Not be a Baranta Health employee, the Spouse of a Baranta Health employee or related to an employee of Baranta Health and living in the same household as such Baranta Health employee.

2.2  New Distributor Registration

  1.  A potential new Distributor may self-enroll on the Enroller’s website. In such event, instead of a physically signed Distributor Agreement, Baranta Health will accept the web-enrollment and Distributor Agreement by accepting the “electronic signature” stating the new Distributor has accepted the Terms and Conditions of such Distributor Agreement. Please note that such electronic signature constitutes a legally binding agreement between the Distributor and Baranta Health.
  2. Baranta Health reserves the right to require signed paperwork for any account, regardless of origin.
  3. If requested the signed Distributor Agreement must be received by Baranta Health within fourteen (14) days of enrollment.
  4. Signed documents, including, but not limited to, Distributor personal agreements, are legally binding contracts which must not be altered, tampered with or changed in any manner after they have been signed. False or misleading information, forged signatures or alterations to any document, including business registration forms, made after a document has been signed may lead to sanctions, up to and including involuntary termination of the Distributor’s position.

2.3  Rights Granted

A.  Baranta Health hereby grants to the Distributor a non-exclusive right, based upon the Terms and Conditions contained in the Distributor Agreement and these Policies and Procedures, to:

  1. Purchase Baranta Health products and services;
  2. Promote and sell Baranta Health products and services; and
  3. Sponsor new Distributors and Customers in the United States and in countries where Baranta Health may become established after the effective date of these Policies and Procedures.

2.4  Identification Numbers

  1. Each Distributor is required to provide his or her Social Security Number, or Federal Tax Identification Number, if located in the United States or any of its territories, to Baranta Health on the Distributor Agreement. Baranta Health reserves the right to withhold commission payments from any Distributor who fails to provide such information or who provides false information.
  2. Upon enrollment, Baranta Health will provide a Baranta Health Identification Number to the Distributor. This number will be used to place orders, structure organizations, and track commissions and bonuses.

2.5  Cancellation and Termination of the Distributor Agreement

  1. Any Distributor who has cancelled or who was terminated is not eligible to re-apply for a Baranta Health business for twelve (12) months following the cancellation or termination of the Distributor Agreement.
  2. The downline of a Distributor who has cancelled or who was terminated will roll up to the immediate, active upline Enroller.

2.6  Business Entities

  1. A corporation, partnership, LLC, or trust (collectively referred to as a “Business Entity”) may apply to be a Baranta Health Distributor. This Distributor business and position will remain temporary until the proper documents are submitted. The Business Entity must submit one of the following documents: Certificate of Incorporation, Articles of Organization, Partnership Agreement or appropriate Trust documents. Baranta Health must receive these documents within fourteen (14) days from the date the Distributor Agreement was signed.
  2. A Baranta Health Distributor may change their status under the same Enroller from an individual to a partnership, LLC, corporation, trust or from one type of business entity to another.

2.7  Independent Business Relationship; Indemnification for Actions

  1. The Baranta Health Distributor is an independent contractor, and not a purchaser of a franchise or business opportunity. Therefore, each Distributor’s success depends on his or her independent efforts.
  2. The Agreement between Baranta Health and its Distributors does not create an employer/employee relationship, agency, partnership, or joint venture between Baranta Health and the Distributor.
  3. Baranta Health Distributor shall not be treated as an employee of Baranta Health for any purposes, including, without limitation, for federal, state, and local tax purposes. All Distributors are responsible for paying local, state and federal taxes due from all compensation earned as a Distributor of Baranta Health. Any other compensation received by Distributors from Baranta Health will be governed by applicable U.S. tax laws (or the tax laws of any other applicable jurisdiction). The Distributor has no express or implied authority to bind Baranta Health to any obligation or to make any commitments by or on behalf of Baranta Health. Each Distributor, whether acting as management of a Business Entity or represented as an individual, shall establish his or her own goals, hours, and methods of operation and sale, so long as he or she complies with the Terms of the Distributor Agreement, these Policies and Procedures and applicable local, state, federal laws.
  4. The Baranta Health Distributor is fully responsible for all of his or her verbal and written communications made regarding Baranta Health products, services, and the Compensation Plan that are not expressly contained within official Baranta Health materials. Distributors shall indemnify and hold harmless Baranta Health, its directors, officers, employees, product suppliers and agents from any and against all liability including judgments, civil penalties, refunds, attorney fees and court costs incurred by Baranta Health as a result of the Distributor’s unauthorized representations or actions. This Provision shall survive the termination of the Baranta Health Distributor Agreement.

2.8  Insurance

  1. Business Pursuits Coverage. Baranta Health encourages Distributors to arrange insurance coverage for their business. A homeowner’s insurance policy does not cover business related injuries, or the theft of, or damage to, inventory or business equipment. Baranta Health Distributors need to contact their insurance agent to make certain their business property is protected. In most instances, this may be accomplished with a “Business Pursuit” endorsement to an existing homeowner’s policy.

2.9  Errors or Questions

  1. If a Distributor has questions about, or believes any errors have been made regarding commissions, bonuses, business reports, orders, or charges, the Distributor must notify Baranta Health in writing within thirty (30) days of the date of the error or incident in question. Any such errors, omissions or problems not reported within 30 days shall be deemed waived by the Distributor.

3.0  BARANTA HEALTH DISTRIBUTOR RESPONSIBILITIES

3.1  Correct Addresses

  1. It is the responsibility of the Distributor or Customer to make sure Baranta Health has the correct shipping address before any orders are shipped.
  2. A Distributor or Customer will need to allow up to thirty (30) days for processing after the notice of address change has been received by Baranta Health.
  3. A Distributor or Customer may be assessed a $20 fee for returned shipments due to an incorrect shipping address.

3.2  Training and Leadership

  1. Any Baranta Health Distributor who sponsors another Distributor into Baranta Health must perform an authentic assistance and training function to ensure his or her downline is properly operating his or her Baranta Health business. Sponsoring Distributors should have ongoing contact and communication with the Distributors in their downline organizations. Examples of communication may include, but are not limited to, newsletters, written correspondence, telephone, contact, team calls, voice-mail, e-mail, personal meetings, accompaniment of downline Distributors to Baranta Health meetings, training sessions and any other related functions.
  2. A sponsoring Baranta Health Distributor should monitor the Distributors in his or her downline organizations to ensure that downline Distributors do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, such Distributor should be able to provide documented evidence to Baranta Health of his or her ongoing fulfillment of the responsibilities of an Enroller.
  3. Upline Distributors are encouraged to motivate and train new Distributors about Baranta Health’s products and services, effective sales techniques, the Baranta Health Compensation Plan and compliance with company Policies and Procedures.
  4. Marketing product is a required activity in Baranta Health and must be emphasized in all recruiting presentations.
  5. We emphasize and encourage all Distributors to sell Baranta Health’s products and services to Customers.
  6. Use of Sales Aids. To promote both the products and the opportunity Baranta Health offers, Distributors must use the sales aids and support materials produced by Baranta Health. If Baranta Health Distributors develop their own sales aids and promotional materials, which include Internet advertising, notwithstanding Distributors’ good intentions, they may unintentionally violate any number of statutes or regulations affecting the Baranta Health business. These violations, although they may be relatively few in numbers, could jeopardize the Baranta Health opportunity for all Distributors. Accordingly, Distributors must submit all written sales aids, promotional materials, advertisements, websites and other literature to the Company for Company’s approval prior to use. Unless the Distributor receives specific written approval to use the material, the request shall be deemed denied. All Distributors shall safeguard and promote the good reputation of Baranta Health and its products. The marketing and promotion of Baranta Health, the Baranta Health opportunity, the Compensation Plan, and Baranta Health products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

3.3  Constructive Criticism; Ethics

  1. Baranta Health endorses the following code of ethics:
  • Negative and disparaging comments about Baranta Health, its products or Compensation Plan, by Distributors made to Baranta Health, in the Field or at Baranta Health meetings or events, or disruptive behavior at Baranta Health meetings or events, serve no purpose other than to dampen the enthusiasm of other Baranta Health Distributors. Baranta Health Distributors must not belittle Baranta Health, other Baranta Health Distributors, Baranta Health products or services, the Compensation Plan, or Baranta Health directors, officers, or employees, product suppliers or agents. Such conduct represents a material breach of these Policies and Procedures and may be subject to sanctions as deemed appropriate by Baranta Health.
  • Baranta Health desires to provide its independent Distributors with the best products and services and Compensation Plan in the industry. Accordingly, Baranta Health values constructive criticism and encourages the submission of written comments addressed to Baranta Health Compliance Department.
  • A Baranta Health Distributor must show fairness, tolerance, and respect to all people associated with Baranta Health, regardless of race, gender, social class or religion, thereby fostering a “positive atmosphere” of teamwork, good morale and community spirit.
  • A Distributor shall strive to resolve business issues, including situations with upline and downline Distributors, by emphasizing tact, sensitivity, good will and taking care not to create additional problems.
  • Baranta Health Distributors must be honest, responsible, professional and conduct themselves with integrity.
  • Baranta Health Distributors shall not make disparaging statements about Baranta Health, other Distributors, Baranta Health employees, product suppliers or agents, products, services, sales and marketing campaigns, or the Compensation Plan, or make statements that unreasonably offend, mislead or coerce others.
  • Baranta Health may take appropriate action against a Distributor if it determines, in its sole discretion, that a Distributor’s conduct is detrimental, disruptive, or injurious to Baranta Health or to other Distributors.

