You are on Felice Cafe's website!
Get in touch:

POLICIES & PROCEDURES

Felice Cafe, LCC (“FC”) is a direct sales company dedicated to providing quality products and services promoted through your home-based business. We pride ourselves on our integrity in dealing with our independent contractors called Café Connectors (CC) and customers will continue to do so. We provide a compensation plan based on sales of our products to end-users and those of you who wish to help us promote and sell our products can be rewarded under that plan. FC does not require, nor do we tolerate “inventory loading” and you will never be forced to make large purchases. All Independent Distributors or Cafe Connectors (CC’s) as we refer to them, must agree to conduct themselves with the utmost honesty and integrity in the promotion of their independent FC membership. This includes abiding by the terms and conditions of the Independent Distributor Agreement, the Policies and Procedures listed below and fulfilling the requirements and qualifications of the Compensation Plan as they exist now and as they may be amended from time to time.


TABLE OF CONTENTS

Section 1 – Introduction

    1. Purpose


    2. Conduct


    3. Policies and Procedures Incorporated By Reference


    4. Amendments, Revisions and Changes


    5. Delays


    6. Severability


    7. Waiver


Section 2 – Becoming a FC Cafe Connector

    1. Becoming a Cafe Connector


    2. Remaining a Cafe Connector


Section 3 – Operating a Felice Cafe Distributorship

    1. Independent Contractor Status


    2. Enrollment

    3. Business Entities


    4. Minors


    5. Limitations on Distributorships per Household


    6. Actions of Household Members or Affiliated Individuals


    7. Addition of Co-Applicant


    8. Roll Up


    9. Sale, Transfer or Assignment


    10. Separation Due to Divorce or Dissolution


    11. Succession


    12. Expenses


Section 4 – Responsibilities of a Cafe Connector

    1. Maintain Accurate Information With FC


    2. Maintain Communication With Downline


    3. Non-Disparagement


    4. Reporting Policy Violations


    5. Company Status


    6. Personal Information


    7. Confidential Information


Section 5 – Conflicts of Interest

    1. Participation In Other Direct Sales Companies


    2. Non-solicitation


    3. Targeting Other Direct Sellers


    4. Cross-Sponsoring


    5. Bonus Buying and Stacking


Section 6 Communication and Confidentiality Within FC

    1. Downline Activity (Genealogy Reports)


    2. Communication Opt-in


    3. CC Media and Likeness Use Consent and Release


Section 7 – Advertising and Promotion

    1. General


    2. Trademarks and Copyrighted Material


    3. Identification as Cafe Connector


    4. CC Websites


    5. E-Mail or Electronic Advertising


    6. Online or Other Classified Ads

    7. Online Auction Sites


    8. Online Retailing


    9. Banner Advertising


    10. “Spam Linking”


    11. Digital Media Submission


    12. Product Claims


    13. Income Claims


    14. Product Pricing


    15. Re-Packaging


    16. Use of Celebrity Name or Likeness


    17. Scientific Advisory Board and Other Consultants


    18. International Marketing


    19. “Pre-Market” International Marketing


    20. Telemarketing


    21. Spam


    22. Third Party Intellectual Property


    23. Privacy


    24. Media


    25. Social Media


    26. Other Internet Use


    27. Prohibited Advertising or Promotion


7.27 Not-For-Resale (or NFR Jurisdictions) 7.28 Negative Online Posts


7.29 Implied Approval or Endorsement


Section 8 – Sales

8.1 Commercial Outlets 8.2 Trade Shows and Exhibitions 8.3 Inventory


Section 9 – Bonuses and Commissions

    1. Qualifications


    2. Check Processing


    3. Replacement Checks


    4. Adjustments and Claw backs


    5. Unclaimed Commissions


    6. Incentive Trips and Awards


    7. “70 Percent Rule”


    8. Preferred Customer Rule

Section 10 – Product Ordering

    1. Purchasing Product


    2. General Ordering Policies


    3. Shipping and Back Orders


    4. Shipment Confirmation


    5. Customer Payment 10.6 Insufficient Funds


    1. Third Party Credit Card Use


    2. Sales Tax


Section 11 – Product Returns

    1. Product Guarantee


    2. Inventory Repurchase

    3. Exceptions


Section 12 – General

    1. Identification


    2. Income Taxes


    3. Business Pursuits Insurance


    4. Product Liability Coverage


    5. Local Rules, Laws, Ordinances or Regulations


    6. Indemnification


    7. Exclusion of Damages


    8. Errors or Questions


Section 13 – Dispute Resolution and Remedies

    1. CC Disciplinary Action


    2. Change of Sponsor (Enroller)


    3. Change of Placement


    4. Arbitration


    5. No Class or Group Actions, Lawsuits or Arbitration


    6. Injunctive Relief


    7. Attorney’s Fees


    8. Jurisdiction and Venue


    9. Governing Law


    10. Statute of Limitations


Section 14 – Inactivity and Termination

    1. Cancellation/Termination

    2. Non-Renewal


    3. Termination Due to Inactivity


    4. Involuntary Termination


    5. Voluntary Cancellation


Section 15 – Definitions


SECTION 1

Introduction


    1. Purpose

      Felice Cafe, LCC has developed these Policies and Procedures, which may sometimes be referred to as the Connector Manual, to guide its Cafe Connectors (CC’s) in the successful promotion of Felice Cafe products and services. These Policies and Procedures will help provide the following benefits:


      1. Protect the rights of all Cafe Connectors by providing guidelines and a framework within which each Independent CC may work in an ethical, effective and secure manner.

      2. Provide an equal and level playing field of opportunity to all Felice Cafe Independent CC’s. All CC’s will be treated fairly, reasonably and professionally.


      3. Clearly define the relationship between Felice Cafe and its Cafe Connectors.


      4. Inform Cafe Connectors regarding compliance issues and regulatory requirements. Felice Cafe requires that all Cafe Connectors understand and abide by these Policies and Procedures as we work together in promoting the Felice Cafe products and opportunity. Of course, if any CC has any questions with respect to Policies and Procedures, you may contact FC for clarification.


      FC will apply these Policies and Procedures fairly and equitably to all CC’s but understands that there may be certain cases or circum- stances that require special handling or consideration. Any exceptions or extenuating circumstances that may apply will be determined by FC at its sole discretion and will not automatically apply in any other situation or matter unless the applicable policy or procedure is officially modified or amended.


    2. Conduct

      Regardless of the specific policies and procedures stated within, all CC’s will conduct themselves honestly, ethically, morally and professionally with respect to their FC business and all promotion and sales activity. No CC may take any action with respect to FC or that affects FC in any way other than in the fulfillment of their Independent Distributor Agreement. No conduct that negatively impacts FC will be permitted. FC will not tolerate high-pressure sales tactics or the use of any misleading, confusing, false or exaggerated statements or claims with respect to FC or FC products and services.


    3. Policies and Procedures Incorporated By Reference

      These Policies and Procedures, in their present form and as amended from time to time at the sole discretion of Felice Cafe, LCC (“Felice Cafe®” or the “Company” or “FC”), are incorporated into, and form an integral part of, the Felice Cafe Independent Distributor Agreement. Throughout these Policies and Procedures, when the term “Agreement” is used, it collectively refers to the Felice Cafe In- dependent Distributor Agreement and its Terms and Conditions, these Policies and Procedures and the Felice Cafe Compensation Plan. These documents are incorporated by reference into the Felice Cafe Independent Distributor Agreement. It is the responsibility of each Cafe Connector to read, understand, adhere to and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures. When enrolling a new Cafe Connector, it is the responsibility of the Enroller (as further defined below) to provide the most current version of these Policies and Procedures and the Felice Cafe Compensation Plan (which can be done by directing the applicant to the FC website) to the applicant prior to his or her execution of the Independent Distributor Agreement.


    4. Amendments, Revisions and Changes

      In order to ensure that FC is always in compliance with applicable federal, state and/or local laws, as well as being able to adapt to changing or evolving business environments and markets, FC reserves the right, in its sole discretion, to amend, revise or change the CC Agreement (including, without limitation, the Independent Distributor Agreement, Terms and Conditions, Policies and Procedures and the Compensation Plan) and its prices and product offering. FC will notify CCs by posting any amendments, revisions or changes on the FC corporate website. The most current and controlling version will always be posted on www.FeliceCafe.com or another applicable website as noticed. It is the responsibility of all CC’s to regularly review the company website as well as stay current on all notices given through the various communications between FC and CC’s. An CC’s continued use of any FC- related website, product or service, the conduct of any FC related business or the acceptance of any compensation under the Compensation Plan will indicate acceptance of any published amendments, revisions or changes. An CC not wishing to be bound by such amendments, revisions or changes must resign and will not be able to conduct any FC business.


    5. Delays

      FC shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, acts of Providence, severe weather, riot, war, fire, death, curtailment, reduction, limitation or unavailability of a source of supply, or government decrees or orders.


    6. Severability

      If any provision of the Agreement or these Policies and Procedures, in its current form or as may be amended, is found to be invalid or unenforceable for any reason, only the invalid or the unenforceable portion of the provision shall be severed and only in the applicable jurisdiction that requires it. The remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid or unenforceable provision never comprised a part of the Agreement or these Policies and Procedures.


    7. Waiver

FC reserves the right to demand compliance with all terms and conditions under the Agreement and/or these Policies and Procedures at any time. No failure of FC to exercise any right or power under the Agreement or to insist upon strict compliance by a CC with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of FC’s right to demand exact compliance with the Agreement. Waiver by Felice Cafe can be affected only in writing by an authorized officer of the Company. Felice Cafe waiver of any particular breach by a Cafe Connector shall not affect or impair Total Life Change’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Cafe Connector. Nor shall any delay or omission by Felice Cafe to exercise any right arising from a breach affect or impair Felice Cafe rights as to that or any subsequent breach. The allegation or existence of any claim or cause of action of an Cafe Connector against Felice Cafe shall not constitute a defense to Felice Cafe enforcement of any term or provision of the Agreement.


SECTION 2


BECOMING A CAFE CONNECTOR


    1. Becoming a FC Cafe Connector

      To become an independent FC Cafe Connector, you must be a minimum of 18 years of age or the legal age of majority in the state, country or jurisdiction you reside in, whichever is higher, and you must be legally capable of entering into a contract. You must be legally entitled to earn income in the United States or in the appropriate country or jurisdiction you intend to do business in as we expand internationally. You must submit a valid, complete and accurate Independent Distributor Agreement, whether online or in paper form, to FC and that application must be accepted by FC, at our sole discretion. All information requested, including a valid social security number or tax ID number where applicable must be provided. You may not have a financial interest in more than one distributorship or Cafe Connector ac- count. A husband and wife are only permitted to have one distributorship between them unless they follow the procedure for a husband and wife to have separate distributorships as explained in these Policies and Procedures. A validly formed business entity may become an CC, provided it can submit valid documentation as may be requested by FC. An individual may not participate in multiple distributorships through the use of business entities. No “ghost” distributorships (false distributorships set up to maintain a position in the genealogy) are permitted.


    2. Remaining a FC Cafe Connector

In order to remain a FC CC in good standing, you must abide by all terms and conditions, policies and procedures, rules, regulations, requirements and/or qualifications that exist now or as may be modified from time to time. This includes complying with the renewal policy as may exist at the end of your applicable distributorship term. The initial distributorship term will be for a period of one year. You must only conduct FC business in jurisdictions where we are legally permitted to conduct business. Further, you must comply with any laws, codes, rules, regulations and/or statutes that may be in effect in any jurisdiction you reside in or do business in. Your conduct or the conduct of anyone acting for or on your behalf may not discredit or bring any harm to FC or any associated person or entity. Under no circumstances may any FC CC bad-mouth, disparage or discredit FC, its products and services, any associated entities or people, any owners, directors, employees, agents or independent distributors. Any distributorship found to exist for reasons detrimental to FC or the compensation plan, including, but not limited to “stacking” or manipulating the compensation plan, may be suspended or terminated at FC’s sole discretion.


