Policies and Procedures

Policies & Procedures

This Policies & Procedures article applies to the US.

INTRODUCTION

1.1 Mutual Commitment Statement

Signature Guestlist Inc. (hereinafter referred to as “Naba” and “Company”) strives to develop a long-term and mutually rewarding relationship with its Members and Customers.

In the spirit of mutual respect and understanding, Naba is committed to:

Providing prompt, professional, and courteous service to its Members and Customers;
Providing the highest quality of products, at fair and reasonable prices;
Exchanging or refunding the purchase price of any product, service, or membership as provided in Naba’s return policies;
Deliver orders promptly and accurately;
Paying accurate and timely commissions;
Expediting orders if an error or unreasonable delay occurs;
Rolling out new products and programs with Member’s input and planning;
Implementing changes to the Rewards Plan or this Statement of Policies and Procedures (the “Policies and Procedures”) with input from Members and/or Customers (Note: such changes will be effective thirty (30) days after the date any such changes are published by Naba);
Supporting, protecting, and defending the integrity of the Naba business opportunity;
Offering Members an opportunity to grow with Naba with such growth guided by the principles of servant leadership

In return, Naba expects that its Members will:

Conduct themselves in a professional, honest, and considerate manner;
Present Naba corporate and product information in an accurate and professional manner;
Present the Rewards Plan and return and exchange policies contained herein in a complete and accurate manner;
Not make exaggerated income or product claims;
Make reasonable effort(s) to support and train other Members and Customers in their downline;
Not engage in cross-line recruiting, unhealthy competition, or unethical business practices;
Provide positive guidance and training to Naba Members and Customers in their downline while exercising caution to avoid interference with other downlines. As such, a Member is discouraged from providing cross-line training to other Members or Customers in a different organization without first obtaining written consent of the Member’s or Customer’s upline leader;
Support, protect, and defend the integrity of the Naba business opportunity.

Therefore, we would like to ask you to read the following Code of Ethics as well as our Terms & Conditions very carefully, to make them your daily guiding principle for the performance of your activities.

1.2 Code of Ethics

Naba desires to provide its independent Members with the best products and services and Rewards Plan in the industry. Accordingly, Naba values constructive criticism and encourages the submission of written comments addressed to Naba’s Compliance Department.
Member’s negative and disparaging comments about Naba, its products, these Policies, or Rewards Plan, made to Naba, or to the field or at any Naba meeting and/or event, or disruptive behavior at any meeting and/or event, serve no purpose other than to dampen the enthusiasm of other Members and Customers. Naba Members must not belittle Naba, fellow Naba Members, Naba products or services, the Rewards Plan, or any and all Naba directors, officers, or employees, product suppliers, or agents. Such conduct represents a material breach of these Policies and Procedures and may result in suspension or termination of the offending Member’s Account.
Naba endorses the following code of ethics:

A Naba Member must show fairness, tolerance, and respect to all people associated with Naba, regardless of race, gender, social class, or religion, thereby fostering a “positive atmosphere” of teamwork, good morale, and community spirit.
A Member shall strive to resolve business disputes, including conflicts or disagreements with Upline and/or downline Organization Members with tact, sensitivity, and goodwill; and taking care not to create additional conflict.
Naba Members must be honest, responsible, and professional, and conduct themselves with integrity.
Naba Members shall not make disparaging statements about Naba, other Members, Naba employees, product suppliers or agents, products, services, sales and marketing campaigns, or the Rewards Plan.
Naba Members shall not make statements that unreasonably offend, mislead, or coerce others.

Naba may take appropriate action against a Member if it determines, in its sole discretion, that a Member’s conduct is detrimental, disruptive, or injurious to Naba or to other Members.

1.3 The Member Agreement

Throughout these Policies & Procedures, when the terms “Member Agreement” and/or “Agreement” are used, they collectively refer to the most current version of the following along with any addendums or exhibits thereto:

Naba Policies and Procedures; and
Naba Rewards Plan.

It is the responsibility of the Sponsoring Member to provide the most current version of these Policies and Procedures (available on the Naba website), the Rewards Plan, and any social media guidelines or any other guidelines that may be implemented from time to time and any amendments thereto to their downline Members and prospects.

1.4 Amendments to the Member Agreement

Because Federal, state, and local laws, as well as the business environment, periodically change, Naba reserves the right to amend the Agreement as well as the ‘Naba Product Price List’ (attached hereto as Addendum 1 and incorporated herein by reference) in its sole and absolute discretion. Notification of any such amendments shall appear in official Naba materials, Naba’s website, social media outlets, and/or Members’ back offices.
Any amendment to the Agreement shall be effective thirty (30) days following notice by one of the following methods:

Posting on the official Naba website;
Electronic mail (e-mail); or
Any Naba communication channels or social media outlets (i.e., Facebook, Instagram, Twitter, and/or Naba Community App).

Amendments to the Member Agreement shall not apply retroactively.

BASIC PRINCIPLES

2.1 Becoming A Naba Member

a. A Naba Member is an independent contractor. A Naba Member is not a franchisee, joint venture Partner, business Partner, employee, or agent of Naba, and a Naba Member is prohibited from stating or implying, whether orally or in writing, otherwise. A Naba Member has no authority to bind Naba to any obligation. Naba is not responsible for payment or co-payment of any employee benefits. A Naba Member is responsible for liability, health, disability, and workmen’s compensation insurance. A Naba Member is responsible for their own managerial decisions and expenditures including all estimated income and self-employment taxes. A Naba Member sets their own hours and determines how to conduct their Member business, subject to the Member Agreement and any other guidelines that may be implemented from time to time.

To become a Member, an applicant must:

Be of the age of majority (not a minor) in his or her state of residence;
Reside or have a valid address in the United States or U.S. territory in which Naba is licensed to operate;
Have a valid taxpayer identification number (i.e. Social Security Number or Federal Tax-ID (EIN);
Enter a verified mobile phone number, which is not in use or associated with any other Naba Account. This will be verified through a verification code sent to the applicant’s mobile phone number.
Acknowledge and agree to all communication sent by Naba, (including but not limited to emails, texts, broadcasts, letters, etc.) with choice to "opt-out" of these communications.

2.2 New Member Registration

A potential new Member may register on any Member/Sponsor’s website, subject to acceptance by Naba of the applicant’s online enrollment confirming the applicant has agreed to all terms and conditions of the Member Agreement.
Electronically submitted and/or signed documents, including, but not limited to, online submissions, automated credit card processing authorization documents, and the Member Agreement, are legally binding contracts that must not be altered, tampered with, or changed in any manner after they have been signed and/or submitted. False or misleading information, forged signatures, or alterations to any document, including business registration forms, may lead to sanctions, up to and including involuntary termination of the offending Member’s Account.
An applicant enrolling with Naba must identify a Sponsor in the online enrollment process. If the applicant later enrolls and identifies a different Sponsor, Naba will not accept the later enrollment. Naba reserves the right, at its sole discretion, to make the final decision with respect to any disputes regarding Member enrollments, Sponsors, and Placements.

Naba’s Member Responsibilities

3.1 Correct Address

It is the responsibility of the Member or Customer to make sure Naba has the correct shipping address before any orders are shipped.
A Member and/or Customer will need to allow up to seventy-two (72) hours for processing after a notice of address change has been received by Naba’s Support Team.

