For Independent Contractors – The Business Manual, the Marketing Plan, the Service Agreement, and any country or situation specific addendum(s) thereto, and any other written agreement between the Club Member and the Company in their present forms (and as amended from time to time) at the sole discretion of the Company, are by this reference incorporated into, and form an integral part of, what is collectively referred to as the “Contract.”
Each Club Member has the responsibility to read, understand, adhere to the Contract, and ensure that he or she is aware of and is operating under the most current version of the Contract.
When sponsoring a new Club Member, the Sponsoring Club Member shall provide the most current version of the Contract to the applicant prior to his or her execution of the Application and Service Agreement. By signing an Application and Service Agreement or accepting Commissions from the Company, a Club Member demonstrates that he or she has read and understands and consents to abide and be bound by the Contract and any amendments thereto.
The various rules, regulations and covenants found throughout this document, collectively referred to as the Policies, are effective as of the date first displayed above and govern the way a Coral Club Member conducts business with the Company and other Club members. These Policies replace and succeed all previous versions. Any interpretation, clarification, exclusion, or exception to these Policies, in order to be effective, must be in writing and signed by an authorized officer of the Company. The Company endeavors to enforce the Policies on a uniform and non-discriminatory basis. However, any failure to enforce any of the provisions of the Policies with one Club Member does not waive the Company’s right to enforce any such provision(s) with that same Club Member or any other Club Member.
The Company may amend any part of the Contract from time to time as laws and business circumstances change; however, notice of any amendment will be published by the Company on its website at least thirty (30) days before the change is made effective. An amendment shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. By executing the Contract, the Club Member agree to abide by all amendments or modifications that the Company makes. It is the responsibility of all Independent Contractors to regularly review the most recently published Contract, located on the Company website. The Company will also provide a copy of its most current Contract upon the Club Member’s request.
9.1. Club Member responsibilities and rules of conduct
Unethical Activity
The Club Member must behave in an ethical and professional way at all times when promoting the company products and/or the opportunity. The Club Member shall not, nor shall permit Club Members in his/her Downline Organization to engage in unethical activity. Examples of unethical activities include, but are not limited to, the following:
1. Violating the Contract as well as counseling or facilitating someone else to violate the Contract;
2. Violating the Code of Ethics as well as counseling or facilitating someone else to violate the Code of Ethics;
For more details about this subsection, the Coral Club Member should refer to the Business Manual. The Business Manual is part of the Contract, together with the Service Agreement and the Career Guide & Marketing Plan.
Negative Statements
The club member shall not make disparaging, misleading, inaccurate, or unfair statements, representations, claims, or comparisons with regard to:
1. The Company, its Services or Products, its commercial activities, its Marketing Plan, its employees or its Club Members;
2. Other companies, including competitors, Services or Products, their commercial activities, their Compensation Plan, their employees or their Club Members.
No Claims of Unique Relationship
The club member may not allege or imply that you have a unique relationship with, advantage with, or access to the Company executives or employees that other club members do not have.
Detrimental Conduct
If any conduct by a Club Member or any participant in the contractorship is determined by the Company to be injurious, disruptive, or harmful to the Company or to other Club Member, the Company may take appropriate action against a Club Member and the Club Member as set forth in section 9-2 of this document.
Compliance with the Contract and laws
A Contractor shall comply at all times with each of the terms and conditions of the Contract.
In conducting its Business, a Contractor must comply with all applicable laws, regulations, and ordinances (e.g., federal, state, country). A Contractor shall not violate any laws which apply to unfair competition or business practice, including any law that prohibits the advertising, offer to sell, or sale of Products.
Confidentiality
Upon signing a Application and Service Agreement, the Contractor agrees to maintain confidentiality regarding Confidential Information and any other trade secrets and proprietary information. This confidentiality obligation is irrevocable and permanent, remains after termination of the Contract, and is subject to legal enforcement by injunction and award of costs and fees necessarily incurred. All Confidential Information is transmitted to, or allowed to be gathered by, Contractors in strictest confidence on a need-to-know basis for use solely in the Business.