3.4   Reporting Policy Violation

A.  A Distributor who observes a policy violation by another Distributor should submit a written and signed letter (e-mail will not be accepted) of the violation directly to the Baranta Health Corporate office. The letter shall set forth the details of the incident as follows:

  1. The nature of the violation;
  2. Specific facts to support the allegations;
  3. Dates;
  4. Number of occurrences; Persons involved; and Supporting documentation

B.  Once the matter has been presented to Baranta Health, it will be researched thoroughly by the Compliance Department and appropriate action will be taken if required.

C.  This section refers to the general reporting of Policy violations as observed by other Distributors for the mutual effort to support, protect, and defend the integrity of the Baranta Health business and opportunity. If a Distributor has a grievance or complaint against another Distributor which directly relates to his or her Baranta Health business, the Procedures set forth in these Policies must be followed.

3.5   Sponsorship

  1. The Enroller is the person who introduces a Distributor or Customer to Baranta Health, helps them complete their enrollment, and supports and trains those in their downline.
  2. Baranta Health recognizes the Enroller as the name(s) shown on the first Physically signed Baranta Health Distributor Agreement on file; or Electronically signed Distributor Agreement from a website or a Baranta Health Distributors website.
  3. A Distributor Agreement that contains notations such as “by phone” or the signatures of other individuals (i.e. Enrollers, Spouses, relatives, or friends) is not valid and will not be accepted by Baranta Health.
  4. Baranta Health recognizes that each new prospect has the right to ultimately choose his or her own Enroller, but Baranta Health will not allow Distributors to engage in unethical sponsoring activities.
  5. All active Distributors in good standing have the right to sponsor and enroll others into Baranta Health. While engaged in sponsoring activities, it is not uncommon to encounter situations when more than one Distributor will approach the same prospect. It is the accepted courtesy that the new prospect will be sponsored by the first Distributor who presented a comprehensive introduction to Baranta Health products or business opportunity.
  6. A Protected Prospect is a guest of any Baranta Health Distributor or Customer who attended a Baranta Health event or conference call. For sixty (60) days following the event, a Protected Prospect cannot be solicited or sponsored by any other Baranta Health Distributor who attended the same event. A Baranta Health event can be defined as the following:
  7. Any Baranta Health training session; Conference call; Fly-in meeting; or Presentation, including but not limited to a Baranta Health at home presentation, whether sponsored by Baranta Health, a Distributor, a Customer, or an agent or agency designated by Baranta Health.

3.6  Cross Sponsoring Prohibition

  1. “Cross sponsoring” is defined as the enrollment into a different line of sponsorship of an individual, or Business Entity, that already has a signed Distributor Agreement. Actual or attempted cross sponsoring is not allowed. If cross sponsoring is verified by Baranta Health, sanctions up to and including termination of a Distributor’s position may be imposed.
  2. The use of a Spouse’s or relative’s name, trade names, assumed names, DBA names, corporation, partnership, trust, Federal ID numbers, or fictitious ID numbers to evade or circumvent this Policy is not permitted.
  3. This Policy does not prohibit the transfer of a Baranta Health business in accordance with Baranta Health Sale or Transfer Policy set forth in these Policies.

3.7  Adherence to the Baranta Health Compensation Plan

  1. A Distributor must adhere to the Terms of the Baranta Health Compensation Plan as set forth in these Policies and Procedures as well as in official Baranta Health literature. Deviation from the Compensation Plan is prohibited.
  2. A Distributor shall not offer the Baranta Health opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official Baranta Health literature.
  3. A  Distributor shall not require or encourage a current or prospective Customer or Distributor to participate in Baranta Health in any manner that varies from the Compensation Plan as set forth in official Baranta Health literature.
  4. A Distributor shall not require or encourage a current or prospective Customer or Distributor to make a purchase from or payment to any individual or other entity as a condition to participating in the Baranta Health Compensation Plan, other than such purchases or payments required to naturally build their business.

3.8  Adherence to Laws and Ordinances

  1. Many cities and counties have laws regulating certain home-based businesses. In most cases, these ordinances do not apply to Distributors because of the nature of the business.

However, Distributors must check their local laws and obey the laws that do apply to them.

  1. A Baranta Health Distributor shall comply with all federal, state, and local laws and regulations in their conduct of his or her Baranta Health business.

3.9   Compliance with Applicable Income Tax Laws

  1. Baranta Health will automatically provide a complete 1099 Miscellaneous Income Tax form (nonemployee compensation) to each US Distributor whose earnings for the year is at least $600 or who has purchased more than $5,000 of Baranta Health products for resale, or who received trips, prizes or awards valued at $600 or more. If earnings and purchases are less than stated above, IRS forms will be sent only at the request of the Distributor, and a minimum charge of $20 may be assessed by Baranta Health.
  2. A Distributor accepts sole responsibility for and agrees to pay all federal, state, and local taxes on any income generated as an independent Distributor, and further agrees to indemnify Baranta Health from any failure to pay such tax amounts when due.
  3. If a Distributor’s business is tax exempt, the Federal Tax Identification number must be provided to Baranta Health in writing.
  4. Baranta Health encourages all Distributors to consult with a tax advisor for additional information for their business.

3.10 One Baranta Health Business Per Distributor

A Distributor may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one (1) Baranta Health business. No individual may have, operate or receive compensation from more than one Baranta Health businesses. Individuals of the same family unit may each enter into or have an interest in their own separate Baranta Health businesses, only if each subsequent family position is placed frontline to the first family member enrolled. A “family unit” is defined as Spouses and dependent children living at or doing business at the same address.

3.11  Actions of Household Members or Affiliated Parties

If any member of a Distributor’s immediate household engages in any activity which, if performed by the Distributor, would violate any provision of the Agreement, such activity will be deemed a violation by the Distributor and Baranta Health may take disciplinary action pursuant to these Policies and Procedures against the Distributor. Similarly, if any individual associated in any way with a corporation, partnership, LLC, trust or other entity (collectively “Business Entity”) violates the Agreement, such action(s) will be deemed a violation by the Business Entity, and Baranta Health may take disciplinary action against the Business Entity. Likewise, if a Distributor enrolls in Baranta Health as a Business Entity, each Affiliated Party of the Business Entity shall be personally and individually bound to, and must comply with, the Terms and Conditions of the Agreement.

3.12  Solicitation for Other Companies or Products

  1. A Baranta Health Distributor may participate in other direct sales, multilevel, network marketing or relationship marketing business ventures or marketing opportunities. However, during the Term of this Agreement and for one (1) year thereafter, a Baranta Health Distributor may not recruit any Baranta Health Distributor or Customer for any other direct sales or network marketing business, unless that Distributor or Customer was personally sponsored by such Distributor.
  2. The term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way (either directly or through a third party), another Distributor or Customer to enroll or participate in any direct sales or network marketing opportunity. This conduct represents recruiting even if the Distributor’s actions are in response to an inquiry made by another Distributor or Customer.
  3. During the term of this Agreement and for a period of six (6) months thereafter, any Baranta Health Distributor must not sell, or entice others to sell, any competing products or services, including training materials, to Baranta Health Customers or Distributors. Any product or service in the same category as a Baranta Health product or service is deemed to be competing (i.e., any competing product or service regardless of differences in cost or quality. This provision does not apply where professional services are the primary source of revenue and the product sales are secondary (e.g., doctor’s offices, clinics, health clubs, spas and beauty salons).
  4. However, a Distributor may sell non-competing products or services to Baranta Health Customers and Distributors that they personally sponsored.
  5. A Distributor may not display or bundle Baranta Health products or services, in sales literature, on a website or in sales meetings, with any other products or services to avoid confusing or misleading a prospective Customer or Distributor into believing there is a relationship between the Baranta Health and non-Baranta Health products and services.
  6. A Baranta Health Distributor may not offer any non-Baranta Health opportunity, products or services at any Baranta Health related meeting, seminar or convention, or immediately following a Baranta Health event.
  7. A violation of any of the provisions in this section shall constitute unreasonable and unwarranted contractual interference between Baranta Health and its Distributors and would inflict irreparable harm on Baranta Health. In such event, Baranta Health may, at its sole discretion, impose any sanction it deems necessary and appropriate against such Distributor or such Distributor’s positions including termination, or seek immediate injunctive relief without the necessity of posting a bond.