3.2 Training and Leadership

Sponsoring Members should have ongoing contact and communication with the Members in their downline Organization. Examples of communication may include but are not limited to, newsletters, written correspondence, personal telephone calls, team conference calls, voicemail, email, personal meetings, training sessions, events, workshops, and any other related contact. Any Naba business-related training outside of a Member’s Organization is prohibited. Members may not charge an admission fee for any Naba business-related training without prior written authorization from the Naba Compliance Department.
A Sponsoring Member should monitor the Members in his or her downline Organization to ensure that downline Members do not make improper product or business claims or engage in any illegal or inappropriate conduct. Upon request, a Sponsoring Member must provide documented evidence to Naba of his or her ongoing fulfillment of responsibilities outlined in Section 3.2.
Upline Members are encouraged to educate and train new Members about Naba’s products and services, effective sales techniques, the Rewards Plan, compliance with these Policies and Procedures, and any and all social media guidelines or any other guidelines issued by Naba. Marketing product is a required activity in Naba and must be emphasized in all recruiting presentations.
Use of Sales Aids. To promote Naba products and Naba business opportunity, Members are encouraged to use the sales aids and support materials produced or expressly authorized by Naba. Members may use and publish marketing materials they design only after such materials have been approved by Naba. A Member’s unauthorized use of sales aids or promotional materials, including but not limited to internet advertising and social media marketing on Facebook, Instagram, and the like, is a violation of these Policies and Procedures. Additionally, publishing marketing materials that violate statutes or regulatory laws governing how Naba’s products or business opportunity may be marketed is a violation of these Policies and Procedures and may result in immediate termination of the publisher’s Naba Account. Any such violations could jeopardize the Naba opportunity for all Members. Accordingly, Members must submit via email all sales aids, promotional materials, advertisements, websites, training material, flyers, along with any other literature to Naba’s Compliance Department for approval prior to use at support@naba.com. Unless the Member receives written approval to use the submitted material(s), the request shall be deemed denied. All Members shall safeguard and promote the good reputation of Naba and its products. The marketing and promotion of Naba, the Naba business opportunity, the Rewards Plan, and Naba products and services shall be consistent with the public interest and must avoid all discourteous, deceptive, misleading, unethical, or immoral conduct or practices.

3.3 Sponsorship

The Sponsor is the person who introduces a Member or Customer to Naba, helps them complete their enrollment, and supports and trains those in their downline.
Naba recognizes the Sponsor as the name shown on an applicant’s first enrollment submission to Naba.
An applicant may not enroll with Naba as a Member without personally accepting and agreeing to the terms and conditions of the Member Agreement.
Naba recognizes that each new prospect has the right to ultimately choose his or her own Sponsor, but Naba will not allow Members to engage in unethical Sponsoring activities.
All active Members in good standing have the right to Sponsor and enroll others into Naba. While engaged in sponsoring activities, it is not uncommon to encounter situations where more than one Member has approached the same prospect. In this scenario, the new prospect should be Sponsored by the first Member who presented a comprehensive introduction to Naba products or business opportunity.
In the event of a dispute regarding Sponsorship, Naba reserves the right to designate a prospect’s Sponsor and all such determinations are final.

3.4 Unethical Sponsoring

Unethical Sponsoring activities include but are not limited to, enticing, bidding, or engaging in unhealthy competition by attempting to acquire a prospect or new Member away from a fellow Member or influencing another Member to transfer to a different Sponsor.
Allegations of unethical sponsoring must be reported in writing to the Naba Compliance Department within the first 30 days of the new Member enrollment in question. If reports of unethical sponsoring are substantiated, Naba may transfer the Member or the Member’s downline to another Sponsor or Organization without approval from the current up-line Sponsor. Naba remains the final authority in such cases.
Naba prohibits the unauthorized manipulation of the Naba Rewards Plan and/or marketing plan to trigger commissions or cause the promotion of a downline Member in an unearned manner (hereinafter, “Stacking.”). For example, Stacking occurs when a Sponsor places Member(s) under an inactive downline without the Member’s knowledge to trigger unearned qualification for commissioning purposes. Stacking is an unethical, punishable offense that may result in immediate termination of the Accounts of all Members, individuals, and/or entities found to be involved.
Any Member who Solicits or entices members of another Direct Sales company to sell or distribute Naba products and services bears the risk of being sued by the other Direct Sales company. If any lawsuit, arbitration, or mediation is brought against a Member alleging that they engaged in inappropriate Solicitation of another company’s sales force or customers, Naba will not pay any of Member’s defense costs or legal fees, nor will Naba indemnify the Member for any judgment, award, or settlement.

3.5 Cross Sponsoring Prohibition

“Cross Sponsoring” is the enrollment into a different Line of Sponsorship of an individual or Business Entity that previously enrolled as a Member. Actual or attempted cross Sponsoring is strictly prohibited and may result in termination of the offending Member’s Account.
Enrollment through use of a Spouse or relative’s name, trade name, assumed name, Business Entity, or fictitious identification of any kind to evade or circumvent this Cross-Sponsoring Policy is strictly prohibited.
This Policy does not prohibit the transfer of a Naba Account and business in accordance with the Transfer of Sale or Transfer Policy set forth in these Policies.

3.6 Solicitation for Other Companies or Products

During the term of the Member Agreement and for six (6) months thereafter, a Naba Member may not Solicit any fellow Naba Member or Active Customer for any Direct Sales or Network Marketing business, unless that Member or Customer was personally Sponsored by such Member.
During the term of the Member Agreement, a Naba Member may not offer or sell Competing Products or Solicit any fellow Naba Member or Active Customer for any Competing Product opportunity, or any other Direct Sales/Network Marketing opportunity.
A Member is prohibited from Soliciting any fellow Naba Member or Customer for any non-Naba opportunity at or immediately following any Naba-related meeting, event, seminar, convention, or other forum of any kind, live or virtual (e.g. online chats, Naba Facebook Groups, Naba Community app, live video streams, etc.), that other Naba Members or Customers are known to be attending. A Member may also not offer or sell any “swag” (clothing, accessories, shakers, etc.) at any such event without the prior written authorization of Naba’s Compliance Department.
A Member may not charge an admission fee to any opportunity or business building event/party, educational event, seminar, webinar, convention, or other forum of any kind, live or virtual, put on by the Member without prior written authorization from the Naba Compliance Department. Any Member seeking authorization under this paragraph must submit a written request to support@naba.com.
A Member may not display or bundle Naba products or services with any Competing Product, or any other Direct Sales/Network Marketing product or opportunity, in any sales or marketing materials or meetings, online or otherwise, to avoid confusing or misleading a prospective Customer or Member into believing there is a relationship between Naba and the Competing Product.
A Member shall not Solicit any person or entity in the Naba community for any non-Naba business-related training or educational services that require participants to pay an admission fee without prior written authorization from the Naba Compliance Department. Any Member seeking authorization to conduct training under this provision must submit a written request to support@naba.com that fully describes the nature of training, the training curriculum, the date of the proposed training, remuneration, if any, and the people or entity that will receive the training. Any approval granted by Naba terminates at the conclusion of the specific training event described in Member’s written request and Member must seek approval under this provision for any and all future training events.
A violation of any of the provisions in this section shall constitute unreasonable and unwarranted contractual interference between Naba and its Members and will inflict irreparable harm on Naba. In such event, Naba may, at its sole discretion, impose any sanction it deems necessary and appropriate against the Member including termination of the offending Member’s Account, and/or seeking immediate injunctive relief without the necessity of posting a bond in addition to any other legal remedies that Naba may be entitled.

AGREEMENTS & GENERAL UNDERSTANDINGS

4.1 Rights Granted

Naba hereby grants to the Member a non-exclusive right, based upon the terms and conditions contained in the Agreement to:

Purchase Naba products and services;
Promote and sell Naba products and services; and
Sponsor new Members and Customers in countries where Naba is currently authorized to do business or becomes authorized to do business in the future.

No feature of the Naba Rewards Plan constitutes a personal purchase requirement to become a Member, move up in rank, or otherwise fully participate in the Rewards Plan. No product purchase is required of anyone at any time to fully participate as a Member.