For more details about this subsection, the Coral Club Independent Contractor should refer to the Business Manual. The Business m Manual is part of the Contract, together with the Service Agreement and the Career Guide & Marketing Plan.
Claims and statements
Club members are fully responsible for all their verbal and/or written statements made regarding the Products, services, and the Compensation Plan which are not expressly contained in official Company materials. This includes statements and representations made through all sources of communication media, whether person-to-person, in meetings, online, through Social Media, in print, or any other means of communication.
For more details about this subsection, the Coral Club Contractor should refer to the Business Manual. The Business ma Manual is part of the Contract, together with the Service Agreement and the Career Guide & Marketing Plan.
Notification of Adverse Action – for Independent Contractors
An Independent Contractor shall immediately notify the Company’s legal department in writing of any potential or actual legal claims from third parties against the Independent Contractor arising from, or associated with, the Business or the Downline Organization that may adversely affect the Company. After notifying the Independent Contractor, the Company may take any necessary action, including controlling any litigation or settlement of the legal claims. If the Company takes action in the matter, the Independent Contractor shall cooperate with the Company and agrees not to interfere in the matter.
Inaccurate Information – for Independent Contractors
If the Company determines that the Application and Service Agreement, or any other document submitted to the Company by the Independent Contractor, contains inaccurate or false information, it may immediately terminate a Contractorship or declare the Application and to the fullest extent possible under applicable law, Service Agreement null and void from its beginning. Further, it is the obligation of the Independent Contractor to report to the Company on an ongoing basis of any changes that affect the accuracy of the Contract.
Non-Exclusive Territory – for Independent Contractors
The authorization of an Independent Contractor to exercise promotion Rights and operate a contractorship hereunder does not include a grant of an exclusive territory to an Independent Contractor, nor is an Independent Contractor allowed to make such claims.
Release for use of Photo, Audio, or Video Image, and/or testimonial Endorsement
The Company may take photos, audio or video recordings, or written or verbal statements of a club member at Company events or may request the same directly from a club member. The club member agrees to and hereby grants the Company the absolute and irrevocable right and permission, to use, re-use, broadcast, rebroadcast, publish, or republish any such photo, audio, video, or endorsement, in all or in part, individually or in conjunction with any other photograph or video, or any other endorsement, in any current or future medium and for any purpose whatsoever, including (but not by way of limitation) marketing, advertising, promotion, and/or publicity; and to copyright such photograph and/or video, in the original or as republished, in the name of the Company, or in any other name. Regardless of any other agreements or contracts the club member may have with any other entity, the club member agrees that any use by the Company as set forth in this Section shall be royalty free, is a work made for hire, and is not subject to any other claim. The club member agrees to defend and indemnify the Company against any claims by any other party arising out of the Company’s use of the rights granted herein. The club member confirms that the information he or she may give as a testimonial endorsement, or as represented in a photograph, video or audio is true and accurate to the best of his or her knowledge. The club member waives any right he or she may have to inspect or approve the finished or unfinished product(s), the advertising copy, printed, recorded, photographic or video matter which may be used in connection with it or any use that may be made of it.
The club member agrees that photos, audio or video recordings taken by the club member or any third party at the Company’s events or activities may not be used by the club member or any third parties to promote any business other than the company’s Business.
No Reliance
A club member may not rely on the Company to provide legal, tax, financial, or other professional advice, nor may it rely on any such advice if given.
Insurance
The Company carries a commercially reasonable amount of product liability insurance. However, the Company does not distribute copies of the policy nor does it disclose the amount of the insurance. Since laws differ according to jurisdiction, the Company encourages its club members to consult with an attorney regarding the extent of their personal legal liability with respect to their independent businesses.
Service Charges
The Company provides numerous services to its club members without charge. However, club members occasionally make requests that require special time and effort to fulfill. Requests in this category would include copies of receipts, paperwork, in-depth Commission information that must be calculated or extracted, research, banking instructions, stop-payment requests, etc. These and other special requests are available to the club member for a cost to be determined on a case by case basis.