3.13  Presentation of the Baranta Health Opportunity

In presenting the Baranta Health opportunity to potential Customers and Distributors, a Distributor is required to comply with the following provisions:

  1. A Distributor shall not misquote or omit any significant material fact about the Compensation Plan.
  2. A Distributor shall make it clear that the Compensation Plan is based upon the sales of Baranta Health products.
  3. A Distributor shall make it clear that success can be achieved only through substantial independent efforts.
  4. A Baranta Health Distributor shall not make unauthorized income projections, claims, or guarantees while presenting or discussing the Baranta Health opportunity or Compensation Plan to prospective Distributors or Customers.
  5. A Distributor may not make any claims regarding products or services of any products offered by Baranta Health, except those contained in official Baranta Health literature.
  6. A Distributor may not use official Baranta Health material to promote the Baranta Health business opportunity in any country where Baranta Health has not established a “presence.”
  7. In an effort to conduct best business practices, Baranta Health has developed the Income Disclosure Statement (“IDS”). The Baranta Health IDS is designed to convey truthful, timely, and comprehensive information regarding the income that Baranta Health Distributors earn. In order to accomplish this objective, a copy of the IDS must be presented to all prospective Distributors.

A copy of the IDS must be presented to a prospective Distributor anytime the Compensation Plan is presented or discussed, or any type of income claim or earnings representation is made.

The terms “income claim” and/or “earnings representation” (collectively “income claim”) include; (1) statements of average earnings, (2) statements of non-average earnings, (3) statements of earnings ranges, (4) income testimonials, (5) lifestyle claims, and (6) hypothetical claims. Examples of “statements of non-average earnings” include, “Our number one Distributor earned over a million dollars last year” or “Our average ranking Distributor makes five thousand per month.” An example of a “statement of earnings ranges” is “The monthly income for our higher ranking Distributors is ten thousand dollars on the low end to thirty thousand dollars a month on the high end.”

3.14  Sales Requirements Are Governed by the Compensation Plan

  1. Baranta Health Distributors may purchase Baranta Health products and then re-sell them at any price they choose unless otherwise specified by Baranta Health or by any/its product suppliers on a per product basis. Baranta Health will provide suggested selling prices. There are no exclusive territories granted to anyone. No franchise fees are applicable to a Baranta Health business.
  2. The Baranta Health program is built on sales to the ultimate consumer. Baranta Health encourages its Distributors to only purchase inventory that they and their family will personally consume, will be used as a sales tool, or will be resold to others for their ultimate consumption. Distributors must never attempt to influence any other Distributor to buy more products than they can reasonably use or sell to retail Customers in a month.
  3. Each Baranta Health Distributor commits to personally use, sell, or use in business building at least 70% of every order placed with the Company prior to placing another order, and must be able to certify to such if demanded by the Company or by any regulatory agency.
  4. Purchasing product solely for the purpose of collecting bonuses or achieving rank is prohibited. Baranta Health 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.

4.0  ORDERING

4.1  General Order Policies

A.  “Bonus Buying” is strictly and absolutely prohibited. Bonus Buying includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an Agreement by such individuals or Business Entities; (b) the fraudulent enrollment of an individual or entity as a Distributor or Customer; (c) the enrollment or attempted enrollment of non-existent individuals or Business Entities as Distributors or Customers (“phantoms”); (d) purchasing Baranta Health products or services on behalf of another Distributor or Customer, or under another Distributor’s or Customer’s ID number, to qualify for commissions or bonuses; (e) purchasing excessive amounts of products or services that cannot reasonably be used or resold in a month; and/or (f) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product or service purchases by end user consumers.

B.  A Distributor shall not use another Distributor’s or Customer’s credit card or debit checking account to enroll in Baranta Health or purchase products or services without the account holder’s written permission. Such documentation must be kept by the Distributor indefinitely in case Baranta Health needs to reference this.

C.  Regarding an order with an invalid or incorrect payment, Baranta Health will attempt to contact the Distributor by phone, mail or e-mail in order to obtain another form of payment. If these attempts are unsuccessful after 10 business days, the order will be canceled.

  1. If a Distributor wants to move an order to another Distributor’s position, he or she must have prior authorization, of all parties involved. Baranta Health will charge the Distributor a $20 fee for processing.
  2. Prices are subject to change without notice.
  3. A Distributor or Customer who is a recipient of a damaged or incorrect order must notify Baranta Health within thirty (30) calendar days from receipt of the order and follow the Procedures as set forth in these Policies.

4.2  Insufficient Funds

 All checks returned for insufficient funds will be re-submitted for payment. A $35 fee will be charged to the account of the Distributor or Customer for all returned checks and insufficient funds.

  1. Any outstanding balance owed to Baranta Health by a Distributor or Customer of the Distributor from NSF (non-sufficient funds) checks, returned check fees or insufficient fund fees (ACH) will be withheld by Baranta Health from a Distributor’s future bonus and commission checks.
  2. All transactions involving returned checks or insufficient funds through ACH or credit card, which are not resolved in a timely manner by the Distributor, constitute grounds for disciplinary sanctions.
  3. If a credit card order or automatic debit is declined the first time, the Customer or Distributor will be contacted for an alternate form of payment. If payment is declined a second time, the Customer or Distributor may be deemed ineligible to purchase Baranta Health products or services or participate in the monthly auto ship.

4.3  Sales Tax Obligation

  1. The Distributor shall comply with all state and local taxes and regulations governing the sale of Baranta Health products and services.
  2. Baranta Health will collect and remit sales tax on Distributor orders unless a Distributor furnishes Baranta Health with the appropriate Resale Tax Certificate form. When orders are placed with Baranta Health, sales tax is prepaid based upon the suggested retail price. Baranta Health will remit the sales tax to the appropriate state, Provincial and local jurisdictions. The Distributor may recover the sales tax when he or she makes a sale. Baranta Health Distributors are responsible for any additional sales taxes due on products marked up and sold at a higher price.
  3. Baranta Health encourages each Distributor to consult with a tax advisor for additional information for his or her business.

5.0       PAYMENT OF COMMISSIONS & BONUSES

5.1       Bonus and Commission Qualifications

  1. A Distributor must be active and in compliance with Baranta Health Policies and Procedures to qualify for bonuses and commissions. So long as a Distributor complies with the Terms of the Agreement, Baranta Health shall pay commissions to such Distributor in accordance with the Compensation Plan.
  2. Baranta Health will not issue a payment to a Distributor without the receipt of a completed and signed Baranta Health Distributor Agreement or Electronic Authorization.
  3. Baranta Health reserves the right to postpone bonus and commission payments until such time the cumulative amount exceeds $25.

5.2  Computation of Commissions and Discrepancies

  1. In order to qualify to receive commissions and bonuses, a Distributor must be in good standing and comply with the Terms of the Agreement and these Policies and Procedures. Commissions, bonuses, overrides, and achievement levels are calculated each month.
  2. A Baranta Health Distributor must review his or her monthly statement and bonus/commission reports promptly and report any discrepancies within thirty (30) days of receipt. After the 30-day “grace period” no additional requests will be considered for commission recalculations.
  3. For additional information on payment of commissions, please review the Compensation Plan.

5.3  Adjustments to Bonuses and Commissions for Returned Products or Distributor Memberships.

  1. A Distributor receives bonuses and commissions based on the actual sales of products and services to end consumers and to Distributors through product and service purchases. When a product or service is returned to Baranta Health for a refund from the end consumer or by a Distributor, the bonuses and commissions attributable to the returned product or service will be deducted from the Distributor who received bonuses or commissions on such sales. Deductions will occur in the month in which the refund is given and continue every pay period thereafter until the bonus/and or commission is recovered.
  2. In the event that a Distributor terminates his or her position, and the amounts of the bonuses or commissions attributable to the returned products or services have not yet been fully recovered by Baranta Health, the remainder of the outstanding balance may be offset against any other amounts that may be owed by Baranta Health to the terminated Distributor.

6.0  SATISFACTION GUARANTEED AND RETURN OF SALES AIDS

Baranta Health offers a one hundred percent (100%) ninety-day money back guarantee for all Customers. If a Customer purchased a product or service and is not satisfied with the product or service, the Customer may request a refund from their Distributor. If you are not 100% satisfied with our products, you may return the items for a refund if neither you nor we have terminated the Agreement and the products or services were purchased within twelve (12) months and remain in resaleable condition. The refund shall be ninety percent (90%) of the purchase price minus any commissions paid. Shipping and handling charges incurred will not be refunded.