4.2 Naba Account Renewals and Downgrade of the Member’s Naba Account to a Customer Level Due to Nonpayment of the Annual Membership Renewal Fee

A Member must pay a membership fee upon enrolling with Naba and a membershiprenewal fee on an annual basis thereafter. If a Member fails to pay the annualmembership renewal fee when it is due, the Member’s Account will be downgraded to aCustomer level and the Member will lose any and all rights to earn any commissionsand/or bonuses associated therewith. The Member shall not be eligible to re-enroll withNaba under a new Sponsor for six (6) months following the downgrade of the Account toa Customer level. Upon downgrade of the Account, the commissions will roll up to theimmediate, active Upline Sponsor.
If a Member pays the membership renewal fee after it is due the Member is not eligibleto receive commissions or bonuses for any part of the period the Account wasdowngraded to a Customer level.
By enrolling as a Member, you consent to Naba charging your card an annualmembership fee. This fee will be charged each year you elect to remain a Member. Ifyou would like to cancel your membership or otherwise modify the method of payment orrecurring charge, you may do so by contacting Naba at support@naba.com

4.3 Effect of Termination

Following voluntary or involuntary termination of a Member’s Naba Account (collectively, “Termination”) such Member:

Shall have no right, title, claim, or interest to any commission or bonus, including Naba points, from the sales generated by the Member’s former Organization or any other payments in association with the Member’s terminated Account;
Effectively waives any and all claims to property rights or any interest in or to the Member’s former downline Organization and Account; and
Shall receive commissions and bonuses only for the last full pay period in which the Member was active prior to termination, less any amounts withheld during an investigation preceding an involuntary termination, less Naba points which are not redeemable for cash, and less any other amounts owed to Naba.
Upon termination or dormancy due to inactivity for one (1) year or more, theMember forfeits all funds in its commissions and/or Pay-Out Accounts andauthorizes Naba to seize funds and close the Accounts.

4.4 Modifying a Member’s Naba Account

A Member may modify his or her existing Naba Account to add a Spouse or partner to the Member’s Account or change the form of ownership from an individual to a Business Entity by submitting a written request to Naba’s Support Department and returning any documentation requested by Naba’s Support Department to make such modification.

4.5 Unauthorized Transfer & Re-Enrollment

In the event a Member discovers that a Member in their downline has re-enrolled under a different Member, the Member has thirty (30) days from the date the downline Member enrolled under a new Member to notify the Naba Compliance department and request the downline Member be transferred back to his/her downline. Upon the expiration of the thirty (30) day notice period, the right to re-claim a new Member to his or her downline will be waived.

4.6 Change of Sponsors or Placement for Members

Placement changes/corrections may be requested within seventy-two (72) hours from the time a first order is placed in connection with the requesting Member’s Account. Such adjustments require written permission directed to Naba’s Support Department submitted from the personal back office of the Sponsor as well as the Member to be moved and in some cases the Upline Member.
Sponsor changes are generally not permitted. However, Sponsor corrections can be made if they are reported to Naba’s Support Department within seventy-two (72) hours from the time a first order is placed in connection with the requesting Member’s Account. Sponsor corrections must be requested from the back office of the current (original) Sponsor, stating the reason that the correction needs to be made.
At the discretion of Naba, Members who have not ordered Naba products or services for at least twelve (12) months, and whose Account has not been terminated, are eligible to re-enroll in Naba under the Sponsor/Placement of their choice.
When a former Member re-enrolls with Naba, Naba will “compress” (close) the Member’s original Account, and a new Naba User ID number be issued to the Member. In this scenario, a Member does not retain former rank, downline Organization, or rights to commissions from the Member’s former Naba business or Account.
Naba reserves the right to correct Sponsor or Placement errors at any time and in whatever manner it deems necessary in its sole discretion.

4.7 Change of Organizations

If a Member wishes to change Organizations within Naba, the Member must submit a notice of voluntary termination to the Naba Compliance Department in accordance with Section 4.10 below, and remain inactive (place no orders, or be on an auto-ship) with or in Naba for six (6) months from the date Naba acknowledges receipt of the notice before being eligible to re-enroll under a different Sponsor/Placement.
Naba retains the right to approve or deny any request to re-enroll after a Member’s termination. Members within the same downline Organization simultaneously submitting notices of voluntary termination to transfer Organizations in accordance with Section 4.8 (a) will be deemed an abuse of these Policies.
If re-enrollment is approved, the former Member will be issued a new Naba User ID after accepting and agreeing to the terms of the Member Agreement in effect at that time. The re-enrolled Member will not be entitled to keep any former rank, downline, or rights to commissions associated with the Member’s prior Naba User ID/Account.

4.8 Placement Lounge

When a Member personally enrolls Members or Customers, they are automatically placed in the Member’s Placement Lounge as described in Addendum 2 attached hereto, for up to six (6) months.
Member has up to six (6) months to place the new Member or Customer into an open position in their Organization placement tree. Upon the expiration of six (6) months, this option expires indefinitely. Once a Member or Customer in the Placement Lounge has been placed, they cannot be moved again.

4.9 Voluntary Termination

A Member may immediately terminate his or her Account and Naba business associated therewith by submitting a written notice via email to the Naba Compliance Department at support@naba.com. The written notice must include the following:

Statement of the Member’s intent to terminate the Account;
Date of termination;
Member’s Naba User ID;
Reason(s) for terminating the Account; and
Member’s signature.

A Member may not use voluntary Account termination as a way to immediately change Sponsor or Placement. A Member who has voluntarily terminated an Account is not eligible to re-enroll with Naba or have any financial interest in or any Naba business for six (6) months from Naba’s receipt of the written notice of termination. A terminated Member who promotes Naba products or services during this six (6) month waiting period by using another Member’s or Customer’s referral code is in violation of this provision and shall not be permitted to re-enroll until six (6) months following any such offending conduct has ceased.

4.10 Involuntary Termination

Naba reserves the right to terminate a Member’s Account for, but not limited to, the following reasons:

Violation of any provision of the Member Agreement;
Violation of any applicable law, ordinance, or regulation related to the Member’s Naba business;
Engaging in unethical business practices or violating standards of fair dealing; or
Returning over $500 worth of Naba product, services, and/or sales tools for a refund within a twelve (12) month period.
Member initiates, joins, or otherwise voluntarily participates in a lawsuit against Naba, its directors, officers, employees, and/or agents.

Naba will notify the Member in writing via email and certified mail, return receipt requested or overnight documented mail, at the Member’s last known address, of Naba’s intent to terminate the Member’s Account and the reasons for termination. The involuntary termination will be effective date as of the written notice.
A former Member shall thereafter be prohibited from using the names, marks or signs, labels, stationery, advertising, or business material referring to or relating to any Naba products or services. Naba will notify the active Upline Sponsor within ten (10) days after termination. The Organization of the terminated Member will “roll up” to the active Upline Sponsor on record.
A Member who is involuntarily terminated by Naba may not re-enroll as a Member, either under his or her present name or any other name or Business Entity, without the express written consent of an officer of Naba, following a review by the Naba Compliance Committee. If such consent is granted, the Member may not re-enroll as a Member for twelve (12) months following the date of termination.

BUSINESS ENTITIES

5.1 Definition

A corporation, partnership, limited liability company, or trust (collectively, a “Business Entity”) may enroll as a Member if residing in the United States. Members residing in Mexico and Canada are not eligible to enroll as a Business Entity.
A Member may change their status under the same Sponsor from an individual to a Business Entity in accordance with Section 4.4 of these Policies.

5.2 Indemnification for Actions

A Member is fully responsible for all of his or her verbal and written communications made regarding Naba products, services, and the Rewards Plan that are not expressly contained within official Naba materials. Members shall indemnify and hold harmless Naba, its directors, officers, employees, product suppliers, and agents from any and against all liability including judgments, civil penalties, refunds, attorney’s fees, and court costs incurred by Naba as a result of the Member’s unauthorized representations or actions. This provision shall survive the termination of the Member Agreement and a Naba Account.

