1. [1]
JAVITA INTERNATIONAL Ltd.
POLICIES AND PROCEDURES
INTRODUCTION
Javita International Ltd. (“Javita”) is a direct
selling company with its principal offices in Boca
Raton, Florida, USA. Javita is proud to offer you
great products and access to one of the leading
business opportunities in the direct selling
industry. Javita is a company that desires to
maintain the highest ethical standards. Javita
honors all applicable international, federal, state,
provincial, territorial, and local laws and
regulations governing good business practices as
well as the standards set by the Direct Selling
Association (DSA), the trade organization
representing the direct selling industry. Javita
expects and requires that all of its independent
distributors (“Members”) adhere to all
applicable international, federal, state,
provincial, territorial, and local laws and
regulations governing good business practices as
well as the standards set by the DSA..
A Javita Member is an independent contractor
and his or her success or failure depends on his
or her own personal efforts. No direct selling
company can represent or guarantee its
independent contractors any particular income
or success. Any company which represents that
its members will achieve financial success
without working the program or by relying
solely on the efforts of others should be
disregarded. Furthermore, any company that ties
compensation and financial success solely to
recruiting others rather than actual product
sales may be an illegal pyramid scheme and is
ultimately destined for failure. As such, Javita
does not guarantee, represent or warrant that
Members will achieve any level of financial
success, income or compensation. The level of
financial success, income or compensation is
solely dependent upon the individual Member.
EQUAL OPPORTUNITY
Javita is open to all people from all walks of life
regardless of age, race, nationality, religious
beliefs or political affiliations as long as the
person is at the applicable legal age of majority
and is otherwise legally capable of entering into
a contractual agreement with Javita. All
Members, therefore, must not discriminate
against any member of any recognizable
protected class under any applicable law, rule, or
regulation.
ETHICS
All Members (“you”) must comply with all
applicable international, federal, state and local
laws relating to your business and must not
engage in any unlawful or illegal acts, including
without limitation, any unlawful or illegal trade
practices or business activity. You must observe
the letter as well as the spirit of Javita’s Policies
& Procedures by conducting your business in a
manner consistent with the highest standards of
honesty, integrity and responsibility in dealing
with customers, other Members, Javita
employees and the general public. Violations in
ethical behavior will result in termination of
your Javita Membership by Javita.
UNETHICAL ACTIVITY
You must not participate in any activity that
Javita deems unethical. Javita reserves the right,
in its sole and absolute discretion, to decide
whether certain of your activities are unethical
and, if determined to be so, to act accordingly
including suspension or termination of your
membership. Examples of unethical activity
include, without limitation:
• Causing Javita products, either directly
or indirectly, to be sold in retail outlets.
Retail outlets are defines as fixed
storefront locations.
• Purchasing or causing someone else to
purchase excess product inventory.
• Failure to comply with the 70 Percent
Rule.
• Soliciting or hiring, directly or indirectly,
Javita Members to participate in a
competing business opportunity.
2. [2]
• Writing bad checks to either Javita or
another Member.
• Unauthorized use of another person’s
credit card.
• Misrepresenting Javita products.
• Making false and illegal health claims
about Javita products.
• Misrepresenting the Javita Compensation
Plan and making false income claims.
• Spamming or unsolicited sending of e‐
mails, or otherwise violating the CAN‐
SPAM Act.
• Ordering product for someone without
their knowledge and consent.
• Causing someone to be on AutoShip
without their knowledge and consent.
• Maintaining a financial interest in
unapproved multiple Memberships.
• Engaging in any deceptive or unlawful
trade practice or other illegal or unlawful
activity.
• Failure to adhere to Javita's policies
regarding advertising and promotion.
• Unauthorized use or use in violation of
Javita’s consent of Javita trade names,
trademarks or logos.
• Misusing the Javita corporate name or
the efforts of corporate personnel.
• Unauthorized duplication of Javita
literature or any Javita copyrighted
material.
• Manipulating the Javita Compensation
Plan.
• Unauthorized use of or use in violation of
Javita’s consent of Javita's proprietary or
confidential information.
GETTING STARTED
BECOMING A MEMBER
To become a Member of Javita, you must meet
the eligibility requirements set forth in a
Member Agreement, complete, sign and submit
the Member Agreement, review, accept, and
comply with Javita’s Policies & Procedures,
purchase a Member Kit, and be accepted by
Javita in its sole and absolute discretion. A
prospective Member can also submit an
“electronic signature” by completing Javita’s
online Member Agreement which includes the
acceptance of Javita’s Policies & Procedures and
purchase of a Member Kit. A Member may be an
individual, partnership or corporation whose
completed the Member Agreement has been
received and accepted by Javita at its sole and
absolute discretion.
No purchase other than a Member Kit, unless
prohibited by applicable law, is necessary to
become a Javita Member. There are no
requirements to make product purchases or
maintain inventory. The Member Kit purchase
price is not a service or franchise fee, but exists
to offset costs incurred by Javita for
informational materials and business tools
provided to help a Member sell Javita products
and get started building his or her Javita
business. Only Members may sell Javita products
or participate in the Javita program. Javita’s
products are available only to Javita Members
and their customers, and Javita will not sell or
allow its products to be sold through any other
distribution channel. Javita reserves the right, in
its sole and absolute discretion, to accept or
reject anyone as a Member.
TEMPORARY TELEPHONE APPLICATIONS
To expedite the sponsoring process, Javita will
accept the Member Application and/or
Agreement by telephone. Applications that are
submitted by phone will be considered your
valid Member Agreement. The Member must
ensure that he or she reviews the Policies &
Procedures as acceptance by Javita of a
telephone application is acknowledgement of a
Member’s agreement to comply with the
Company’s Policies & Procedures. The
continuation of your Javita Membership or your
acceptance of bonuses or commissions
constitutes acceptance of any and all Javita rules
and regulations pertaining to the operation of
your Javita Membership, including, without
limitation these Javita Policies & Procedures.
Lack of a signed Member Agreement form does
not exclude Javita from enforcing these rules and
regulations against you. Javita reserves the right
to cancel without notice any Membership found
to be operating without the properly signed
Member Agreement. Members agree to advance,
3. [3]
indemnify, and hold Javita harmless for any
losses due to such cancellation of Membership.
INDEPENDENT CONTRACTOR; LICENCES;
TAXES
Once Javita has accepted your Member
Agreement, you become a Javita Member
conducting business for your own account.
Members are independent contractors and are
not agents or employees of Javita. Javita
Members have no authority and will not
represent that they have any authority to
assume or create any obligation, express or
implied on behalf of Javita, or to represent
themselves as an agent or employee of Javita. As
an independent contractor, you are responsible
for obtaining any licenses required by law.
Performance of your Membership will not be
construed to have established any agency, joint
venture, or partnership. You will not make any
warranties or representations on behalf of Javita.
You are responsible for the entire operation of
your Membership, including payment of all
income taxes, Social Security, unemployment
and other taxes (see “Sales Tax”; “Other Taxes”).
Javita will file a Form 1099 or its equivalent for
each Member at the close of the calendar year as
required by the Internal Revenue Service (IRS).
Javita will not withhold from the compensation
due a Member under the Javita Compensation
Plan any amounts for income taxes, Social
Security, unemployment or other items required
to be withheld from the wages of employees.
You agree to advance, indemnify, and hold
harmless Javita from and against any and all
claims, demands, actions, suits, losses, liabilities,
damages (including taxes), and all related costs
and expenses, including without limitation
reasonable attorneys’ fees due to, arising from or
relating to the payment of failure to pay any
portion of the Sales Tax and/or Other Taxes.