SECTION 3

Operating a Felice Café Distributorship


    1. Independent Contractor Status

      All FC CC’s, regardless of rank or level within the compensation plan, are independent contractors. There are no franchises, exclusive territories, exclusive distributorships, partnerships, joint ventures or strategic alliances created between any FC CC and FC. All CC’s will have an equal opportunity to build their independent business, based on work ethic, hours put into promoting your business, dedication to building your business, etc. Each independent distributor shall be responsible for paying any and all local, state or federal taxes or fees, including, but not limited to, income taxes, social security, and self-employment taxes. FC CC’s are not entitled to employee benefits from FC, including, but not limited to, unemployment benefits, worker’s compensation or minimum wage. All FC CC’s are responsible for their own fees, costs, expenses, supplies, tools or whatever is required, used or needed in building and promoting their business. No CC may bind FC or any associated person or entity into any contract or agreement, nor may any CC imply that they are acting for or on behalf of the corporate entity. Further, no CC may contact any media, seek out media coverage or appear on or in any media for or on behalf of FC unless requested by FC or approved by FC in writing. All CC’s must properly identify themselves as independent contractors when conducting business. Any conduct or behavior that in any way implies a corporate relationship or is confusing or misleading as to an CC’s independent contractor status is prohibited.


    2. Enrollment

      All new FC CC’s must be referred or enrolled by an existing FC Café Connector or Felice Café Customer and that personal enrollment must be noted during the enrollment process, whether submitted online or otherwise. It is each CC’s or Customers responsibility to ensure that they indicate the proper enroller when signing up and to ensure that new CC’s that they sign up indicate the proper enroller. If there is a problem with the enroller, it is the CC’s & Customers responsibility to immediately notify FC. We pride ourselves on our integrity and the integrity of our compensation plan. In the event of a dispute over who is the enroller of a new distributor, FC will make its reasonable and best effort to determine who the actual enroller should be, based on facts gathered. The final decision as to personal enrollment shall be at the sole discretion of FC.


    3. Business Entities

      A corporation, limited liability company, partnership, trust, or local equivalent (collectively referred to in this section as a “Business Entity”) may apply to be a FC Cafe Connector by submitting a copy of the organizational documents to FC. If a Cafe Connector has enrolled online, all required documents and registration form must be submitted to Felice Cafe within thirty (30) days of the online enrollment. If the required documents are not received within the 30-day period, the Cafe Connector Application and Agreement shall automatically terminate. All members, partners, shareholders or stakeholders of the relevant Business Entity are jointly and severally liable for any indebtedness, liability or other obligation to FC. An entity cannot have more than one distributorship or financial interest in another distributorship nor can an individual have any interest in multiple distributorships whether individually or as part of an entity. An individual or entity may only have a second and third position if earned as multiple “Business Centers” as described in the Felice Cafe Compensation Plan. Individuals or entities may only register as CC’s using legal names. An CC cannot be signed up or registered with a fictitious business name.


    4. Minors

      Under no circumstances may anyone under the age of 18, or who is considered a minor in any applicable jurisdiction become a FC CC. There are no exceptions and parents may not co-sign or operate on behalf of a minor. No existing CC should attempt to enroll or sponsor a minor as a FC CC.


    5. Limitations on Distributorships Per Household

      An CC may only operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, member, owner or beneficiary in one FC distributorship. So as to avoid any manipulation within the compensation plan, married couples or com- mon-law couples (collectively “Spouse(s)”) who wish to become separate FC CCs must sign a separate Independent Distributor Application and Agreement and must have the same enroller. One spouse cannot enroll or sponsor the other spouse. A spouse may be “placed” under their spouse’s Cafe Connector account as long as they have the same Enroller. An additional family member, not a spouse, residing in the same household and otherwise eligible to become an CC may become any CC under the enroller of his/her choice, as long as there is no intent to manipulate the compensation plan.


    6. Actions of Household Members or Affiliated Individuals

      If any member of an CC’s immediate household engages in any activity which, if performed by the CC, would violate any provision of the Agreement, such activity will be deemed a violation by the CC and FC may take disciplinary action pursuant to the Agreement against the CC. Similarly, if any individual associated in any way with a Business Entity (collectively “Affiliated Individual”) violates the Agreement, such action(s) will be deemed a violation by the entity, and Felice Cafe may take disciplinary action against the Business Entity.

    7. Addition of Co-Applicant

      When adding a co-applicant (either an individual or a Business Entity) to an existing FC distributorship, FC requires a written request, as well as a properly completed Cafe Connector Application and Agreement containing the applicant and co-applicant’s Social Security Numbers and signatures. To prevent the circumvention of Section 3.9 (regarding transfers and assignments of a Felice Cafe distributor account the original applicant must remain as the main party to the original Independent Distributor Application and Agreement. If the original In- dependent Cafe Connector wants to terminate his or her relationship with the Company, he or she must transfer or assign his or her distributor account in accordance with Section 3.9. If this process is not followed, the Cafe Connector may be canceled by Felice Cafe upon the withdrawal of the original distributor account. All bonus and commission checks will be sent to the address of record of the original Cafe Connector. Please note that the modifications permitted within the scope of this Section do not include a change of Enroller or Placement Sponsor. There is a processing fee for each change requested, which must be included with the written request and the completed Independent Distributor Application and Agreement.


    8. Roll-Up

      When a vacancy occurs in a Marketing Organization due to the termination of an CC for any reason, each CC or Preferred Customer in the first level immediately below the terminated Cafe Connector on the date of the Cancellation will be moved to the first level (“Front Line”) of the terminated Cafe Connector’s Placement Sponsor (compresses up one level within the Placement Sponsor tree).


    9. Sale, Transfer or Assignment

      An CC may not sell, transfer or assign his/her independent business without the express written consent of FC at FC’s sole discretion. The sale, transfer or assignment of an CC business may not be utilized under any circumstances to effect a change of sponsorship, manipulate the compensation plan or negatively impact another CC. An existing CC may not purchase another FC independent business. Any person or entity selling, transferring or assigning their independent business, assuming they are otherwise in good standing, must wait a period of twelve(12) months before reapplying to become an Cafe Connector with FC.


    10. Separation Due To Divorce or Dissolution

      Under no circumstances will FC be required to divide, breakup or partially reassign an CC position or its downline due to a divorce between spouses or dissolution of any entity. FC will recognize the CC as it is registered with FC and will pay any earned commissions or bonuses accordingly. FC is under no obligation to take any actions to facilitate such divorce, breakup or dissolution, other than in the normal conduct of FC business under the Agreement. Any split of commissions or bonuses between affected parties will be handled by the parties after receiving the appropriate payment from FC. If the affected parties are unable to effectively conduct FC business or there is any adverse effect to FC or other CC’s, FC reserves the right to involuntarily terminate the CC’s independent business. A spouse or other party who gives up rights to a FC CC independent business as part of a divorce, breakup or dissolution must wait six (6) months before reapplying to become an Cafe Connector with FC.


    11. Succession

      Upon the death or incapacitation of an CC, his/her Independent Distributor account may be passed to his/her heirs. Appropriate legal documentation, such as an original death certificate and notarized copy of a will, trust or other instrument establishing the successor’s rights must be submitted to the FC to ensure the transfer is proper. Accordingly, an Independent Distributor should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a Felice Cafe Connector account is transferred by a will or other testamentary process, the legal successor in interest acquires all rights previously earned or held by the CC but must continue to meet all requirements and qualifications. The successor(s) in interest must: 1) Execute an Independent Distributor Application and Agreement; 2) Comply with terms and provisions of the Agreement; 3) Meet all of the qualifications for the deceased Independent Distributor‘s status; 4) Bonus and commission checks of a Felice Cafe Independent Distributor transferred pursuant to this Section 4.11 will be paid in a single electronic payment jointly to the legal successor(s) in interest. Such successor(s) must provide Felice Cafe with an “address of record” to which all bonus and commission payments will be sent. 5) If the Independent Distributor is bequeathed to multiple legal successors in interest, they must form a Business Entity and acquire a federal taxpayer identification number. Felice Cafe will issue all bonus and commission checks and a Form 1099 as required by the IRS. FC is under no obligation to divide any distributorship among heirs and under no circumstances will FC allow any CC or CC Successor to operate in any way other than as normally prescribed under the Agreement or Policies and Procedures.


    12. Expenses

No CC is required to spend any specific amount in the operation or promotion of his/her independent business. How much may be appropriate for any CC to spend on marketing or any other item related to FC is entirely up to the CC based on his/her given situation. Unless specifically provided for under these Policies and Procedures or through the FC Compensation Plan, no CC is entitled to reimbursement from FC for any general or administrative costs, fees or expenses or any type generated in the conduct of CC with respect to FC or the FC Agreement.

SECTION 4

Responsibilities of a Cafe Connector


    1. Maintain Accurate Information With FC

      All CC’s must immediately notify FC of any changes in the original application information. This includes, but is not limited to, actual address, mailing address, telephone number, e-mail address, etc. This may be done through your back office, in writing or via e-mail. Please allow for up to thirty days for all changes to be fully implemented.


    2. Maintain Communication With Downline

      Any CC who sponsors another CC into FC must perform a bona fide supervisory function to ensure that his or her downline is properly operating his or her FC business. CC’s must have ongoing contact, communication, and management supervision with the CC’s in their Down- line. Examples of such contact and supervision may include but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic or e-mail, and the accompanying of downline CC’s to opportunity meetings, training sessions, and other FC functions. Upline CC’s are also responsible to motivate and train new CC’s in FC product knowledge, effective sales techniques, and the Marketing and Compensation Plan. CC’s must monitor the CC’s in their downlines to ensure they do not make improper product or business claims or engage in any illegal or inappropriate conduct. Upon request, every CC should be able to provide documented evidence to FC of his or her ongoing fulfillment of the responsibilities of a Sponsor.


    3. Non-Disparagement

      FC wants to reasonably provide its CC’s with the best products, compensation plan and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the Customer Support Department. Independent Cafe Connectors should not, however, disparage, demean, or make negative remarks about FC, other FC CC’s or FC directors, officers, employees or other associated individuals or entities, either verbally, written, online or in social media or other forums.


    4. Reporting Policy Violations

      CC’s who become aware of a policy violation by another CC should submit written report of the violation directly to the attention of the FC Compliance Department so a file can be opened and an investigation conducted. Details of the incidents such as dates, number of occurrences, persons involved and any supporting documentation should be included in the report.


    5. Company Status

      No CC may claim or imply that he/she or any other CC has advantages with or special privileges with FC. Nor may any CC imply that they or any other CC is in any way exempt from the same obligations and requirements of every other FC CC.


    6. Personal Information

      Any CC who receives personal information from or about prospective CC’s or customers must take all reasonable steps to maintain its security. You should shred or irreversibly delete the personal information of others once it is no longer required. Personal Information is information that identifies, or permits you to contact, an individual or entity. It includes, but is not limited to a Customer’s, potential Customer’s, CC’s and prospective CC’s name, address, email address, phone number, credit card information, social security or tax identification number and other information associated with these details.