Upon cancellation of the Agreement, the Distributor may return all generic sales aids purchased within one (1) year from the date of cancellation for a refund if he or she is unable to sell or use the merchandise. A Distributor may only return sales aids he or she personally purchased from the Company under his or her Distributor Identification Number, and which are in Resalable condition. Any custom orders of printed sales aids (i.e. business cards, brochures, etc.) whereon the Distributor’s contact information is imbedded or hard printed, or has been added by the Distributor, are not able to be returned in resalable condition thus are nonrefundable. Upon Baranta Health Distributor’s receipt of the products and sales aids, the Distributor will be reimbursed ninety percent (90%) of the net cost of the original purchase price(s), less shipping and handling charges. If the purchases were made through a credit card, the refund will be credited back to the same credit card account. The Company shall deduct from the reimbursement paid to the Distributor any commissions, bonuses, rebates or other incentives received by the Distributor which were associated with the merchandise that is returned.

6.1  Return Process

A.  All returns, whether by a Customer, or Distributor, must be made as follows:

  1. Obtain Return Merchandise Authorization (“RMA”) from Baranta Health;
  2. Ship items to the address provided by Baranta Health 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.
  5. All returns must be shipped to Baranta Health pre-paid, as Baranta Health does not accept shipping collect packages. Baranta Health recommends shipping returned product by UPS or FedEx with tracking and insurance as risk of loss or damage in shipping of the returned product shall be borne solely by the Customer or Distributor. If returned product is not received at Baranta Health Distribution Center, it is the responsibility of the Customer or Distributor to trace the shipment and no credit will be applied.

B.  The return of $500 or more of products accompanied by a request for a refund within a calendar year, by a Distributor, may constitute grounds for involuntary termination.

7.0  PRIVACY POLICY

7.1  Introduction

This Privacy Policy is to ensure that all Customers and Distributors understand and adhere to the basic principles of confidentiality.

7.2  Expectation of Privacy

  1. Baranta Health recognizes and respects the importance its Customers and Distributors place on the privacy of their financial and personal information. Baranta Health will make reasonable efforts to safeguard the privacy of, and maintain the confidentiality of its Customers’, and Distributors’ financial and account information and nonpublic personal information.
  2. By entering into the Distributor Agreement, a Distributor authorizes Baranta Health to disclose his or her name and contact information to uplines Distributors solely for activities related to the furtherance of the Baranta Health business. A Distributor hereby agrees to maintain the confidentiality and security of such information and to use it solely for the purpose of supporting and servicing his or her downline organization and conducting the Baranta Health business.

7.3  Employee Access to Information

Baranta Health limits the number of employees who have access to Customer’s and Distributors’ nonpublic personal information.

7.4  Restrictions on the Disclosure of Account Information

Baranta Health will not share non-public personal information or financial information about current or former Customers or Distributors with third parties, except as permitted or required by laws and regulations, court orders, or to serve the Customers’ or Distributors’ interests or to enforce its rights or obligations under these Policies and Procedures, or Distributor’s Agreement or with written permission from the account holder on file.

8.0  PROPRIETARY INFORMATION AND TRADE SECRETS

8.1  Business Reports, Lists, and Proprietary Information

By completing and signing the Baranta Health Distributor Agreement, the Distributor acknowledges that Business Reports, lists of Customer and Distributor names and contact information and any other information, which contain financial, scientific or other information both written or otherwise circulated by Baranta Health pertaining to the business of Baranta Health (collectively, “Reports”), are confidential and proprietary information and trade secrets belonging to Baranta Health.

8.2  Obligation of Confidentiality

During the Term of the Baranta Health Distributor Agreement and for a period of five (5) years after the termination or cancellation of the Distributor Agreement between the Distributor and Baranta Health, the Distributor shall not:

  1. Use the information in the Reports to compete with Baranta Health or for any purpose other than promoting his or her Baranta Health business;
  2. Use or disclose to any person or entity any confidential information contained in the Reports, including the replication of the genealogy in another network marketing company.

8.3  Breach and Remedies

  1. The Distributor acknowledges that such proprietary information is of such character as to render it unique and that disclosure or use thereof in violation of this provision will result in irreparable damage to Baranta Health and to independent Baranta Health businesses. Baranta Health and its Distributors will be entitled to injunctive relief or to recover damages against any Distributor who violates this provision in any action to enforce its rights under this section. The prevailing party shall be entitled to an award of attorney’s fees, court costs and expenses.

8.4  Return of Materials

  1. Upon demand by Baranta Health, any current or former Distributor will return the original and all copies of all “Reports” to Baranta Health together with any Baranta Health confidential information in such person’s possession.

9.0  ADVERTISING, PROMOTIONAL MATERIAL, USE OF COMPANY NAMES AND TRADEMARKS

9.1  Labeling, Packaging, and Displaying Products

A.  A Baranta Health Distributor may not re-label, re-package, refill, or alter labels of any Baranta Health product, or service, information, materials or program(s) in any way. Baranta Health products and services must only be sold in their original containers from Baranta Health. Such re-labeling or re-packaging violates Federal, and State and Provincial laws, which may result in criminal or civil penalties or liability.

B.  A Baranta Health Distributor shall not cause any Baranta Health product or service or any Baranta Health trade name to be sold or displayed in retail establishments except:

  1. Where professional services are the primary source of revenue and the product sales are secondary (e.g., doctor’s offices, clinics, health clubs, spas and beauty salons);
  2. Where the retail establishment is owned or managed by the Distributor and the store does not exceed $1 million in annual gross revenue, and there are five (5) or fewer stores under common ownership of management.

C.  Baranta Health will permit Distributors to solicit and make Commercial Sales upon prior written approval from Baranta Health. For the purpose of these Policies and Procedures, the term “Commercial Sale” means the sale of:

  1. Baranta Health products that equal or exceed $5,000 in a single order;
  2. Products sold to a third party who intends to resell the products to an end consumer.

D.  A Distributor may sell Baranta Health products and services and display the Baranta Health trade name at any appropriate display booth (such as trade shows) upon prior written approval from Baranta Health.

  1. Baranta Health reserves the right to refuse authorization to participate at any function that it does not deem a suitable forum for the promotion of its products and services, or the Baranta Health opportunity.

9.2  Use of Company Names and Protected Materials

A.  A Baranta Health Distributor must safeguard and promote the good reputation of Baranta Health and the products and services it markets. The marketing and promotion of Baranta Health, the Baranta Health opportunity, the Compensation Plan, and Baranta Health products and services will be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct and practices.

  1. All promotional materials supplied or created by Baranta Health must be used in their original form and cannot be changed, amended or altered except with prior written approval from the Baranta Health Compliance Department.
  2. The name of Baranta Health, each of its product and service names and other names that have been adopted by Baranta Health in connection with its business are proprietary trade names, trademarks and service marks of Baranta Health. As such, these marks are of great value to Baranta Health and are supplied to Distributors for their use only in an expressly authorized manner.

B.  A Baranta Health Distributor’s use of the name “Baranta Health” is restricted to protect Baranta Health proprietary rights, ensuring that the Baranta Health protected names will not be lost or compromised by unauthorized use. Use of the Baranta Health name on any item not produced by Baranta Health is prohibited except as follows:

  1. [Distributor’s name] Independent Baranta Health Distributor
  2. [Distributor’s name] Independent Distributor of Baranta Health products and services.

C.   Further procedures relating to the use of the Baranta Health name are as follows:

  1. All stationary (i.e. letterhead, envelopes, and business cards) bearing the Baranta Health name or logo intended for use by the Distributor must be approved in writing by the Baranta Health Compliance Department.
  2. Baranta Health Distributors may list “Independent Baranta Health Distributor or Distributor” in the white pages of the telephone directory under his or her own name.

D.  Baranta Health Distributors may not use the name Baranta Health or Baranta Health in answering his or her telephone, creating a voice message or using an answering service, such as to give the impression to the caller that they have reached the corporate office. They may state, “Independent Baranta Health Distributor.”

E.  Certain photos and graphic images used by Baranta Health in its advertising, packaging, and websites are the result of paid contracts with outside vendors that do not extend to Distributors. If a Distributor wants to use these photos or graphic images, they must negotiate individual contracts with the vendors for a fee.

F.  A Baranta Health Distributor shall not appear on or make use of television or radio, or make use of any other media to promote or discuss Baranta Health or its programs, products or services without prior written permission from the Baranta Health Compliance Department.

G.  A Distributor may not produce for sale or distribution any Company event or speech, nor may a Distributor reproduce Baranta Health audio or video clips for sale or for personal use without prior written permission from the Baranta Health Compliance Department.

  1. Baranta Health reserves the right to rescind its prior approval of any sales aid or promotional material to comply with changing laws and regulations and may request the removal from the marketplace of such materials without financial obligation to the affected Distributor.
  2. A Distributor shall not promote non-Baranta Health products or services in conjunction with Baranta Health products or services on the same websites or same advertisement without prior approval from Baranta Health Compliance.
  3. Claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any products offered by Baranta Health may not be made except those contained in official Baranta Health literature. In particular, no Distributor may make any claim that Baranta Health products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only do such claims violate Baranta Health policies, but also they potentially violate federal and state laws and regulations, including the federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act.