FAMILY POLICY
Multiple Memberships may not be operated in
the same household, unless specifically
authorized by Javita. A husband, wife and
children residing with you are all considered a
single Membership. A husband and wife may
neither sponsor each other or children residing
with them nor have different sponsors.
If any member of your immediate household
engages in any activity that, if performed by you,
would violate any provision of the Member
Agreement or the Javita Policies & Procedures,
such activity will be deemed a violation by you.
ONE MEMBERSHIP
Under no circumstances may an individual
participate in more than one Membership unless
specifically authorized and approved by Javita.
Participation in another Membership includes,
but is not limited to, any ownership interest
directly or indirectly in a Membership as a
shareholder, partner, trustee, beneficiary, or
principal; any control or ability to control a
Membership; any direct or indirect receipt of
income derived from a Membership; spousal
support derived from a Membership; familial
support derived from a Membership; access to a
bank account into which commissions derived
from a Membership are deposited; and any other
similar interests pertaining to a Membership.
If a spouse or co‐habitant of a Member wishes to
become a Member, he/she must be added to the
Membership previously formed by the spouse or
co‐habitant. In the case of two (2) Members
subsequently marrying, the Company shall not
cause the Members to abandon either
Membership. In this case only, both husband and
wife shall be allowed to retain their existing
Memberships. Written notice should be given to
Javita prior to the marriage.
If a married couple with a jointly held
Membership divorces, written notification,
including the notarized signatures of both
parties, must be provided to Javita indicating
how the Membership is to be managed
thereafter. Otherwise, Javita shall either consider
the principal account holder as the sole
continuing Member or restructure the
Membership pursuant to a court order.
Javita may charge the Member a fee in
connection with such reorganization. These
Javita Policies & Procedures shall also be applied
to non‐married, co‐applicant Memberships.
4. [4]
SOCIAL SECURITY NUMBER/FEDERAL ID
REQUIREMENTS
If your Membership is set up under your name,
you must provide your Social Security number. If
your Membership is set up as a corporation or
partnership, you must provide your Federal
Employer Identification Number (FEIN). Javita
gathers this information for purposes of
reporting income earned to the IRS. If the
applicant is applying as a corporate entity, the
original signature on the Member Agreement
must be of a person authorized to bind the
corporate entity. Once the Member Agreement
for a corporate entity has been completed, the
following must also be submitted:
• The official IRS confirmation letter
containing the Federal Tax Identification
for the corporate entity.
• A copy of the articles of organization or
articles of incorporation.
Javita will keep all Social Security and FEIN
numbers confidential. Members should not share
their Social Security or Federal Identification
numbers with others. Members who do not
provide accurate Social Security or Federal ID
number information may be subject to a penalty
fee and/or termination of Membership.
MEMBER IDENTIFICATION NUMBER
(MID)
Upon submission and acceptance of your
Member Agreement, Javita will assign to you a
unique Member Identification Number (MID).
This MID can be used by new members when
joining and customers for ordering to ensure
proper credit to your Membership. The MID is
property of Javita and is not to be used for any
purpose other than Javita business.
MINIMUM AGE
In order to become a Member, an applicant must
have reached the greater of 18 years of age or
the age of majority required by the state or
country in which the applicant resides.
NO EXCLUSIVE TERRITORIES
Javita recognizes no exclusive territories, and
you are free to conduct business in any state or
country declared open by Javita, subject to all
applicable laws and any limitations set forth in
the Policies & Procedures. Additionally, if for any
reason a Member changes home country,
eligibility for commissions and other
qualifications will be as set forth in the Policies &
Procedures applicable to that country.
Policies & Procedures
INVENTORY REQUIREMENTS
You are not required to purchase or store any
specific amount of inventory. The Javita program
is based on retail sales to customers, personal
use of products, and not on maintaining an
excess inventory of products. As required by the
70 Percent Rule (see “70 Percent Rule”), all
Members must have sold or used at least 70
percent of their previous order from Javita
before reordering, and subsequently may be
required to provide Javita with certification of
that fact. Acceptance by you of a Javita product
order signifies your compliance with the 70
Percent Rule. You are required to maintain all
retail sales receipts for a period of two years and
must furnish them to Javita upon request.
AGREEMENT TO BE FAMILIAR WITH AND
ABIDE BY JAVITA POLICIES &
PROCEDURES
Javita reserves the right to amend these Javita
Policies & Procedures at any time and from time
to time. Members shall be familiar with and
must comply with all current and subsequently
amended Javita Policies & Procedures. Any
amendment becomes binding upon you as a
Member upon posting upon Javita’s website. To
the extent any amendment conflicts or is
inconsistent with any provision of any past
version of Javita’s Policies & Procedures, the
most current version of the Policies and
Procedures shall govern and control as all prior
versions shall be deemed merged into and
superseded by the then current posted version
of the Policies and Procedures. As a Member,
you must review the current Javita Policies &
Procedures located on the Javita website at
www.javita.com on a regular basis to ensure
your familiarity and compliance.
5. [5]
The placing of orders with Javita and the
acceptance of Member commissions is a
reaffirmation of such commitment to abide by all
current Policies & Procedures. A Member shall
have the right to earn and receive commissions
only as long as the Member is conducting his or
her business in strict compliance with these
Javita Policies & Procedures. Failure to comply
with these Javita Policies & Procedures may
result in termination of your Membership.
PRICE CHANGES
The prices of Javita products and sales tools are
subject to change without prior notice. Current
pricing is identified on the Javita website.
OPERATING YOUR BUSINESS
CHANNELS OF COMMUNICATION
You are responsible for training and supervising
your downline to ensure proper operation of
their Javita Membership and adherence to
Javita’s Policies & Procedures. You are also
responsible for answering all Member questions.
Should you not be able to answer the questions,
please first contact your upline and then Javita
Member Services.
PRODUCT LIABILITY INSURANCE
Javita maintains a product liability insurance
policy. This coverage protects Javita’s products
should an issue arise. However, this policy may
not protect you if you fail to use Javita products
as directed or make unauthorized
representations or product claims or otherwise
fail to comply with these Policies & Procedures.
INCOME REPRESENTATIONS
False or misleading income representations or
claims regarding the Javita Compensation
Program are strictly prohibited and may result
in termination of your Membership.
PACKAGING AND PRODUCT HEALTH
CLAIMS
You may not, under any circumstance, repackage
or re‐label any of Javita’s products, including,
without limitation using an alternative brand
name or trademark, and you may not make any
false or misleading verbal or written health
claims regarding Javita products. Approved
health claims are found on Javita’s corporate
website. Medical claims relating to Javita
products are strictly prohibited.
ENROLLING AND SPONSORING
All Members have the right to enroll others. In
addition, every Member has the ultimate right to
choose his or her Enroller. When describing the
Javita program to a prospective Member, you
must present the program in its entirety without
omission, distortion or misrepresentation.
Additional offers, representations or agreements
made in connection with the Javita program are
strictly prohibited, and may result in the
termination of your Membership. Once the
decision to enroll has been made, any sponsor
changes must follow the rules set forth in the
Changing Sponsors section.
If two Members should claim to be the Enroller
of the same new Member, Javita shall investigate
the dispute and make an independent
determination as to the proper Enroller. All
parties must accept and abide by Javita’s
decision.
PLACEMENT PROGRAM
Javita’s Placement Program is designed to assist
you in developing an organizational structure
that is complementary to Javita’s Compensation
Plan. It provides the Enroller the flexibility to
place new Members in an appropriate position in
the organization. As the Enroller, you have two
placement options during your new Member’s
first 60 days:
• When a new Member is enrolled, place
the new Member anywhere in your
downline at the time of sponsorship. This
can be accomplished directly on the
Member Agreement form or through the
online Member Application.