    7. Confidential Information

      “Confidential Information” includes, but is not limited to, the identities, contact information, and/or sales information relating to FC CC’s and/or Customers: (a) that is contained in or derived from any CC’s respective Back-Office; (b) that is derived from any reports issued by FC to CC’s to assist them in operating and managing their FC business; and/or (c) to which an CC would not have access or would not have acquired but for his/her affiliation with FC. Confidential Information constitutes proprietary business trade secrets belonging exclusively to FC and is provided to CC’s in strict confidence, solely for the purpose of promoting FC in accordance with this Agreement. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than for use in fulfilling the Distributor Agreement and in building and managing a FC business. Any violation of this policy shall cause FC irreparable harm for which there is no adequate remedy at law. The parties further agree that the harm to FC should CC disclose confidential information outweighs any harm to the CC in not disclosing that information such that injunctive relief should be granted to FC. FC shall be entitled to immediate and permanent equitable relief to prevent further violations of this policy and shall be able to obtain such relief in a court of law, despite the arbitration clause applying to disputes arising out of breach of the Agreement.

    8. Enrollment, Sponsoring, Placement

CC’s in good standing may enroll (sponsor) and place others into FC as a direct Preferred Customer or CC. A prospective customer or CC has the right to choose his/her sponsor and no CC may pressure, harass, intimidate or force anyone to buy anything or take any action they do not otherwise wish to take. Further, no CC may force or require any prospective or new CC or customer to agree to anything or sign any agreement other than the standard FC Distributor Agreement. No CC may attempt to sell or promote the products or services of any company, including FC, to anyone not personally-enrolled by the CC.


SECTION 5

Conflicts of Interest


    1. Participation in Other Direct Sales Companies

      CC’s or Customers or their family members may participate as Distributors in other direct selling or network marketing or multilevel marketing ventures (collectively “Network Marketing Ventures”). Under no circumstances may any CC or Customer solicit those who they have not personally sponsored. If they do, they may be terminated with their affiliation with Felice Café and forfeit any current or future interest in their organization and commissions and bonuses.


    2. Non-solicitation

      During the term of the Agreement and for a period of twelve(12) months after termination for any reason, an CC shall not engage in any actual or attempted recruitment or enrollment of any FC CC for other network marketing, direct sales or similar ventures, either directly, indirectly or through a third party. This includes, but is not limited to, presenting or assisting in the presentation of another network marketing or direct sales company to any FC CC or Customer, or implicitly or explicitly encouraging any FC CC or Customer to join another or do business with another company.


      1. For a period of twelve(12) months following the termination of an Independent Distributor Agreement for any reason, the former CC is strictly prohibited from recruiting or attempting to recruit any FC CC or Preferred Customer for another network marketing or direct sales venture, other than those originally personally enrolled in FC. By agreeing to the CC Agreement, each CC acknowledges and agrees that FC is trying to protect legitimate business interests by this prohibition and such prohibition is reasonable in its scope and duration.


      2. During the term of the Agreement and for a period of twelve(12) months after its termination or cancellation for any reason, an CC may not: (a) Produce, offer or transfer any literature, tapes, CDs, DVDs or other promotional material of any nature for another net- work marketing or direct sales venture which is used by the CC or any third person to recruit FC CC’s or Preferred Customers for that or any other network marketing venture; (b) Sell, offer to sell, or promote any competing non- FC products or services to FC CC’s or Preferred Customers (any product in the same generic product category as a Felice Cafe product is deemed to be competing (e.g., any nutritional supplement is in the same generic category as Felice Cafe nutritional supplements, and is, therefore, a competing product, regardless of differences in cost, quality, ingredients or nutrient content); (c) Offer FC products or promote the FC Compensation Plan in conjunction with any non-FC products, services, business plan, opportunity or incentive; or (d) Offer any non-FC products, services, business plan, opportunity or incentive at any FC meeting, seminar, launch, convention or other FC function, or immediately following such event.


      3. During the term of the Distributor Agreement and for a period of twelve(12) months after its termination for any reason, CC shall not contact any vendor, consultant, employee or agent of FC for the purpose of starting a direct sales company or for the purpose of assisting or joining any existing direct sales company.


      4. During the term of the CC Agreement and for a period of twelve(12) months after its termination for any reason, CC shall not attempt to copy, manufacture, reverse engineer or produce for sale or distribution any product sold, manufactured by, or produced for FC.


    3. Targeting Other Direct Sellers

      FC does not encourage CC’s to target the sales force of another network marketing or direct sales company to sell FC products or to become FC CC’s, nor does Felice Cafe encourage CC’s to solicit or entice members of the sales force of another direct sales company to violate the terms of their contract with such other company. CC’s will be responsible for their own conduct and FC will not indemnify or defend an CC should another company bring any legal action alleging unethical or inappropriate business conduct.


    4. Cross-Sponsoring

      Actual or attempted cross-sponsoring is strictly prohibited. “Cross-Sponsoring” is defined as the enrollment or attempted enrollment of an individual or entity which already has a current customer account or Independent Distributor Application and Agreement on file with FC, or which has had such an agreement within the preceding twelve (12) calendar months, within a different line of sponsorship. The use of a spouse’s or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, federal ID numbers, or fictitious ID numbers to circumvent this policy or any other provision of the Agreement is strictly prohibited. CC’s shall not demean, discredit or defame other FC CC’s in an attempt to entice another CC to become part of a different CC’s Marketing Organization. If Cross-

      Sponsoring is discovered, it must be brought to FC’s attention immediately. FC may take action against the CC who changed organizations and/ or those CC’s who encouraged or participated in the Cross-Sponsoring. FC may also move all or part of the offending CC’s downline to his or her original Downline organization if the Company deems it equitable and feasible to do so. However, FC is under no obligation to move the Cross-sponsored Cafe Connector’s downline organization, and the ultimate disposition of the organization remains within the sole discretion of FC. CC’s waive any and all claims and causes of action against FC arising from or relating to the disposition of the Cross-sponsored Cafe Connector’s downline organization.


    5. Bonus Buying and Stacking

Bonus Buying and/or CC Stacking is strictly prohibited and will not be tolerated under any conditions or circumstances. “Bonus buying” is manipulating the compensation plan to generate any bonuses and/or commissions for other than a legitimate product sale and includes, but is not limited to: (1) the enrollment of individuals or entities without their knowledge and/or execution of an Independent Distributor Application and Agreement by such individuals or entities; (2) the fraudulent enrollment of an individual or entity as an Cafe Connector or Preferred Customer; (3) the enrollment or attempted enrollment of non-existent individuals or entities as Cafe Connectors or Preferred Customers (4) the use of a credit card by or on behalf of an Cafe Connector or Preferred Customer when the Cafe Connector or Preferred


Customer is not the account holder of such credit card; (5) purchasing Felice Cafe product on behalf of another CC or Customer or under another CC number, or Customer ID to qualify for commissions, bonuses or incentives and/or (6) the creation of any order or volume not the result of a legitimate sale transaction in the normal course of business.


“Stacking” includes: (1) the failure to transmit applications to FC in a timely manner or the holding of a member agreement in excess of (2) business days after its execution. (2) The manipulation of member agreements for the purpose of maximizing compensation pursuant to the Compensation Plan (3) providing financial assistance to members, buying products, or drop shipping through another’s account for the purpose of increasing the payout of your sales organization and/or (4) the placing of orders or volume so as to deprive an upline sponsor of commissions or bonuses they should otherwise be entitled to receive.


SECTION 6


Communication and Confidentiality Within FC


    1. Downline Activity (Genealogy Reports)

      Downline Activity Reports are available for CC access and viewing through the secure CC Back Office. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets and are owned exclusively by FC. FC will not be responsible for any errors, incorrect or missing information that may be included or excluded from any report. Downline Activity Reports are provided to CC’s in strictest confidence and are made available to CC for the sole purpose of assisting CC’s in working with their respective Downline Organizations in the development of their FC business under the CC Agreement. CC’s should use their Downline Activity Reports to assist, motivate and train their Downline CC’s and support their customers. The CC and FC acknowledge and agree that, but for this agreement of confidentiality and nondisclosure, FC would not provide Downline Activity Reports to the CC. A FC CC shall not, on his/her own behalf, or on behalf of any other person or entity:


      1. Directly or indirectly disclose any information contained in any Downline Activity Report to any third party;


      2. Directly or indirectly disclose the password or other access code to his/her Back Office or Downline Activity Report;


      3. Use the information to compete with FC or for any purpose other than promoting his/her FC business;


      4. Recruit or solicit any CC, or Preferred Customer of FC listed on any report, or in any manner attempt to influence or induce any CC or Preferred Customer, to alter their business relationship with FC;

      5. Use or disclose to any person or entity any information contained in any Downline Activity Report. Upon demand by the Company, any current or former CC will return the original and all copies of any Downline Activity Reports to the Company; and

      6. It is a violation of the CC Agreement and these Policies and Procedures for an CC or any third party to access any data via reverse engineering, keystroke monitoring, hacking or by any other means.


    2. Communication Opt-in

      CC’s agree that FC or a party acting on its behalf may contact you by any means available, including, but not limited to a landline or cellular telephone using automated technology (e.g., an auto-dialer or pre-recorded messaging), text messaging or email. You consent and agree to FCs contacting you in this manner at the address, telephone number(s) or email address that you provided or as updated. You understand that your carrier’s standard rates may apply for calls and/or

      text messages. You understand that you may opt-out of receiving text messages at any time by replying “STOP.” You understand that your consent is not a condition of purchase. You consent and agree to the FC Privacy Policy when you agree and submit this CC Agreement.


    3. CC Media and Likeness Use Consent and Release

By submitting the FC Distributor Agreement, you authorize FC to use your name, testimonials, and/or likeness in any FC advertising or promotional materials in any media without remuneration. Additionally, you consent to and authorize the use and reproduction of any photographs taken by or supplied to FC and further consent to the use and reproduction of any quotes, testimonials, stories, conversations on social networking media for any print or electronic publicity, marketing or promotional purposes, without remuneration.


SECTION 7

Advertising and Promotion


    1. General

      Any advertising or promotion must safeguard the good reputation of FC and demonstrate good business practice. Under no circum- stances is it ever permissible to use unprofessional, discourteous, false, deceptive, misleading, unethical or immoral conduct, claims or practices in the promotion of FC and its products. CC’s must take all reasonable care to ensure that any advertising, promotion or postings are professional, grammatically correct and non-offensive. CC’s should only use the sales aids and support materials produced by FC. We have carefully designed our products, product labels, Compensation Plan and promotional materials to ensure that the presentation of each aspect of FC is professional, fair, truthful, substantiated, accurately presented and in compliance with applicable laws or regulations. FC reserves the right, at its discretion, to edit or discontinue previously approved CC materials. Felice Cafe further reserves the right to rescind approval for any sales tools, promotional materials, advertisements or other literature, and CC’s waive all claims for damages or remuneration arising from or relating to such rescission. As these compliance policies are vital to the long-term stability of FC and the preservation of the opportunity for all, these advertising policies will be strictly enforced. Using non-approved material or failing to obtain approval for marketing materials of any kind may result in disciplinary actions set forth including, without limitation, the following:


      1. The formal warning letter and/or probation;


      2. Suspension of commissions;


      3. Termination of the Independent Distributor Agreement; and/or


      4. Possible legal action


    2. Trademarks and Copyrighted Material

      FC does not allow the use of its trademarks, trade names, designs, symbols or copyrighted material by any person or entity, including CC’s, without prior written permission or unless such content is specifically prepared or approved for use. CC’s may not produce for sale or distribution, any recorded FC events, speeches and/or presentations without express written consent from FC. Further, CC’s may not use any name or portion of any name exactly like, similar to or a variation of any FC product, service, associated person or entity in the title, address, domain name, URL, social media page, username, team names, heading, handle or in any context that could be confusing, misleading or deceptive as to the origin or source of the given material or communication.