5.3 Insurance

Naba encourages Members to obtain insurance coverage for their Naba business. A homeowner’s insurance policy does not cover business-related injuries, or the theft of, or damage to, inventory or business equipment. Members should contact their insurance agent to make certain their business property is protected. In many instances, this may be accomplished with a “Business Pursuit” endorsement to an existing homeowner’s policy.

POLICY VIOLATIONS

6.1 Reporting Policy Violation

A Member who observes a violation of these Policies and Procedures by another Member or Customer should submit any such violation(s) to the Naba Compliance Department via email to support@naba.com. The email should include:

The nature of the violation(s);
Specific facts to support the allegations;
Dates;
Number of occurrences;
Persons involved; and
Supporting documentation

The Compliance Department will investigate the reported violation(s) and Naba will take appropriate action if warranted.

6.2 Adherence to the Naba Rewards Plan

A Member must adhere to the terms of the Naba Rewards Plan.
A Member shall not offer the Naba business opportunity through or in combination with, any other system, program, or method of marketing other than that specifically set forth in Official Naba Literature.
A Member shall not require or encourage a current or prospective Member to participate in Naba in any manner that varies from the Rewards Plan as set forth in Official Naba Literature.
A Member shall not require or encourage a current or prospective Member to make a purchase from or payment to any individual or other entity as a condition of participating in the Naba Rewards Plan.

6.3 Adherence to Laws and Ordinances

Many cities, counties, and townships have laws regulating certain home-based businesses. Members and Customers shall comply with all federal, state, and local laws, ordinances, and regulations in conducting his or her Naba business.
A Member understands and agrees that he/she/it is solely responsible for any and all fines and liabilities incurred as a result of the Member’s or Customer’s violation(s) of applicable laws, regulations, and/or ordinances.

6.4 Compliance with Applicable Tax Laws

A Member accepts sole responsibility for and agrees to pay all federal, state, provincial, and local taxes on any income generated as a Member, and further agrees to indemnify Naba from any failure to pay any such taxes when due. Naba encourages Members to consult with his/her/its tax advisor(s) to ensure they are compliant with all applicable laws and understand the tax consequences as an independent contractor. At the end of each calendar year, Naba will issue to each Naba Member IRS Form 1099, or other applicable documentation required by law, for non-employee compensation of a Naba Member.
If a Member’s business is tax-exempt, the Federal Tax-ID (EIN) must be provided to Naba in writing along with any additional documentation requested reflecting such status.
Naba is required to charge and remit sales tax to the various states or provinces based on the retail price, including receipt of trips, prizes, or awards. In the United States, Naba will charge and remit sales tax based on charges in the amount of $600.00 or more per calendar year.

6.5 One Naba Account Per Member

A Member may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one (1) Naba Account and business associated therewith. No individual (together with their Spouse) may have, operate or receive compensation from more than one Naba Account and business associated therewith. Individuals of the same Family Unit, excluding Spouses, may each enter into or have an interest in their own separate Naba Account, only if each subsequent family position is placed frontline to the first family member enrolled. Each position must build their position separate and independent of the other or the position will be deemed to be Stacking. In the event two Members that have established Accounts subsequently get married, they are eligible to maintain their separate Accounts.

6.6 Actions of Household Members or Affiliated Parties

If any member of a Member’s immediate household engages in any activity which, if performed by the Member, would violate any provision of the Member Agreement, such activity will be deemed a violation by the Member and Naba may take disciplinary action pursuant to these Policies and Procedures against the Member. Similarly, if any individual associated in any way with a Business Entity violates the Member Agreement, such action(s) will be deemed a violation by the Business Entity, and Naba may take disciplinary action against the Business Entity. Likewise, if a Member is a Business Entity, any owner, member, officer, and/or affiliate of that Business Entity shall be personally and individually bound to, and must comply with, the Member Agreement.

6.7 Identification Numbers and Pay-Out

Each Member is required to provide a Social Security Number or Federal Tax-ID (EIN), if located in the United States or any of its territories to Naba at the time Member initiates a transfer of funds or earnings accumulated in the Member’s Wallet. The transferring and disbursement of commission payments or bonuses acquired is known as a “Pay-Out” and Naba reserves the right to withhold Pay-Out from any Member who fails to provide a valid Social Security Number or Federal Tax-ID (EIN) or who provides false information.
Upon enrollment, Naba will provide a Naba User ID to the Member. This number will be used to place orders, structure Organizations, and track commissions and bonuses.

6.8 Sale, Assignment, or Transfer of Ownership

In order to preserve the integrity of the hierarchical structure, it is necessary for Naba to place restrictions on the transfer, assignment, or sale of a Member’s Naba Account and business associated therewith.
A Member may not sell, assign, or transfer his or her rights or delegate his or her Account or position as a Member without Naba’s prior written approval, which will not be unreasonably withheld. All parties involved in any transaction described in this Section 6.8 must be in good standing with Naba to be eligible for any proposed sale, assignment, or transfer. Any attempted sale, assignment, or transfer without Naba’s approval may be voided at the discretion of Naba.
Any approved buyer/assignee/transferee shall assume the position of the Member at the current qualified title, but at the current “paid as” rank, at the time of the sale and acquire the Member’s downline Organization.
To request the sale, transfer, or assignment of a Naba position, a Member must request a Transfer of Account Request Form from Naba’s Support Department and submit the following items to the Naba Compliance Department:

a fully executed, dated, and properly completed Naba Transfer of Account Request Form;
a fully executed, dated, and notarized agreement between the Member and the proposed buyer/transferee/assignee; and
any additional supporting documentation requested by Naba.

Any debt obligations that any party involved in the proposed transaction may have with Naba must be satisfied in full prior to the approval of any sale, transfer, or assignment.
A Member who sells, transfers, or assigns his/her/its Naba position is not eligible to re-enroll as a Naba Member for six (6) full calendar months following the date of the sale, transfer, or assignment except as otherwise expressly permitted by these Policies and Procedures.

6.9 Separating a Naba Business

Pending a divorce or dissolution of a Business Entity, the parties must adopt one of the following methods of operation:

One of the parties may, with the written consent of the other(s), operate the Naba business whereby the relinquishing Spouse, shareholder, partner, member, or trustee (“Relinquishing Party”) authorizes Naba to deal directly and solely with the non-Relinquishing Party.
The parties may continue to operate the Naba business jointly on a “business as usual” basis. All compensation paid by Naba will be to the individual(s) or Business Entity named as the Member on the Account and the Member shall indemnify Naba from any and all claims of any other party with respect to the Naba business and Account and any payment(s) made in connection therewith.

Naba recognizes only one downline Organization and will issue only one commission payment transfer per Naba Account per commission cycle. Under no circumstances will the downline of an Organization be divided, nor will Naba split commissions and/or bonuses.
If a Relinquishing Party has completely relinquished, in writing, all rights to the original Naba business and Account, the Relinquishing Party may immediately thereafter re-enroll under the Sponsor and Placement of his or her choice. In such cases, however, the Relinquishing Party shall have no rights to, and shall not solicit, any Member or active Customer in the former Organization, and must develop a new business in the same manner as any other new Naba Member. A Member in the Relinquishing Party’s former downline Organization who wishes to transfer to the Relinquishing Party’s new Organization or to any other Organization must comply with the requirements in Section 4.0.

6.10 Succession

The Member Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
Upon the death or incapacity of a Member, the Member’s Account and business associated therewith may be passed on to his or her legal successors in interest (“Successor”). Whenever a Naba business is transferred by will, the successor acquires the right to collect all bonuses and commissions of the deceased Member’s sales Organization. The Successor must:

Accept and agree to all terms of the Member Agreement;
Comply with the terms and provisions of the Member Agreement; and
Meet all of the qualifications for the last rank achieved by the former Member.