6. [6]
You are deemed the "Enroller" and the
Member under whom you place the new
Member is deemed the "Sponsor." Once a
new Member has been placed under a
different Sponsor, he or she cannot be
moved again without submitting a
sponsor change request (see "Changing
Sponsors").
• When a new Member is enrolled, place
him or her frontline to you so you will be
the Enroller and Sponsor. Within the first
60 days of their enrollment, you can
place the new Member anywhere in your
downline by completing the Javita
Member Placement Form (part of the
“60‐Day Placement Program“) or online
through the online placement feature
available in the Javita back office. The 60‐
Day Placement Program is only available
to the Member who is the Enroller AND
Sponsor.
A Member may only be moved once within his or
her first 60 days. After 60 days, sponsor changes
must follow the rules set forth in the Changing
Sponsor section. You are not permitted to move
the new Member upline or sideline. A Member
whose Organizational Volume (O.V.) is greater
than that of his or her newly requested sponsor’s
O.V. cannot be moved beneath the new sponsor’s
organization. Javita must receive all Placement
Program requests prior to the 25th day of the
current calendar month. Any requests received
after the 25th day will be completed the following
month. Any requests different from the rules
outlined above are considered sponsorship
changes and fall under the guidelines of the
Javita sponsor change policy (see "Changing
Sponsors").
CHANGING SPONSORS
Network marketing is a business built on
relationships. When a Member completes a
Member Agreement, he or she is deemed
enrolled and sponsored. Javita is committed to
protecting the relationship between the Member
and Sponsor. Subject to Javita’s approval, a
Member desiring a change in sponsorship can do
so only under very limited conditions:
• A Member may submit a completed
Sponsor Change Request Form along
with signatures from his or her nine
uplines and the applicable fee to Javita’s
Compliance Department for final
approval. Please allow at least 30
business days (one full Commissionable
Volume month) for a status report. Peak
times such as pre‐ and post‐conference
as well as the end of the month deadline
may extend this time period. Please be
considerate of peak business times.
• Sponsor Change Request Forms can be
found on the Javita website or you may
request one from Javita’s Member
Services. Additionally, it is important to
note that if fraudulent actions or
unethical sponsoring activities were
used to attract the new Member, the new
Member can make a request directly to
Javita to change his or her Sponsor.
• A non‐refundable processing fee of $100
will be charged to the Member
requesting a change of sponsorship.
• All Sponsor changes are subject to final
approval by Javita's Compliance
Department.
• A Member whose Organizational Volume
(O.V.) is larger than that of their newly
requested Sponsor’s O.V. cannot be
moved beneath the new Sponsor’s
smaller organization.
• Note that a change in Sponsor does not
result in a change in Enroller, as a
Member is permanently linked to their
original Enroller.
CROSSSPONSORING
When a Member enrolls and sponsors a new
Member into Javita, an important investment is
made and a valuable business relationship is
formed. Javita believes in protecting these
relationships; therefore, Javita does not allow
cross‐sponsoring. Cross‐sponsoring occurs when
a Member or his or her agent sponsors, or
attempts to sponsor, into any other direct selling
company a Javita Member whom he or she did
not personally enroll into the Javita business.
7. [7]
Cross‐sponsoring also occurs when a Member
participates in an action that causes another
Member to be sponsored through someone else
into another direct selling company. Cross‐
sponsoring is grounds for the immediate
termination of your Membership.
PARTICIPATION AS A MEMBER IN
MULTIPLE COMPANIES
Active participation in another direct selling
company may negate your recognition in Javita’s
Recognition Program, at Javita’s sole and
absolute discretion.
TRANSFER OF MEMBERSHIP
Each Javita Membership is personal to the
Member and may only be transferred by sale,
will or intestate succession. Transfer by sale
necessitates that the following requirements be
met:
The Member making the request must submit
the appropriate Javita Sale/Transfer Form,
which is available upon request, along with a
signed, dated and amended application listing
the new owner’s information, the nine‐upline
signatures agreeing to the sale/transfer, Javita’s
approval, and any applicable fee to the
Compliance Department. Javita reserves the
right of first refusal of a sale/transfer request.
No changes in the line of sponsorship can result
from the transfer of a Membership without first
completing the appropriate request (see
“Changing Sponsors” for details.) For further
details regarding the procedures for transferring
a Membership, please contact Javita Member
Services at 1‐855‐JAVITA‐1 (1‐855‐528‐4821).
All transfers of Memberships are subject to final
approval by Javita.
MEMBER RENEWAL
Your Javita Membership must be renewed
annually. Javita will begin to notify you via e‐
mail approximately 60 days prior to your
renewal date. You must contact Javita Member
Services by your anniversary date and submit
the appropriate renewal fee. You may also renew
your Membership online (if applicable).
Renewal of your Javita Membership is
acceptance of the current Javita Policies &
Procedures.
Javita reserves the right, at its sole and absolute
discretion, to deny a Member’s annual renewal
NONRENEWAL ACTION
Failure to renew by the Member’s anniversary
date will cause the Membership to become
“expired.” Expired means the Member is placed
in a probationary status with the Member having
30 days to submit the appropriate Member
Renewal fee. A Member on probation is eligible
to be paid for that commission period. If a
Membership is not renewed from expired status
in 30 days, the Membership is “suspended.” A
suspended Member is not eligible to receive
commissions, and is compressed out of the
organizational structure. A suspended Member
has 30 days to submit the appropriate Member
Renewal fee to become active. If the Membership
is not renewed from suspended status within 30
days of suspension, the Member is then
considered “retired.” Any acquired customers or
downline built by the retired Member will roll‐
up to the first active Sponsor. Retired status will
be construed as a Member resignation, and all
agreements between Javita and the Member will
be terminated. Javita is not responsible for items
lost or returned due to outdated addresses or
invalid e‐mail addresses, which may then result
in the retirement of your Membership by Javita.
A Member retired due to nonrenewal will be
eligible to sign up as a new Member six (6)
months after his or her retirement.
REPORTS; CONFIDENTIALITY
Javita is fully committed to protecting the
privacy of its Members; therefore, Members
must not disclose or distribute any Javita
downline organization reports. The identity of
Javita’s Members is a proprietary trade secret of
Javita. Information contained in any online or
offline report or statement provided to you by
Javita is the proprietary and confidential
information of Javita and is transmitted to you in
confidence. You agree not to disclose such
information to any other person, firm or
corporation, whether directly or indirectly, or
use said information for the purpose of
competing with Javita or for any purpose other
than promoting Javita’s business.
8. [8]
You and Javita agree that without this agreement
of confidentiality and nondisclosure, Javita
would not provide this information to you.
WAIVER
The failure or delay of Javita at any time to
enforce any provision of the Member Agreement
and/or the Javita Polices & Procedures will not
affect the right of Javita to enforce that provision
or to exercise any right, power or remedy
hereunder. Any waiver by Javita or any breach of
any provision of the Member Agreement and/or
the Javita Polices & Procedures should not be
construed as a waiver of any continuing or
succeeding breach of such provision, a waiver of
the provision itself or a waiver of any right,
power or remedy hereunder.
VOLUNTARY RESIGNATION
The Member Agreement may be voluntarily
cancelled at any time and for any reason by
notifying Javita of the election to resign/cancel.
For the protection of your business asset, Javita
recommends the resigning Member submit a
signed letter of resignation. Javita will, at the
request of the Member, repurchase products
from their last order at 90 percent of the net cost
(see “Member Returns”) and apply the 70
Percent Rule to any other product returns. Upon
voluntary resignation, the Member will be
eligible to reapply for a Javita Membership in six
(6) months from the date of resignation.
In the event of resignation, Members may not
recruit or enroll any other Javita Member or
customer into another direct selling, multilevel
marketing or network marketing business for a
period of one year from the date of the Member’s
resignation from Javita (see “Cross Sponsoring”).