    3. Identification as Cafe Connector

      In instances where it is permitted under these Policies and Procedures to use the Felice Cafe name or other related material, it can only be done with proper identification as an Cafe Connector. There can never be any situation where there could be confusion as to whether an CC was acting as the corporate FC entity. Where it is permitted for an CC to use a FC logo, we have made specific Independent CC versions of FC logos available in your CC Back Office under resources.


    4. Cafe Connector Websites

      CC’s may only utilize the FC-provided replicating website to promote their FC business. Any other website utilized by an CC would have to be completely generic with no direct reference to FC and otherwise compliant with any applicable laws, rules or regulations. The FC replicated websites and corporate website contain professionally prepared material designed to help you promote and sell. Even generic or otherwise unidentified websites may not make any product or income claims which refer to FC or FC products and services.

    5. E-Mail or Electronic Advertising

      An CC may not advertise or promote FC or FC products and services or use any FC trademarks or copyrighted material in any electronic media or transmission, including e-mail, the internet, social media or otherwise unless specifically approved by FC. Internet advertising and/or mass promotion must be generic, without the use of FC trademarks, trade names or copyrighted material. “Spamming” or the unsolicited mass distribution of e-mails, faxes or other media in violation of any applicable law, rule or regulation is absolutely prohibited. Neither shall any CC ever publish, post, upload, distribute or communicate through any media, any unprofessional, inappropriate, profane, obscene, defamatory, misleading, untrue, false, indecent, infringing or unlawful statements, claims, material, information or data.


    6. Online or Other Classified Ads

      CC’s may not use classified ads, whether published or online classifieds, including, but not limited to, Craigslist, to list, sell or retail specific FC products, product bundles or the opportunity. Generic ads, designed to solicit responses, are permissible so long as otherwise com- pliant with any applicable laws, rules or regulations.

    7. Online Auction Sites

      FC and its products and services may not be listed on eBay or other online auctions, nor may CC’s enlist or otherwise allow or facilitate a third party to sell FC products on eBay or other online auctions.


    8. Online Retailing

      CC’s may not list or sell FC products and services on any retail store or e-commerce site, including Amazon.com or the like (with the exception of their own FC- provided replicated website). Additionally, CC’s may not (1) enlist or otherwise allow a third party to sell FC products through or on any online retail store or e- commerce site or (2) sell products to a third party that the CC has reason to believe will sell such products on any online retail store, e-commerce site or other unauthorized methods.


    9. Banner Advertising

      CC’s may place approved banner advertisements on third-party websites. They may only use the FC approved templates and images available through the resources section of their FC Back Office. The banner must link directly back to the CC’s FC replicated website and cannot be varied, altered, revised or contain any additional information such as pricing, discounts or promotions. Discretion must be used by the CC in determining the appropriateness of the third party website that the banner may be posted on and FC reserves the right to request that an CC remove a banner ad from a website that FC, in its sole discretion, determines to be inappropriate.


    10. “Spam Linking”

      “Spam linking,” or the multiple consecutive submissions of the same or similar content into blogs, wikis, guestbooks, websites or other publicly accessible online discussion boards or forums is not permitted. This includes blog spamming, blog comment spamming and/or spam-texting. Any otherwise permissible comments an CC may make on blogs, forums, guest books, etc., must be unique, informative, relevant and otherwise permissible.


    11. Digital Media Submission

      CC’s may not upload, submit or publish FC-related video, audio or photo content to any digital media or website such as Facebook, YouTube, iTunes, Photobucket or a similar site.


    12. Product Claims

      No claims, which include personal testimonials, as to therapeutic, curative or beneficial properties of any products offered by FC may be made except those contained in official FC materials. In particular, no CC may make any claim that FC products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases or signs or symptoms of a disease. Not only are such claims violations of FC policies, but they potentially violate applicable laws, including, but not limited to, federal and state laws and regulations, such as the Federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act. An CC that provides product experience testimonials in any medium should use care to disclose their affiliation with FC, i.e., “Felice Cafe Connector,” be honest in their testimonial personal experience and assert that they are not claiming that their experience is the typical result experienced by consumers. Unless specifically warranted in writing by FC, there are no specific results guaranteed to be achieved as a result of the use or consumption of FC products and services.


    13. Income Claims

      CCs may not make income claims, representations or imply that anyone will achieve any specific level of income or success. Further, CC’s may not display commission checks, commission statements or other financial records in the promotion of FC.


      CC’s may truthfully, accurately and fairly explain the FC Compensation Plan and show the possible ways an CC can earn commissions or bonuses under the plan. However, guarantees, warranties or assurances that any specific results will be achieved are not permitted. Individual results will vary and no previous results should

      be stated or implied as typical. Hypothetical examples may not be unreasonable or exaggerated.


    14. Product Pricing

      CC’s may not advertise or offer to sell FC products or services at any price lower than the suggested retail price of the applicable product. Further, no special offers or enticements beyond the normal FC product offerings may be made or packaged with FC products and/or services. Any offer to sell FC products and/or services must be truthful and cannot contain misleading statements such as “lowest price available” which infers that an CC is able to sell products at a lower price than other CC’s.


    15. Re-Packaging

      No CC may re-package, re-brand or otherwise alter packaging or labeling in any way, any FC product or service. The giving of tasting samples at a FC home party or meeting is permitted.


    16. Use of Celebrity Name or Likeness

      No CC may imply that FC is associated with or endorsed by a particular person, entity or celebrity. No name or likeness of a celebrity, group or entity may be published by CC’s without the prior written approval of FC.


    17. Scientific Advisory Board and Other Consultants

      FC has established relationships with many preeminent scientific, marketing, public relations, business, legal and other professionals. CC’s must refrain from contacting or attempting to contact any such professional or advisor unless specifically authorized in writing to do so by FC. No CC may claim or imply that he/she has any special relationship or privilege with any such professional or advisor.


    18. International Marketing

      CC’s are authorized to sell FC products, enroll Preferred Customers or CC’s only in countries in which FC is authorized to conduct business as announced in official FC materials or on the FC corporate website. However, before initiating any FC-related activities in any authorized country, an CC must first complete and submit the FC International Enrollment Application to the Compliance Department. Once such application has been received and approved, as evidenced by written authorization by a member of the Compliance Department, the CC may begin activities in any authorized country in accordance with the applicable terms and conditions of that country.


    19. “Pre-Market” International Marketing

      An CC, in preparing for the opening of a new country, prior to the official opening of a country, but after its announcement, may provide business cards and conduct, organize or participate in meetings with no more than five (5) attendees, including the CC. Other attendees must be personal acquaintances or acquaintances of personal acquaintances. These meetings must be held in a home or a public establishment but may not be held in a private hotel room. CC’s are prohibited from any other Pre-Market conduct, including, but not limited to soliciting persons who are not prior personal acquaintances, importing, selling or distributing FC products, placing unapproved ads or distributing promotional material, collecting money or other consideration, etc.


    20. Telemarketing

      CC’s may not use automated systems, including, but not limited to robo-dialers and computer-assisted devices, nor may they conduct any telephone, fax, computer or other telemarketing activity that does not comply with the Federal Telephone Customer Protection Act or any other federal and/or state laws pertaining to sales and solicitation via electronic devices.


    21. Spam

      CC’s may not send or transmit unsolicited e-mails or faxes related to FC via telephone, facsimile, electronic mail or any similar method.


    22. Third Party Intellectual Property

      CC’s may not use the intellectual property, including the trademarks, trade names, service marks or intellectual property of any third party in any promotional materials or online postings without proper license or authorization of the owner of that intellectual property. When third party intellectual property is used with authorization, it must be properly identified as the property of the third party, and the CC must adhere to any restrictions and/or conditions that the rightful owner of the intellectual property places on its use.

    23. Privacy

      An CC must respect the privacy of others in any posting or promotion. CC’s are prohibited from using the name, likeness, testimonial, story or information relating to any individual or entity unless authorized to do so. CC’s should never engage in gossip, rumors or speculation with respect to people, entities, products or services. It is never permissible under any circumstances to post any false, misleading or unconfirmed information or statements about anyone, anything or any entity in any Online forum or media.


    24. Media

      CC’s may not promote FC or FC products through interviews with the media, whether audio, video, printed or verbal, regardless of distribution or broadcasting method, whether, private, public, local, national or international, unless specifically authorized in writing by FC. Media inquiries should immediately be referred to the FC Marketing Communications Department. Further, unless otherwise authorized, CC’s may not use any form of media or other mass communication or mass advertising to promote FC or FC products. This would include, but not be limited to television shows, podcasts, news or promotional pieces on television, radio or the internet, etc.


    25. Social Media

      FC maintains a public Facebook page and other public social media forums which it uses to invite potential customers and distributors to learn more about FC. These are not intended to be used by CC’s to promote or sell. CC’s may not attempt to use such social media to otherwise promote, sell or advertise. FC reserves the right at its sole discretion to remove any non-compliant postings or messages from FC-controlled social media. FC may also maintain private or closed social media forums for various purposes including education and open forum discussions. If an CC is invited to join these password protected groups, that CC may not allow access or otherwise disseminate the information contained or obtained from a private group


    26. Other Internet Use

      CC’s otherwise complying with these Policies and Procedures may use the Internet, social networking sites, blogs, social media and ap- plications and other sites with content based on user participation as a preliminary step to ultimately drive traffic to their FC replicated website. The goal of such use should not be to close business through those sites, but only to generate interest in finding out more about FC or FC products and services through the replicated website or other FC approved material.


    27. Prohibited Advertising or Promotion

Under no circumstances may any CC ever publish, written or verbally, in any media or forum, post, state, distribute or provide any material or information that could be considered offensive sexually explicit, obscene, pornographic, profane, hateful, threatening, harmful, defamatory, libelous, harassing, racist, discriminatory based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise. Further, an CC may never publish graphically violent images, solicit unlawful behavior or engage in attacks on any individual group or entity. It shall be at FC’s sole discretion in determining whether such material is prohibited and the CC must immediately take down the non-compliant material or face disciplinary action including termination.


    1. Not-For-Resale (or NFR Jurisdictions)

      There are certain countries or jurisdiction where residents of that jurisdiction are permitted to import FC products for personal use only. FC or FC products may not otherwise be sold or re-sold in those jurisdictions


    2. Negative Online Posts

      CC’s should not engage or converse online in response to or with respect to negative posts about them. You may report such negative postings to the FC Compliance Department and if there is anything that can be done, FC will take appropriate action.


    3. Implied Approval or Endorsement

An CC may never state, imply or represent that FC or FC products are endorsed, approved or sanctioned by any agency or organization, including, but not limited to the Federal Trade Commission (FTC) or the Food and Drug Administration (FDA). Government regulatory agencies do not approve or endorse any direct selling companies or their products. It is also not permissible to imply the use of or endorsement of FC products by any non-governmental agency, business, group or celebrity.

SECTION 8

Sales



    1. Commercial Outlets

      Direct sales are based on personal relationships and FC strongly encourages the retailing of its products and services through personal contact. Therefore, CC’s may not display or sell FC products or literature in general retail establishments. CC’s may, however, promote FC and FC products through appointment-based establishments such as hair salons, spas or chiropractic offices.