Any bonuses and/or commissions transferred pursuant to this section will be paid in a single transfer to the successor, except for Naba points which hold no cash value. The successor must provide Naba with an “address of record” to which all bonuses and commissions Pay-Out will be sent. Payments will be based on the current performance of the position, not the highest rank or volume achieved.
If a Naba business is bequeathed to joint devisees, they must form a Business Entity and acquire a Federal Tax ID (EIN). Naba will issue all bonus and commission payments to the managing Business Entity only.
Appropriate legal documentation must be submitted to the Naba Compliance Department to ensure the transfer is done properly. To affect a testamentary transfer of a Naba business, the Successor must provide the following to the Naba Compliance Department:

A certified copy of the death certificate; and
A notarized copy of the will.

To complete a transfer of the Naba business because of incapacity, the Successor must provide the following to the Naba Compliance Department:

A notarized copy of an appointment as trustee;
A notarized copy of the trust document or other appropriate legal documentation establishing the trustee’s right to administer the Naba business; and
The Member Agreement accepted and agreed to by the trustee in writing.

If the Successor is already an existing Member, Naba will allow such Member to keep his or her own position plus the inherited position active for up to six (6) months. By the end of the six (6) month period, the Member must have compressed (if applicable), sold, or otherwise transferred either the existing position or the inherited position.
If the Successor wishes to terminate the Naba position, he or she must submit a notarized statement stating the desire to terminate the position, along with a certified copy of the death certificate, appointment as trustee, and/or any other appropriate legal documentation.
Upon written request, Naba may grant a one (1) month bereavement waiver and payout at the last “paid as” rank.

DISCIPLINARY ACTIONS

7.1 Imposition of Disciplinary Action - Purpose

It is the spirit of Naba that integrity and fairness should pervade among its Members, thereby providing everyone with an equal opportunity to build a successful business. Therefore, Naba reserves the right to impose disciplinary sanctions at any time, when it has determined that a Member has violated the Agreement, as it may be amended from time to time by Naba in accordance herewith.

7.2 Consequences and Remedies of Breach

Disciplinary actions may include one or more of the following:

Monitoring a Member’s conduct over a specified period of time to assure compliance;
Alerting the Member’s upline so that the upline may further educate Member and/or take proactive action to protect the Naba community from cross-recruiting, disparagement, etc.;
Issuance of a written warning or requiring the Member to take immediate corrective action;
Imposition of a fine (which may be imposed immediately or withheld from future commission payments) or the withholding of commission payments (“Commission Hold”) until the matter causing the Commission Hold is resolved or until Naba receives adequate additional assurances from the Member to ensure future compliance;
Suspension from participation in Naba or Member events, rewards, or recognition;
Suspension of the Naba Member Agreement and position for one or more pay periods;
Involuntary termination of the Member’s Agreement and position;
Any measure or combination of measures above which Naba deems feasible and appropriate to justly resolve injuries caused by the Member’s policy violation or contractual breach; or
Legal proceedings for monetary or equitable relief.

7.3 Suspension Procedures

First Violation: Counseling and initial warning letter.

A first violation usually occurs because the Member is not familiar with the Policies and Procedures or the law. Counseling and the initial warning provide an opportunity for the Compliance Department to bring to the attention of the Member the Policies and Procedures and the specific violation, and to provide counseling on complying with the Policies and Procedures and applicable laws. The Compliance Department will also describe expectations and steps the Member must take to resolve the violation including, but not limited to, either removing or revising the non-compliant claim or how to remedy other policy violations. Within three days of such notice, the Compliance Department will determine if the non-compliant material or other policy violation has been remediated. If so, the Compliance Department will close the file. If not, the Compliance Department will proceed to 2nd violation notice described below.

Second Violation: Second warning letter and suspension.

Although it is hoped that the Member will promptly correct the violation(s), Naba recognizes that this may not always occur. The second written warning indicates the seriousness of repeated violations and will prompt a temporary suspension of the Member’s account. During the suspension period, the Member waives any and all rights to Pay-Out and must submit a signed reinstatement letter wherein the Member acknowledges the violation(s) and describes the steps taken to correct the violation(s). Once the reinstatement letter is accepted by Naba, the suspension will be lifted and the Member will be able to request a Pay-Out. The Member may be subject to additional discipline up to and including termination if the violation is not remedied or further violations occur.

Third Violation: Suspension and final written warning.

Repeated violations of the Policies and Procedures are very problematic and potentially harmful. Therefore, the most effective and prudent action is suspension of the Member and forfeiture of commissions for at least a month. The final written warning letter will include notification of such suspension, the extent of the commission forfeiture, and an indication that if the Member violates the Policies and Procedures again, the Member will be terminated immediately.

Fourth Violation: Termination.

As described above, Naba will try to exercise the progressive nature of the discipline policy by first providing warnings, a final written warning, and suspension and commission forfeiture before proceeding to termination of the Member’s Naba Account. Naba will notify the Member in writing if/when the Account is terminated.
Naba reserves the right to combine and omit steps depending on the circumstances of each situation and the nature of the violation. Furthermore, Member may be terminated without prior notice or disciplinary action, as authorized by the Policies and Procedures.

DISPUTE RESOLUTION

8.1 Grievances Against Another Member

If a Naba Member has a grievance or complaint against another Member regarding any practice or conduct relating to their Naba businesses, he or she is encouraged to resolve the issue directly with the other party. If an agreement cannot be reached, it must be reported directly to the Naba Compliance Department as outlined below.
The Naba Compliance Department will be the final authority on settling grievances or complaints and its written decision shall be final and binding on the Members involved.
Naba will confine its involvement to disputes regarding Naba business matters only. Naba will not decide issues that involve personality conflicts or unprofessional conduct by or between Members outside the context of a Naba business. These issues go beyond the scope of Naba and may not be used to justify a Sponsor or Placement change or a transfer to another Naba Organization.
Naba does not consider, enforce, or mediate third-party agreements between Members, nor does it provide names, funding, or advice for obtaining outside legal counsel.
Process for Grievances:

The Naba Member should submit a letter of complaint (e-mail will be accepted) directly to the Naba Compliance Department. The letter shall set forth the details of the incident as follows:

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

Upon receipt of the written complaint, Naba will conduct an investigation according to the following procedures:

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

Naba will make a final decision and timely notify the Naba Members involved.

8.2 Mediation of Disputes Between a Member and Naba

Member and Naba (collectively “the Parties”) recognize disputes and differences may arise between the Parties and therefore agree it is in their best interest to appoint an impartial mediator to resolve such disputes as they arise. Mediation of a dispute may allow the parties to avoid the cost and inconvenience of litigation in court.
The Parties should exchange all documents pertinent to the relief requested. The mediator may request the exchange of memoranda and other information; items that a party wishes to keep confidential may be sent to the mediator in a separate communication.
The mediator shall not be a legal representative of any party.
Unless otherwise agreed to by the Parties, the mediation shall take place in Chambers County, Texas, on a date that is mutually agreeable among the Parties and the mediator. Participation in the mediation by telephone will be permitted to prevent inconvenience to a party.
The mediator shall allow the Parties to be represented by their respective advocates, who have the authority to consummate a settlement. Any party may participate without representation (pro se).
Mediation sessions and related mediation communications are private proceedings. For this reason, only the Parties and their legal representatives may attend mediation sessions. Other persons may attend only with the permission of the Parties and with the consent of the mediator.
Each Party will pay its own costs and expenses of the mediation unless the Parties agree otherwise.
The Parties agree that all mediation communications are privileged and not subject to discovery or admissible in evidence in a proceeding unless waived or precluded by both Parties or unless the evidence would otherwise be admissible or subject to discovery if it were not by reason of its disclosure or use in mediation.