INVOLUNTARY TERMINATION
Javita reserves the right to involuntarily
terminate a Member as a result of Disciplinary
Action (see “Member Compliance and
Disciplinary Action”).
ORDERS, RETURNS AND SHIPPING
MEMBER INITIAL PRODUCT PURCHASE
GUARANTEE
All Javita Members have a 30‐day, 100 percent
satisfaction guarantee on their initial product
purchase. If a Member is dissatisfied with his or
her Javita product, the Member must contact the
company within 30 days of its order to receive a
Return Merchandise Authorization (“RMA”)
number, and Javita will refund the full purchase
price of any initial order less shipping charges
and application fee. Members may not return the
Javita Member Kit. Contact Javita Member
Services for a Return Merchandise Authorization
(RMA). Javita will not accept any returns
without an RMA number.
INVENTORY LOADING/70 PERCENT RULE
The Javita Compensation Plan is based on retail
product sales to customers and the consumption
of products. It is not based on maintaining an
excess product inventory. Purchasing excess
product or inventory loading is prohibited.
Members are strictly prohibited from purchasing
products (or encouraging other Members to
purchase products) solely for the purpose of
qualifying for commissions or bonuses.
In order to ensure that no inventory loading
occurs, each Member at the time of each new
order, certifies that 70 percent of his or her
previous order has been sold or consumed by
end users, and must be able to verify such
certification. Each Member must maintain all
retail receipts for a period of two years and must
furnish them to Javita upon request. If a Member
does not comply with these requirements or if
he or she falsely represents the amount of
products sold or used, the Member is subject to
discipline by Javita, which could lead to the
termination of the person’s Javita Membership
(see “Termination Procedure; Discipline
Action”).
Failure to comply with the 70 Percent Rule will
exempt those products from Javita’s refund
policy (see “Member Returns”). Each Member
acknowledges that Javita is relying on such
certifications in paying Member commissions.
9. [9]
CUSTOMER GUARANTEE
If a Customer is dissatisfied with their product,
Javita will refund the full purchase price of any
order that was placed directly with Javita (less
shipping charges) within 30 days of receipt (see
“Return Merchandise Authorization”). When a
retail sale is made directly from Member to
customer, you are required to provide a Retail
Sales Receipt to the customer. If a retail
customer is dissatisfied with the product, he or
she may return it to you within 30 days of the
sale. It is your responsibility to refund the
purchase price promptly. To obtain a
replacement product from Javita, you must send
Javita a copy of the completed Retail Sales
Receipt and written explanation for the
requested item. Upon receipt, Javita will issue an
RMA number to return the unused portion of the
product to Javita for exchange (see “Return
Merchandise Authorization”).
SALES TAX
Sales taxes are levied by various agencies of
state, county and local governments. Javita
products and sales aids including Member Kits
are subject to sales tax, depending on the
location to which they are shipped. These taxes
are collected by Javita and remitted to the
appropriate agencies. The collection of sales tax
is not a revenue source for Javita. The Javita
business is based on the retail sale of products to
customers; therefore, all sales taxes are based on
suggested retail prices. However, AutoShip
orders are deemed for personal consumption,
and therefore sales taxes are calculated on the
wholesale price.
A Member may elect to collect and remit his or
her own sales taxes by registering with their
state or local sales tax agency. In this instance, a
Member may submit their sales tax license or
exempt certificate to Javita. A current/valid sales
tax exemption will only apply to current and
future orders. It does not get applied
retroactively or to orders shipped to other
individuals/other addresses.
OTHER TAXES
Due to the fact that all Javita Members are
independent contractors, Javita does not deduct
any taxes from commission or bonus checks.
Javita will issue a Form 1099 or equivalent at the
end of each calendar year, which reports all of
the income paid to you by Javita.
SHIPPING POLICY
Products will be shipped after receipt and
payment of an order. Typically, shipments occur
for most orders within 24 hours of the
processing of the order, but are not guaranteed
to be so shipped. If Javita is temporarily out of
stock on ordered merchandise, you will receive a
back‐order notice with your shipment. Back
orders are filled first when new inventory
arrives. Commissionable Volume of back‐
ordered items is credited to the month in which
Javita was authorized to collect payment for the
original order.
ORDERING POLICY
All orders must be placed directly with Javita in
order to receive proper volume credit. To ensure
accuracy and validity of orders, you should
personally place your own orders. No other
person can place an order on your behalf
without your authorization. You assume all
responsibility and liability for orders placed on
your behalf. Additionally, you must personally
pay for your orders with your own credit card,
debit card, money order or check. Failure to
abide by these rules is grounds for disciplinary
action. Javita will accept credit card orders from
Members only for Visa®, MasterCard®,
American Express® and Discover® credit cards,
and only for Visa and MasterCard debit cards.
Any Member found submitting false banking
information with regard to credit card
information will be subject to immediate
termination and forfeit any and all income owed
and in holding at that time.
AUTOSHIP PROGRAM
Javita offers a monthly AutoShip Program for
your convenience. The program’s main benefit is
that you can receive a customized order at a
predetermined time every month.
10. [10]
Payment is automatically deducted from an
authorized credit or debit card.
AutoShip orders are shipped from the 1st to the
15th day of each month. All AutoShip orders
received between the 16th and last day of the
month are moved and shipped on the 15th of
each month thereafter. Javita reserves the right
to process AutoShip orders two days prior to the
scheduled date due to weekends, holidays or
weather‐related events.
It is the responsibility of the Member to ensure
that a valid payment option is on file to process
his or her AutoShip order. Javita is not
responsible for a Member not attaining
qualifications or earnings resulting from
declined or invalid payment options.
Changes to your AutoShip order can be made
online through Javita’s back office. Cancellations
must be processed through Javita Member
Services by calling 1‐855‐JAVITA‐1 (1‐855‐528‐
4821) and must be received no later than five (5)
business days prior to the billing/ship date.
Cancellation of an AutoShip order that qualifies
the Member in the Javita Compensation Plan,
cannot be re‐established for 90 days, and may
result in the potential loss or non‐payment of
payout and bonuses. Javita reserves the right to
process changes and cancellations as necessary.
It is the responsibility of the Member to ensure
changes have been made.
SHIPPING RATES
Current shipping and handling rates can be
found on the Javita website or by contacting
Javita Member Services. Javita reserves the right
to change shipping rates at any time, with or
without notice.
BACKORDERS
Javita operates in a manner to avoid being out of
inventory, but there may be instances when
inventory is out of stock creating a “backorder”
situation. When this occurs, Javita will not
charge a Member’s credit card until a backorder
is shipped unless the Member or Javita desires
credit for the commission period. Items that are
on backorder will be shipped as soon as
inventory becomes available.
MEMBER RETURNS (NONINITIAL
PURCHASE)
After the initial purchase, a Member may only
return products from future orders after
voluntarily resigning from the company (see
“Voluntary Resignation”). Members may return
“resalable,” unused products with current labels
and intact seals in good condition. This product
must be shipped back (prepaid) to Javita. The
Member will be refunded 90 percent of the net
cost of the product (shipping and handling
charges are non‐refundable), less any
compensation previously credited to the
Member for purchasing the inventory returned.
Additionally, Javita will deduct commissions paid
to the upline that are no longer deemed
collectible. Refunds will not occur on any
inventory certified as being “sold” under the 70
Percent Rule required for Member orders (see
“70 Percent Rule”). Opened products, partial
product packs, Member Kits and their
components, discontinued or opened sales tools,
products purchased from other Members, and
products not purchased from Javita are not
refundable. Any compensation paid to the
Member’s upline will be deducted in the form of
an adjustment to the next commission payout.