9.3  E-mail Limitations

A.  Except as provided in this section, a Distributor may not use or transmit unsolicited email, mass email distribution, or “spamming” that advertises or promotes the operation of his or her Baranta Health business. The exceptions are:

  1. E-mailing any person who has given prior permission or invitation;
  2. E-mailing any person with whom the Distributor has established a prior business or personal relationship.

B.  In all states or territories where prohibited by law, a Distributor may not transmit, or cause to be transmitted through a third party, (by telephone, computer or other device), an unsolicited advertisement to any equipment, which has the capacity to transcribe text or images from an electronic signal received over a regular telephone line, cable line, ISDN, T1 or any other signal carrying device, except as set forth in this section.

C.  All e-mail or computer broadcasted documents subject to this provision shall include each of the following:

  1. A clear and obvious identification that the e-mail message is an advertisement or solicitation. The words “advertisement” or “solicitation” should appear in the subject line of the message;
  2. A clear return path or routing information;

D.  The use of legal and proper domain name;

  1. A clear and obvious notice of the opportunity to decline to receive further commercial e-mail messages from the sender;
  2. Unsubscribe or opt-out instructions should be the very first text in the body of the message box in the same size text as the majority of the message;
  3. The true and correct name of the sender, valid senders e-mail address, and a valid sender physical address;
  4. The date and time of the transmission;
  5. Upon notification by recipient of his or her request not to receive further e-mailed documents, a Baranta Health Distributor shall not transmit any further documents to that recipient.

E.  All e-mail or computer broadcasted documents subject to this provision shall not include any of the following:

  1. Use of any third party domain name without permission;
  2. Sexually explicit materials.

9.4  Internet and Third-Party Website Restrictions

A.  A Distributor may not use or attempt to register any of Baranta Health’s trade names, trademarks, service names, service marks, product names, URLs, advertising phrases, the Company’s name or any derivative thereof, for any purpose including, but not limited to, Internet domain names (URL), third party websites, e-mail addresses, web pages, or blogs.

B.  A Baranta Health Distributor may not sell Baranta Health products, services or offer the Business Opportunity using “online auctions,” such as eBay®.

C.  All Distributors may have one (1) Approved third-party website. A third-party website is a Baranta Health-approved personal website that is hosted on non-Baranta Health servers and has no affiliation with Baranta Health. Any Distributor who wishes to develop their own third-party website must submit a properly completed third-party website Application and Agreement along with the proper Website registration fee and receive Baranta Health’s prior written approval before going live with their third-party website. Third-party websites may be used to promote your business and Baranta Health’s products so long as the third-party website adheres to Baranta Health’s advertising policies. Moreover, no orders may be placed through third-party websites, and no enrollments may occur through a third-party website. If you wish to use any third-party website, you must do the following:

  1. Identify yourself as a Distributor for Baranta Health;
  2. Use only the approved images and wording authorized by Baranta Health;
  3. Adhere to the branding, trademark, and image usage policies described in this document.
  4. Adhere to any other provision regarding the use of a third-party website described in this document;
  5. Agree to give the Compliance Department at Baranta Health access to the third-party website and, if the website is password protected, the Compliance Department must receive passwords or credentials allowing unlimited access.
  6. Agree to modify your website to comply with current or future Baranta Health policies.

B.  All marketing materials used on a Distributor’s third-party website must be provided by Baranta Health or approved in writing by Baranta Health.

C.  To avoid confusion, the following three elements must also be prominently displayed at the top of every page of your third-party website:

  1. The Baranta Health Distributor Logo
  2. Your Name and Title
  3. Baranta Health Corporate Website Redirect Button

D.  A Distributor may not use third-party sites that contain materials copied from corporate sources (such as Baranta Health brochures, CDs, videos, tapes, events, presentations, and corporate websites). This Policy ensures brand consistency, allows Customers and Distributors to stay up-to-date with changing products, services and information, facilitates enrollment under the correct Sponsor, and assists in compliance with government regulations.

  1. If the independent Baranta Health business of a Distributor who has received authorization to create and post an third-party website is voluntarily or involuntarily canceled for any reason, or if Baranta Health revokes its authorization allowing the Distributor to maintain a third-party website, the Distributor shall assign the URL to his/her third-party website to the Baranta Health within three (3) days from the date of the cancellation and/or re-direct all traffic to the site as directed by the Baranta Health. Baranta Health reserves the right to revoke any Distributor’s right to use a third-party website at any time if Baranta Health believes that such revocation is in the best interest of Baranta Health, its Distributors, and Customers. Decisions and corrective actions in this area are at Baranta Health’s sole discretion.

E.   Social Media sites may not be used to sell or offer to sell Baranta Health products or services. PROFILES A DISTRIBUTOR GENERATES IN ANY SOCIAL COMMUNITY WHERE BARANTA HEALTH IS DISCUSSED OR MENTIONED MUST CLEARLY IDENTIFY THE DISTRIBUTOR AS A BARANTA HEALTH DISTRIBUTOR, and when a Distributor participates in those communities, Distributors must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at Baranta Health’s sole discretion, and offending Distributors will be subject to disciplinary action. Banner ads and images used on these sites must be current and must come from the Baranta Health approved library. If a link is provided, it must link to the posting Distributor’s Replicated website or an approved third-party website.

  1. Anonymous postings or use of an alias on any Social Media site is prohibited, and offending Distributors will be subject to disciplinary action.
  2. Distributors may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Distributors create or leave must be useful, unique, relevant and specific to the blog’s article.
  3. Distributors must disclose their full name on all Social Media postings, and conspicuously identify themselves as an independent Distributor for Baranta Health. Anonymous postings or use of an alias is prohibited.
  4. Postings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the Baranta Health income opportunity, Baranta Health’s products and services, and/or your biographical information and credentials.
  5. Distributors are personally responsible for their postings and all other online activity that relates to Baranta Health. Therefore, even if a Distributor does not own or operate a blog or Social Media site, if a Distributor posts to any such site that relates to Baranta Health or which can be traced to Baranta Health, the Distributor is responsible for the posting. Distributors are also responsible for postings which occur on any blog or Social Media site that the Distributor owns, operates, or controls.
  6. As a Baranta Health Distributor, it is important to not converse with any person who places a negative post against you, other Distributors, or Baranta Health. Report negative posts to Baranta Health at customerservice@BarantaHealth.com. Responding to such negative posts often simply fuels a discussion with someone carrying a grudge that does not hold themselves to the same high standards as Baranta Health, and therefore damages the reputation and goodwill of Baranta Health.

F.   The distinction between a Social Media site and a website may not be clear-cut, because some Social Media sites are particularly robust, Baranta Health therefore reserves the sole and exclusive right to classify certain Social Media sites as third-party websites and require that Distributors using, or who wish to use, such sites adhere to the Baranta Health’s policies relating to third-party websites.

  1. If your Baranta Health business is cancelled for any reason, you must discontinue using the Baranta Health name, and all of Baranta Health’s trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all Social Media sites that you utilize. If you post on any Social Media site on which you have previously identified yourself as an independent Baranta Health Distributor, you must conspicuously disclose that you are no longer an independent Baranta Health
  2. Failure to comply with these Policies for conducting business online may result in the Distributor losing their right to advertise and market Baranta Health products, services and Baranta Health’s business opportunity online in addition to any other disciplinary action available under the Policies and Procedures.

9.5  Advertising and Promotional Materials

A.  You may not advertise any Baranta Health products or services at a price LESS than the highest company published, established retail price of ONE offering of the Baranta Health product or service plus shipping, handling and applicable taxes. No special enticement advertising is allowed. This includes, but is not limited to, offers of free membership, free shipping, or other such offers that grant advantages beyond those available through the Company.

  1. Advertising and all forms of communications must adhere to principles of honesty and propriety.
  2. All advertising, including, but not limited to, print, Internet, computer bulletin boards, television, radio, etc., are subject to prior written approval by the Baranta Health Compliance Department.
  3. All requests for approvals with respect to advertising must be directed in writing to the Baranta Health Compliance Department.
  4. Baranta Health approval is not required to place blind ads that do not mention Baranta Health, its employees, any of its products, services, designs, symbols, programs, and trademarked, copyrighted, or otherwise protected materials.
  5. A Distributor who is currently paid at the Ambassador rank may create his or her own ads or promotional materials including the development of commercials, infomercials and additional third-party websites. However, all such materials, and any subsequent changes thereto shall be submitted to the Baranta Health Compliance Department for approval.
  6. Ambassadors are encouraged to work with the Compliance Department prior to the production of commercials, infomercials, or websites.
  7. Baranta Health reserves the right to rescind its prior approval of submitted advertising or promotional materials in order to comply with changing laws and regulations, and may require the removal of such advertisements from the marketplace without obligation to the affected Distributor.