The jurisdiction and venue of any controversy or claim brought under this mediation provision shall be in Chambers County, Texas. The Parties further agree that the laws of the State of Texas shall govern all matters, claims, or controversy submitted to mediation pursuant to the Agreement.

8.3 Severability

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

8.4 Waiver

Only an officer of Naba can, in writing, affect a waiver of these Policies and Procedures. Naba’s waiver of any particular breach by a Member shall not affect Naba’s rights with respect to any subsequent breach, nor shall it affect the rights or obligations of any other Member.
The existence of any claim or cause of action of a Member against Naba shall not constitute a defense to Naba’s enforcement of any term or provision of these Policies and Procedures.

8.5 Governing Law

The Parties agree that the jurisdiction and venue of any controversy or claim arising from the Member Agreement or between Naba and the Member shall be in Chambers County, Texas. The law of the State of Texas shall govern all matters relating to or arising from the Member Agreement or between Naba and Member, without regard for any provisions regarding choice of law.

8.6 Class Action Waiver

The parties expressly intend and agree that:

Class action and representative action procedures are hereby waived and shall not be asserted, nor will they apply, in any court or arbitration; and,
The parties will only submit their own, individual claims in any court or arbitration and will not seek to represent the interests of any other person.

The court or arbitrator is not empowered to consolidate the claims of different individuals into one proceeding, or to hear any litigation or arbitration as a class action.
As a Naba Member and/or Customer, I agree that I will not assert class or collective action claims against Naba in arbitration, court, or otherwise, nor will I join or serve as a member of a class or collective action in arbitration, court or otherwise.
As a Member and/or Customer, I understand that this means that there will be no right or authority for any dispute to be brought, heard, or arbitrated as a class or collective action by me or Naba.

PAYMENT OF COMMISSIONS & BONUSES

9.1 Bonus and Commission Qualifications

A Member must be active and in compliance with any and all Naba Policies and Procedures set forth herein, along with all guidelines implemented to qualify for bonuses and commissions. So long as a Member complies with the terms and conditions set forth in the Agreement, Naba shall pay commissions to such Members in accordance with the Rewards Plan and any amendments thereto.
Naba will not issue payment in any form to a Member without receipt of a Member’s annual membership and renewal membership fee and a properly completed electronic enrollment as Naba Member, including the Member’s acceptance of and agreement to the Member Agreement.
Naba reserves the right to postpone bonus and commission payments until such time the cumulative amount exceeds $25.00.
Bonuses in the form of Naba points are not redeemable for cash.

9.2 Computation of Commissions and Discrepancies

In order to qualify to receive commissions and/or bonuses, a Member must be in good standing and comply with the terms of the Agreement. Commissions, bonuses, overrides, and achievement levels are calculated on a daily, monthly, or yearly basis.
A Naba Member must review his or her monthly statement and bonus/commission reports promptly and report any discrepancies within thirty (30) days of receipt. After the thirty (30) day “grace period” no additional requests will be considered for commission recalculations.
For additional information on payment of commissions, please review the Rewards Plan.
Naba reserves the right, in its sole discretion, to modify or amend the terms or conditions of any Bonus or Bonus Pool. Furthermore, Naba may amortize the payment of proceeds from a Bonus or Bonus Pool.

9.3 Adjustments to Bonuses and Commissions for Returned Products or Member Memberships.

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

ORDERING PRODUCT

10.1 General Product Ordering Policies

“Bonus Buying” is strictly and absolutely prohibited. Bonus Buying includes; (a) the enrollment of individuals or entities without the knowledge of and/or execution of an Application by such individuals or Business Entities; (b) the fraudulent enrollment of an individual or entity as a Member or Customer; (c) the enrollment or attempted enrollment of non-existent individuals or Business Entities as Members or Customers (“phantoms”); (d) purchasing Naba products or services on behalf of another Member or Customer, or under another Member’s or Customer’s ID number, to qualify for commissions or bonuses; (e) purchasing excessive amounts of products, services or smartships that cannot reasonably be used or resold in a month; and/or (f) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product or service purchases by end consumers.
Naba requires that Members use their own credit cards and not allow others to use them. A Member shall not use another Member’s or Customer’s credit card or debit account to enroll in Naba or purchase products, services, or smartship.
Regarding an order with an invalid or incorrect payment, Naba will attempt to contact the Member by phone, mail, or e-mail in order to obtain another form of payment. If these attempts are unsuccessful after the expiration of ten (10) business days, the order will be canceled.
Prices are subject to change without notice.
A Member or Customer who is a recipient of a damaged or incorrect order must notify Naba within thirty (30) calendar days from receipt of the order and follow steps set forth in these Policies and Procedures, along with Naba Return/Exchange Policies and other guidelines pertaining to product returns and exchanges.

10.2 Sales to Customers

Sales to retail customers may be done directly through Members’ replicated websites or directly using products that Naba has in inventory.
Members will comply with applicable consumer protection laws and regulations (including any consumer rights to receive specific notices and any rights to return products) afforded to consumers under applicable consumer protection legislation.
When making a sale to an end Customer, a Member must provide him/her with an official Naba retail receipt at or prior to the time of the initial sale and every sale thereafter. Member will need to customize the template with his/her personal information. If the Customer exercises the right to cancel the sale, Member shall follow the refund procedures described in this section.
The Customer should return all unused product to Naba. These sales receipts set forth the consumer protection rights afforded by applicable law for direct sales, including the right to cancel (without any reason) the sales receipt up to ten (10) days after the end Customer receives a copy of the receipt or invoice.

10.3 Insufficient Funds

All electronic payments that are declined for insufficient funds will be automatically re-submitted for payment.
Any outstanding balance owed to Naba by a Member or Customer of a Member from non-sufficient funds (“NSF”) or insufficient fund (“ACH”) fees, will be withheld by Naba from that Member’s future bonus and commission funds.
All transactions involving insufficient funds through ACH or credit card, which are not resolved in a timely manner by the Member, constitute grounds for disciplinary sanctions or termination of the account.
d) If a credit card order or automatic debit is declined the first time, the Customer or Member will be contacted directly and a request for an alternate form of payment will be made before any product will be shipped. If payment is declined a second time, the Customer or Member may be deemed ineligible to purchase Naba products or services or participate in the monthly auto-ship. Note: Participation by Members in Naba’s monthly SmartShip (a recurring product order program) is entirely optional and is not required in order to become a Member, move up in rank, or otherwise, fully participate in the Naba Rewards Plan.

10.4 Credit Card Purchases

Credit card purchases may only be made by the individual or Business Entity whose name appears on the credit card. A Member or Customer may not use another individual’s or Business Entity’s credit card to purchase Naba products (regardless of whether that Member/Customer has permission from that individual/entity to do so). Naba considers such transactions fraudulent and will report them to the proper authorities for settlement.
Under no circumstance will any Member or Customer chargeback any credit card purchase. The Member or Customer Account associated with any credit card chargeback request will be terminated immediately without notice to the Member or Customer.
Upon termination of a Member’s Account, the Member’s Naba points balance will be cleared, as they are not redeemable for cash.
All Member or Customer requests for refunds or returns must be done in accordance with these Policies.

10.5 Sales Tax Obligation

Members shall comply with all federal, state, and local tax laws and regulations governing the sale of Naba products and services.
Naba collects and remits sales tax on all Member and Customer orders. When orders are placed with Naba, sales tax is prepaid based upon the suggested retail price and remitted to the appropriate state and local jurisdictions. Members may recover the sales tax when he or she makes a sale. Members are responsible for any additional sales taxes due on products marked up and sold at a higher price.
Naba encourages each Member to consult with a tax advisor for additional information for his or her business.

10.6 Refund Policy

Naba Customers.