Javita will not honor product refund requests
made after 30 days of Member receipt of any
given order. Requests to refund multiple
AutoShip orders for previous months will not be
honored by Javita.
A returned order that was used to make a rank
for a Member will result in the Member’s loss of
rank and any commissions earned for the
relevant commission period in which the order
was commissioned. Refund amounts from the
returned order will reflect any outstanding
adjustments.
RETURN MERCHANDISE AUTHORIZATION
Any product being returned to Javita must
include an RMA number issued by a Javita
Member Services Representative. The RMA
number issued will be valid for 10 business days.
Members or customers that receive an RMA
number must ship the approved products back
within 10 business days to Javita.
11. [11]
Products not shipped back within 10 business
days will not be honored and will be refused by
Javita. Only authorized returns that bear the
appropriate RMA number will be honored. Javita
will not honor or be responsible for any
unauthorized return. Any and all shipping or
courier costs for the return of products are the
sole responsibility of the Member. It is
recommended that a reliable, traceable, and
insurable courier be used for shipping. Should
the package contain damaged product (therefore
rendering them non‐resalable) or otherwise
include non‐resalable product the Distribution
Center will reject the return. Refusal to accept
shipment or returning multiple orders is not
considered an acceptable form of return and will
result in a Member’s termination.
When the above procedure has been completed
and the return has been verified, a refund for the
purchase will be issued in the original form of
payment within 30 days. Please call Javita
Member Services at 1‐855‐JAVITA‐1 (1‐855‐528‐
4821) for more information.
P
MEMBER ADVERTISING AND
PROMOTION
USE OF COMPANY NAMES, TRADEMARKS
AND LOGOS
Javita employee names, trade names, Member
lists and information, trademarks (registered
and unregistered), service marks (registered and
unregistered), indicia, domain names, uniform
resource locators, e‐mail addresses, trade dress
and logos are proprietary and may not be used
in any manner by any Member, including in the
reproduction of literature (partial or whole) or
in any advertisement, except as otherwise
permitted herein. The trademarks, trade names,
service marks, indicia, trade dress and logos
(collectively the “Marks”) of Javita and its
products may only be used in retail product
advertising. Advertisements to attract Members
and the Javita business opportunity may be run
with or without (“blind”) reference to Javita,
Javita product names or use of the Javita Marks
alone is strictly prohibited. Javita strictly
prohibits the use of its Marks or any statements
with respect to Javita’s business, products or
operations in any financing activity by a Javita
Member. Javita does not approve or condone any
such financing activities and any violation of this
policy could lead to the termination of your
Javita Membership.
GENERAL ADVERTISING
Javita encourages advertising and promotion as
a viable method for you to build your business.
However, strict guidelines are necessary to
maintain an ethical marketing effort. Therefore,
these guidelines are a part of the agreement
between Javita and its Members. As a Javita
Member, you are an independent contractor and
shall not represent yourself as a Javita employee
or agent. Further, you can in no way state or
otherwise imply that you, or any new Member,
will be employed by Javita. Corporate approved
audiocassettes, videos and phone message
recordings must identify you as a Member at the
beginning of the message. For further details on
advertising and promotion, contact Javita
Member Services at 1‐855‐JAVITA‐1 (1‐855‐528‐
4821).
PROMOTION
Members can promote their Javita business in
any legal and ethical manner, without
misrepresenting Javita, its products, company or
business. Members may not make unapproved
health claims regarding Javita’s products, or
make false financial claims about the Javita
business opportunity. No reproduction of Javita
literature or Marks, in part or whole, is allowed.
Reproduction of Javita literature and/or Marks,
including, without limitation product labels is a
violation of federal law; only original materials
as furnished by Javita may be used. All Javita
literature is copyrighted, owned by Javita and
cannot be duplicated in any form. This
restriction includes but is not limited to
photocopies, graphic reproductions, translated
verbiage, corporate/product photos and copy
taken in part and/or out of context. Members
cannot state or imply that Javita approves or
endorses any privately produced motivational
literature or training materials used within your
organization.
12. [12]
Members can promote Javita products, with the
condition that the products are not shown or
displayed with any other products that are sold
through the network marketing distribution
channel.
MEMBER ADVERTISING
Any use of print, Internet, radio or other form of
advertisement must indicate that you are a
“Javita Independent Member.” This includes
business cards, post cards, flyers, etc. Javita has
an approved Independent Member logo that is
available for use. To request a copy of Javita’s
Independent Member logo, contact the Javita
Member Services at 1‐855‐JAVITA‐1 (1‐855‐528‐
4821). In addition, many of Javita’s third‐party
vendors use this logo in their pre‐approved
marketing materials. Questions about third‐
party vendors or inquiries should be directed to
compliance@javitamail.com.
Javita hereby grants to Members a limited,
revocable, and non‐exclusive license to use the
Javita Independent Member logo and provided
to Members by Javita solely for the advertising
and marketing purposes set forth herein. All
such use of the Marks Independent Member logo
shall be in accordance with Javita’s trademark
usage guidelines, as same are established from
time to time. All such use of the Marks and
Independent Member logo shall be pre‐approved
in writing. In the event that Javita gives a
Member notice of any use of Marks or
Independent Member logo that is not in
compliance with Javita’s policies regarding the
Marks or Independent Member logo, as
applicable, Member will promptly revise or
immediately cease the non‐complying use.
Member shall not modify or change its uses of
the Marks or Independent Member logo without
the prior written consent of Javita. Member
acknowledges and agrees that Javita is the sole
and exclusive owner of the Marks and
Independent Member logo. Member shall have
no right, title or interest in Javita’s Marks or
Independent Member logo at any time, and any
goodwill associated with the Marks and
Independent Member logo shall inure solely to
Javita at the time that such goodwill is created.
Member recognizes the validity of Javita’s Marks
and Independent Member logo and Javita’s
ownership of and right, title, and interest in and
to the Marks and Independent Member logo, and
hereby covenants not to do anything to
adversely affect such right, title, or interest
during the term of Membership or thereafter.
Member covenants neither to attempt to
register, nor to claim any ownership or rights to
register Javita’s Marks or Independent Member
logo, any name or mark incorporating any
component of Javita’s Marks or Independent
Member logo, or a name or mark which is
confusingly similar to or a colorable imitation of
Javita’s Marks or Independent Member logo.
Member hereby acknowledges and recognizes
the value of Javita’s goodwill in its Marks and
Independent Member logo.
PUBLIC ADVERTISING MEDIA;
INTERNET
The use of public advertising media to advertise
Javita products or the Javita business
opportunity is restricted. Restricted public
advertising media are any television network or
cable broadcast, radio or other electronic media,
billboards, bus stop or park benches, and
automated telephone solicitation equipment.
Additionally, unapproved or unauthorized
Internet or any other online services as well as
spamming and the use of unauthorized and/or
unapproved radio promotions or broadcasts of
any sort are strictly prohibited.
PRICE ADVERTISING/PROMOTION
All advertising of Javita products, through any
media, must promote the suggested retail price
of the products. Any promotion for less than
suggested retail is prohibited. This type of
activity is inconsistent with the network
marketing/direct sales philosophy. In addition,
no special enticement, incentive or promotions
associated with the sale of Javita products is
allowed. This includes but is not limited to free
shipping, free membership, etc.
13. [13]
APPROVAL
At the request of the Member, Javita may review
advertisements created by the Member solely for
compliance with Javita’s Policies & Procedures,
however, Javita will not approve Member
advertisements. Only Javita‐issued materials
reflect the position of Javita, including, without
limitation with respect to the uses and benefits
of any product or service. Any advice provided
by Javita regarding advertising should not be
considered approval by Javita. Members are
personally liable for any and all advertising and
media they produce and Javita disclaims all
liability and responsibility for such. All
advertisements, including those of a “blind”
nature, i.e., without use of any corporate
identities; any media, including newspaper ads,
audio cassettes, videos or videotapes, recorded
messages, posters, flyers, promotional items, etc.
are the sole responsibility of the Member.