9.6  Testimonial Permission

  1. By signing the Baranta Health Distributor Agreement, a Distributor gives Baranta Health permission to use his or her testimonial or image and likeness in corporate sales materials, including but not limited to print media, electronic media, audio and video. In consideration of being allowed to participate in the Baranta Health Business Opportunity, a Distributor waives any right to be compensated for the use of his or her testimonial or image and likeness even though Baranta Health may be paid for items or sales materials containing such image and likeness. In some cases, a Distributor’s testimonial may appear in another Distributor’s advertising materials. If a Distributor does not wish to participate in Baranta Health sales and marketing materials, he or she should provide a written notice to the Baranta Health Compliance Department to ensure that his or her testimonial or image and likeness will not be used in any corporate materials, corporate recognition pieces, advertising or recordings of annual events.

9.7  Telemarketing – Limitations

A.  A Baranta Health Distributor must not engage in telemarketing in relation to the operation of the Distributor’s Baranta Health business. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of Baranta Health products or services, or to recruit them for the Baranta Health opportunity.

B.  The Federal Trade Commission (“FTC”) and the Federal Communications Commission (“FCC”) 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.

C.  While a Distributor may not consider himself or herself a “telemarketer” in the traditional sense, these regulations broadly define the term “telemarketer” and “telemarketing” so that the unintentional action of calling someone whose telephone number is listed on the Federal “Do Not Call” registry could cause the Distributor to violate the law. These regulations must not be taken lightly, as they carry significant penalties (up to $11,000 per violation).

D.  Cold calls” or “state-to-state calls” made to prospective Customers, or Distributors that promote either Baranta Health products, services or the Baranta Health opportunity is considered telemarketing and is prohibited.

E.  Exceptions to Telemarketing Regulations.

  1. A Baranta Health Distributor may place telephone calls to prospective Customers, or Distributors under the following limited situations:
  2.  If the Distributor has an established business relationship with the prospect;
  3. In response to the prospect’s personal inquiry or application regarding a product or service offered by the Baranta Health Distributor, within three (3) months immediately before the date of such a call;
  4. If the Distributor receives written and signed permission from the prospect authorizing the Distributor to call;
  5. If the call is to family members, personal friends, and acquaintances. However, if a Distributor makes a habit of collecting business cards from everyone he/she meets and subsequently calls them, the FTC may consider this a form of telemarketing that is not subject to this exemption;
  6. Baranta Health Distributors engaged in calling “acquaintances,” must make such calls on an occasional basis only and not as a routine practice.

F.  A Distributor shall not use automatic telephone dialing systems in the operation of his or her Baranta Health businesses.

  1. Failure to abide by Baranta Health policies or regulations as set forth by the FTC and FCC regarding telemarketing may lead to sanctions against the Distributor’s position, up to and including termination of the position.

G.  By signing the Distributor Agreement, or by accepting commission checks, other payments or awards from Baranta Health, a Distributor gives permission to Baranta Health and other Distributors to contact them as permitted under the Federal Do Not Call regulations.

  1. In the event a Distributor violates this section, Baranta Health reserves the right to institute legal proceedings to obtain monetary or equitable relief.

10.0  INTERNATIONAL MARKETING

10.1  International Marketing Policy

  1. A  Baranta Health Distributor is authorized to sell Baranta Health products and services, to Customers and Distributors only in the countries in which Baranta Health is authorized to conduct business, according to the Policies and Procedures of each country. Baranta Health Distributors may not sell products or services in any country where Baranta Health products and services have not received applicable government authorization or approval.
  2. A Distributor may not, in any unauthorized country, conduct sales, enrollment or training meetings, enroll or attempt to enroll potential Customers, or Distributors, nor conduct any other activity for the purpose of selling Baranta Health products and services, establishing a sales organization, or promoting the Baranta Health business opportunity.

11.0     CHANGES TO A DISTRIBUTOR BUSINESS

11.1     Modification of the Distributor Agreement

  1. A Baranta Health Distributor may modify his or her existing Distributor Agreement (i.e., change a social security number to a Federal ID number, add a Spouse or partner to the account, or change the form of ownership from an individual to a Business Entity owned by the Distributor) by submitting a written request, accompanied by a new Distributor Agreement and the Business Registration Form, if applicable, completed with fresh signatures (not a “crossed out” or “white-out” version of the first Agreement), and any appropriate supporting documentation.

11.2     Change Enroller or Placement for Active Distributors

A.  Maintaining the integrity of the organizational structure is mandatory for the success of Baranta Health and our independent Distributors. As such, under exceptional circumstances at the discretion of the Company, a request to change placement may only be made within the first thirty (30) days of initial enrollment as a Distributor. Furthermore, such changes may only occur within the same organization.

B.  Sponsors may make “Placement changes” from one Distributor to another for personally sponsored (frontline) Distributors during the first 30 days of enrollment.

C.  New Distributors or their original Sponsor may request a change of Sponsor or Placement within the first 30 days of enrollment for the purpose of structuring an organization. The new Distributor Agreement must be received within the calendar month for commission calculations to be effective with the requested change.

D.  To change or correct the Enroller, a Distributor must comply with following procedures:

  1. Submit an Enroller Placement Transfer Form;
  2. Submit a Baranta Health Distributor Agreement showing the correct Enroller and Placement, and any appropriate supporting documentation;
  3. The Distributor Agreement must be a new, completed document bearing “fresh” signatures, not a “crossed-out” or “white-out” version of the first Agreement.

E.  Upon approval, the Distributor’s downline, if any, will transfer with the Distributor.

F.  If one transfer has already been made a $20 fee will be assessed for the second and for each transfer thereafter.

G.  After the first 30 days from initial enrollment, Baranta Health will honor the Enroller/Placement as shown:

  1. On the most recently signed Distributor Agreement on file; or
  2. Self-enrolled on the website (i.e., electronically signed Web Agreement).

H.  Baranta Health retains the right to approve or deny any requests to change Enroller or Placement, and to correct any errors related thereto at any time and in whatever manner it deems necessary.

11.3     Change Enroller or Placement for Inactive Distributors

A.  At the discretion of Baranta Health, Distributors who did not participate in an auto ship or have not ordered products or services for at least twelve (12) months, and who have not tendered a letter of resignation, are eligible to re-enroll in Baranta Health under the Enroller/Placement of their choice.

B. In order for your account to remain eligible to retain downline, you must generate 70 points or more in PSV (combined personal and or customer volume) in at least one calendar month within a three-calendar-month period accumulated across all Baranta Health brands (or any one alone). For example, if your PSV for the month of May is 70 points or more, you will be eligible to retain downline for the next three months; June, July, and August.  Loss of downline will become effective on the day following the last day of the third consecutive month of inactivity.

C.  Upon written notice to Baranta Health that a former Distributor wishes to re-enroll, Baranta Health will “compress” (close) the original account. A new Baranta Health ID number will then be issued to the former Distributor.

  1. Such Distributor does not retain former rank, downline, or rights to commission checks from his or her former organizations.
  2. Baranta Health reserves the right to correct Enroller or Placement errors at any time and in whatever manner it deems necessary.

11.4     Change Organizations

A.  If a Baranta Health Distributor wishes to transfer organizations, he or she must submit a letter of resignation to the Baranta Health Customer Service Department and remain inactive (place no orders, or be on an auto ship) with or in Baranta Health for 6 months from the receipt of the letter before being eligible to re-enroll under a different Enroller/Placement.

B.  Baranta Health retains the right to approve or deny any request to re-enroll after a Distributor’s resignation.

C.  If re-enrollment is approved, the former Distributor will be issued a new Baranta Health ID number and will be required to submit a new Distributor Agreement. The Distributor will not be entitled to keep any former rank, downline, or rights to commission checks from any prior organization.

D.  Transfers may not be done outside of the original organization.

  • Unethical Sponsoring
  1. Unethical sponsoring activities include, but are not limited to, enticing, bidding or engaging in unhealthy competition in trying to acquire a prospect or new Distributor from another Distributor or influencing another Distributor to transfer to a different sponsor.
  2. Allegations of unethical sponsoring must be reported in writing to the Baranta Health Compliance Department within the first ninety (90) days of enrollment. If the reports are substantiated, Baranta Health may transfer the Distributor or the Distributor’s downline to another sponsor, Placement or organization without approval from the current up-line Sponsor or Placement Distributors. Baranta Health remains the final authority in such cases.
  3. Baranta Health prohibits the act of “Stacking.” Stacking is the unauthorized manipulation of the Baranta Health compensation system and/or the marketing plan in order to trigger commissions or cause a promotion of a downline Distributor in an unearned manner. One example of stacking occurs when an Enroller places non-personally sponsored participants under an inactive downline without his or her knowledge in order to trigger unearned qualification for commissioning. Stacking is unethical and unacceptable behavior, and as such, it is a punishable offense with measures up to and including the termination of the independent consultant positions of all individuals and/or entities found to be directly involved.
  4. Should Distributors engage in solicitation and/or enticement of members of another direct sales company to sell or distribute Baranta Health products and services to, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration, or mediation is brought against a Distributor alleging that they engaged in inappropriate recruiting activity of another company’s sales force or Customers, Baranta Health will not pay any of Distributor’s defence costs or legal fees, nor will Baranta Health indemnify the Distributor for any judgment, award, or settlement.