Conducting the company Business Internationally
A club member has the right to operate in any Authorized Country where the club member may lawfully promote the products and/or the opportunity. It is the club member’s responsibility to comply with all national and local laws, ordinances, and regulations of the abovementioned Authorized Country. A club member who is planning to promote the products and/or the opportunity in a country other than his/her country of residence, must contact the local corporate office and familiarize him/herself with all the rules of conduct and any applicable laws prior to commencing this activity in that country.
Coral Club products or Sales Tools may not be shipped into or sold in any non-Authorized Country. In addition, no club member may, in any non-Authorized Country: (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential Members; or (c) conduct any other activity for the purpose of selling Coral Club products, establishing a Downline Organization, or promoting the opportunity.
Circumventing registration rules
It is prohibited to attempt, whether successfully or not, to circumvent the rules of registration. Examples of circumvention of registration rules include, but are not limited to:
1. Obtaining more than one Club Member number, especially having more than one sponsor.
2. Deliberately falsifying personal details in order to complete more than one registration.
3. Members of immediate family that are not each other’s sponsors.
In case of such a breach, Coral Club, at its discretion, may adjust the organizational structure so that it conforms to the Contract. Additionally, Coral Club may use any remedies available to the Company, which are listed, but not limited to, in Section 5-2 of this document.
Conflict of interest
During the term of the Contract, a Club Member is prohibited from promoting any non-Company brand in conjunction with the Company’s Products.
Relationship with the Company
A club member shall not represent himself or herself as an agent, employee, partner, or joint venture with the Company and shall not make purchases or enter into any transactions in the Company’s name.
Interference with other Organizational Structures
Club members are prohibited from directly or indirectly interfering in any way with other Organizational Structures. Enticing, encouraging or assisting another Club Member to change Sponsors is forbidden.
Cross-Company Recruiting/Non-Solicitation
Subject to the limited exception herein, club members are prohibited from recruiting any Club Member to participate in any other multilevel or network marketing business venture. The club member acknowledges and agrees that recruiting constitutes an unreasonable and unwarranted interference with the contractual relationship between the Company and its club members, conversion of the Company’s property, and misappropriation of the Company’s trade secrets. The club member further acknowledges and agrees that any violation of this rule will inflict immediate and irreparable harm on the Company, and that the Company shall be entitled, in addition to any other remedies that may be available, to immediate, temporary, preliminary, and permanent injunctive relief without bond; and that such injunctive relief may extend the post-termination period of this restriction for up to one (1) year from the date of the last violation of this provision or otherwise as long as is permissible under applicable law. Nothing herein waives any other rights and remedies the Company may have in relation to the use of its Confidential Information or any other violations of the Contract.
For more details about this subsection, the Coral Club Independent Contractor should refer to the Business Manual. The Business Manual is part of the Contract, together with the Service Agreement and the Career Guide & Marketing Plan.
As used in this section, the term “recruiting” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Coral Club Member to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity.
Targeting the Sales Force of Other Direct Selling Companies
The Company does not condone club members specifically or consciously targeting the sales force of another direct sales company to promote its products or to become Coral Club Members. Nor does the Company condone club members’ solicitation or enticement of members of the sales force of another direct sales company to violate the terms of their contract with such other company.
Should you engage in such activity, you bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration or mediation is brought against you by a third party alleging that you engaged in inappropriate recruiting activity of its sales force or customers, or in any way violated their contract with the third party, the Company will not pay any of your defense costs or legal fees. Nor will the Company indemnify you for any judgment, award, or settlement. Should the third party bring or threaten legal action against the Company based on your conduct, you agree that you shall indemnify the Company for all judgments, settlements, payments of any other nature, litigation costs, and attorney’s fees that the Company incurs in relation to such legal action or threat of legal action.
9.2. Breach of contract – for Independent Contractors
The Company’s obligations to a Contractor are conditioned upon the Contractors’ faithful performance of the terms and conditions of the Contract. The Company, in its sole discretion, will determine if a Contractor is in breach of the Contract and may elect any/all available remedies at its disposal, including, without limitation, any remedies that it may have under law or equity. In addition, any violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Club Member that, in the sole discretion of the Company may damage its reputation or goodwill (such damaging act or omission need not be related to the Club Member’s Coral Club business), may, at the Company’s discretion, be deemed a violation of the Contract.