Member hereby represents and warrants that
any advertising done by Member will comply
with all applicable laws, rule, and regulations.
Members agree to advance, indemnify and hold
Javita harmless from any claims made as a result
of advertising and promotional materials
produced and/or distributed by the Member. If
an advertisement published by a Member
contains noncompliant health and/or income
claims (including, without limitation, as set forth
by the FDA, FTC or DSA), disciplinary action may
be taken against the Member, including
termination of the Membership. Although the
Member is personally responsible for the
content of every advertisement, Javita may take
action when Javita Member or corporate marks,
product names or the Compensation Plan are
listed or when any harm to Javita may result
from the claims as determined by the Company.
ENFORCEMENT
Upon notification of violation of a Javita policy,
Javita will first verify that a violation has actually
occurred. Many times violations are reported by
other Members, and Javita may first verify the
accuracy of the claim. Upon verification of a
violation, Javita may, at its discretion, implement
the following steps:
• A letter and email is sent to the offending
Member informing him or her of the
violation and referencing the specific
Javita Policy that has been violated. This
is generally a “cease and desist” warning
notification, requesting that the violation
be immediately resolved. The letter asks
the Member to respond within 10
business days.
• If no response is received from the first
letter within 10 business days, a second
certified “cease and desist” letter is sent
that informs the Member that he or she
has five (5) business days to respond and
take corrective action. They are also
informed that the next step is
suspension.
• If no action is taken within five (5) days
of your suspension, the Javita
Membership will be terminated.
This process encompasses the steps taken to
resolve certain violations of Javita’s Policies &
Procedures. Javita reserves the right, in its sole
and absolute discretion to take any action it
deems appropriate to enforce these Javita
Policies & Procedures and otherwise protect the
rights of Javita.
Member agrees that if there is a breach or
potential breach of these Javita Policies &
Procedures by Member, Javita will suffer
immeasurable and irreparable harm for which
monetary damages would be an inadequate legal
remedy. Therefore, Member agrees that in
addition to any damages that may be available,
Javita shall be entitled to injunctive relief
without having to post a bond and that the Javita
may, at its option, terminate your Membership
and shall be relieved of its obligations to you.
MEMBER TOOLS AND TRAINING
MATERIALS
Only Members who qualify at the Partner level
for six consecutive months and who are
approved by Javita are eligible to produce and
distribute audio, video and print training
materials to their downline.
14. [14]
These materials may be produced for six months
following the period of consecutive qualification
and must meet the following criteria:
• They must be pre‐approved in writing by
Javita prior to release.
• A hard copy script for all material must
be submitted for approval.
• Audio materials are to be produced for
training purposes only and not for profit.
Therefore the pricing must not be
excessive.
• The cover and/or label must also be
submitted to Javita for approval and
must identify the Partner Member who
has produced the material and clearly
indicate that he/she is a Javita
Independent Member.
• A similar statement is necessary,
approved in advance by Javita, as an
introduction at the beginning of the
audio or video.
MESSAGE CENTER
Javita provides a message center for all Members
to use for receiving e‐mail communications from
the Javita Corporate Office as well as from
Members’ uplines. It is also available for sending
communications to their downlines. The use of
this message center to promote, sell or refer
third‐party products or products for personal
gain (unrelated to Javita) is strictly prohibited. If
such activity is reported or observed, it will
result in immediate action from compliance
including possible termination of your
Membership.
RECORDED MESSAGES
All recorded messages that are referenced in any
form of advertising that include Javita or Javita
products, names, or Marks must be submitted in
written script form to Javita for approval prior to
use. Javita‐approved audiocassettes, videos and
phone message recordings must identify you as a
Member at the beginning of the message.
SOCIAL NETWORKING
All Javita Members agree, acknowledge and
affirmatively accept anything placed (photos,
testimonials, statements, marketing materials,
etc.) on a social networking Website such as
Facebook, Twitter, MySpace, YouTube, Blogger,
Digg, LinkedIn etc. must adhere to the Member
Advertising & Promotion guidelines policy, all
Javita Policies & Procedures, and must comply
with all applicable, laws, rules, regulations, and
the applicable networking Websites’ terms of
use. Testimonials, health/medical claims, income
claims, or disparaging comments, remarks, etc.
are expressly prohibited and will not be
tolerated and may result in a Member’s
termination.
RETAIL OUTLETS
Javita products are prohibited from being sold or
displayed in retail outlets except for businesses
that operate “by appointment only,” such as
beauty salons, tanning salons and doctors’ or
chiropractors’ offices and in private clubs such
as figure salons and health clubs. The following
retail outlets are examples of, but are not
intended to be a complete list of, those retail
outlets that definitely cannot sell Javita products
or display literature: health food stores,
unattended mall kiosks, drugstores, personal
Internet storefronts (not provided by Javita),
online outlets such as auction or barter sites
(including, without limitation e‐Bay) or other
third‐party online retailers. This policy does not
prohibit a retail storeowner from being a
Member, just from displaying or selling Javita
products in a retail environment.
FAIRS AND TRADE SHOWS
You can promote Javita products at fairs and
trade shows as long as Javita products are not
shown or displayed with any other products that
are sold via network marketing. All marketing
materials displayed at the event must be Javita
provided or approved third‐party literature or
approved by Javita, in advance, in writing, and
must clearly identify the individual(s) as Javita
Brand Partners.
15. [15]
MEMBER COMPENSATION
OVERVIEW
Javita’s Member compensation system is
designed for both the part‐time Member as well
as the full‐time business builder. Compensation
is earned based on the promotion and sale of
products, personal consumption and building a
Member organization. Javita’s Compensation
Plan provides two distinct pay periods – weekly
(also known as FastStart) and monthly (also
known as Team Commissions). The Javita
Compensation Plan pays out weekly and
monthly providing the opportunity to be
compensated sixty‐four (64) times a year.
WEEKLY COMPENSATION – FASTSTART
BONUS
The FastStart Bonus allows every Member the
opportunity to earn weekly. When you enroll a
new Member and they purchase product, you
earn a FastStart Bonus on your newly enrolled
Member’s initial order. You also earn a FastStart
Bonus on the initial product purchased by new
Members enrolled by the people you have
personally enrolled.
Each weekly FastStart pay period is based on
orders placed and paid for beginning on Sunday
12:00 a.m. and ending on Saturday 11:59 p.m.
Members wishing to include orders and receive
payment for a particular period outside of
Javita’s hours of operation, may process orders
online though Javita’s website at
www.Javita.com.
MONTHLY COMPENSATION – TEAM
COMMISSIONS AND OTHER BONUSES
The monthly commission pay period is based on
the calendar month. Javita must receive an order
no later than the last day of the calendar month
for it to be included in the commissions for that
month. Members wishing to include orders
outside of Javita’s hours of operation, may
process orders online through Javita’s website
(www.Javita.com). Fax and mail orders must be
received no later than 11:59 p.m. the last
calendar day of the month.
Monthly compensation will be deposited into
Member’s accounts the 18th day of each month
for orders received during the previous month,
barring forces of nature that are beyond Javita’s
control that may cause a delay. If the commission
payment date is a holiday or weekend,
commission will be deposited on the following
business day. Detailed payment information,
called the Earnings Report, for each Member is
only available online in the Member Center.
Should a Member request a hard copy of this
information, a service fee will be assessed.