    2. Trade Shows and Exhibitions

      CC’s may display and/or sell FC products at trade shows or professional expositions. FC limits this to one CC per show, so prior, conditional approval must be obtained through the FC Compliance Department. The Compliance Department will instruct the CC what is necessary for final approval which will not be unreasonably withheld and will be based on the first fully-completed submission. FC re- serves the right to determine, in its sole discretion, whether a particular trade show or exhibition is inappropriate for displaying any FC products or material. Swap meets, garage sales, flea markets, and similar events are not appropriate venues for the promotion of FC and its products.


    3. Inventory

CC’s are not required to carry an inventory of products or sales aids. Those may be purchased as needed to fulfill sales to CCs or customers. An CC may wish to carry a certain level of inventory for quicker fulfillment but this is optional and based on an CC’s individual situation. Nothing in this section shall be construed to prevent CC’s from maintaining reasonable product on hand to service their customers. The purchasing of inventory simply to qualify for bonuses or commissions is prohibited and no CC should do so or encourage others to do so. Inventory levels should not unreasonably exceed amounts that can be used, sold or consumed within one month.


SECTION 9


Bonuses and Commissions


    1. Qualifications

      An CC is responsible for legitimately fulfilling all requirements and/or qualifications as stated in the FC Compensation Plan. Aside from the requirements and qualifications in the Compensation Plan, CC’s must otherwise be in good standing and in compliance with the terms and conditions of the CC Agreement and all Policies and Procedures. FC reserves the right in its sole discretion, to change, amend, modify or revise the Compensation Plan as appropriate. Any dispute as to whether a given requirement or qualification was met or achieved by an CC will be resolved at the sole discretion of FC.

    2. Check Processing

      If an CC chooses to receive a paper check, rather than electronic processing of a commission, bonus or other payment, then a $5.00 check processing fee will apply. Further, no check will issue until the net amount exceeds $12.00. Commissions or bonuses lower than $12.00 will accrue and will not be forfeited so long as CC remains active and in good standing. Checks will generate and process through the FC pay portal if the paper check method payout option is chosen by the CC.


    3. Replacement Checks

      Any check having to be replaced or reissued will be done so via Hyperwallet which is the company that processes all FC payments to CC’s. Please contact Hyperwallet Customer Service for payout issues.


    4. Adjustments and Claw backs

      FC reserves the right to withhold, adjust or deduct commissions or bonuses from any CC as necessary. This may be due to returned products, canceled orders, orders with invalid payments, product buybacks, or qualification rollbacks (where a certain level is no longer achieved based on returned, canceled or invalid orders). Deductions may continue for multiple periods until the full amount is recovered.

    5. Unclaimed Commissions

      Any commission, bonus or other payment shall be void if not used or negotiated within six (6) months from issuance. CC’s are responsible for negotiating any payment within six months. Further, account credits must be used within six (6) months. Payments may be reinstated for a valid reason at FC’s sole discretion, but a $25 charge will apply.


    6. Incentive Trips and Awards

      FC may, in its sole discretion, provide incentive trips and other awards to qualified CC’s. FC will determine the guidelines and criteria for such awards. Those awards cannot be deferred, will have no cash value and, if required, FC will issue a 1099 for the applicable amount. FC, other than providing the applicable award, will not be responsible for any additional costs, fees or expenses incurred by an CC with respect to such award. The CC will indemnify, defend and hold FC harmless from any claim, injury, loss or damages sustained by CC or guest of CC with respect to participation in such trip or award.


    7. “50 Percent Rule”

      FC does not encourage nor does it require inventory loading or large inventory purchases. Therefore, in order to remain qualified to receive commissions or bonuses, CC’s are certifying before placing a product order, that they have used, sold or consumed at least 50 percent of products previously purchased. This rule is not intended to discourage the maintaining of reasonable inventory to best service your Preferred customers.


    8. Preferred Customer Rule

In order to stay qualified for any commissions or bonuses payable under the FC Compensation Plan, CC’s must make retail sales, either directly or through FC, to a reasonable amount of preferred customers each month. All CC’s must keep records of such sales and may be subject to audit and verification.


SECTION 10

Product Ordering


    1. Purchasing Product

      CC’s should purchase products directly from FC under his/her CC number. CC’s are not required to purchase any specific amount of product or level or inventory. Any purchases made from other sources are prohibited and the CC will not receive credit for sales volume associated with that order


    2. General Ordering Policies

      It is the CC’s responsibility to ensure that all orders, through the mail, internet, telephone or otherwise, contain valid and proper payment. When there is improper or invalid payment, FC will make reasonable attempts to obtain valid payment, but if such payment is not received within 5 business days, then the order will not be processed. There are no payment plans, nor are charge-on-delivery, C.O.D. or other deferred payment methods available or accepted.


    3. Shipping and Back Orders

      FC always makes its best effort to expeditiously ship orders. If, however, an ordered item is out of stock, it will be placed on back order and shipped when received into FC inventory. FC will notify CC’s if there will be an unreasonable delay and if so, CC’s will have the opportunity to cancel or revise the order. Keep in mind that no volume credit will be received, nor will commissions be paid, on canceled orders.


    4. Shipment Confirmation

      FC takes pride in achieving the highest level of shipping efficiency and in the rare situations that there is an error in shipping, will take all reasonable steps to resolve the problem. It is the CC’s or recipient’s responsibility, however, to confirm that a product shipment matches the shipping invoice and is undamaged. CC’s must immediately notify FC of any shipping discrepancy or damage, but in no event can notice to FC exceed five days from shipments delivery date. CC’s who wait longer than five days to notify FC will be deemed to have waived the right to any correction of a shipping problem.


    5. Customer Payment

      CC’s should not hold or accept monies from Preferred Customers to be held in anticipation of future orders.

    6. Insufficient Funds

      CC’s are responsible for ensuring that there are sufficient funds or credit available in his/her account to cover any monthly Autoship order or subscription. FC is not obligated to contact CC’s for any scheduled Autoship order or subscription that does not process due to invalid or insufficient payment. Canceled or unprocessed orders may result in failure to qualify at a given level. FC reserves the right to charge a fee to cover the re-processing of any order due to invalid payment provided at the original time of order.


    7. Third Party Credit Card Use

      CC’s shall not allow other CC’s or Customers to use his/her credit card or another form of payment, nor shall any CC use or attempt to use another person’s credit card or another form of payment.


    8. Sales and Use Tax

FC charges and collects applicable sales and use taxes, based on suggested retail price, on purchases made by CC’s or customers and will remit those taxes collected to the respective state taxing authority. CC’s who choose to accept responsibility for their own sales tax collection and remittance may submit a valid Sales Tax Exemption Certificate and Sales Tax Registration License. FC in its sole discretion will determine whether such tax exemption papers apply to any given order and no sales tax exemption will ever be retroactive.


SECTION 11

Product Returns


    1. Product Guarantee

      FC offers its retail consumers a 30-day guarantee. Product and marketing materials returned within thirty (30) days after the purchaser shall receive a 100% refund of the price actually paid, less shipping and handling costs. Consumers must provide any requested documentation relating to the sale and no refund shall apply to promotional products or samples. CC’s must refund any amounts collected by them and not by FC.


    2. Inventory Repurchase

      An Cafe Connector who resigns, which resignation must be in writing, may return product or marketing materials purchased within the last six (6) months prior to resignation, or longer if required by law, that is otherwise in good condition and resalable subject to FC’s determination. Upon compliance with all applicable requirements, a full refund, less a 10% restocking fee and shipping and handling costs will be issued by the Company. Any product that cannot be sold or is opened, used, damaged, expired, or within three (3) months of expiration, will not be eligible for a refund. Please allow for up to twenty (20) days from the time that the product is received for the refund to be processed. FC may withhold or deduct any commissions, bonuses or other compensation earned as a result of qualifications utilizing product now being returned. FC Customer Support must be contacted prior to shipping product back, so that you may obtain a Return Merchandise Authorization (“RMA”) number and properly identify the product being returned. The obtaining of an RMA does not mean that the product falls within the repurchase policy. That determination can only be made after the product is received by FC. FC is not under any obligation to accept any returns not properly identified with an RMA number. Further, FC is under no obligation to return any products received that do not fall under the repurchase policy.


    3. Exceptions

Previously paid bonuses or commissions may be reversed or adjusted as a result of the returns, cancellations and at the sole discretion of FC. Any Commissions paid to the CC and his/her upline for the product returned by an CC or customer may be debited from the respective upline CC’s account or withheld from present or future commission payments. A Cafe Connector agrees that he or she will not rely on existing downline volume at the close of a commission’s period, as returns may cause changes to his or her title, rank and/or commissions payout.


SECTION 12

General


    1. Identification

      All CC’s are required to provide and certify the accuracy of, their Social Security Number, Federal Employer Identification Number, (US & Territory Residents) or equivalent government-issued identification number, to FC on the Independent Distributor Application and Agreement. Such number will be maintained securely by

      FC and is required for proper tax reporting. Upon enrollment, FC will provide a unique Cafe Connector Identification Number (CC number) to the CC by which he/she will be identified. This number will be used to place orders and track commissions and bonuses.


    2. Income Taxes

      Each CC is responsible for paying all applicable local, state, and federal taxes on any income generated as a result of his/her FC business. If a FC CC is tax exempt, the applicable federal tax identification number must be provided to FC. Every year, as required, FC will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. distributor who: (1) had earnings of over $600 in the previous calendar year; (2) made purchases during the previous calendar year in excess of $5,000; or (3) earned an incentive award trip.


    3. Business Pursuits Insurance

      A FC CC is responsible for and may wish to arrange insurance coverage for their independent business. Be advised that a homeowner’s insurance policy typically does not cover business-related injuries or the theft of or damage to inventory or business equipment. Each CC should contact their insurance agent to make certain that their relevant property is protected. In the U.S., this can often be accomplished with a simple “Business Pursuit” endorsement attached to their present homeowner’s policy. FC will not be responsible for any losses incurred or suffered by an CC in the conduct of their FC or other business.


    4. Product Liability Coverage

      FC maintains insurance to protect FC and CC’s against product liability claims. FC’s insurance policy extends coverage to CCs so long as they are marketing FC products in the regular course of conduct and in accordance with FC policies and applicable laws and regulations. The FC product liability policy may not extend coverage to claims or actions that arise as a result of an CC’s misconduct in marketing the products.


    5. Local Rules, Laws, Ordinances or Regulations

      Aside from complying with FC terms and conditions or policies and procedures, CC’s are responsible for complying with any applicable law, rule, regulation, statute, requirement or ordinance that may apply to their FC independent business in their applicable jurisdiction, which may be any local area, town, city, county, state or country. It is the CC’s responsibility to be aware of any such laws or regulations that may apply to them or their business.


    6. Indemnification

      All CC’s agree to indemnify, defend and hold harmless, FC, its owners, directors, employees, consultants, agents, vendors and associated persons or entities from and against any and all claims, demands, liabilities, losses, costs or expenses arising from the conduct of the CC in the conducting of any FC business and/or business or conduct arising out of the Distributor Agreement or breach of the Agreement. This includes, but is not limited to, court costs or attorney’s fees asserted against, suffered by or incurred by the CC or any other CC by reason of, directly or indirectly, arising out of or in any way related to or connected with, allegedly or otherwise; CC’s activities, CC’s breach of any terms of the Independent Distributor Agreement or CC’s violation or failure to comply with any applicable federal, state or local law, statute, code, regulation or ordinance. This provision shall survive the termination of the Independent Distributor Agreement.


