POLICIES AND PROCEDURES

1.0 INTRODUCTION
1.1 Mutual Commitment Statement

Oikaa (“hereafter as “Oikaa” and the “Company”) is a Direct Selling company that recognizes in order to develop a long-term and mutually rewarding relationship with its Business Owners (“Independent Marketers”) and customers, Oikaa and the Independent Marketers must acknowledge and respect the true nature of the relationship and support the customers.

A. In the spirit of mutual respect and understanding, Oikaa is committed to:
I. Provide prompt, professional, and courteous service and communications to all of its Independent Marketers and customers;
II. Provide the highest level of quality products, at fair and reasonable prices;
III. Exchange or refund the purchase price of any product or membership as provided in our Return Policy:
IV. Deliver orders promptly and accurately;
V. Pay commissions accurately and on a timely basis;
VI. Expedite orders or checks if an error or unreasonable delay occurs;
VII. Roll out new products, memberships and programs with Independent Marketers input and planning;
VIII. Implement changes in the Compensation Plan or Policies and Procedures that affect the Independent Marketers with input from the Independent Marketers;
IX. Support, protect and defend the integrity of the Oikaa Business Opportunity;
X. Offer Independent Marketers an opportunity to grow with Oikaa.

B. In return, Oikaa expects that its Independent Marketers will:
I. Conduct themselves in a professional, honest, and considerate manner;
II. Present Oikaa Corporate and product information in an accurate and professional manner;
III. Present the Compensation Plan and Return Policy in a complete and accurate manner;
IV. Not make exaggerated income claims;
V. Make reasonable effort(s) to support and train Independent Marketers and customers in their downline;
VI. Not engage in cross-line recruiting, unhealthy competition, or unethical business practices;
VII. Provide positive guidance and training to Independent Marketers and customers in their downline while exercising caution to avoid interference with other downlines. As such, an Independent Marketer is discouraged from providing cross-line training to an Independent Marketer or Customer in a different organization without first obtaining consent of the Independent Marketer’s or Customer’s upline leader;
IX. Support, protect, and defend the integrity of the Oikaa Business Opportunity;
X. Accurately complete and submit the Independent Marketer Agreement and any requested supporting documentation in a timely manner.

1.2 Oikaa Policies and Compensation Plan Incorporated into the Independent Marketers Agreement
A. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Oikaa Agreement, these Policies and Procedures, and the Oikaa Compensation Plan.
B. It is the responsibility of the Sponsoring Independent Marketer to provide the most current version of these Policies and Procedures (available on the Oikaa website) and the Oikaa Compensation Plan to each applicant prior to his, her and/or its execution of an Independent Marketer Agreement.
1.3 Purpose of Policies
A. Oikaa is a direct sales company that markets products and services through a network of business owners / Independent Marketers. To clearly define the relationship that exists between Independent Marketers and Oikaa, and to explicitly set a standard for acceptable business conduct, Oikaa has established these Policies and Procedures.
B. Oikaa Independent Marketers are required to comply with; (i)all of the Terms and Conditions set forth in the Independent Marketer Agreement, which Oikaa may amend from time to time in its sole discretion; (ii) all Federal, State, Provincial, Territorial, and/or local laws governing his, her and/or its Oikaa business; and (iii) these Policies and Procedures.
C. Oikaa Independent Marketers must review the information in these Policies and Procedures carefully. Should an Independent Marketer have any questions regarding a policy or rule, the Independent Marketer is encouraged to seek an answer from their Sponsor or any other upline Independent Marketer. If further clarification is needed the Independent Marketer may contact Oikaa Customer Service.
1.4 Changes, Amendments, and Modifications
A. Because Federal, State, and local laws, as well as the business environment, periodically change, Oikaa reserves the right to amend the Agreement and the prices in its Oikaa Product Price List in its sole and absolute discretion. Notification of amendments shall appear in Official Oikaa 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:
I. Posting on the official Oikaa website;
II. Electronic mail (e-mail); or
III. In writing through the Oikaa newsletters or other Oikaa communication channels.
1.5 Delays
Oikaa 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 September 22, 2018 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 an Oikaa Independent Marketers
A. To become an Independent Marketers Independent Marketer, an applicant must comply with the following requirements:
I. Be of the age of majority (not a minor) in his or her state of residence;
II. Reside or have a valid address in the Egypt, United States, or a U.S. territory Or any country that is open for business for Oikaa.
III. Have a valid taxpayer identification number (i.e. Social Security Number, Federal Tax ID Number, ITIN, etc.);
IV. Submit a properly completed and signed Independent Marketers Agreement to Oikaa;
V. Not be an Oikaa employee, the Spouse of a Oikaa employee or related to an employee of Oikaa and living in the same household as such Oikaa employee.
2.2 New Independent Marketers Registration
A. A potential new Independent Marketer may self-enroll on the Sponsor’s website. In such event, instead of a physically signed Independent Marketer Agreement, Oikaa will accept the Web-enrollment and Independent Marketer Agreement by accepting the “electronic signature” stating the new Independent Marketer has accepted the Terms and Conditions of such Independent Marketer Agreement. Please note that such electronic signature constitutes a legally binding agreement between the Independent Marketer and Oikaa.
B. Oikaa reserves the right to require signed paperwork for any account, regardless of origin.
C. If requested the signed Independent Marketer Agreement must be received by Oikaa within 14 days of enrollment.
D. Signed documents, including, but not limited to, Independent Marketer personal agreements, and 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 Independent Marketer’s position.
2.3 Rights Granted
A. Oikaa hereby grants to the Independent Marketer a non-exclusive right, based upon the Terms and Conditions contained in the Independent Marketer Agreement and these Policies and Procedures, to:
I. Purchase Oikaa products and membership;
II. Promote and sell Oikaa products and membership
III. Sponsor new Independent Marketers and customers in the United States, Egypt and in countries where Oikaa may become established after the effective date of these Policies and Procedures.
2.4 Identification Numbers
A. Each Independent Marketer is required to provide his or her Social Security Number, Federal Tax Identification Number, or Passport if located in the United States or any of its territories, to Oikaa on the Independent Marketer Agreement. Oikaa reserves the right to withhold commission payments from any Independent Marketer who fails to provide such information or who provides false information.
B. Upon enrollment, Oikaa will provide an Oikaa Identification Number to the Independent Marketer. This number will be used to place orders, structure organizations, and track commissions and bonuses.
2.5 Renewals and Expiration of the Associate Agreement
A. If the Independent Marketer allows his or her Independent Marketer Agreement to expire due to nonpayment, the Independent Marketer will lose any and all rights to his, her or its downline organization unless the Independent Marketer re-activates within 30 days following the expiration of the Agreement.
B. If the former Independent Marketer re-activates within the 30-day time limit, the Independent Marketer will resume the rank and position held immediately prior to the expiration of the Independent Marketer Agreement. However, such Independent Marketer’s paid as level will not be restored unless he, she and/or an entity qualifies at that payout level in the new month. The Independent Marketer is not eligible to receive commissions for the time period that the Independent Marketer’s position was expired.
C. Any Independent Marketer who was terminated or whose Agreement has expired and lapsed the 30-day grace period is not eligible to re-apply for an Oikaa business for 12 months following the expiration of the Independent Marketer Agreement. All signs up not credited within the 12 months
D. The downline of the expired Independent Marketer will roll up to the immediate, active upline Sponsor.
2.6 Independent Business Relationship; Indemnification for Actions
A. The Oikaa Independent Marketer is an independent contractor, and not a purchaser of a franchise or business opportunity. Therefore, each Independent Marketer’s success depends on his or her independent efforts.
B. The Agreement between Oikaa and its Independent Marketers does not create an employer/employee relationship, agency, partnership, or joint venture between Oikaa and the Independent Marketer.
C. An Oikaa Independent Marketer shall not be treated as an employee of Oikaa for any purposes, including, without limitation, for Federal, State, or Provincial tax purposes. All Independent Marketers are responsible for paying local, State, Provincial, and Federal taxes due from all compensation earned as an Independent Marketer of Oikaa. Any other compensation received by Independent Marketers from Oikaa will be governed by applicable U.S. or Canadian tax laws (or the tax laws of any other applicable jurisdiction). The Independent Marketer has no express or implied authority to bind Oikaa to any obligation or to make any commitments by or on behalf of Oikaa. Each Independent Marketer, 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 Independent Marketer Agreement, these Policies and Procedures and applicable State, Federal and Provincial laws.
D. The Oikaa Independent Marketer is fully responsible for all of his or her verbal and written communications made regarding Oikaa products, services, and the Compensation Plan that are not expressly contained within official Oikaa materials. Associates shall indemnify and hold harmless Oikaa, 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 Oikaa as a result of the Independent Marketer’s unauthorized representations or actions. This Provision shall survive the termination of the Oikaa Independent Marketer Agreement.
2.7 Errors or Questions
A. If an Independent Marketer has questions about, or believes any errors have been made regarding commissions, bonuses, business reports, orders, or charges, the Independent Marketer must notify Oikaa in writing within 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 Independent Marketer.
2.8 INDEPENDENT MARKETER RESPONSIBILITIES
2.9 Correct Addresses
A. It is the responsibility of the Independent Marketer or Customer to make sure Oikaa has the correct shipping address before any orders are shipped.
B. An Independent Marketer or Customer will need to allow up to 30 days for processing after the notice of address change has been received by Oikaa.
C. An Independent Marketer or Customer may be assessed a $20 fee for returned shipments due to an incorrect shipping address.
3.2 Training and Leadership
A. Any Oikaa Independent Marketer Who Sponsors another Independent Marketer into Oikaa must perform an authentic assistance and training function to ensure his or her downline is properly operating his or her Oikaa business. Sponsoring Independent Marketers should have ongoing contact and communication with the Independent Marketers 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 Independent Marketers to Oikaa meetings, training sessions and any other related functions.
B. A Sponsoring Oikaa Independent Marketer should monitor the Independent Marketers in his or her downline organizations to ensure that downline Independent Marketers do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, such Independent Marketer should be able to provide documented evidence to Oikaa of his or her ongoing fulfillment of the responsibilities of a Sponsor.
C. Upline Independent Marketers are encouraged to motivate and train new Independent Marketers about Oikaa’s products and services, effective sales techniques, the Oikaa Compensation Plan and compliance with company Policies and Procedures.
D. Marketing product is a required activity in Oikaa and must be emphasized in all recruiting presentations.
F. We emphasize and encourage all Independent Marketers to sell Oikaa’s products and membership to customers.
G. Use of Sales Aids. To promote both the products and the opportunity Oikaa offers, Independent Marketers must use the sales aids and support materials produced by Oikaa. If Oikaa Independent Marketers develop their own sales aids and promotional materials, which includes Internet advertising, notwithstanding the Independent Marketers’ good intentions, they may unintentionally violate any number of statutes or regulations affecting the Oikaa business. These violations, although they may be relatively few in numbers, could jeopardize the Oikaa opportunity for all Independent Marketers.
Accordingly, Independent Marketer must submit all written sales aids, promotional materials, advertisement, websites, and other literature to the company for company’s approval prior to use. Unless the Independent Marketer receives specific written approval to use the material, the request shall be deemed denied. All Independent Marketers shall safeguarding promote the good reputation of Oikaa and its products. The marketing and promotion of Oikaa, the Oikaa opportunity, the compensation plan, and Oikaa 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
A. Oikaa desires to provide its independent Marketers with the best products and services and Compensation Plan in the industry. Accordingly, Oikaa values constructive criticism and encourages the submission of written comments addressed to Oikaa Compliance Department.
B. Negative and disparaging comments about Oikaa, its products or Compensation Plan, by Independent Marketers made to Oikaa, in the Field or at Oikaa meetings or events, or disruptive behavior at Oikaa meetings or events, serve no purpose other than to dampen the enthusiasm of other Oikaa Independent Marketers. Oikaa Independent Marketers must not belittle Oikaa, other Oikaa Independent Marketers, Oikaa products or services, the Compensation Plan, or Oikaa 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 Oikaa.
C. Oikaa Endorses the Following Code of Ethics:
I. An Oikaa Independent Marketer must show fairness, tolerance, and respect to all people Independent Marketer with Oikaa, regardless of race, gender, social class, or religion, thereby fostering a “positive atmosphere” of teamwork, good morale, and community spirit.
II. An Independent Marketer shall strive to resolve business issues, including situations with upline and downline Independent Marketers, by emphasizing tact, sensitivity, good will and taking care not to create additional problems.
III. Oikaa Independent Marketers must be honest, responsible, professional and conduct themselves with integrity.
IV. Oikaa Independent Marketers shall not make disparaging statements about Oikaa, other Independent Marketers, Oikaa 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.
D. Oikaa may take appropriate action against an Independent Marketer if it determines, in its sole discretion, that an Independent Marketer’s conduct is detrimental, disruptive, or injurious to Oikaa or to other Independent Marketers.
3.4 Reporting Policy Violation
A. An Independent Marketer who observes a policy violation by another Independent Marketer should submit a written and signed letter (e-mail will not be accepted) of the violation directly to the Oikaa Corporate office. The letter shall set forth the details of the incident as follows:

I. The nature of the violation;
II. Specific facts to support the allegations;
III. Dates;
IV. Number of occurrences;
V. Persons involved; and
VI. Supporting documentation

B. Once the matter has been presented to Oikaa, 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 Independent Marketers for the mutual effort to support, protect, and defend the integrity of the Oikaa business and opportunity. If an Independent Marketer has a grievance or complaint against another Independent Marketer which directly relates to his or her Oikaa business, the Procedures set forth in these Policies must be followed.
3.5 Sponsorship
A. The Sponsor is the person who introduces an Independent Marketer or Customer to Oikaa, helps them complete their enrollment, and supports and trains those in their downline.
B. Oikaa recognizes the Sponsor as the name(s) shown on the first:

I. Physically signed Oikaa Independent Marketer Agreement on file; or
II. Electronically signed Independent Marketer Agreement from a website or a Oikaa Independent Marketers website.

C. An Independent Marketer Agreement that contains notations such as “by phone” or the signatures of other individuals (i.e. Sponsors, Spouses, relatives, or friends) is not valid and will not be accepted by Oikaa.
D. Oikaa recognizes that each new prospect has the right to ultimately choose his or her own Sponsor, but Oikaa will not allow Independent Marketers to engage in unethical sponsoring activities.
E. All active Independent Marketers in good standing have the right to Sponsor and enroll others into Oikaa While engaged in sponsoring activities, it is not uncommon to encounter situations when more than one Independent Marketer will approach the same prospect. It is the accepted courtesy that the new prospect will be sponsored by the first Independent Marketer who presented a comprehensive introduction to Oikaa products or business opportunity. The first Independent Marketer will have 30 days to sign the new prospect or another Independent Marketer may sign up the prospect.
F. A Protected Prospect is a guest of any Oikaa Independent Marketer or Customer who attended an Oikaa event or conference call. For 30 days following the event, a Protected Prospect cannot be solicited or sponsored by any other Oikaa Independent Marketer who attended the same event. A Oikaa event can be defined as the following:

I. Any Oikaa training session;
II. Conference call;
III. Fly-in meeting;

IV. Presentation, including but not limited to an Oikaa at home presentation, whether sponsored by Oikaa, an Independent Marketer, a Customer, or an agent or agency designated by Oikaa.
3.6 Cross Sponsoring Prohibition
A. “Cross sponsoring” is defined as the enrollment into a different line of sponsorship of an individual, or, that already has a signed Independent Marketer Agreement. Actual or attempted cross sponsoring is not allowed. If cross sponsoring is verified by Oikaa, sanctions up to and including termination of an Independent Marketer’s position may be imposed.
B. 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.
C. This Policy does not prohibit the transfer of an Oikaa business in accordance with Oikaa Sale or Transfer Policy set forth in these Policies.
3.7 Adherence to the Oikaa Compensation Plan
A. An Independent Marketer must adhere to the Terms of the Oikaa Compensation Plan as set forth in these Policies and Procedures as well as in official Oikaa literature. Deviation from the Compensation Plan is prohibited.
B. An Independent Marketer shall not offer the Oikaa opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official Oikaa literature.
C. An Independent Marketer shall not require or encourage a current or prospective Customer or Independent Marketer to participate in Oikaa in any manner that varies from the Compensation Plan as set forth in official Oikaa literature.
D. An Independent Marketer shall not require or encourage a current or prospective Customer or Independent Marketer to make a purchase from or payment to any individual or other entity as a condition to participating in the Oikaa Compensation Plan, other than such purchases or payments required to naturally build their business.
3.8 Adherence to Laws and Ordinances
A. Many cities and counties have laws regulating certain home-based businesses. In most cases, these ordinances do not apply to Independent Marketers because of the nature of the business. However, Independent Marketers must check their local laws and obey the laws that do apply to them.
B. An Oikaa Independent Marketer shall comply with all Federal, State, Provincial and local laws and regulations in their conduct of his or her Oikaa business.
3.9 Compliance with Applicable Income Tax Laws
A. Oikaa will automatically provide a complete 1099 Miscellaneous Income Tax form (non employee compensation) to each US Independent Marketer whose earnings for the year is at least $600 or who has purchased more than $5,000 of Oikaa 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 Independent Marketer, and a minimum charge of $20 may be assessed by Oikaa. Canadian T-4’s will be sent to Independent Marketers who earn more than $500 or who received trips, prizes, or awards valued at $500 or more. Oikaa Independent Marketers are responsible for the payment of taxes on these trips, prizes, or awards provided to them by Oikaa.
B. An Independent Marketer accepts sole responsibility for and agrees to pay all Federal, State, Provincial and local taxes on any income generated as an independent Independent Marketer, and further agrees to indemnify Oikaa from any failure to pay such tax amounts when due.
C. If an Independent Marketer’s business is tax exempt, the Federal Tax Identification number must be provided to Oikaa in writing.
D. Oikaa encourages all Independent Marketers to consult with a tax advisor for additional information for their business.
E. Worldwide, personal responsibilities to pay according to their country regulatory requirements..
3.10 One Oikaa Business Per Associate
A. An Independent Marketer may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one (1) Oikaa business. No individual may have, operate, or receive compensation from more than one Oikaa business. Individuals of the same family unit may each enter into or have an interest in their own separate Oikaa 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 Associated Parties
If any member of an Associate’s immediate household engages in any activity which, if performed by the Associate, would violate any provision of the Agreement, such activity will be deemed a violation by the Associate and Oikaa may take disciplinary action pursuant to these Policies and Procedures against the Associate. Similarly, if any individual Independent Marketer 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 Oikaa may take disciplinary action against the Business Entity. Likewise, if an Associate enrolls in Oikaa as a Business Entity, each Associated 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
A. An Oikaa Independent Marketer 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, an Oikaa Independent Marketer may not recruit any Oikaa Independent Marketer or Customer for any other direct sales or network marketing business, unless that Independent Marketer or Customer was personally sponsored by such Independent Marketer.
B. 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 Independent Marketer or Customer to enroll or participate in any direct sales or network marketing opportunity. This conduct represents recruiting even if the Independent Marketer’s actions are in response to an inquiry made by another Independent Marketer or Customer.
C. During the term of this Agreement and for a period of six (6) months thereafter, any Oikaa Independent Marketer must not sell, or entice others to sell, any competing products or services, including training materials, to Oikaa customers or Independent Marketers. Any product or service in the same category as an Oikaa 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).
D. An Independent Marketer may NOT sell non-competing products, memberships or services to Oikaa customers and Independent Marketers that they personally sponsored.
E. An Independent Marketer may not display or bundle Oikaa 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 Independent Marketer into believing there is a relationship between the Oikaa and non-Oikaa products and services.
F. An Oikaa Independent Marketer may not offer any non-Oikaa opportunity, products, or services at any Oikaa related meeting, seminar, or convention, or immediately following an Oikaa event.
G. A violation of any of the provisions in this section shall constitute unreasonable and unwarranted contractual interference between Oikaa and its Independent Marketers and would inflict irreparable harm on Oikaa. In such event, Oikaa may, at its sole discretion, impose any sanction it deems necessary and appropriate against such Independent Marketer or such Independent Marketer’s positions including termination, or seek immediate injunctive relief without the necessity of posting a bond.
3.13 Presentation of the Oikaa Opportunity
A. In presenting the Oikaa opportunity to potential customers and Independent Marketers, an Independent Marketer is required to comply with the following provisions:

I. An Independent Marketer shall not misquote or omit any significant material fact about the Compensation Plan.
II. An Independent Marketer shall make it clear that the Compensation Plan is based upon sales of Oikaa products and services and upon the sponsoring of other Associates.
III. The checks' currency is based on the sales currency; In order to receive checks in USD, 75% of the network's sales should be in USD. If the above percent is not achieved , the IM will receive a change of plan notification and the account will be changed into the EGP compensation plan.
IV. An Independent Marketer shall make it clear that success can be achieved only through substantial independent efforts.
V. An Oikaa Independent Marketer shall not make unauthorized income projections, claims, or guarantees while presenting or discussing the Oikaa opportunity or Compensation Plan to prospective Independent Marketers or customers.
VI. An Independent Marketer may not make any claims regarding products or services of any products offered by Oikaa, except those contained in official Oikaa literature.
VII. An Independent Marketer may not use official Oikaa material to promote the Oikaa business opportunity in any country where Oikaa has not established a “presence.”
3.14 Sales Requirements are Governed by the Compensation Plan
A. Oikaa Independent Marketers may purchase Oikaa products and then re-sell them at any price they choose unless otherwise specified by Oikaa or by any/its product suppliers on a per product basis. Oikaa will provide suggested selling prices. There are no exclusive territories granted to anyone. No franchise fees are applicable to an Oikaa business.
B. The Oikaa program is built on sales to the ultimate consumer. Independent Marketer
C. Each Oikaa Associate 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. Purchasing product solely for collecting bonuses or achieving rank is prohibited. Oikaa 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.
D. Independent Marketers may not manipulate the compensation plan in any way to generate non-authorized commissions and bonuses.
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 an Independent Marketer or Customer; (c) the enrollment or attempted enrollment of non-existent individuals or Business Entities as Associates or customers (“phantoms”); (d) purchasing Oikaa products or services on behalf of another Associate or Customer, or under another Associate’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.
An Associate shall not permit other Associates or Customers to use his or her credit card, or permit debits to his or her checking or savings account, to enroll in or to make purchases Oikaa. An Associate shall not use the credit card or debit card of a third party, or make debits to the checking or savings account of a third party, to enroll in or to make purchases from Oikaa. An exception may be made to this policy upon written application by an Associate. Unless the application for an exemption to this policy is provided in writing by Oikaa to the Associate, such application will be deemed to be denied.
B. Regarding an order with an invalid or incorrect payment, Oikaa will attempt to contact the Independent Marketer 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.
C. If an Independent Marketer wants to move an order to another Independent Marketer’s position, he or she must have prior authorization, of all parties involved. Oikaa will charge the Independent Marketer a $20 fee for processing.
D. Prices are subject to change without notice.
E. An Independent Marketer or Customer who is a recipient of a damaged or incorrect order must notify Oikaa within one day from receipt of the order and follow the Procedures as set forth in these Policies.
4.2 Insufficient Funds
A. All checks returned for insufficient funds will be re-submitted for payment. A $35 fee will be charged to the account of the Independent Marketer or Customer for all returned checks and insufficient funds.
B. Any outstanding balance owed to Oikaa by an Independent Marketer or Customer of the Independent Marketer from NSF (non-sufficient funds) checks, returned check fees or insufficient fund fees (ACH) will be withheld by Oikaa from an Independent Marketer’s future bonus and commission checks.
C. All transactions involving returned checks or insufficient funds through ACH or credit card, which are not resolved in a timely manner by the Independent Marketer, constitute grounds for disciplinary sanctions.
D. If a credit card order or automatic debit is declined the first time, the Customer or Independent Marketer will be contacted for an alternate form of payment. If payment is declined a second time, the Customer or Independent Marketer may be deemed ineligible to purchase Oikaa products or services or participate in the monthly auto ship.
4.3 Sales Tax Obligation
A. The Independent Marketer shall comply with all State, Provincial, and local taxes and regulations governing the sale of Oikaa products and membership.
B. Oikaa will collect and remit sales tax on Independent Marketer orders unless an Independent Marketer furnishes Oikaa with the appropriate Resale Tax Certificate form. When orders are placed with Oikaa, sales tax is prepaid based upon the suggested retail price. Oikaa will remit the sales tax to the appropriate state, Provincial and local jurisdictions. The Independent Marketer may recover the sales tax when he or she makes a sale. Oikaa Independent Marketers are responsible for any additional sales taxes due on products marked up and sold at a higher price.
C. Oikaa encourages each Independent Marketer 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
A. An Independent Marketer must be active and in compliance with Oikaa Policies and Procedures to qualify for bonuses and commissions. So long as an Independent Marketer complies with the Terms of the Agreement, Oikaa shall pay commissions to such Independent Marketer in accordance with the Compensation Plan.
B. Oikaa will not issue a payment to an Independent Marketer without the receipt of a completed and signed Oikaa Independent Marketer Agreement or Electronic Authorization.
C. Oikaa reserves the right to postpone bonus and commission payments until such time the cumulative amount exceeds $25.
5.2 Computation of Commissions and Discrepancies
A. In order to qualify to receive commissions and bonuses, an Independent Marketer 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.
B. An Oikaa Independent Marketer must review his or her monthly statement and bonus/commission reports promptly and report any discrepancies within 7 days of receipt. After the 7-day “grace period” no additional requests will be considered for commission recalculations.
C. For additional information on payment of commissions, please review the Compensation Plan.
D. The company shall not be liable before the customer if the amount credited or transferred to the customer’s bank account are reduced because of fees or depreciated value nor shall the bank be held liable if the customer is unable to receive his/her funds as a result of any restrictions or regulations issued by the competent authorities.
5.3 Adjustments to Bonuses and Commissions for Returned Products or Independent Marketer Memberships.
A. Associates receive bonuses, commissions, or overrides based on the actual sales of products and memberships to end consumers. When a service is cancelled or a product is returned to Oikaa for a refund or is repurchased by the Company, any of the following may occur at Oikaa’s discretion: (1) the bonuses, commissions, or overrides attributable to the returned or repurchased product(s) or cancelled service will be deducted from payments to the Associate and upline Associates who received bonuses, commissions, or overrides on the sales of the refunded product(s) or cancelled service, in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered; (2) the Associate or upline Associates who earned bonuses, commissions, or overrides based on the sale of the returned product(s) or cancelled service will have the corresponding points deducted from their Group Volume in the next commission period and all subsequent commission periods until it is completely recovered; or (3) the bonuses, commissions, or overrides attributable to the returned or repurchased product(s) or cancelled service may be deducted from any refunds or credits to the Associate who received the bonuses, commissions, or overrides on the sales of the refunded product(s) or cancelled service.
B. In the event that an Independent Marketer 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 Oikaa, the remainder of the outstanding balance may be offset against any other amounts that may be owed by Oikaa to the terminated Independent Marketer.
6.0 SATISFACTION GUARANTEED AND RETURN OF SALES AIDS
Oikaa offers a one hundred percent (100%) seven-days 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 Independent Marketer. 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 7 days and remain in resalable condition. The refund shall be ninety percent (90%) of the purchase price. Shipping and handling charges incurred will not be refunded. Upon cancellation of the Agreement, the Independent Marketer 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. An Independent Marketer may only return sales aids he or she personally purchased from the Company under his or her Independent Marketer Identification Number, and which are in Resalable condition. Any custom orders of printed sales aids (i.e. business cards, brochures, etc.) whereon the Associate’s contact information is imbedded or hard printed, or has been added by the Associate, are not able to be returned in resalable condition thus are nonrefundable. Upon Oikaa’s receipt of the products and sales aids, the Independent Marketer will be reimbursed eighty percent (80%) 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 Independent Marketer any commissions, bonuses, rebates, or other incentives received by the Independent Marketer which were Independent Marketer with the merchandise that is returned.
6.1 Return Process
A. All returns, whether by a Customer, or Independent Marketer, must be made as follows:

I. Obtain Return Merchandise Authorization (“RMA”) from Oikaa; II. Ship items to the address provided by Oikaa Customer service when you are given your RMA.
III. 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.
IV. Ship back product in manufacturer’s box exactly as it was delivered.

B. All returns must be shipped to Oikaa pre-paid, as Oikaa does not accept shipping collect packages. Oikaa 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 Independent Marketer. If returned product is not received at Oikaa Distribution Center, it is the responsibility of the Customer, or Independent Marketer to trace the shipment and no credit will be applied.
C. Upon receipt of a Resalable Starter Kit and/or Resalable products and sales aids pursuant to an inventory repurchase, the Associate will be reimbursed 90% of the net cost of the original purchase price(s). Neither shipping and handling charges incurred by an Associate when the Starter Kit, products or sales aids were purchased, nor return shipping fees, will be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. If an Associate was paid a commission, rebate, or any other form of compensation based on a product(s) that he or she purchased, and such product(s) is/are subsequently returned for a refund, the commission, rebate, or any other form of compensation that was paid based on that product purchase will be deducted from the amount of the refund.
7.0 PRIVACY POLICY
7.1 Introduction
This Privacy Policy is to ensure that all customers and Independent Marketers understand and adhere to the basic principles of confidentiality.
7.2 Expectation of Privacy
A. Oikaa recognizes and respects the importance its customers and Associates place on the privacy of their financial and personal information. Oikaa will make reasonable efforts to safeguard the privacy of, and maintain the confidentiality of its customers’, and Independent Marketers’ financial and account information and nonpublic personal information.
B. By entering into the Independent Marketer Agreement, an Independent Marketer authorizes Oikaa to disclose his or her name and contact information to uplines Independent Marketers solely for activities related to the furtherance of the Oikaa business. An Independent Marketer 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 Oikaa business.
7.3 Employee Access to Information
Oikaa limits the number of employees who have access to Customer’s and Independent Marketers’ nonpublic personal information.
7.4 Restrictions on the Disclosure of Account Information
A. Oikaa will not share non-public personal information or financial information about current or former customers or Independent Marketers with third parties, except as permitted or required by laws and regulations, court orders, or to serve the customers’, or Independent Marketers’ interests or to enforce its rights or obligations under these Policies and Procedures, or Independent Marketer’s Agreement or with written permission from the accountholder on file.
8.0 PROPRIETARY INFORMATION AND TRADE SECRETS
8.1 Business Reports, Lists, and Proprietary Information
A. By completing and signing the Oikaa Independent Marketer Agreement, the Independent Marketer acknowledges that Business Reports, lists of Customer and Independent Marketer names and contact information and any other information, which contain financial, scientific, or other information both written or otherwise circulated by Oikaa pertaining to the business of Oikaa (collectively, “Reports”), are confidential and proprietary information and trade secrets belonging to Oikaa.
8.2 Obligation of Confidentiality
A. During the Term of the Oikaa Independent Marketer Agreement and for a period of five (5) years after the termination or expiration of the Independent Marketer Agreement between the Independent Marketer and Oikaa, the Independent Marketer shall not;