U.S. Customers: If within thirty (30) days of purchasing Naba product a Customer is not satisfied with the product for any reason, the Customer may contact support@naba.com to return the unused portion of the product for a full refund of the product purchase amount, minus shipping and handling charges incurred. After thirty (30) days but no more than ninety (90) days post purchase, only product which is in Resalable condition as that term is defined in the Glossary below. A Customer may contact support@naba.com to return the Resalable product for a full refund minus shipping and handling charges incurred in this timeframe. Because Naba cannot guarantee the quality of Naba products that are sold to Customers by non-Members, Naba’s Refund Policy is not available for products that Customers purchase from anyone other than a Member or Naba directly or that are purchased in any unauthorized channel.

Naba Members.

U.S. Members: If within the first thirty (30) days of purchasing Naba product, a Member is not satisfied with the product, the Member may contact support@naba.com to return the unused portion of the product for a full refund, minus shipping and handling charges. Any such return(s) may result in a six (6) month suspension of the Member’s account.
If after thirty (30) days but no more than ninety (90) days, a Member is not satisfied with Naba products or is unable to sell them, the Member may return any Resalable product(s) for a refund of seventy percent (70%) of the original purchase price. Any shipping and handling charges incurred in connection with such returns will not be refunded.
Memberships: If within the first seven (7) days of receipt of a purchased Naba product, a Member is not satisfied with the Naba Membership, the Member may contact support@naba.com to request a full refund. Any such refund may result in the termination of the Member’s Membership, including Community Access, and Naba Rewards account.
If a Member receives a product that is damaged or otherwise defective, the Member may return the product within thirty (30) days of receipt for a full refund or replacement product.

Terminating Naba Members.

If a terminating Member has purchased products, Naba will issue a refund or credit for any products purchased by the terminating Member provided that:

the products are unopened and returned to Naba within twenty (20) days from the date of termination;
The terminating Member provides proof of purchase of the products;
the products were purchased within 12 months preceding the date of termination, and
the products are undamaged and are current and resalable (Note: the 12-month requirement not applicable to residents of Maryland, Wyoming, Massachusetts, and Puerto Rico). Refunds are subject to a ten percent (10%) handling fee. Shipping costs are not refundable.

Problems with Shipments.

If within thirty (30) days of the expected reported delivery date, you do not notify support@naba.com of a problem with the receipt of your order, including but not limited to, failure to receive the product, improper sealing, damage to the container, quality of the internal product, and/or receipt of wrong product, refunds or exchanges will not be given.

All purchases are charged and refunded in U.S. Dollars. All returns, refunds, and exchanges will also be refunded or exchanged in U.S. Dollars.

10.7 Return Process

All returns, whether by a Customer or Member, must be made as follows:

Obtain a Return Merchandise Authorization (“RMA”) from Naba by contacting support@naba.com and submit a request.
Ship items to the address provided by Naba customer service when you receive your RMA.
Provide a copy of the sales receipt or invoice with the returned products or service. Such invoice must reference the RMA and include the reason for the return.
Ship product back in the original manufacturer’s box exactly as it was delivered.
All returns must be shipped to Naba pre-paid, as Naba does not accept shipping collect packages. Naba recommends shipping returned product by UPS or FedEx which includes tracking information and insurance, as risk of loss or damage in the shipping process of the returned product shall be borne solely by the Customer or Member. If returned product is not received at the address provided on the RMA, it is the responsibility of the Customer or Member to trace the shipment of the product wherein no credit will be applied.
Returning $500 or more of Naba product accompanied by a request for a refund within one (1) calendar year by a Member may constitute grounds for involuntary termination of the Member’s account.

Naba Opportunity

11.1 Presentation of Rewards Plan

In presenting the Naba business opportunity, a Member is required to:

refrain from misquoting or omitting any material fact about the Rewards Plan;
clearly explain that the Rewards Plan is based upon sales of Naba products and services;
not make income projections, claims, or guarantees while presenting or discussing the Naba opportunity or Rewards Plan to prospective Members or Customers;
inform all prospective Members that success requires substantial work;
not make any claims regarding products or services of any products offered by Naba, except those contained in official Naba literature; and
not use official Naba material to promote the Naba business opportunity in any country where Naba is not duly authorized to conduct business.

11.2 Sales Requirements Are Governed by the Rewards Plan

Naba will provide suggested selling prices. There are no exclusive territories granted to anyone. No franchise fees are applicable to a Naba business. Naba products may only be sold where Naba is licensed or otherwise authorized to conduct business.
The Naba Rewards program is built on sales to the ultimate consumer or end user. Naba encourages its Members to only purchase inventory, in reasonable quantities, that they and their family will personally consume, will be used as a sales tool, or will be resold to others for their ultimate consumption. Members must never attempt to influence any other Member to buy more products than they can reasonably use or sell to retail Customers in a month.
Each Naba Member commits to personally use, sell, or use in business building at least seventy percent (70%) of every order placed with Naba prior to placing another order, and must be able to certify as much if demanded by Naba or by any regulatory agency. Purchasing products solely for the purpose of collecting bonuses or achieving rank is strictly prohibited. Naba retains the right to limit the amount of purchases you may make if, in our sole judgment, we believe those purchases are being made solely for qualification purposes instead of for consumption or resale.

PROPRIETARY INFORMATION & TRADE SECRETS

12.1 Reports

By agreeing to the Member Agreement, the Member acknowledges that business reports, lists of Customer and Member names and contact information, and any other information, that contains financial, scientific, or other information both written or otherwise circulated by Naba or about the business of Naba (collectively, “Reports”), are confidential and proprietary information and trade secrets belonging to Naba.

12.2 Obligation of Confidentiality

During the term of the Member Agreement and for a period of two (2) years after the termination or expiration of the Member Agreement between the Member and Naba, the Member shall not:

Use the information in the Reports to compete with Naba or for any purpose other than promoting his or her Naba business;
Use or disclose to any person or entity any confidential information contained in the Reports, including disclosure or use to replicate or attempt to replicate the Member’s Upline and/or downline Organization genealogy in another network marketing company.

12.3 Breach and Remedies

The Member acknowledges that the Reports and other confidential and proprietary information of Naba is of such character as to render it unique and that disclosure or use thereof in violation of this provision will result in irreparable damage to Naba and to independent Naba businesses. Naba and its Members will be entitled to injunctive relief and/or to recover damages against any Member who violates his or her obligations in section 12.2 in any action to enforce its rights under this section. The prevailing party shall be entitled to an award of attorney’s fees, court costs, and expenses in addition to any award of damages.

12.4 Return of Materials

Upon demand by Naba, any current or former Member will return the original and all copies of all Reports to Naba together with any Naba confidential information in such person’s possession.

PRIVACY POLICY

13.1 Introduction

This Privacy Policy is to ensure that all Customers and Members understand and adhere to the basic principles of confidentiality. Without limiting the terms of this section, all Members must comply with applicable privacy laws governing the collection, use, and disclosure of Customer and fellow Member information.

13.2 Expectations of Privacy

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

13.3 Employee Access to Information

Naba limits the number of employees who have access to Customers’ and Members’ nonpublic personal information.

13.4 Restrictions on the Disclosure of Account Information

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

PRODUCT INSPECTION, QUALITY CONTROLS, ADVERTISING, PROMOTIONAL MATERIAL, USE OF Naba AND TRADEMARKS

14.1 Inspection, Product Care, and Quality Controls

Promptly upon receipt, Members shall inspect Naba products and their packaging for damage, broken seals, evidence of tampering, or other product defects. If a product is defective or damaged, Members shall not sell the product and must report the defect or damage to Naba. Members may return products that are damaged or otherwise defective within thirty (30) days of receipt for a full refund or replacement.
Members must comply with all instructions provided by Naba regarding the proper care, storage, and handling of Naba products. Additionally, Members shall store all Naba products in a dry place at room temperature, away from direct sunlight. Members shall also regularly inspect inventory for products that are expired or that will expire within 60 days, and shall not sell any such products.
If Naba discovers that a Member is not properly inspecting products upon receipt, not properly storing and caring for Naba products, and/or selling products that are damaged or otherwise defective, Naba will investigate the Member and take remedial and disciplinary action up to and including involuntary termination of the Member Agreement.