    7. Exclusion of Damages

      FC, its owners, directors, employees, affiliates, consultants and associated persons or entities shall not be liable under any circumstances to any FC CC for any exemplary, indirect, consequential, special or punitive damages for any and all claims, demands or actions resulting or arising from the Independent Distributor Agreement, the function, operation or lack of function or any equipment, website software, delay of any shipment or an act or omission of any FC related party, whether based in contract, tort, negligence, strict liability or any other cause of action. Damages will be limited to compensatory damages limited to the amount of legitimately obtained unsold FC product owned by an CC or the actual amount of commissions or bonuses that may be due.


    8. Errors or Questions

If an CC has questions about or believes that any errors have been made regarding commissions, bonuses, genealogy or charges, the CC must notify FC within 15 days of the purported error in question. FC is not responsible for any errors, omissions or problems which are not reported to FC within 15 days.

SECTION 13

Dispute Resolution


    1. CC Disciplinary Action

      If any CC is found to be in violation or breach of any applicable term, condition, policy, procedure, law or regulation pertaining to the Independent Distributor Agreement, FC, at its discretion, may take one or more of the following actions:


      1. Issuance of a warning or admonition;


      2. Directing the CC to make immediate corrective measures;


      3. Holding back, in whole or in part, one or more bonus or commission payments;


      4. Reversing, in whole or in part, one or more bonus or commission payments;


      5. Suspending all rights and privileges of an CC to conduct FC business pending final outcome;


      6. Canceling or re-assigning one or more CC’s or customers deemed not to be legitimately acquired by an CC;


      7. Revoking the rights and privileges of a given person or entity with respect to being able to conduct FC business;


      8. Terminating an CC or associated CC;


      9. The seeking of monetary and/or equitable relief in a court or proceeding of appropriate jurisdiction;


      Any other measure or action required to provide an appropriate remedy for injuries caused partially or exclusively by the conduct of the CC.


    2. Change of Sponsor (Enroller)

      Change of Sponsorship or Enroller is not permitted except to correct reasonable errors or mistakes. If there is a dispute as to the proper sponsor/enroller of an CC, then it shall be resolved and determined by FC in its sole discretion. CC’s otherwise in good standing who voluntarily resign and remain inactive for twelve (12) months may reapply under a new sponsor with no rights to any former downline or privileges. Written request of re-enrollment must be sent to FC and approved by an authorized FC representative prior to rejoining FC as an CC.


    3. Change of Placement

      Change of Placement Sponsor may only be done within 3 business days of placement and only to correct errors or mistakes in the placement sponsorship.


    4. Arbitration

      CC’s must attempt to resolve any dispute under this Agreement in an amicable and reasonable way directly with FC. If a FC CC feels additional actions are necessary, then all CC’s agree that any claim, dispute and/or legal action surrounding the terms and conditions of this Agreement shall be resolved solely and exclusively by arbitration in accordance with the Federal Arbitration Act and under the rules and auspices of the American Arbitration Association (AAA). Any arbitration shall be held in St. Clair County in the State of Michigan, under the Commercial Arbitration Rules of the AAA and conducted by a single arbiter who is an attorney with knowledge of direct sales. Such arbitration shall be governed by the laws of the State of Michigan, excluding those relating to conflicts of law. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties. This arbitration clause shall survive any termination of the Independent Distributor Agreement.


    5. No Class or Group Actions, Lawsuits or Arbitration

      CC’s agree that there will be no group, mass or class arbitrations or other litigation stemming from the Independent Distributor Agreement for any reason. Any arbitration stemming from the Independent Distributor Agreement shall be conducted solely between the individual CC and FC based on the specific allegations and facts applying to that CC. Further, CC’s agree to keep any arbitration proceeding confidential and not to disclose any aspect of any arbitration except as required by law.

    6. Injunctive Relief

      The arbitration clause notwithstanding, nothing in the Independent Distributor Agreement or these Policies and Procedures shall prevent FC from seeking appropriate equitable or injunctive relief in a court of law. The CC acknowledges that the breach of certain portions of the Agreement, including, but not limited to, the protection of confidential or proprietary information and disparagement, would cause irreparable harm to FC, the amount and extent of which would be difficult to estimate or ascertain through arbitration. Therefore, CC agrees that FC shall be entitled to equitable or injunctive relief, through a court of appropriate jurisdiction, without the necessity of posting a bond or other security. Such injunctive or equitable relief shall not be the exclusive remedy available to FC.


    7. Attorney’s Fees

      Each party shall bear its own attorneys’ fees and any other costs and expenses incurred in the resolution of any dispute without regard to the outcome.


    8. Jurisdiction and Venue

      Arbitration clause notwithstanding, the parties agree that personal jurisdiction and venue for any dispute arising out of or relating to the Independent Distributor Agreement, including any challenge to or compelling of arbitration, are proper exclusively in the state and/or federal courts located in the State of Michigan, County of St. Clair, and both parties hereby submit to, and waive any objection to, personal jurisdiction or venue in such courts for such purpose.


    9. Governing Law

      Should there be any state or federal court proceedings stemming from the CC Agreement, then the interpretation and enforcement of the Agreement shall be governed by and shall be construed and interpreted in accordance with the laws of the State of Michigan, without giving effect to conflicts of law principles.


    10. Statute of Limitations

The time within which any CC may bring any legal action against FC shall be the shorter of one year or the applicable statute of limitations for that action. The CC agrees that any longer statute of limitations will not apply unless otherwise required by law.


SECTION 14


Inactivity and Termination


    1. Cancellation/Termination

      Any CC who cancels, resigns or is terminated, whether voluntarily or involuntarily, will no longer have any rights or privileges as a FC CC and will be unable to promote FC products and services, sell FC products and services or receive any compensation, commissions or bonuses under the FC Compensation Plan. Further, no terminated CC may ever represent or misrepresent in or on any forum that he/ she is still associated with FC. A terminated CC is not authorized to utilize any FC materials, trademarks, trade names, service marks or copyrighted material, even if such CC that any sales or transactions related to such unpaid commissions will be canceled, reversed, refunded or found to be invalid.


    2. Non-Renewal

      Any CC who fails to complete the renewal process in effect at the appropriate time, including the payment of any renewal fee if applicable, will be deemed to have resigned from FC, will lose all rights and privileges as an CC and shall have no right, title, claim or interest to the marketing organization which he/she previously had, and will not be entitled to any commissions or bonuses from the sales generated by the marketing organization or that the non-renewed CC may have previously been entitled to receive. A non-renewed CC who was otherwise in good standing and who has remained inactive for at least twelve (12) months may reapply to become an CC under any sponsor and starting from scratch as if they had never been a FC CC.


    3. Termination Due to Inactivity

      A FC independent CC has the responsibility to lead his or her marketing organization with the proper example in personal production of sales to end consumers. Without this proper example and leadership, the CC will lose his or her right to receive commissions from sales generated through his or her marketing organization. Cafe Connectors who personally generate less than 40 in Personal Qualification Volume (PQV) for any pay period will not receive a commission for the sales generated through his or her marketing organization for that pay period. If a Cafe Connector has not fulfilled his or her PQV requirement for a period of twelve (12)

      consecutive calendar months, his/ her Agreement shall be canceled for inactivity and the CC shall be deemed terminated. The Cancellation will become effective on the day following the last day of the twelfth month of inactivity. Cafe Connectors may reapply as a new Cafe Connector only after a twelve (12) month period has elapsed from the day of cancellation.


    4. Involuntary Termination

      An CC’s breach of any of the terms of the Agreement may result in any of the actions discussed in Section 13.1, including involuntary termination. Unless otherwise provided for in the termination notice, termination shall be effective on the date on which written notice is mailed, faxed or delivered to an express courier to the Cafe Connector’s last known address (or fax number), or his or her attorney, or when the Cafe Connector receives actual notice of cancellation, whichever occurs first. CC’s involuntarily terminated may not ever reapply to become an CC as an individual or as part of an entity.


    5. Voluntary Cancellation

Any CC has the right to cancel the Agreement at any time. Cancellation must be submitted in writing to FC at its then current business address, faxed to FC at its current business address, or a copy may be submitted to FCcompliance@totallifechanges.com. The written notice must include the CC’s signature, printed name, address and CC account number. However, if an Cafe Connector is not in good standing with the Company at the time Felice Cafe receives notice of cancellation, the consequences of an involuntary cancellation may take effect (as per Section 12). Cafe Connectors may reapply as a new Cafe Connector after a cancellation letter is received for their current CC account and a twelve (12) month period of complete inactivity has elapsed from the day of the most recent qualifying order, and only after contacting and receiving approval from an authorized FC company representative.


SECTION 15

Definitions


Acceptance – means the acceptance by FC of the application to become an CC after the completion of an Independent Distributor Application and Agreement and submission or delivery to FC via online submission or another delivery service. “Acceptance” shall be deemed to occur when FC receives and approves an Independent Distributor Application and Agreement by assigning an CC account number and officially placing the new CC in the FC computer database system. However, FC may revoke acceptance at its sole discretion at any time within the first 30 days.


Active or Active Cafe Connector – means an CC who satisfies the minimum Personal Qualification Volume requirements for a given time period, as set forth in the FC Compensation Plan, to ensure that he/she is eligible to receive rebates, bonuses and/or com- missions.


Active Rank – means the current rank of an CC, as determined by the FC Compensation Plan, for a given bonus period. To be considered “Active” relative to a particular rank, an CC must meet the criteria set forth in the FC Compensation Plan for his/her respective rank. (See the definition of “Rank” below.)


Agreement – means the contract between FC and each CC that all CCs must agree to in order to transact business with FC. This includes the CC Distributor Application and Agreement, the FC Policies and Procedures, the FC Compensation Plan, Autoship Agreement, and the Business Entity Form (where appropriate), all in their current form or as amended by Felice Cafe from time to time in its sole discretion. These documents are incorporated by reference into the Independent Distributor Agreement and are collectively referred to as and comprise the “Agreement.”


Smartship Agreement – means the optional FC program that automatically ships the product to CC’s. Smartship offers convenience but is not required as long as applicable requirements and qualifications are otherwise met.


Breach – “Breach,” “Default” and “Violation” mean an actual or alleged transgression or violation of any part of the Agreement.


Cancellation – means the termination of an Independent Distributor Agreement. Cancellation may be either voluntary or involuntary, through non-renewal, inactivity or disciplinary action.


Commissionable Volume – means the value assigned to all FC products on which commissions and/or bonuses may be paid. Such value may be less than the retail or wholesale price of such product. Business starter kits and sales aids do not contain Commissionable Volume.


Company – means Felice Cafe, LCC and may also be referred to as FC.


Customer or Preferred Customer – means Retail Customer. Customers may purchase a product for personal use only and may not resell the product. An CC participating in the FC Compensation Plan is not a Customer.


Retail Customer – means a customer who purchases directly from Felice Cafe at retail prices and who is not an CC. Customers may purchase a product for personal use only and may not resell the product. An CC participating in the FC Compensation Plan is not and may not act as a Retail Customer.


Downline – means the network of Cafe Connectors and Customers who exist under an Cafe Connector account. Independent Cafe Connector understands that (1) Cafe Connector does not have any ownership or possessory right, title or interest in any downline individual, entity, organization or in any materials generated by Felice Cafe or created by Cafe Connector or any other individual or entity to the extent that it consists, in whole or in part, of any information about Felice Cafe downlines or any part of the Agreement; (2) the sole property interest of an Cafe Connector with respect to downlines is the contractual right to receive commissions as set forth in the Agreement; and (3) that Felice Cafe is the sole owner of any and all downline rights, titles, interests, and materials.

Downline Activity Report – means a monthly report generated by FC that provides critical data relating to the identities of CC’s, Customers, sales information and enrollment activity of each CC’s marketing organization. This report contains confidential and trade secret information which is proprietary to FC and is owned solely by FC.