Depending on the nature and seriousness of the violation, the company may take actions that include, but are not limited to:
1. Written warning.
2. Placing the Club Mmeber on probation with specific stipulations and additional assurances of future compliance.
3. Suspension or denial of various privileges including, but not limited to:
4. Suspension, denial or reversal of Commission payments.
5. Suspension, denial or reversal of ranks.
6. Suspension or prohibition of attending or participating in Company events.
7. Assessing damages and withholding them from Commission payments.
8. Imposing a financial penalty.
9. Termination of the Contract.
10. Legal action.
11. Seeking damages and associated costs.
For more details about this subsection, the Coral Club Independent Contractor should refer to the Business Manual. The Business Manual is part of the Contract, together with the Service Agreement and the Career Guide & Marketing Plan.
Termination Due to Inactivity – for Independent Contractors
If a Contractor has not made at least one product sale over a 12 consecutive month period, the Contract shall be canceled for inactivity. His/her status will be of a Consumer.
Return of Confidential Information
Upon the termination of the Contract, the Independent Contractor must return all Confidential Information, including any information derived therefrom, over which he or she has direct or indirect control to the Company upon termination or upon demand of the Company. If any such Confidential Information cannot be returned because it is in electronic format, the Independent Contractor shall permanently delete and erase the Confidential Information upon termination or upon demand.
Effects of Termination for Breach of Contract
An Independent Contractor whose Contract is terminated by the Company must wait one (1) year before applying for a new contractorship. During that time, the Independent Contractor can have no Beneficial Interest in any other contractorship. Prior to applying, he or she must first petition the Company through the Business Relations department.
9.3. Complaints and Enforcement
The Company’s various rules, regulations and policies are designed to protect the integrity of the Company and its Club Members. Any violations of these regulations can have a serious impact on all interested parties. It is your responsibility to notify the Company about any violations of the Contract so that the Company can investigate and address the issue.
Complaints procedure
If you learn of an infraction, you should first try to contact the club member who is in breach of a rule to discuss the situation and inform them of the details of their violation. If the club member who is in breach of a rule does not cooperate and try to rectify their practices, or if the violation is of a very serious nature – you have the option to notify the Company through our feedback form.
The complaint should be filled out with as much detail as possible, including dates, names and places. Anonymous complaints and complaints brought forward with no supporting evidence will not be investigated.
Filing a complaint with deliberately falsified or fabricated information, with the purpose to tarnish another Club Member’s reputation is prohibited. In such a case, the Company will investigate and take appropriate action.
Procedure for investigation
Upon learning of an infraction of Company rules, whether directly or through a submitted complaint by a club member, the Company will take appropriate action as dictated by the seriousness of the accusation. The Company commits to (a) attempt to work with the club member in a pursuit to rectify inappropriate behavior, (b) implement enforcement actions only when necessary and not in a purely punitive fashion, (c) implement enforcement actions only in the presence of convincing evidence of a violation, (d) implementing enforcement actions that are equal in proportion to the violation and (e) being fair, equitable and responsible in its decisions.
Enforcement
The remedies available to the Company are listed, but not limited to, in Section 9-2 of this document.
Disputes
You must conduct all activity in the best interests of the Company. As an Enroller and/or Sponsor, you shall use your best efforts to resolve disputes in your Downline Organization. Any personal disputes between club members must be resolved quickly, privately, and in the best interests of the Company.
9.4. General terms of the Contract between the Independent Contractor and the Company
1. Entire Agreement. The Contract (which is comprised of this Business Manual, the Marketing Plan & Career Guide, the Application and Service Agreement) contains the entire understanding concerning the subject matter hereof between the Company and the Independent Contractor, and is intended as a final, complete, and exclusive expression of the terms of the parties. This Contract supersedes and replaces all prior negotiations and proposed, but unexecuted agreements, either written or oral. Any prior agreements, promises, negotiations, or representations, either written or oral, relating to the subject matter of this Contract, are of no force or effect.