If a Member believes there is an error in his or
her Earnings Report, the Member must notify
Javita immediately. If such problems are not
presented to Javita in writing within forty‐five
(45) days after the end of the relevant
commission period, the Member waives all
recourse with respect to such alleged error.
PLAN MODIFICATIONS
Javita commits to paying competitive and fair
compensation to its members. Javita is also
committed to protecting the long term viability
of the Javita business opportunity. Therefore,
should compensation expense exceed 50% of
sales, the company, at its sole discretion,
reserves the right to make immediate
modifications to the Javita Compensation Plan.
COMPENSATION PLAN
For more information on Javita’s Compensation
Plan, please visit your Member Center at
www.javita.com.
MEMBER COMPLIANCE AND
DISCIPLINARY ACTION
COMPLIANCE
It is mandatory that all Members strictly comply
with all of Javita’s Policies & Procedures. The
Policies & Procedures have been prepared for
the protection of Javita and its Members.
Because violations by any Member can
jeopardize both Javita’s business and yours, all
violations are considered extremely serious and
can result in termination and the loss of all
Member benefits.
16. [16]
Each Member agrees to advance, indemnify and
hold Javita harmless, its management, directors
and officers, and any of its affiliated companies
from any claim, action or liability asserted
arising out of or relating to the Member’s
actions, omissions or representations in
sponsoring or conducting the Member’s
business, including, without limitation Member’s
independent Javita business (see “Termination
Procedure”).
TERMINATION PROCEDURE;
DISCIPLINARY ACTIONS
In the event Javita verifies a violation of the
Member Agreement, Javita may terminate the
offending Member. The termination procedures
may be as follows:
• Javita will send a written notice of intent to
terminate to the Member. The offending
Member will then have 10 days in which to
present his or her case in writing for review
by Javita. Javita will then make the final
decision about whether to terminate. In the
event of termination, either voluntary or
involuntary, and at Javita’s discretion,
volume for the Member’s downline
organization will roll up to the next eligible
upline Member. Javita may, in its sole
discretion, take other disciplinary actions for
violations of the Member Agreement,
including but not limited to suspension of
the offending Member, denial of
advancement or recognition awards, loss of
rights to one or more commission checks or
imposition of fines.
ARBITRATION
Any and all legal disagreements arising from or
relating to your relationship with Javita shall be
resolved by binding arbitration in accordance
with the existing rules of the American
Arbitration Association and under the laws of
the State of Florida, without regard to its choice
of law principles, and Palm Beach County,
Florida. Any arbitration proceedings will be at
Javita’s corporate headquarters.
The parties expressly submit and consent in
advance to such location for arbitration, and
each party hereby waives any objection that it
may have based upon inconvenience, or the like.
The Member shall bear his or her costs for such
proceedings.
INTERNATIONAL SPONSORING; EXPORT
POLICY
You may not, directly or indirectly, without prior
Javita approval, export any Javita product or
cause any improper business‐building activities,
including advertising “blind” or otherwise, in any
country not declared open by Javita or in which
Javita is operating a Not‐for‐Resale program. You
acknowledge that any violation of these policies
would cause irreparable damage to Javita and
the respective affiliated Javita companies
conducting business in these countries as well as
the ability of Javita to conduct business in other
countries. Violation of these policies could lead
to the termination of your Javita Membership. No
Javita Member, without prior approval from the
Company, can export or sell to others who
export Javita products from the United States or
its possessions or territories to any country.
CONFIDENTIALITY AND NON
DISCLOSURE AGREEMENT
All materials provided to you which are not
publicly known or available to the public at large
including downline reports and all other reports
and genealogical information, including, but not
limited to, downline sales organization
information and commission recap statements,
personal identifiable information such as age,
social security or other identification numbers,
credit card numbers and the like are considered
proprietary and confidential. Some of which are
proprietary to Javita and some of which are
proprietary and confidential to Members. to
Every Member who is provided with such
information must treat it as confidential, and
take care and provide such protections as are
necessary to maintain its secrecy and refrain
from making any use thereof for any purpose
other than the management of his or her
downline sales organization.
17. [17]
As a result of your membership in Javita, you will
have access to Confidential Information which
you acknowledge to be proprietary, highly
sensitive and valuable to Javita’s business, and is
being made available to you solely and
exclusively for purposes of furthering the sale of
Javita products and prospecting, training and
sponsorship of third parties who may desire to
become Javita Members and to further build and
promote your independent Javita business.
DEFINITIONS
“Trade Secret” or “Confidential Information”
shall mean information, including a formula,
pattern, compilation, program, device, method,
technique or process, that:
• Derives independent economic value,
actual or potential, from not being
generally known to other persons who
can obtain economic value from its
disclosure or use.
• Is the subject of efforts that are
reasonable under the circumstances to
maintain its secrecy.
CONFIDENTIAL INFORMATION
• Whenever Javita makes available to the
Member Confidential Information, it shall
be for the sole purpose of conducting
Javita business.
• The Member database represents
intellectual property of Javita. Any
attempt to sell to the Members of the
database without the express written
consent of Javita is forbidden. Violation is
subject to immediate termination.
• You shall not use, disclose, duplicate or
otherwise make any Confidential
Information available to anyone other
than Javita Members, without the prior
written consent of Javita.
• You shall not directly or indirectly use,
capitalize upon or exploit any
Confidential Information for your own
benefit, or for the benefit of anyone else,
other than for the purpose of conducting
your business for Javita.
• You shall maintain the confidentiality
and security of the Confidential
Information in its possession and to
protect against disclosure, misuse,
misappropriation or any other action
inconsistent with Javita's rights.
FURTHER RESTRICTIVE COVENANTS
In consideration to Javita for the receipt of
Confidential Information, you further agree that
for the term of your Membership, you shall not
take or encourage any action, the purpose or
effect of which would be to circumvent, breach,
interfere with or diminish the value or benefit of
Javita‘s contractual relationships with any Javita
Member. Without limiting the generality of the
foregoing, for the term of your Membership, you
agree not to directly or indirectly, contact, solicit,
persuade, enroll, sponsor or accept any Javita
Member, Javita Customer or anyone who has
been a Javita Member or Customer for the last
six months, into, or to encourage any such
person in any way to promote opportunities in
marketing programs of any direct sales company
other than Javita. Furthermore, during the term
of your Membership, you are prohibited from
appearing in, being referenced in, or allowing
your name or likeness to be featured or
referenced in any promotional, recruiting or
solicitation materials or activities for any direct
sales company, except Javita.
In addition, any action taken by a Member while
building his or her organization that is found to
be detrimental to Javita will be subject to
disciplinary action, up to and including
suspension and/or termination of their
Membership. This type of action includes, but is
not limited to, manipulative building of super
nodes and placement manipulation.
TERMS
The obligations of confidentiality contained in
the “Confidentiality Information” section of these
procedures shall remain forever and in
perpetuity. The obligations contained in the
“Further Restrictive Covenants” section of these
procedures shall remain in full force and effect
during the term of the previously executed
Membership Agreement between Javita and you,
and thereafter until one (1) year after the
18. [18]
expiration and termination of such Membership
Agreement.
RETURN OF INFORMATION
Upon termination of the Membership Agreement
between Javita and you, you shall return all
copies of the Confidential Information in the
your possession or control. Upon request by
Javita, you shall certify to Javita, by sworn
affidavit that you have returned all copies of the
Confidential Information in your possession or
control and that no other copies of the
Confidential Information exist in your
possession or control.
BREACH AND REMEDIES OF
MISAPPROPRIATING INFORMATION
You acknowledge that Javita would suffer
irreparable harm as a result of any unauthorized
disclosure or use of the Confidential Information,
and that monetary damages are insufficient to
compensate Javita for such harm. Therefore, if
you are in breach of these Policies & Procedures,
notwithstanding the parties’ agreement to
arbitrate, Javita is entitled to an injunction or
temporary restraining order, without notice to
you, restraining any unauthorized disclosure or
use of the Confidential Information in addition to
any other available remedy, including damages.