11.6     Sell, Assign or Delegate Ownership

A.  In order to preserve the integrity of the hierarchical structure, it is necessary for Baranta Health to place restrictions on the transfer, assignment, or sale of a position.

B.  A Baranta Health Distributor may not sell or assign his or her rights or delegate his or her position as a Distributor without prior written approval by Baranta Health, which approval will not be unreasonably withheld. Any attempted sale, assignment, or delegation without such approval may be voided at the discretion of Baranta Health.

C.  Should the sale be approved by Baranta Health, the Buyer assumes the position of the Seller at the current qualified title, but at the current “paid as” rank, at the time of the sale and acquires the Seller’s Downline.

D.  To request corporate authorization for a sale or transfer of a Baranta Health position, the following items must be submitted to the Baranta Health Compliance Department:

  1. A Sale/Transfer of position Form properly completed, with the requisite signatures.
  2. A copy of the Sales Agreement signed and dated by both Buyer and Seller
  3. A Baranta Health Distributor Agreement completed and signed by the Buyer;
  4. Payment of the $100 administration fee;
  5. Any additional supporting documentation requested by Baranta Health.
  6. Any debt obligations that either Seller or Buyer may have with Baranta Health must be satisfied prior to the approval of the sale or transfer by Baranta Health.

E.  A Baranta Health Distributor who sells his or her position is not eligible to re-enroll as a Baranta Health Distributor in any organization for six (6) full calendar months following the date of the sale except as otherwise expressly set forth in these Policies and Procedures.

 11.7  Separating a Baranta Health Business

A.  Pending a divorce or dissolution of a partnership or other business entity, the parties must adopt one of the following methods of operation;

  1. One of the parties may, with the written consent of the other(s), operate the Baranta Health business whereby the relinquishing Spouse, shareholders, partners, members or trustees authorize Baranta Health to deal directly and solely with the other Spouse, non-relinquishing shareholder, partner, member or trustee;
  2. The parties may continue to operate the Baranta Health business jointly on a “business as usual” basis, whereupon all compensation paid by Baranta Health will be paid in the name designated as the Distributors or in the name of the entity to be divided, as the parties may independently agree between them. If no name is stipulated, Baranta Health will pay compensation to the name on record and in such event, the Distributor named on the account shall indemnify Baranta Health from any claims from the other business owner(s) or the other Spouse with respect to such payment.

B.  Baranta Health recognizes only one Downline organization and will issue only one commission check per Baranta Health business per commission cycle. Under no circumstances will the Downline of an organization be divided, nor will Baranta Health split commission and/or bonus checks.

C.  If a relinquishing Spouse, partner or owner of the business has completely relinquished (“Relinquishing Party”), in writing, all rights to the original Baranta Health business, he or she may immediately thereafter re-enroll under the Enroller and Placement of his or her choice. In such cases, however, the Relinquishing Party shall have no rights to, and shall not solicit, any Distributor or active Customer in the former organization, and must develop a new business in the same manner as any other new Baranta Health Distributor. A Distributor in the Relinquishing Party’s former Downline who wishes to transfer to the Relinquishing Party’s new organization or to any other organization, must comply with the requirements in Section 13.5.

11.8     Succession

A.  Upon the death or incapacity of a Distributor, the Distributor’s business may be passed on to his or her legal successors in interest (successor). Whenever a Baranta Health business is transferred by will or other testamentary process, the successor acquires the right to collect all bonuses and commissions of the deceased Distributor’s sales organization. The successor must:

  1. Complete and sign a new Baranta Health Distributor Agreement;
  2. Comply with the Terms and provisions of the Distributor Agreement; and
  3. Meet all of the qualifications for the last rank achieved by the former Distributor.

B.  Bonus and commission checks of a Baranta Health business transferred based on this section will be paid in a single check to the successor. The successor must provide Baranta Health with an “address of record” to which all bonus and commission Payments will be sent. Payments will be based on the current performance of the position, not the highest rank or volume achieved.

C.  If the business is bequeathed to joint devisees (successors), they must form a business entity and acquire a Federal taxpayer identification number. Baranta Health will issue all bonus and commission payments and one 1099 Miscellaneous Income Tax form to the managing business entity only.

D.  Appropriate legal documentation must be submitted to Baranta Health Compliance Department to ensure the transfer is done properly. To affect a testamentary transfer of a Baranta Health business, the successor must provide the following to Baranta Health Compliance Department:

  1. A certified copy of the death certificate; and
  2. A notarized copy of the will or other appropriate legal documentation establishing the successor’s right to the Baranta Health business.

E.  To complete a transfer of the Baranta Health business because of incapacity, the successor must provide the following to the Baranta Health Compliance Department:

  1. A notarized copy of an appointment as trustee;
  2. A notarized copy of the trust document or other appropriate legal documentation establishing the trustee’s right to administer the Baranta Health business; and
  3. A completed Distributor Agreement executed by the trustee.

F.  If the successor is already an existing Distributor, Baranta Health will allow such Distributor to keep his or her own position plus the inherited position active for up to six (6) months. By the end of the six-month period, the Distributor must have compressed (if applicable), sold or otherwise transferred either the existing position or the inherited position.

G.  If the successor wishes to terminate the Baranta Health position, he or she must submit a notarized statement stating the desire to terminate the position, along with a certified copy of the death certificate, appointment as trustee, and/or any other appropriate legal documentation.

H.  Upon written request, Baranta Health may grant a one (1) month bereavement waiver and pay out at the last “paid as” rank.

11.9  Resignation/Voluntary Termination

A.  A Distributor may immediately terminate his or her position by submitting a written notice or email to the Baranta Health Compliance Department compliance [at]www.BarantaHealth.com. The written notice must include the following:

  1. The Distributor’s intent to resign;
  2. Date of resignation;
  3. Baranta Health Identification Number;
  4. Reason for resigning; and
  5. Signature.

B.  A Baranta Health Distributor may not use resignation as a way to immediately change Enroller and Placement. Instead, the Distributor who has voluntarily resigned is not eligible to reapply for a position or have any financial interest in a or any Baranta Health business for six (6) months from the receipt of the written notice of resignation.

11.10   Involuntary Termination

A.  Baranta Health reserves the right to terminate a Distributor’s position for, but not limited to, the following reasons:

  1. Violation of any Terms or Conditions of the Distributor Agreement;
  2. Violation of any provision in these Policies and Procedures;
  3. Violation of any provision in the Compensation Plan;
  4. Violation of any applicable law, ordinance, or regulation regarding the Baranta Health business;
  5. Engaging in unethical business practices or violating standards of fair dealing; or
  6. Returning over $500 worth of products, services and/or sales tools for a refund within a twelve (12) month period.

B.  Baranta Health will notify the Distributor in writing by certified mail, return receipt requested or overnight documented mail, at his or her last known address of its intent to terminate the Distributor’s position and the reasons for termination. The Distributor will have fifteen (15) calendar days from the date of mailing of such notice to respond in writing to the allegations or claims constituting cause for termination as stated in the notice. Baranta Health will then have thirty (30) calendar days from the date of receipt of the Distributor’s response to render a final decision as to termination.

C.  If a decision is made by Baranta Health to terminate the Distributor’s position, Baranta Health will inform the Distributor in writing that the position is terminated effective as of the date of the written notification. The Distributor will then have fifteen (15) calendar days from the date of mailing of such notice to appeal the termination in writing. Baranta Health must receive the Distributor’s written appeal within twenty (20) calendar days of the date of the Baranta Health termination letter. If the written appeal is not received within this time period, the termination will be considered final.

D.  If the Distributor does file a timely appeal of termination, Baranta Health will review its decision, along with any other information it may deem relevant, reconsider any other appropriate action, and notify the Distributor of its decision. The decision of Baranta Health is then considered final and not subject to further review.

E.  If the termination is not rescinded, the termination will be effective as of the date of the original termination notice by Baranta Health. The former Distributor shall thereafter be prohibited from using the names, marks or signs, labels, stationery, advertising, or business material referring to or relating to any Baranta Health products or services. Baranta Health will notify the active Upline Enroller within ten (10) days after termination. The organization of the terminated Distributor will “roll up” to the active Upline Enroller on record.

F.  The Baranta Health Distributor who is involuntarily terminated by Baranta Health may not reapply for a position, either under his or her present name or any other name or entity, without the express written consent of an officer of Baranta Health, following a review by the Baranta Health Compliance Committee. In any event, such Distributor may not re-apply for a position for twelve (12) months from the date of termination.