I. Use the information in the Reports to compete with Oikaa or for any purpose other than promoting his or her Oikaa business;
II. 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
A. The Independent Marketer 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 Oikaa and to independent Oikaa businesses. Oikaa and its Independent Marketers will be entitled to injunctive relief or to recover damages against any Independent Marketer 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
A. Upon demand by Oikaa, any current or former Independent Marketer will return the original and all copies of all “Reports” to Oikaa together with any Oikaa 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. An Oikaa Independent Marketer may not re-label, re-package, refill, or alter labels of any Oikaa product, or service, information, materials, or program(s) in any way. Oikaa products and services must only be sold in their original containers from Oikaa. 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 Oikaa Independent Marketer shall not cause any Oikaa product or membership or any Oikaa trade name to be sold or displayed in retail establishments except;
I. I. The Associate goes through the full Oikaa certification process, as specified in company literature. The certification process will entail full training on all Oikaa products along with ethical sales strategies.
C. Oikaa will permit Independent Marketers to solicit and make Commercial Sales upon prior written approval from Oikaa. For these Policies and Procedures, the term “Commercial Sale” means the sale of;

I. Oikaa products that equal or exceed $5,000 in a single order;
II. Products sold to a third party who intends to resell the products to an end consumer.
D. An Independent Marketer may sell Oikaa products and services and display the Oikaa trade name at any appropriate display booth (such as trade shows) upon prior written approval from Oikaa.
E. Oikaa 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 Oikaa opportunity.
9.2 Use of Company Names and Protected Materials
A. An Oikaa Independent Marketer must safeguard and promote the good reputation of Oikaa and the products and services it markets. The marketing and promotion of Oikaa, the Oikaa opportunity, the Compensation Plan, and Oikaa products and services will be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical, or immoral conduct and practices.
B. All promotional materials supplied or created by Oikaa must be used in their original form and cannot be changed, amended, or altered except with prior written approval from the Oikaa Compliance Department.
C. The name of Oikaa, each of its product and service names and other names that have been adopted by Oikaa in connection with its business are proprietary trade names, trademarks, and service marks of Oikaa. As such, these marks are of great value to Oikaa and are supplied to Independent Marketers for their use only in an expressly authorized manner.
D. An Oikaa Independent Marketer’s use of the name “Oikaa” is restricted to protect Oikaa proprietary rights, ensuring that the Oikaa protected names will not be lost or compromised by unauthorized use. Use of the Oikaa name on any item not produced by Oikaa is prohibited except as follows:

I. [Independent Marketer’s name] Independent Oikaa Independent Marketer
II. [Independent Marketer’s name] Independent Independent Marketer of Oikaa products and services.
E. Further procedures relating to the use of the Oikaa name are as follows:

I. All stationary (i.e. letterhead, envelopes, and business cards) bearing the Oikaa name or logo intended for use by the Independent Marketer must be approved in writing by the Oikaa Compliance Department.
II. Oikaa Independent Marketers may list “Independent Oikaa Independent Marketer or Independent Marketer” in the white pages of the telephone directory under his or her own name.
III. Oikaa Independent Marketers may not use the name Oikaa or Oikaa 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 Oikaa Independent Marketer.”
F. Certain photos and graphic images used by Oikaa in its advertising, packaging, and websites are the result of paid contracts with outside vendors that do not extend to Independent Marketers. If an Independent Marketer wants to use these photos or graphic images they must negotiate individual contracts with the vendors for a fee.
G. An Oikaa Independent Marketer shall not appear on or make use of television or radio, or make use of any other media to promote or discuss Oikaa or its programs, products, or services without prior written permission from the Oikaa Compliance Department.
H. A Independent Marketer may not produce for sale or distribution any Company event or speech, nor may an Independent Marketer reproduce Oikaa audio or video clips for sale or for personal use without prior written permission from the Oikaa Compliance Department.
I. Oikaa 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 Independent Marketer.
J. An Independent Marketer shall not promote non-Oikaa products or services in conjunction with Oikaa products or services on the same websites or same advertisement without prior approval from Oikaa Compliance.
K. Claims (which include personal testimonials) as to therapeutic, curative, or beneficial properties of any products offered by Oikaa may not be made except those contained in official Oikaa literature. In particular, no Independent Marketer may make any claim that Oikaa 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 so such claims violate Oikaa 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 Faxes and E-mail - Limitations
A. Except as provided in this section, an Independent Marketer may not use or transmit unsolicited faxes, email, mass email distribution, or “spamming” that advertises or promotes the operation of his or her Oikaa business. The exceptions are;

I. Faxes or e-mailing any person who has given prior permission or invitation;
II. Faxing or e-mailing any person with whom the Independent Marketer has established a prior business or personal relationship.
B. In all States, Provinces or Territories where prohibited by law, an Independent Marketer may not transmit, or cause to be transmitted through a third party, (by telephone, facsimile, 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 faxes, e-mail or computer broadcasted documents subject to this provision shall include each of the following;


I. A clear and obvious identification that the fax or e-mail message is an advertisement or solicitation. The words “advertisement” or “solicitation” should appear in the subject line of the message;
II. A clear return path or routing information; III. The use of legal and proper domain name;
IV. A clear and obvious notice of the opportunity to decline to receive further commercial facsimile or e-mail messages from the sender;
V. 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;
VI. The true and correct name of the sender, valid senders fax or e-mail address, and a valid sender physical address;
VII. The date and time of the transmission;
VIII. Upon notification by recipient of his or her request not to receive further faxed or e- mailed documents, an Oikaa Independent Marketer shall not transmit any further documents to that recipient.
D. All e-mail or computer broadcasted documents subject to this provision shall not include any of the following;
I. Use of any third-party domain name without permission;
II. Sexually explicit materials.
9.4 Internet and Third-Party Website Restrictions
A. An Independent Marketer may not use or attempt to register any of Oikaa'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. An Oikaa Independent Marketer may not sell Oikaa products, services or offer the Business Opportunity using “online auctions,” such as eBay®.
C. All Independent Marketers may have one (1) Approved third-party website. A third-party website is an Oikaa-approved personal website that is hosted on non-Oikaa servers and has no affiliation with Oikaa. Any Independent Marketer 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 Oikaa’s prior written approval before going live with their third-party website. Third-party websites may be used to promote your business and Oikaa’s products so long as the third-party website adheres to Oikaa’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 anythird-partywebsite, you must do the following:

a. Identify yourself as an Independent Marketer for Oikaa;
b. Use only the approved images and wording authorized by Oikaa;
c. Adhere to the branding, trademark, and image usage policies described in this document.
d. Adhere to any other provision regarding the use of a third-party website described in this document;
e. Agree to give the Compliance Department at Oikaa access to the third-party website and, if the website is password protected, the Compliance Department must receive passwords or credentials allowing unlimited access.
f. Agree to modify your website to comply with current or future Oikaa policies.
D. All marketing materials used on an Independent Marketer’s third-party website must be provided by Oikaa or approved in writing by Oikaa.
E. 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 Oikaa Associate Logo
2. Your Name and Title
3. Oikaa Corporate Website Redirect Button
F. An Independent Marketer may not use third-party sites that contain materials copied from corporate sources (such as Oikaa brochures, CDs, videos, tapes, events, presentations, and corporate websites). This Policy ensures brand consistency, allows customers, and Independent Marketers to stay up-to-date with changing products, services, and information, facilitates enrollment under the correct Sponsor, and assists in compliance with government regulations.
G. An Oikaa Independent Marketer who currently qualifies at the rank of Director may apply to the Compliance Department for an exception to the third-party website policy. To qualify for an exception, the website must serve a unique market that the Oikaa corporate site does not currently serve or intend to serve.
H. Oikaa products may be displayed with other products or services on an Independent Marketer’s third-party website so long as the other products and services are consistent with Oikaa values and are not marketed or sold by a competing network-marketing company.
I. If the independent Oikaa business of an Independent Marketer who has received authorization to create and post a third-party website is voluntarily or involuntarily canceled for any reason, or if Oikaa revokes its authorization allowing the Independent Marketer to maintain a third-party website, the Independent Marketer shall assign the URL to his/her third-party website to the Oikaa within three (3) days from the date of the cancellation and/or re-direct all traffic to the site as directed by the Oikaa. Oikaa reserves the right to revoke any Independent Marketer’s right to use a third-party website at any time if Oikaa believes that such revocation is in the best interest of Oikaa, its Independent Marketers, and customers. Decisions and corrective actions in this area are at Oikaa’s sole discretion.
J. Social Media sites may not be used to sell or offer to sell Oikaa products or services. PROFILES AN AFFILIATE GENERATES IN ANY SOCIAL COMMUNITY WHERE ANOVITE IS DISCUSSED OR MENTIONED MUST CLEARLY IDENTIFY THE AFFILIATE AS A ANOVITE AFFILIATE, and when an Independent Marketer participates in those communities, Independent Marketers 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 Oikaa’s sole discretion, and offending Independent Marketers will be subject to disciplinary action. Banner ads and images used on these sites must be current and must come from the Oikaa approved library. If a link is provided, it must link to the posting Independent Marketer’s Replicated website or an approved third-party website.
K. Anonymous postings or use of an alias on any Social Media site is prohibited, and offending Independent Marketers will be subject to disciplinary action.
L. Associates may not use blog spam, spam dexing, or any other mass-replicated methods to leave blog comments. Comments Independent Marketers create or leave must be useful, unique, relevant, and specific to the blog’s article.
M. Associates must disclose their full name on all Social Media postings, and conspicuously identify themselves as an independent Independent Marketer for Oikaa. Anonymous postings or use of an alias is prohibited.
N. Postings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the Oikaa income opportunity, Oikaa’s products and services, and/or your biographical information and credentials.
O. Associates are personally responsible for their postings and all other online activity that relates to Oikaa. Therefore, even if an Independent Marketer does not own or operate a blog or Social Media site, if an Independent Marketer post to any such site that relates to Oikaa or which can be traced to Oikaa, the Independent Marketer is responsible for the posting. Associates are also responsible for postings which occur on any blog or Social Media site that the Independent Marketer owns, operates, or controls.
P. As an Oikaa Independent Marketer, it is important to not converse with any person who places a negative post against you, other Independent Marketers, or Oikaa. Report negative posts to Oikaa at [email protected]. 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 Oikaa, and therefore damages the reputation and goodwill of Oikaa.
Q. The distinction between a Social Media site and a website may not be clear-cut, because some Social Media sites are particularly robust, Oikaa therefore reserves the sole and exclusive right to classify certain Social Media sites as third-party websites and require that Independent Marketers using, or who wish to use, such sites adhere to the Oikaa’s policies relating to third-party websites.
R. If your Oikaa business is cancelled for any reason, you must discontinue using the Oikaa name, and all of Oikaa’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 Oikaa Independent Marketer, you must conspicuously disclose that you are no longer an independent Oikaa Independent Marketer.
S. Failure to comply with these Policies for conducting business online may result in the Independent Marketer losing their right to advertise and market Oikaa products, services and Oikaa’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 Oikaa products or services at a price LESS than the highest company published, established retail price of ONE offering of the Oikaa 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.
B. Advertising and all forms of communications must adhere to principles of honesty and propriety.
C. All advertising, including, but not limited to, print, Internet, computer bulletin boards, television, radio, etc., are subject to prior written approval by the Oikaa Compliance Department.
D. All requests for approvals with respect to advertising must be directed in writing to the Oikaa Compliance Department.
E. Oikaa approval is not required to place blind ads that do not mention Oikaa, its employees, any of its products, services, designs, symbols, programs, and trademarked, copyrighted, or otherwise protected materials.
F. An Independent Marketer who is currently paid at the Director 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 Oikaa Compliance Department for approval.
I. Directors are encouraged to work with the Compliance Department prior to the production of commercials, infomercials, or websites.
G. Oikaa reserves the right to rescind its prior approval of submitted advertising or promotional materials to comply with changing laws and regulations, and may require the removal of such advertisements from the marketplace without obligation to the affected Independent Marketer.
9.6 Testimonial Permission
A. By signing the Oikaa Associate Agreement, an Independent Marketer gives Oikaa 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 Oikaa Business Opportunity, an Independent Marketer waives any right to be compensated for the use of his or her testimonial or image and likeness even though Oikaa may be paid for items or sales materials containing such image and likeness. In some cases, an Independent Marketer’s testimonial may appear in another Independent Marketer’s advertising materials. If an Independent Marketer does not wish to participate in Oikaa sales and marketing materials, he or she should provide a written notice to the Oikaa 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. An Oikaa Independent Marketer must not engage in telemarketing in relation to the operation of the Independent Marketer’s Oikaa business. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of Oikaa products or services, or to recruit them for the Oikaa 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 many States have “do not call” regulations as part of their telemarketing laws.
C. While an Independent Marketer 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 Independent Marketer 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 Independent Marketers that promote either Oikaa products, services or the Oikaa opportunity is considered telemarketing and is prohibited.
E. Exceptions to Telemarketing Regulations
An Oikaa Independent Marketer may place telephone calls to prospective customers, or Independent Marketers under the following limited situations;