Downline Leg – A specific chain of CC’s enrolled below an CC and their respective marketing organizations represent one “leg” in the Cafe Connectors Owner’s marketing organization.


End Consumer (or End-Use Consumer) – means a person who purchases FC products for the purpose of personal consumption rather than that of reselling them to someone else.


Enrolled – means the CC’s and Customers who have been signed up as FC CC’s or Customers by an CC.


Enroller – means the CC who enrolls or sponsors a new CC or Customer into FC. The enroller may “place” the new CC or Customer under himself or herself, or may place the new CC or Customer under any eligible downline CC. The person whom the new CC or Customer is placed under is the new Cafe Connector’s “placement sponsor.” The same CC may be a new Cafe Connector’s “Enroller” and “Placement Sponsor.” See the definition of “Placement Sponsor” below.


Group Sales Volume (GV) – means the commissionable value of the FC product sales generated by an CC’s marketing organization. Group Sales Volume does not include the Personal Sales Volume (PV) of the subject CC nor does it include and starter kits or non-product sales aids.


Immediate Household – means heads of household and dependent family members residing at the same house.


Cafe Connector – means an independent contractor who has signed and completed the official FC Independent Distributor Application and Agreement and whose Agreement has been accepted by FC. May also be referred to as an CC. An CC is required to meet certain qualifications and is responsible for the training, motivation, support, and development of the CC’s in their respective marketing organization. CC’s are entitled to purchase FC products at wholesale prices, enroll Customers and new CC’s, and participate in the Compensation Plan. Preferred Customers are not Cafe Connectors.


Level – means the layers of downline CC’s in a particular CC’s marketing organization. This term refers to the relationship of an CC relative to a particular upline CC, determined by the number of CC’s between them who are related by sponsorship. For example, if A is the sponsor of B, B is the Sponsor of C, C is the sponsor of D, and D is the sponsor of E, then E is on A’s fourth level.


Marketing Organization – means the Cafe Connectors and Customers who are enrolled or sponsored below a particular Independent Cafe Connector or Customer.


Official Felice Cafe Material – means literature, audio or digital recordings and other materials developed, printed, published and distributed by Felice Cafe to Cafe Connectors.


Qualifying Sales Volume (QV) – means the commissionable value of Felice Cafe products generated by an Cafe Connector’s marketing organization, including the Cafe Connector’s Personal Sales Volume (PV).


Personal Production – means selling a product to an end consumer for personal use.


Personal Sales Volume (PV) – means the commissionable value of products sold in a calendar month: (1) shipped by FC to an Independent Cafe Connector; and/or

(2) shipped by FC to the Cafe Connector’s personally enrolled Direct Preferred Customers and Preferred Customers.


Placement (sometimes referred to as Sponsor or Placement Sponsor) – means an Cafe Connector or Customer under whom the enroller places a new Cafe Connector or Customer.


Rank – means the “title” that a Cafe Connector has achieved pursuant to the Felice Cafe Compensation Plan.


Cross Recruit – means, actually or attempting to solicit, enroll, encourage or attempt to influence in any other way, either directly or through a third party, another Felice Cafe Connector or Customer, Direct or Retail, to enroll or participate in another multilevel marketing, network marketing, direct sales or affiliate program opportunity. This conduct constitutes cross recruiting even if the Cafe Connector’s actions are in response to an inquiry made by another Cafe Connector or Customer.


Restockable and Resalable – means products and sales aids when returned to FC, if each of the following elements is satisfied: (1) they are unopened and unused;

(2) packaging and labeling has not been altered or damaged; (3) the product and packaging are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; (4) products are returned to Felice Cafe within thirty (30) days from the date of purchase; (5) the product expiration date has not elapsed; and (6) the product contains current Felice Cafe labeling. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued or as a seasonal item shall not be resalable.


Retail Profit – means the difference between the wholesale price (as defined below) of products and the retail price an Cafe Connector receives for products when they are resold.


Roll-Up – means the method by which a vacancy is filled in a marketing organization left by an CC or Preferred Customer whose respective Agreement has been canceled.


Cafe Connector or Business Starter kit – means a selection of Felice Cafe training materials and business support materials that can assist each new Cafe Connector in the promotion of their FC independent business. This purchase may be optional in some states and is not commissionable.


Suggested Retail Price (SRP) – means the price at which Felice Cafe suggests Cafe Connectors promote or sell a particular product or materials to preferred

customers.


Upline – means the Cafe Connectors(s) above a particular Cafe Connector in a sponsorship line or enrollment line up to the Company. Conversely stated, it is the line of sponsors or enrollers that links any particular Cafe Connector or Customer to the Company.


Wholesale or Wholesale Price – means the price of the products that are paid to the Company by CC’s. The wholesale price is also called the CC Cost. All commissions and/or bonuses are paid on Commissionable Volume of Felice Cafe products, regardless of wholesale or retail pricing.


FELICE CAFE, LCC INDEPENDENT DISTRIBUTOR AGREEMENT

Felice Cafe Terms and Conditions for Independent Distributors


I hereby apply to become an independent distributor for Felice Cafe, LCC. (“FC”). If I am accepted as an independent distributor, also known as a Cafe Connector or CC for Felice Cafe, I agree to be bound by all terms and conditions below. I am interested in using and/or promoting Felice Cafe products and services and understand that it is possible to be rewarded, although there are no guarantees and any rewards are based purely on sales results. If I do not agree with these terms and conditions and/or the FC Policies and Procedures, which are incorporated by reference, then I will not apply to become a Cafe Connector (CC) and I will not transact business with FC. I understand, warrant and agree that:


  1. I am of legal age in the state, country or jurisdiction in which I reside, but at least 18 years old, and I am legally competent to enter into this Agreement.

  2. I am not prohibited from entering into this Agreement for any reason and my entering into this Agreement does not violate any other agreement or order that may apply to me.

  3. I understand that no state Attorney General or other regulatory authority approves or endorses FC or any FC product or service and I will not claim otherwise to anyone.

  4. I understand that I shall become a FC CC only upon acceptance of this application by FC at its sole discretion. As an CC with FC, I will be able to use and/or promote products and services offered by FC, but only in accordance with the FC compensation plan, these terms and conditions, and any policies and procedures, rules and regulations, etc., which are published and available on the FC corporate website and which may be amended, revised and/or changed from time to time at FC’s sole discretion. I understand that FC reserves the right to reject this application or any application to become an CC for any reason within thirty (30) days of FC’s receipt of such application.


  5. I have reviewed and acknowledge that the FC compensation plan, as well as any policies and procedures, rules and regulations or other applicable instructions as published on the FC corporate website as they exist now and as they may be amended, are incorporated by reference as part of these terms and conditions.


  6. Upon notification to CCs by publishing on the FC corporate website, FC, at its sole discretion, may amend the compensation plan, terms and conditions, rules, regulations, policies and procedures, etc. and I agree to be bound by any such changes.

  7. My continued use and/or promotion of FC products and services, and/or my logging in to any FC or FC-related website, and/or my transaction of any business with FC, and/or my acceptance of any compensation from FC, indicates my continued agreement with these terms and conditions as they exist now and as they may be modified or amended in the future.


  8. I understand that as an CC, I must be sponsored into FC by another CC. If I was not introduced to FC by another CC, then FC, at its sole discretion, may assign me to an appropriate sponsoring CC.

  9. I understand that FC is not obligated to offer any specific products or services and may update, expand, decrease, change, revise or modify the availability of any products and/or services at any time and at its sole discretion.

  10. The term of this independent distributor Agreement is one year. I understand that I may renew yearly under the renewal policy in effect at that time and at the sole discretion of FC.

  11. I understand that no CC is under any obligation to participate in the compensation plan and may cancel at any time, for any reason, with written notice to FC. Once an CC notifies FC of his/her resignation or cancellation, that CC will immediately cease to accrue any rewards, privileges, rights, benefits, compensation or commissions, and must immediately cease all FC-related activity. A CC, if applicable, will be able to return, and FC will re-purchase, any unopened, unused, good and re-sellable inventory of supplies, sales materials, physical products, etc. at the price paid by the CC, less shipping/handling and a 10% re-stocking fee, and less any commissions earned as a result of any qualifications attributed to the returned product, for a period of six months from original purchase, or longer if required by law. This clause does not apply to digital or virtual electronic products, services or downloads. CC will be responsible for any freight charges incurred in returning any unused materials to FC. FC will not be responsible for lost or damaged materials. FC at its sole discretion will determine if returned product meets the standards and requirements for buy-back. This clause only applies to CCs otherwise in good standing and in compliance with this Agreement and all applicable laws, statutes, codes, rules or regulations.


  12. As a FC CC, I will be an independent contractor responsible for my own business, my own conduct and any expenses or costs of maintaining my independent distributorship. I will not be an employee of FC. I will not be treated as an employee in regards to any laws covering employees, including but not limited to, the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, or income tax withholding for any federal, state or local tax laws. It is my responsibility to pay self-employment, federal, state, or local taxes of any type as required by law. I am responsible for complying with any federal, state or local laws or regulations that may be applicable to my independent distributorship.


  13. I will not promote FC in conjunction with any other Direct Sales or Network Marketing company or opportunity, unless specifically authorized in writing by a duly-authorized officer of FC.

  14. I will not use FC trade names, trademarks or copyrighted material in any form, verbal, printed or otherwise, except in promotional or advertising material that has been prepared by FC or has received prior written approval from FC.

  15. I will not directly or indirectly disparage, discredit or otherwise defame FC, FC employees, owners, officers or directors, other FC CC’s and/or any person or entity associated with FC. This includes any statements, written or oral, on the Internet, on social media or otherwise.


  16. I acknowledge that I may only have a financial interest in one CC position within FC. I will not, either as an individual, corporation, LCC or other entity, apply for or become a FC CC separate from this application. I understand that should I be found to have any financial interest in multiple CC positions, FC, at its sole discretion, may terminate or re-assign any of those CC positions and I will have no recourse against FC.


  17. A married couple should maintain one CC position between them. However, if both spouses of a married couple desire to each maintain their own CC position, then they both must be sponsored by the same sponsor. They cannot sponsor each other or be sponsored by anyone other than the original sponsor. If a married couple each have their own CC position, then they are each separately required to meet any requirements or qualifications of their respective CC positions.


  18. If I sponsor other CC’s into FC, I will fulfill the obligation of performing a bona fide supervisory, distributing and selling function in the sale or delivery of product to the ultimate consumer and in the training of those sponsored. I will have ongoing contact, communication and leadership supervision with my sales organization, including, but not limited to, telephone contact, e-mail contact, text message contact, training sessions, etc. If FC requests it, I will be prepared to provide documentation of the satisfaction of my sponsor responsibilities to FC.


  19. I understand that the FC program is built upon sales to the ultimate consumer. FC also recognizes that CC’s may wish to purchase product in reasonable amounts for their own personal or family use. A retail sale for bonus purposes shall include sales to non-participants in the compensation plan. The CC will be responsible for complying with the Retail Compliance Program as instructed from time to time. This includes keeping accurate records, including receipts, for all retail sales. Further, although there may be no specific product purchases required, nor are you required to stock any inventory, you will be asked to certify that you have used, consumed or sold at least 70% of your previous inventory prior to re-ordering. Monthly commissions on your organization and sales bonuses are contingent upon FC receiving any requested verification in a timely fashion. It is FC policy to strictly prohibit the purchase of product or large quantities of inventory in unreasonable amounts solely for the purpose of qualifying for bonuses or advancement in the marketing program. CC’s must fulfill, and it is each CC’s responsibility to meet all applicable published personal and downline retail sales requirements, as well as supervisory responsibilities, to qualify for commissions, bonuses, overrides or advancements.