11.11   Effect of Cancellation

A.  Following a Distributor’s cancellation for inactivity or voluntary or involuntary termination (collectively, a “cancellation”) such Distributor:

  1. Shall have no right, title, claim or interest to any commission or bonus from the sales generated by the Distributor’s former organization or any other payments in association with the Distributor’s former independent position;
  2. Effectively waives any and all claims to property rights or any interest in or to the Distributor’s former Downline organization;
  3. Shall receive commissions and bonuses only for the last full pay period in which he or she was active prior to cancellation, less any amounts withheld during an investigation preceding an involuntary cancellation, and less any other amounts owed to Baranta Health.

12.0     DISCIPLINARY SANCTIONS

12.1     Imposition of Disciplinary Action – Purpose

It is the spirit of Baranta Health that integrity and fairness should pervade among its Distributors, thereby providing everyone with an equal opportunity to build a successful business. Therefore, Baranta Health reserves the right to impose disciplinary sanctions at any time, when it has determined that a Distributor has violated the Agreement or any of these Policies and Procedures or the Compensation Plan as they may be amended from time to time by Baranta Health.

12.2     Consequences and Remedies of Breach

A.  Disciplinary actions may include one or more of the following:

  1. Monitoring a Distributor’s conduct over a specified period of time to assure compliance;
  2. Issuance of a written warning or requiring the Distributor to take immediate corrective action;
  3. Imposition of a fine (which may be imposed immediately or withheld from future commission payments) or the withholding of commission payments (“Commission Hold”) until the matter causing the Commission Hold is resolved or until Baranta Health receives adequate additional assurances from the Distributor to ensure future compliance;
  4. Suspension from participation in Company or Distributor events, rewards, or recognition;
  5. Suspension of the Baranta Health Distributor Agreement and position for one or more pay periods;
  6. Involuntary termination of the Distributor’s Agreement and position;
  7. Any other measure which Baranta Health deems feasible and appropriate to justly resolve injuries caused by the Distributor’s Policy violation or contractual breach; OR
  8. Legal proceedings for monetary or equitable relief.

13.0     DISPUTE RESOLUTION

13.1     Grievances

If a Baranta Health Distributor has a grievance or complaint against another Distributor regarding any practice or conduct relating to their respective Baranta Health businesses, he or she is encouraged to resolve the issue directly with the other party. If an agreement cannot be reached, it must be reported directly to the Baranta Health Compliance Department as outlined below in this Section.

A.  The Baranta Health Compliance Department will be the final authority on settling such grievance or complaint and its written decision shall be final and binding on the Distributors involved.

B.  Baranta Health will confine its involvement to disputes regarding Baranta Health business matters only. Baranta Health will not decide issues that involve personality conflicts or unprofessional conduct by or between Distributors outside the context of a Baranta Health business. These issues go beyond the scope of Baranta Health and may not be used to justify a Enroller or Placement change or a transfer to another Baranta Health organization.

C.  Baranta Health does not consider, enforce, or mediate third party agreements between Distributors, nor does it provide names, funding, or advice for obtaining outside legal counsel.

D.  Process for Grievances: The Baranta Health Distributor should submit a written letter of complaint (e-mail will not be accepted) directly to the Baranta Health Compliance Department. The letter shall set forth the details of the incident as follows:

  1. The nature of the violation;
  2. Specific facts to support the allegations;
  3. Dates;
  4. Number of occurrences;
  5. Persons involved; and
  6. Supporting documentation.

E.  Upon receipt of the written complaint, Baranta Health will conduct an investigation according to the following procedures:

  1. The Compliance Department will send an acknowledgment of receipt to the complaining Distributor;
  2. The Compliance Department will provide a verbal or written notice of the allegation to the Distributor under investigation. If a written notice is sent to the Distributor, he or she will have 10 business days from the date of the notification letter to present all information relating to the incident for review by Baranta Health
  3. The Compliance Department will thoroughly investigate the complaint, consider all the submitted information it deems relevant, including information from collateral sources. Due to the unique nature of each situation, determinations of the appropriate remedy will be on a case by case basis, and the length of time to reach a resolution will vary.
  4. During the course of the investigation, the Compliance Department will only provide periodic updates simply stating that the investigation is ongoing. No other information will be released during this time. Distributor calls, letters, and requests for “progress reports” during the course of the investigation will not be answered or returned.

F.  Baranta Health will make a final decision and timely notify the Baranta Health Distributors involved.

13.2     Arbitration

A.  Any controversy or claim arising out of or relating to the Baranta Health Distributor agreement, these Policies and Procedures, or the breach thereof, the Distributor’s business or any dispute between Baranta Health and the Distributor, shall be settled by binding and confidential arbitration administered by the American Arbitration Association under its commercial arbitration rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any such arbitration shall be held in San Rafael, California. There shall be one arbitrator, who shall have expertise in business law transactions and who shall be knowledgeable in the direct selling industry, selected from a panel provided by the American Arbitration Association.

B.  The prevailing party in any such arbitration shall be entitled to receive from the losing party, all costs and expenses of arbitration, including reasonable attorney’s fees and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to judgment in any court of competent jurisdiction.

C.  This agreement to arbitration shall survive any termination or cancellation of the Distributor agreement.

D.  Nothing in these Policies and Procedures shall prevent Baranta Health from applying for or 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 Baranta Health interests or its Confidential Information prior to, during or following the filing of an arbitration or other proceeding, or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

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

These Policies and Procedures and any arbitration involving a Distributor and Baranta Health shall be governed by and construed in accordance with the laws of the state of California, without reference to its principles of conflict of laws.

13.3  Severability

If any provision of these Policies and Procedures is found to be invalid, or unenforceable for any reason, only the invalid provision shall be severed. The remaining terms and provisions hereof shall remain in full force and shall be construed as if such invalid or unenforceable provision never had comprised a part of these Policies and Procedures.

13.4  Waiver

A.  Only an officer of Baranta Health can, in writing, affect a waiver of the Baranta Health Policies and Procedures. Baranta Health’s waiver of any particular breach by a Distributor shall not affect Baranta Health’s rights with respect to any subsequent breach, nor shall it affect the rights or obligations of any other Distributor.

B.  The existence of any claim or cause of action of a Distributor against Baranta Health shall not constitute a defense to Baranta Health’s enforcement of any term or provision of these Policies and Procedures.

13.5  Successors and Claims

The agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

 14.0  GOVERNING LAW

These Policies and Procedures shall be governed by and construed in accordance with the Laws of the State of California and the exclusive jurisdiction of the United States courts.

15.0     BARANTA HEALTH GLOSSARY OF TERMS

ACTIVE DISTRIBUTOR: A Distributor who satisfies the minimum volume requirements, as set forth in the Compensation Plan, to ensure that they are eligible to receive bonuses and commissions.

AGREEMENT: The contract between the Company and each Distributor; includes the Distributor Agreement, the Baranta Health Policies and Procedures, and the Baranta Health Compensation Plan, all in their current form and as amended by Baranta Health in its sole discretion. These documents are collectively referred to as the “Agreement.”

CANCEL: The termination of a Distributor’s business. Cancellation may be either voluntary or involuntary.

COMPENSATION PLAN: The guidelines and referenced literature for describing how Distributors can generate commissions and bonuses.

CUSTOMER: A Customer who purchases Baranta Health products and does not engage in building a business or retailing product.

DISTRIBUTOR: An individual, who purchases product, generates retail sales and business building commissions.

ENROLLER: A Distributor who enrolls a Customer, Retailer, or another Distributor into the Company, and is listed as the sponsor on the Distributor Agreement. The act of enrolling others and training them to become Distributors is called “sponsoring.”

LINE OF SPONSORSHIP (LOS): A report generated by Baranta Health that provides critical data relating to the identities of Distributors, sales information, and enrollment activity of each Distributor’s organization. This report contains confidential and trade secret information which is proprietary to Baranta Health.

ORGANIZATION: The Customers and Distributors placed below a particular Distributor.

OFFICIAL Baranta Health MATERIAL: Literature, audio or video tapes, and other materials developed, printed, published, and distributed by Baranta Health to Distributors.

PLACEMENT: Your position inside your Enroller’s organization.

RECRUIT: For purposes of Baranta Health’s Conflict of Interest Policy, the term “Recruit” means the actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Baranta Health Distributor or Customer to enrol or participate in another multilevel marketing, network marketing, or direct sales opportunity.

RESALABLE: Products shall be deemed “resalable” if each of the following elements is satisfied: 1) they are unopened and unused, 2) original packaging and labelling has not been altered or damaged, 3) they are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price, and 4) the product contains current Baranta Health labelling. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be resalable.

UPLINE: This term refers to the Distributor or Distributors above a particular Distributor in a sponsorship line up to the Company. It is the line of sponsors that links any particular Distributor to the Company.

Revised 5/16/2017