I. If the Independent Marketer has an established business relationship with the prospect;
II. In response to the prospect’s personal inquiry or application regarding a product or service offered by the Oikaa Independent Marketer, within 3 months immediately before the date of such a call;
III. If the Independent Marketer receives written and signed permission from the prospect authorizing the Independent Marketer to call;
IV. If the call is to family members, personal friends, and acquaintances. However, if an Independent Marketer 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;
V. Oikaa Independent Marketers engaged in calling “acquaintances,” must make such calls on an occasional basis only and not as a routine practice.
F. An Independent Marketer shall not use automatic telephone dialing systems in the operation of his or her Oikaa business.
G. Failure to abide by Oikaa policies or regulations as set forth by the FTC and FCC regarding telemarketing may lead to sanctions against the Independent Marketer’s position, up to and including termination of the position.
H. By signing the Independent Marketer Agreement, or by accepting commission checks, other payments, or awards from Oikaa, an Independent Marketer gives permission to Oikaa and other Independent Marketers to contact them as permitted under the Federal Do Not Call regulations.
I. In the event an Independent Marketer violates this section, Oikaa reserves the right to institute legal proceedings to obtain monetary or equitable relief.
10.0 INTERNATIONAL MARKETING
10.1 International Marketing Policy
A. An Oikaa Independent Marketer is authorized to sell Oikaa products and services, to customers and Independent Marketers only in the countries in which Oikaa is authorized to conduct business, according to the Policies and Procedures of each country. Oikaa Independent Marketers may not sell products or services in any country where Oikaa products and services have not received applicable government authorization or approval.
B. An Independent Marketer may not, in any unauthorized country, conduct sales, enrollment, or training meetings, enroll, or attempt to enroll potential customers, or Independent Marketers, nor conduct any other activity for the purpose of selling Oikaa products and services, establishing a sales organization, or promoting the Oikaa business opportunity.
11.0 CHANGES TO AN AFFILIATEBUSINESS
11.1 Modification of the Associate Agreement
A. A Oikaa Independent Marketer may modify his or her existing Independent Marketer 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 Independent Marketer) by submitting a written request, accompanied by a new Independent Marketer 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 Sponsor or Placement for Active Independent Marketers
A. Maintaining the integrity of the organizational structure is mandatory for the success of Oikaa and our independent Independent Marketers. As such, under exceptional circumstances at the discretion of the Company, a request to change placement may only be made within the first 7 days of initial enrollment as an Independent Marketer. Furthermore, such changes may only occur within the same organization.
B. Sponsors may make “Placement changes” from one Independent Marketer to another for personally Sponsored (frontline) Independent Marketers during the first 7 days of enrollment.
C. New Independent Marketers or their original Sponsor may request a change of Sponsor or Placement within the first 7 days of enrollment for the purpose of structuring an organization. The new Independent Marketer Agreement must be received within the calendar month for commission calculations to be effective with the requested change.
D. To change or correct the Sponsor, an Independent Marketer must comply with following procedures;
I. Submit a Sponsor Placement Transfer Form;
II. Submit an Oikaa Independent Marketer Agreement showing the correct Sponsor and Placement, and any appropriate supporting documentation;
I. II. The Independent Marketer 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 Independent Marketer’s downline, if any, will transfer with the Independent Marketer.
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, Oikaa will honor the Sponsor/Placement as shown:
I. On the most recently signed Independent Marketer Agreement on file; or
II. Self-enrolled on the website (i.e., electronically signed Web Agreement).
H. Oikaa retains the right to approve or deny any requests to change Sponsor or Placement and to correct any errors related thereto at any time and in whatever manner it deems necessary.
11.3 Change Sponsor or Placement for Inactive Independent Marketers
A. At the discretion of Oikaa, Independent Marketers who did not participate in an auto ship or have not ordered products or services for at least 12 months, and who have not tendered a letter of resignation, are eligible to re-enroll in Oikaa under the Sponsor/Placement of their choice.
B. Upon written notice to Oikaa that a former Independent Marketer wishes to re-enroll, Oikaa will “compress” (close) the original account. A new Oikaa ID number will then be issued to the former Independent Marketer.
C. Such Independent Marketer does not retain former rank, downline, or rights to commission checks from his or her former organizations.
D. Oikaa reserves the right to correct Sponsor or Placement errors at any time and in whatever manner it deems necessary.
11.4 Change Organizations
A. If an Oikaa Independent Marketer wishes to transfer organizations, he or she must submit a letter of resignation to the Oikaa Customer Service Department and remain inactive (place no orders, or be on an auto ship) with or in Oikaa for 6 months from the receipt of the letter before being eligible to re-enroll under a different Sponsor/Placement.
B. Oikaa retains the right to approve or deny any request to re-enroll after an Independent Marketer’s resignation.
C. If re-enrollment is approved, the former Independent Marketer will be issued a new Oikaa ID number and will be required to submit a new Independent Marketer Agreement. The Independent Marketer 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.
11.5 Unethical Sponsoring
A. Unethical sponsoring activities include, but are not limited to, enticing, bidding, or engaging in unhealthy competition in trying to acquire a prospect or new Independent Marketer from another Independent Marketer or influencing another Independent Marketer to transfer to a different sponsor.
B. Allegations of unethical sponsoring must be reported in writing to the Oikaa Compliance Department within the first 90 days of enrollment. If the reports are substantiated, Oikaa may transfer the Independent Marketer or the Independent Marketer’s downline to another sponsor, Placement, or organization without approval from the current up-line Sponsor or Placement Independent Marketers. Oikaa remains the final authority in such cases.
C. Oikaa prohibits the act of “Stacking.” Stacking is the unauthorized manipulation of the Oikaa compensation system and/or the marketing plan in order to trigger commissions or cause a promotion off a downline Independent Marketer in an unearned manner. One example of stacking occurs when a Sponsor places participant under an inactive downline without his or her knowledge 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.
D. Should Associates engage in solicitation and/or enticement of members of another direct sales company to sell or distribute Oikaa 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 an Independent Marketer alleging that they engaged in inappropriate recruiting activity of another company’s
sales force or customers, Oikaa will not pay any of Associate’s defense costs or legal fees, nor will Oikaa indemnify the Associate 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 Oikaa to place restrictions on the transfer, assignment, or sale of a position.
B. An Oikaa Independent Marketer may not sell or assign his or her rights or delegate his or her position as an Independent Marketer without prior written approval by Oikaa, which approval will not be unreasonably withheld. Any attempted sale, assignment, or delegation without such approval may be voided at the discretion of Oikaa.
C. Should the sale be approved by Oikaa, 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 an Oikaa position, the following items must be submitted to the Oikaa Compliance Department; I. A Sale/Transfer of Associate Form properly completed, with the requisite signatures.
II. A copy of the Sales Agreement signed and dated by both Buyer and Seller.
III. An Oikaa Independent Marketer Agreement completed and signed by the Buyer;
IV. Payment of the $100 administration fee;
V. Any additional supporting documentation requested by Oikaa.
E. Any debt obligations that either Seller or Buyer may have with Oikaa must be satisfied prior to the approval of the sale or transfer by Oikaa.
F. An Oikaa Independent Marketer who sells his or her position is not eligible to re-enroll as an Oikaa Independent Marketer 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 an Oikaa 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;
I. One of the parties may, with the written consent of the other(s), operate the Oikaa business whereby the relinquishing Spouse, shareholders, partners, members, or trustees authorize Oikaa to deal directly and solely with the other Spouse, non-relinquishing shareholder, partner, member, or trustee;
II. The parties may continue to operate the Oikaa business jointly on a “business as usual” basis, whereupon all compensation paid by Oikaa will be paid in the name
designated as the Independent Marketers or in the name of the entity to be divided, as the parties may independently agree between them. If no name is stipulated, Oikaa will pay compensation to the name on record and in such event, the Associate named on the account shall indemnify Oikaa from any claims from the other business owner(s) or the other Spouse with respect to such payment.
B. Oikaa recognizes only one Downline organization and will issue only one commission check per Oikaa business per commission cycle. Under no circumstances will the Downline of an organization be divided, nor will Oikaa 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 Oikaa business, he or she may immediately thereafter re-enroll under the Sponsor and Placement of his or her choice. In such cases, however, the Relinquishing Party shall have no rights to, and shall not solicit, any Independent Marketer or active Customer in the former organization, and must develop a new business in the same manner as any other new Oikaa Independent Marketer. An Independent Marketer 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 an Independent Marketer, the Independent Marketer’s business may be passed on to his or her legal successors in interest (successor). Whenever an Oikaa business is transferred by will or other testamentary process, the successor acquires the right to collect all bonuses and commissions of the deceased Independent Marketer’s sales organization. The successor must:
I. Complete and sign a new Oikaa Independent Marketer Agreement;
II. Comply with the Terms and provisions of the Independent Marketer Agreement; and
III. Meet all of the qualifications for the last rank achieved by the former Independent Marketer.
B. Bonus and commission checks of an Oikaa business transferred based on this section will be paid in a single check to the successor. The successor must provide Oikaa 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. Oikaa 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 Oikaa Compliance Department to ensure the transfer is done properly. To affect a testamentary transfer of an Oikaa business, the successor must provide the following to Oikaa Compliance Department;
I. A certified copy of the death certificate; and
II. A notarized copy of the will or other appropriate legal documentation establishing the successor’s right to the Oikaa business.
E. To complete a transfer of the Oikaa business because of incapacity, the successor must provide the following to the Oikaa Compliance Department;