  20. I acknowledge and agree that I will never reveal, during or after termination of this Agreement, any confidential FC data or information to any third party, including, but not limited to, information pertaining to any other FC CC’s, other than in the furtherance of promoting FC under this Agreement. I will not attempt to solicit, directly or indirectly, any FC vendors, associates, employees, consultants or agents into any other venture, company or business relationship. This clause will not apply to individuals that I have personally-sponsored into FC.


  21. I agree that during the time I am an active or inactive FC CC and for a period of twelve (12) months following the termination for any reason of this Agreement, I will not, directly or indirectly attempt to encourage, solicit, persuade or otherwise attempt to recruit any other FC CC to leave FC, terminate his/her Agreement with FC or compete in any way with the business of FC. Further, during this period, I will not attempt to solicit any FC employee, agent, vendor or consultant into pursuing any business or opportunity other than FC business.


  22. I acknowledge that as an independent distributor, I am a wholly independent marketing representative who establishes and ser- vices wholesale and/or retail customers for FC products and services. My independent distributorship does not constitute either a purchase of an investment, a franchise, exclusive distributorship or exclusive territory, and absolutely no fees have been or will be required from me or anyone for the right to promote FC products and services and earn commissions, pursuant to this Agreement. I understand that there may be a monthly or yearly, non-commissionable, administrative fee for database maintenance and software updating. This Agreement is not intended and shall not be construed to create a relationship of employer-employee, agency, partner- ship, or joint venture between any person, entity, independent distributor, sponsor and/or FC. As an independent contractor, I shall:


  23. Abide by any and all federal, state, county and local laws, rules and/or regulations pertaining to this Agreement and/or the acquisition, receipt, holding, selling, distributing, promoting or advertising of FC products and services.

  24. At my own expense, make, execute or file all such reports and obtain such licenses or permits applicable to me as may be required by law or regulation with respect to this Agreement and/or the receipt, holding, selling, distributing, promoting or advertising of FC products and services.


  25. Be solely responsible for declaration and payment of all local, state and federal fees or taxes as may accrue, including, but not limited to, sales taxes, business taxes, income taxes due to Associate activities in connection with this Agreement.

  26. Never attempt to obligate or bind FC into any contract, agreement or obligation, other than if I have been specifically instructed to do so in writing by FC.

  27. I acknowledge that FC, at its sole discretion, will determine whether qualifications have been met with respect to ranks, commissions, bonuses or compensation.


  28. I acknowledge that should I purchase any products or services from FC, that payment made is solely for that product or service purchase. I understand that I am not making an investment in FC, I am not purchasing a franchise, territory or security, and this is not a passive income generator. Further, I will never attempt to purchase products or services from FC with an invalid or improper form of payment.


  29. I acknowledge that neither FC nor any individual or entity has made any claim, guarantee, warranty or assurance that I will earn or achieve any level of success or income as a result of promoting FC products and services. I understand that any potential commissions, bonuses or earnings that I may be entitled to under the FC compensation plan are based on the actual sales results of my promotion efforts and are affected by factors such as expertise, training, time spent promoting FC products and services, etc.


  30. I warrant and agree that I will not attempt to manipulate the compensation plan or defraud FC in any way, including the creation of phantom or invalid CC positions or business. FC, at its sole discretion, may terminate or re-assign any CC or CC positions determined to have been created to manipulate the compensation plan or increase potential commissions to anyone without valid purpose.


  31. I warrant and agree that I will not make any purchase, nor will I cause anyone else to make a purchase of any FC product or service without valid purpose. Any attempt to manipulate compensation, generate additional, extra or unreasonable compensation, or insincerely achieve a particular rank or bonus shall be considered invalid purposes.


  32. I acknowledge and agree that FC will have the right to reverse, recoup, recover or chargeback any commissions or earnings that I have previously received on business that may have been reversed, credited back, cancelled, charged back or not validly paid for. I further acknowledge and understand that FC shall have the right, at its sole discretion, to withhold the payment of any potential commissions or bonuses, pending the verification of the validity of the underlying sale. FC, at its sole discretion, may determine the validity or invalidity of any given sale or transaction.


  33. FC will investigate potential violations of this Agreement and may take appropriate action, at its sole discretion, up to and including my termination as an independent distributor, for any violation that cannot be immediately and appropriately corrected. Actions taken may include suspension of a CC, reversal of commissions, removal of invalid or fraudulent CC’s from a downline, termination of a CC, or other action reasonably required by FC to resolve the violation. I understand that FC has the right to suspend or hold back any unpaid commissions, regardless of date earned, pending the outcome of any investigation and determination of the validity of such commissions.


  34. I understand that it is expressly prohibited to entice or encourage anyone to join, transact business, purchase products, sales aids or literature by confusing them, misleading them, pressuring them, making false or misleading income claims, or showing unreasonable hypothetical situations. No false, confusing, misleading or exaggerated claims of any type may be made under any circumstances, even if true.


  35. I understand that I cannot insinuate or imply that someone will achieve a specific level of income or success, even if I have previously achieved it. I understand that results achieved by any CC will be based on many factors, including, but not limited to, expertise, time spent promoting FC products and services and other factors.


  36. This Agreement constitutes the entire agreement between the CC and FC and no other additional promises, representations, guarantees or agreements of any kind shall be valid unless in writing and signed by an authorized representative of FC or otherwise referenced in this Agreement.


  37. I agree to attempt to resolve any dispute under this Agreement in an amicable and reasonable way directly with FC. If I feel addition- al actions are necessary, I agree that any claim, dispute and/or legal action surrounding the terms and conditions of this Agreement shall be resolved solely and exclusively by arbitration in accordance with the Federal Arbitration Act and under the rules and auspices of the American Arbitration Association (AAA). Any arbitration shall be held in St. Clair County in the State of Michigan, under the Commercial Arbitration Rules of the AAA and conducted by a single arbiter who is an attorney with knowledge of direct sales. This Agreement shall be governed by the laws of the State of Michigan, excluding those relating to conflicts of law.


  38. I agree that there will be no group or class action proceedings of any type against FC or its officers, directors, employees, consultants or agents for any reason stemming from this Agreement. I agree not to initiate or participate in any group or class action proceeding against FC, whether in a state or federal court, arbitration or mediation proceeding. I affirmatively waive all rights to become a member of any certified class in any lawsuit or action against FC. Any arbitration stemming from this independent distributor Agreement shall be conducted solely between me and FC. I also agree to keep any arbitration proceedings confidential and agree not to disclose any aspect of any arbitration proceedings except as required by law.


  39. I understand that my agreement to arbitrate will survive the termination of this Agreement. I further understand that nothing in this Agreement shall prevent FC from applying to and obtaining from a court of applicable jurisdiction, a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction and/or any other equitable relief available to protect FCs interest prior to, during or following any arbitration or other proceeding.

  40. If any portion of this Agreement is found to be invalid in a particular jurisdiction, the balance of all terms and conditions, policies and procedures, the compensation plan and any rules, regulations or requirements shall remain in full force. Any required exclusions, amendments or modifications made pursuant to this paragraph shall only apply in the jurisdiction where required.


  41. I agree that portions of this Agreement and accompanying Policies and Procedures pertaining to disparagement, confidentiality, arbitration, use of the trade names, trademarks, copyrighted material, internet use and/or the sale and distribution of FC products and services will survive the termination of this Agreement and/or my relationship with FC.


  42. I understand that should I voluntarily terminate my relationship with FC, assuming I was otherwise in good standing, that I must remain inactive and wait a minimum of twelve (12) months before attempting to become a CC again. If I do ever re-apply to become a CC, I understand that I would be starting from scratch and have no rights, privileges, benefits, ranks, level or standing that I may have previously achieved or attained. Should I be involuntarily terminated, I understand that I may not ever again become an independent distributor for FC, whether as an individual or as part of another entity.


  43. I acknowledge that there are no guarantees, warranties or assurances that I can or will earn any amount of income or attain any level of success as a CC for FC. I further acknowledge that there are no guarantees, warranties or assurances, express or implied, in connection with any FC product, service, documents, materials, and/or websites. FC specifically disclaims all warranties, express or implied, in connection with any products or services, including, without limitation, any implied warranties of merchantability and/ or fitness for a particular purpose.

  44. I acknowledge that participation in any Autoship or monthly recurring order or subscription is optional, but may be available for convenience or added-value. Should I choose to participate, I authorize FC to process my credit card on file for the amount I opt for.


  45. I authorize FC to use my name, image, likeness and/or story in any FC-related materials, advertising, promotion, websites or other media. I understand that I am not entitled to any compensation or remuneration for such use.

  46. I authorize FC or any FC authorized representative to contact me by e-mail, text message, instant message, fax, telephone or other appropriate device or media, for any purpose or matter relating to my being an CC for FC. I understand that should I not wish to be contacted, I must affirmatively opt-out by contacting Customer Support.


  47. I understand that no FC product or service may be copied, duplicated, reverse engineered, modified, altered, revised or changed in any way by me or on my behalf, other than by written, explicit permission of FC.

  48. I agree that I will not, during the term of this Agreement or for a period of twelve months after its termination, attempt to start or assist in the creation of a company whose intention it is to manufacture, distribute or sell products similar to those sold by FC.


  49. I agree to defend, indemnify and hold FC harmless, as well as FC’s owners, officers, directors, employees, agents, consultants or any affiliated people or entities, from and against any and all claims, suits, damages, obligations, losses and expenses, including, but not limited to legal fees, arising out of my conduct, the violation of any of these terms and conditions, the violation of any other obligation or agreement that I may be bound by or the violation of any applicable law, regulation or statute.


  50. I understand and agree that under no conditions, shall FC and/or its owners, officers, directors, employees, agents, consultants or any affiliated people or entities be liable to me or any CC for any claim whatsoever related to this Agreement or the relationship be- tween FC and CC for any amount other than the amount of unused products and services that CC is otherwise entitled to a refund for. In no event shall FC be liable to any CC for any incidental, special, exemplary, punitive, indirect or consequential damages.


  51. Any notice required in connection with this Agreement may be made by notice to the last known physical address or e-mail address that I have maintained with FC and I may send notice to FC at its then current corporate address or at the designated e-mail ad- dress for that purpose.


  52. FC’s failure to exercise any rights under this Agreement does not constitute a waiver of FC’s rights to insist on compliance with this Agreement.

  53. I agree that I may not transfer or assign any rights or privileges granted under this Agreement without the express written consent of FC at its sole discretion and that there may be a fee involved.

  54. This agreement is not in force until accepted by FC. I warrant that I have no financial interest in, nor will I acquire any financial interest in another FC distributorship position.


  55. Under penalty of perjury, I certify that the social security number, tax identification number or applicable taxpayer identification number that I have submitted to FC for commission reporting purposes is the valid and correct taxpayer identification number applicable to me.


  56. Unless I notify FC otherwise, I certify that I am not subject to backup withholding because I am either (a) exempt from backup with- holding; (b) the Internal Revenue Service (IRS) has not notified me that I am subject to backup withholding; (c) the IRS has informed me that I am no longer subject to backup withholding, and I am a U.S. Citizen or other authorized U.S. person.


NOTICE OF RIGHT TO CANCEL: I understand that I may cancel this transaction, without penalty or obligation, within the initial THREE DAYS of my initial purchase, or longer if required by law. I will receive a full refund of products and services purchased during the three-day period, less commissions earned. Physical products will be refunded under paragraph 9.

I unconditionally agree to all terms and conditions contained herein