If there is any discrepancy between verbal representations made to the Independent Contractor by any employee or agent of the Company and the terms of the Contract, the express written terms and requirements of the Contract will prevail. Without limiting the generality of the foregoing, if there is any conflict between the documents that constitute the Contract and the Business Manual, then the terms of the Business Manual shall prevail.
2. Headings. The section and subsection headings in the Contract are inserted solely as a matter of convenience and for reference, and will not be considered in the construction or interpretation of any provision hereof. Unless the context otherwise specifically requires, all references to sections of the Contract will refer to all subsections thereof.
3. Amendments by the Company. The Company reserves the right to amend any provision of the Contract, provided that the amendments are communicated by the Company to the Independent Contractor at least thirty (30) days prior to taking effect. An amendment shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. The Company may communicate these modifications by posting any portion of the modified Contract on the Company’s website at us.coral-club.com, or by any other method of communication. The Independent Contractor is deemed to have accepted the amendment to the Contract if the Independent Contractor engages in any company Business, renews its contractorship, or accepts Commissions after the thirty (30) calendar days period is ended.
4. Warranties. The Company extends no product warranties, either expressed or implied, beyond those specifically articulated in the Contract. The Company disclaims and excludes all warranties regarding possible infringement of any United States or foreign patent, trademark, trade name, copyright, or trade secret arising from the Independent Contractor’s operations. The company hereby disclaims all warranties, express or implied, including, without limitation, all implied warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement. This disclaimer of warranty constitutes an essential part of this agreement.
5. Waiver. Any waiver by the Company of a Club Member’s breach of a Contract provision must be in writing and will not be construed as a waiver of any subsequent or additional breach by the Club Member. The failure by the Company to exercise any right or privilege under the Contract will not constitute a waiver of that right or privilege.
6. Severability. If any term or condition of this Contract is judicially invalidated, prohibited, or otherwise rendered unenforceable in any jurisdiction, it is unenforceable only to the extent of the invalid, prohibited or unenforceable provision in that jurisdiction only, and it will not render unenforceable or invalidate any other provision of the Contract, nor will the Contract be rendered unenforceable or invalidated in another jurisdiction. Furthermore, any provision found unenforceable may be partly enforced to the maximum extent enforceable under the law.
7. Force Majeure. The Club Member acknowledges that the Company is not liable for any damages or losses caused by the delay or inability to manufacture, sell, or deliver its products due to labor strikes, accidents, fire, flood, acts of civil authority, acts of God, acts of terrorists, or from any other causes that are beyond the control of the Company.
8. Governing Law, Arbitration, and Injunctive Relief. The State of Nevada is the place of the origin of this Contract and is where the Company accepted the offer of the Applicant to become a Club Member and where the Independent Contractor entered into the Contract with the Company. The Contract is therefore to be construed in accordance with the laws of the State of Nevada (without giving effect to any conflict of law provision or rule) as to contracts made and to be wholly performed within the State. Any controversy or claim arising out of or relating to the Contract or the breach thereof, or any controversy or claim relating to the business relationships arising between Club Members shall be resolved by mandatory, final, binding, non-appealable arbitration in Las Vegas, Nevada, United States of America. The parties to the Contract waive all rights to trial by jury or to any court. There shall be one arbitrator, who shall be impartial, independent, and mutually agreed upon by the parties to the arbitration within seven (7) calendar days following receipt of the written notice for demand for arbitration. If the parties do not reach agreement on a single arbitrator within such seven (7) calendar day period, the parties agree that the arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (except that there shall only be one arbitrator) and shall be governed by Nevada state law, including, but not limited to, the rules pertaining to the discovery process as found in the Nevada Rules of Civil Procedure. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and enforcement of the judgment shall be governed by Nevada state law. The parties shall equally share the assessed costs associated with the arbitration, including all arbitrator fees. If one party fails to pay its assessed costs, and such failure prevents the timely appointment of an arbitrator or delays ongoing arbitration proceedings, the other party may seek provisional remedies under the Nevada Uniform Arbitration Act, Nevada Code Section 78B-11-109, to compel the non-paying party to comply with its payment obligations. Such provisional remedies may be sought in the courts of the State of Nevada, Clark County, as the exclusive and sole jurisdiction and venue for such provisional actions, and each party hereby consents to personal jurisdiction and proper venue in those courts for such actions. The failure to pay assessed costs under this Section, and any resulting costs, expenses, or damages resulting from the other party being required to seek provisional relief, shall become an additional claim of the injured party in the underlying arbitration. The parties, AAA, and the arbitrator shall maintain the confidentiality of the entire arbitration process and may not disclose to any other person not directly involved in the arbitration process: (i) the substance of, or basis for, the controversy, dispute, or claim; (ii) the content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in the arbitration; or (iii) the terms or amount of any arbitration award. AAA and the arbitrator shall have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The parties agree that before or after a demand for arbitration is made that a party (in addition to any other remedies which it may have and which are hereby exclusively reserved) is entitled to preserve its rights under the Contract by seeking interim injunctive relief (a temporary restraining order, preliminary injunction and all other forms of interim relief available to the party filing the action) without a bond, and that the only venue for any suit shall be in the state courts located in Clark County, Nevada or, at the sole discretion of the Company, in the federal court located in Las Vegas, Nevada. The parties agree that such suit filed with the court: (a) is not a waiver of the rights of the party who filed the suit to proceed with any demand for arbitration it previously filed, and (b) will not in any way affect the rights of the party filing the suit to thereafter demand arbitration once the interim relief is obtained. The parties expressly waive any objections to personal jurisdiction or venue of such courts and to the arbitration being conducted in Las Vegas, Nevada, United States of America. The Club Member and the Company waive their right to commence, be a party to or class member of, a collective action in any court action against the other party or relating to the Contract. Further, the Company and the Club Member waive their right to commence or be a party to any group, class or collective action claim in arbitration or any other forum. The parties agree that any claim by or against a Club Member or the Company shall be heard without consolidation of such claim with any other Person or entity’s claim.
9. Class Action Waiver. Any action brought by a Club Member shall be brought on an individual basis, and not on behalf of a class or on a consolidated basis. Club Members waive all rights to bring an action against the Company, its officers, owners, directors, employees and agents as a class or consolidated action.
11. Attorney’s Fees. If any suit, action, or proceeding is brought to enforce any term or provision of this Contract, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, and expenses incurred, in addition to any other relief to which such party may be legally entitled.
12. Successors and Assigns. The Contract will be legal and binding upon and inure to the benefit of the heirs, devisees, executors, administrators, personal representatives, successors, and assigns (as applicable) of the respective parties hereto.
13. Indemnification. Club Members agree to indemnify the Company for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that the Company incurs resulting from or relating to any act or omission by a Club Member that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. The Company may elect to exercise its indemnification rights through withholding any compensation due to the Club Member. This right of setoff shall not constitute the Company’s exclusive means of recovering or collecting funds due the Company pursuant to its right to indemnification.
14. Limitation of liability. To the extent permitted by law, the company, its directors, officers, members, managers, shareholders, employees, assigns and agents (collectively referred to as “responsible parties”) shall not be liable for, and the Club Member releases company and its responsible parties from and waive all claims, for any loss of profits, indirect, direct, special or consequential damages, and for any other losses incurred or suffered by the Club Member as a result of: (i) Club Member’s breach of the contract, (ii) the promotion or operation of the contractorship and the contractorship business; (iii) Club Member’s incorrect or wrong data or information provided to the company or its responsible parties; or (iv) the Club Member’s failure to provide any information or data necessary for the company to operate its business.
Each Club Member agrees that the entire liability of the company and its responsible parties for any claim whatsoever related to the contract, but not limited to, any cause of action sounding in contract, tort, or equity, shall not exceed, and shall be limited to, the amount of products the Club Member has purchased from the company that are in currently marketable condition.