In any such action, if Javita prevails, you agree
you are to reimburse Javita for its costs and
reasonable attorneys’ fees incurred in
connection with taking the legal action.
ADDITIONAL POLICIES
AMENDMENTS
Javita specifically reserves the right to make any
amendments or adjustments from time to time
that it deems necessary with respect to its
Policies & Procedures, Compensation Plan
and/or product pricing. Any such changes shall
be incorporated as part of the Member
Agreement between Javita and its Members
effective upon notification in official Javita
materials or published online through Javita’s
website. The acceptance of your Javita
Membership, the annual renewal of your
Membership and/or your acceptance of Member
Compensation constitutes acceptance of the
Company’s Policies & Procedures any and all
amendments.
NONWAIVER PROVISION
Javita reserves the right to waive any provision
of these policies. However, failure of Javita to
exercise any rights in its Policies and
Procedures, Member Agreement or
Compensation Plan shall not constitute a waiver
of Javita's right to demand compliance
therewith. Waiver of any requirement may only
occur by express written waiver executed by an
authorized officer of Javita. Any such waiver
shall not constitute or operate as a waiver of any
prior or subsequent breach of that term or any
other terms or conditions.
NONDISPARAGEMENT
During the term of a Javita Member’s Agreement
and for a period of twelve (12) calendar months
following the termination of such Agreement for
any reason, a Javita Member shall not disparage
other Javita Members, Javita’s products, services,
Compensation Plan, or Javita’s employees or
officers to other Javita Members or third parties.
“Disparage” shall mean making statements,
whether true or false, that: (1) discredit or
detract from the reputation of Javita, its
products, services, Compensation Plan,
employees or Javita Members; or (2) that
present any of the foregoing in a negative light.
Any questions, suggestion or comments
regarding these issues should be directed in
writing to Javita’s Corporate Offices only.
INDEMNITY AGREEMENT
In the conduct of a Javita Member’s business,
each Member shall refrain from all conduct that
might be illegal, or harmful to the reputation of
Javita or its products, including but not limited
to, conduct inconsistent with the public interest,
that is discourteous, deceptive, misleading,
unethical or immoral or any action that
constitute such Member’s breach of any of the
terms of these Policies & Procedures and/or the
Member Agreement.
19. [19]
Each Member shall:
• Hold harmless, advance, and indemnify
Javita for any claims, damages or
liabilities arising out of a Member's
business practices, including such
Member's breach of any terms of these
Policies & Procedures, and the Member
Agreement. This indemnity specifically
includes any attorneys’ fees incurred by
Javita as a result of the foregoing; and
• Specifically authorize Javita to offset any
such claims, costs, expenses, legal fees,
damages or liabilities against any and all
commissions payable to such Members.
Members found to be engaged in
unethical, deceptive or misleading
practices can be subject to disciplinary
action up to and including termination of
their Membership.
Member will advance, indemnify, defend (with
counsel of Javita’s choice) and hold harmless
Javita and its affiliates and subsidiaries, and each
of its and their respective employees, officers,
directors, agents, successors and assigns from
and against any and all third party claims,
demands, actions, suits, losses, liabilities,
damages (including taxes), and all related costs
and expenses, including without limitation
reasonable attorneys’ fees due to, arising from or
relating to (i) Member’s breach of one of its
obligations, representations, warranties or
covenants set forth in the Agreement and/or
these Policies & Procedures; (ii) the negligent,
willful or reckless act or omission of Member; or
(iii) death, personal injury, bodily injury or
property damage caused by Member.
POLICIES & PROVISIONS SEVERABLE
If any provision of these Policies, in its current
form or as may be amended, is found to be
invalid, or unenforceable for any reason, only the
invalid portion(s) of the provision shall be
severed and the remaining terms and provisions
shall remain in full force and effect and shall be
construed as if such invalid, or unenforceable
provision never compromised a part of these
Policies & Procedures.
ENTIRE AGREEMENT
The Member Agreement and Policies &
Procedures constitutes the entire agreement
between the Member and Javita, and no other
promises, offers, representations, agreements or
understandings of any kind shall be binding on
Javita, unless made in writing and signed by an
authorized officer of Javita.
The Member must agree to comply with all
federal, state and local laws relating to his or her
business and not engage in any unlawful or
illegal trade practice or business activity. These
Policies & Procedures govern the way a Member
does business with Javita, other Members and
retail customers. Together with the Javita
Compensation Plan and the Member Agreement,
these Policies & Procedures constitute a
complete contract between Members and Javita.
GOVERNING LAW
These Policies & Procedures as well as the
Member Agreement as well as any and all
disputes arising from or relating to either shall
be governed by the laws of the state of Florida
and Palm Beach County, without regard to their
choice of law provisions, with venue for such
disputes lying exclusively in Palm Beach County,
Florida.
AUDIT
Javita may, at its own expense, use internal
resources or direct an independent certified
public accounting firm to inspect and audit those
books and records of Member that are relevant
to its performance under the Agreement and
these Javita Policies & Procedures upon a
mutually agreeable date and time, provided,
however, that any such inspection and audit will
be conducted no more than twice in any
calendar year, during regular business hours,
and in such a manner as not to interfere with
normal business activities, and provided further
that such independent accountant agrees to
maintain the confidentiality of such books and
records.
20. [20]
LIMITATION OF LIABILITY
Javita’s total liability relating to the Agreement
and these Policies & Procedures shall in no event
exceed the compensation paid to the applicable
Member during the previous 12 months and
shall in no event, include any consequential,
special, punitive, indirect or incidental damages,
including, but not limited to any damages
resulting from loss of use or profits arising out of
or in connection with the Agreement or these
Policies & Procedures, whether in an action
based on contract, tort (including negligence)
or any theory, even if Javita has been advised of
the possibility of such damages. You understand
that the entire agreement between Javita and its
Members is embodied in the Polices &
Procedures and the Agreement. Any and all oral
statements, representations, agreements or
warranties are memorialized in the Agreement
and these Policies and Procedures.
SURVIVAL
If any provision of the Agreement and/or these
Policies & Procedures is held to be
unenforceable, invalid or void to any extent for
any reason, the remaining provisions of the
Agreement and/or these Policies & Procedures
shall remain in full force and effect, and such
void, invalid or unenforceable provision shall be
deemed of no force or effect; provided, however,
that any court or arbitrator declaring such
provisions to be void, invalid or unenforceable
shall have the authority to modify such provision
only insofar as is necessary to remedy the defect
giving rise to the unenforceability of such
provisions, with such modification to reflect as
closely as possible the parties' intent as reflected
by the terms of the Agreement and/or these
Policies & Procedures.
DISCLAIMER OF WARRANTY
You expressly understand and agree that, to the
maximum extent permitted by application law
the materials and the entry of the Agreement
and these Policies & Procedures are provided by
Javita “As Is,” without warranty or
representation of any kind, express or implied,
statutory or otherwise, including implied
warranties of title, non‐infringement,
merchantability, or fitness for a particular
purpose, good faith and fair dealing.
Without limiting the foregoing, Javita makes no
warranty that Members will reach any
compensation levels, will make a profit, or
achieve any sales levels. No advice or
information, whether oral or written, obtained
by you from Javita or through or from use of any
Javita website shall create any warranty not
expressly sated herein.
Some jurisdictions do not allow the exclusion of
certain warranties, the limitation or exclusion of
implied warranties, or limitations on how long
an implied warranty may last, so the above
limitations may not apply to you.