I. A notarized copy of an appointment as trustee;
II. A notarized copy of the trust document or other appropriate legal documentation establishing the trustee’s right to administer the Oikaa business; and
III. A completed Independent Marketer Agreement executed by the trustee.
F. If the successor is already an existing Independent Marketer, Oikaa will allow such Independent Marketer to keep his or her own position plus the inherited position active for up to six (6) months. By the end of the 6-month period, the Independent Marketer 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 Oikaa 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, Oikaa may grant a 1 month bereavement waiver and pay out at the last “paid as” rank.
11.9 Resignation/Voluntary Termination
A. An Independent Marketer may immediately terminate his or her position by submitting a written notice or email to the Oikaa Compliance Department compliance [at]dockofhealth.com. The written notice must include the following;
I. The Independent Marketer’s intent to resign;
II. Date of resignation;
III. Oikaa Identification Number;
IV. Reason for resigning; and
V. Signature.
B. An Oikaa Independent Marketer may not use resignation as a way to immediately change Sponsor and Placement. Instead, the Independent Marketer who has voluntarily resigned is not eligible to reapply for a position or have any financial interest in a or any Oikaa business for 6 months from the receipt of the written notice of resignation.
11.10 Involuntary Termination
A. Oikaa reserves the right to terminate an Independent Marketer’s position for, but not limited to, the following reasons;
I. Violation of any Terms or Conditions of the Independent Marketer Agreement;
II. Violation of any provision in these Policies and Procedures;
III. Violation of any provision in the Compensation Plan;
IV. Violation of any applicable law, ordinance, or regulation regarding the Oikaa business;
V. Engaging in unethical business practices or violating standards of fair dealing; or
VI. Returning over $500 worth of products, services and/or sales tools for a refund within a 12-month period.
B. Oikaa will notify the Independent Marketer 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 Independent Marketer’s position and the reasons for termination. The Independent Marketer will have 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. Oikaa will then have 30 calendar days from the date of receipt of the Independent Marketer’s response to render a final decision as to termination.
C. If a decision is made by Oikaa to terminate the Independent Marketer’s position, Oikaa will inform the Independent Marketer in writing that the position is terminated effective as of the date of the written notification. The Independent Marketer will then have 15 calendar days from the date of mailing of such notice to appeal the termination in writing. Oikaa must receive the Independent Marketer’s written appeal within 20 calendar days of the date of the Oikaa termination letter. If the written appeal is not received within this time period, the termination will be considered final.
D. If the Independent Marketer does file a timely appeal of termination, Oikaa will review its decision, along with any other information it may deem relevant, reconsider any other appropriate action, and notify the Independent Marketer of its decision. The decision of Oikaa 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 Oikaa. The former Independent Marketer shall thereafter be prohibited from using the names, marks or signs, labels, stationery, advertising, or business material referring to or relating to any Oikaa products or services. Oikaa will notify the active Upline Sponsor within 10 days after termination. The organization of the terminated Independent Marketer will “roll up” to the active Upline Sponsor on record.
F. The Oikaa Independent Marketer who is involuntarily terminated by Oikaa 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 Oikaa, following a review by the Oikaa Compliance Committee. In any event, such Independent Marketer may not re-apply for a position for 12 months from the date of termination.
11.11 Effect of Cancellation
A. Following an Independent Marketer’s cancellation for inactivity or voluntary or involuntary termination (collectively, a “cancellation”) such Independent Marketer;
I. Shall have no right, title, claim or interest to any commission or bonus from the sales generated by the Independent Marketer’s former organization or any other payments in association with the Independent Marketer’s former independent position;
II. Effectively waives any and all claims to property rights or any interest in or to the Independent Marketer’s former Downline organization;
III. 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 Oikaa.
12.0 DISCIPLINARY SANCTIONS
12.1 Imposition of Disciplinary Action - Purpose
A. It is the spirit of Oikaa that integrity and fairness should pervade among its Independent Marketers, thereby providing everyone with an equal opportunity to build a successful business. Therefore, Oikaa reserves the right to impose disciplinary sanctions at any time, when it has determined that an Independent Marketer 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 Oikaa.
12.2 Consequences and Remedies of Breach
A. Disciplinary actions may include one or more of the following;
I. Monitoring an Independent Marketer’s conduct over a specified period of time to assure compliance;
II. Issuance of a written warning or requiring the Independent Marketer to take immediate corrective action.
III. 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 Oikaa receives adequate additional assurances from the Independent Marketer to ensure future compliance;
IV. Suspension from participation in Company or Independent Marketer events, rewards, or recognition;
V. Suspension of the Oikaa Independent Marketer Agreement and position for one or more pay periods;
VI. Involuntary termination of the Independent Marketer’s Agreement and position;
VII. Any other measure which Oikaa deems feasible and appropriate to justly resolve injuries caused by the Independent Marketer’s Policy violation or contractual breach; OR
VIII. Legal proceedings for monetary or equitable relief.
13.0 DISPUTE RESOLUTION
13.1 Grievances
A. If an Oikaa Independent Marketer has a grievance or complaint against another Independent Marketer regarding any practice or conduct relating to their respective Oikaa 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 Oikaa Compliance Department as outlined below in this Section.
B. The Oikaa Compliance Department will be the final authority on settling such grievance or complaint and its written decision shall be final and binding on the Independent Marketers involved.
C. Oikaa will confine its involvement to disputes regarding Oikaa business matters only. Oikaa will not decide issues that involve personality conflicts or unprofessional conduct by or between Independent Marketers outside the context of an Oikaa business. These issues go beyond the scope of Oikaa and may not be used to justify a Sponsor or Placement change or a transfer to another Oikaa organization.
D. Oikaa does not consider, enforce, or mediate third party agreements between Independent Marketers, nor does it provide names, funding, or advice for obtaining outside legal counsel.
E. Process for Grievances:
I. The Oikaa Independent Marketer should submit a written letter of complaint (e-mail will not be accepted) directly to the Oikaa Compliance Department. The letter shall set forth the details of the incident as follows;
a. The nature of the violation;
b. Specific facts to support the allegations;
c. Dates;
d. Number of occurrences;
e. Persons involved; and
f. Supporting documentation.
II. Upon receipt of the written complaint, Oikaa will conduct an investigation according to the following procedures;
a. The Compliance Department will send an acknowledgment of receipt to the complaining Independent Marketer;
b. The Compliance Department will provide a verbal or written notice of the allegation to the Independent Marketer under investigation. If a written notice is sent to the Independent Marketer, 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 Oikaa
c. 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.
d. While 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. Associate calls, letters, and requests for “progress reports” while the investigation will not be answered or returned.
E. Oikaa will make a final decision and timely notify the Oikaa Independent Marketers involved.
13.2 Arbitration
A. Any controversy or claim arising out of or relating to the Oikaa Independent Marketer agreement, these Policies and Procedures, or the breach thereof, the Independent Marketer’s business or any dispute between Oikaa and the Independent Marketer, 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 Lehi, Utah. 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 expiration of the Independent Marketer agreement.
D. Nothing in these Policies and Procedures shall prevent Oikaa 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 Oikaa 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.
E. 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.
F. These Policies and Procedures and any arbitration involving an Independent Marketer and Oikaa shall be governed by and construed in accordance with the laws of the state of Utah, without reference to its principles of conflict of laws.
13.3 Sever ability
A. 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 Oikaa can, in writing, affect a waiver of the Oikaa Policies and Procedures. Oikaa's waiver of any particular breach by an Independent Marketer shall not affect Oikaa’s rights with respect to any subsequent breach, nor shall it affect the rights or obligations of any other Independent Marketer.
B. The existence of any claim or cause of action of an Independent Marketer against Oikaa shall not constitute a defense to Oikaa'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 Utah and the exclusive jurisdiction of the United States courts.
15.0 ANOVITE GLOSSARY OF TERMS
ACTIVE AFFILIATE: A Independent Marketer 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 Associate; includes the Associate Agreement, the Oikaa Policies and Procedures, and the Oikaa Compensation Plan, all in their current form and as amended by Oikaa in its sole discretion. These documents are collectively referred to as the “Agreement.” CANCEL: The termination of an Independent Marketer’s business. Cancellation may be either voluntary, involuntary, or through non-renewal.

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

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

AFFILIATE: An individual, who purchases product, generates retail sales and business building commissions. LINE OF SPONSORSHIP (LOS): A report generated by Oikaa that provides critical data relating to the identities of Associates, sales information, and enrollment activity of each Associate’s organization. This report contains confidential and trade secret information which is proprietary to Oikaa. ORGANIZATION: The customers and Associates placed below a particular Associate. OFFICIAL ANOVITE MATERIAL: Literature, audio or video tapes, and other materials developed, printed, published, and distributed by Oikaa to Associates. PLACEMENT: Your position inside your Sponsor’s organization. RECRUIT: For purposes of Oikaa’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 Oikaa Associate or Customer to enroll 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 Oikaa labelling. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be resalable. SPONSOR: A Independent Marketer who enrolls a Customer, Retailer, or another Associate into the Company, and is listed as the Sponsor on the Associate Agreement. The act of enrolling others and training them to become Associates is called “sponsoring.” UPLINE: This term refers to the Associate or Associates above a particular Associate in a sponsorship line up to the Company. It is the line of sponsors that links any particular Associate to the Company.