14.2 Labeling, Packaging, and Displaying Products

A Naba Member and/or Customer may not re-label, re-package, refill or alter labels of any Naba product, or service, information, materials, or program(s) in any way. Naba products and services must only be sold in their original containers from Naba. Such re-labeling or re-packaging violates federal and regulatory laws, which may result in criminal or civil penalties or liability.
A Naba Member shall not cause any Naba product or service or any Naba trade name to be sold or displayed in retail establishments, except;

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

A Member may sell Naba products and services and display the Naba trade name at any appropriate display booth (such as trade shows, expositions, conferences, etc.) with the express written consent of Naba.
A Member or Customer is prohibited to sell Naba products and services and display the Naba trade name, trademark, or service mark at any kiosk or booth located in any retail establishment, such as a mall or retail facility.
Naba reserves the right to refuse authorization to participate at any function that it does not deem a suitable forum for the promotion of its products and services, or the Naba opportunity.

14.3 Use of Company Names and Protected Materials

A Naba Member must safeguard and promote the good reputation of Naba and the products and services it markets. The marketing and promotion of Naba, the Naba opportunity, the Rewards Plan, and Naba products and services will be consistent with the public interest and must avoid all discourteous, deceptive, misleading, unethical, or immoral conduct and practices.
All promotional materials supplied or created by Naba must be used in their original form and cannot be changed, amended, or altered, except with prior written approval from the Naba Compliance Department.
The name of Naba, each of its product and service names, and other names that have been adopted by Naba, in connection with its business are proprietary trade names, trademarks, and service marks of Naba. As such, these marks are of great value to Naba and are supplied to Members for their use only in an expressly authorized manner.
A Naba Member’s use of the name “Naba” is restricted to protect Naba's proprietary rights, ensuring that the Naba's protected names will not be lost or compromised by unauthorized use. Use of the Naba name on any item not produced by Naba is prohibited except as follows:

[Member’s name] Independent Naba Member; and
[Member’s name] Independent Member of Naba products and services.

Further procedures relating to the use of the Naba name are as follows:

All stationary (i.e. letterhead, envelopes, and business cards) bearing the Naba name or logo intended for use by the Naba Member must be submitted via email to the Naba Compliance Department for approval. Submit to: support@naba.com
Naba Members may list “Independent Naba Member” in the white pages of the telephone directory under his or her own name.
Naba Members may not use the name Naba in answering his or her telephone, creating a voice message, or using an answering service, such as to give the impression to the caller that they have reached the corporate office. They may state, “Independent Naba Member.”

Certain photos and graphic images used by Naba in its advertising, packaging, and websites are the result of paid contracts with outside vendors that do not extend to Members. If a Member wants to use these photos or graphic images, they must negotiate individual contracts with the vendors for a fee.
A Naba Member shall not appear on or make use of television or radio or make use of any other media to promote or discuss Naba or its programs, products, or services without prior written permission from the Naba Compliance Department.
A Member may not produce for sale or distribution any Company event or speech, nor may a Member reproduce Naba audio or video clips for sale or for personal use without prior written permission from the Naba Compliance Department.
Naba reserves the right to rescind its prior approval of any sales aid or promotional materials to comply with changing laws and regulations and may request the removal from the marketplace of such materials without financial obligation to the affected Member.
A Member shall not promote Competing Products, or any other Direct Sales/Network Marketing product or opportunity, in conjunction with Naba products or services on the same social media site or other advertisement.
Claims (which include personal testimonials) as to therapeutic, curative, or beneficial properties of any products offered by Naba may not be made except those contained in official Naba literature. In particular, no Member may make any claim that Naba products are useful in the cure, treatment, diagnosis, mitigation, or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only do such claims violate Naba policies, but they also potentially violate federal and provincial laws and regulations.

14.4 Faxes and E-mail - Limitations

Except as provided in this section, a Member may not use or transmit unsolicited email, mass email distribution, other commercial electronic messages, or “spamming” that advertises or promotes the operation of his or her Naba business. The exceptions are;

E-mailing any person who has given prior permission or invitation; and
E-mailing any person with whom the Member has established a current business or personal relationship.

In all states or U.S. or International territories where prohibited by law, a Member may not transmit, or cause to be transmitted through a third party, (by telephone, facsimile, computer, or other devices), an unsolicited advertisement to any equipment, that has the capacity to transcribe text or images from an electronic signal received over a regular telephone line, cable line, ISDN, T1 or any other signal carrying device, except as set forth in this section.
All e-mail or computer-broadcasted documents subject to this provision shall include each of the following:

A clear and obvious identification that the fax or e-mail message is an advertisement or solicitation. The words “advertisement” or “solicitation” should appear in the subject line of the message;
A clear return path or routing information;
The use of legal and proper domain name;
A clear and obvious notice of the opportunity to decline to receive further commercial facsimile or e-mail messages from the sender;
Unsubscribe or opt-out instructions should be the very first text in the body of the message box in the same size text as the majority of the message;
The true and correct name of the sender, a valid sender fax or e-mail address, and a valid sender's physical address;
The date and time of the transmission; and
Upon notification by the recipient of his or her request not to receive further faxed or e-mailed documents, a Naba Member shall not transmit any further documents to that recipient.

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

Use of any third-party domain name without permission; and
Sexually explicit materials.

14.5 Internet and Third-Party Website Restrictions

A Member and/or Customer is prohibited from creating or registering any third-party website in order to promote, sell or advertise their Naba business or Naba products without Naba’s express written approval. A Member and/or Customer is prohibited from using or attempting to register any of Naba’s trade names, trademarks, service names, service marks, product names, URLs, advertising phrases, the Naba logo, or the Naba name or any derivative thereof, for any purpose including, but not limited to, Internet domain names (URL), third party websites, e-mail addresses, web pages, or blogs.
A Naba Member or Customer may not (directly or indirectly through any intermediary or instrumentality) advertise, offer for sale, or facilitate the offering for sale of any Naba products or services or offer the Business Opportunity on any online auction websites, internet retailer sites, or online marketplace websites. Examples of such sites include, but are not limited to, eBay®, Amazon, Facebook Marketplace, Sears.com, Jet.com, Walmart.com, and Etsy. This obligation survives the termination of a Member’s Member Agreement with Naba.
Social Media sites may be used to advertise Naba products or services. PROFILES A Member OR CUSTOMER GENERATES IN ANY SOCIAL COMMUNITY WHERE Naba IS DISCUSSED OR MENTIONED MUST CLEARLY IDENTIFY THE Member AS AN INDEPENDENT Naba Member, and when a Member and/or Customer participates in those communities, Members and/or Customers must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at Naba’s sole discretion, and an offending Member and/or Customer will be subject to disciplinary action. Banner ads and images used on these sites must be current and must come from the Naba-approved library, official Naba website, or social media outlet. If a link is provided, it must link to the posting Member’s Replicated website. Members may not direct social media followers to any other website where Naba products are sold on the Internet unless the website has been specifically approved in writing by Naba as a third-party website where the Member may offer Naba products for sale.
Anonymous postings or use of an alias on any Social Media site is prohibited, and offending Members will be subject to disciplinary action.
Members and/or Customers may not use blog spam, spamdexing, or any other mass-replicated methods to leave blog comments. Comments Members or Customers create or leave must be useful, unique, relevant, and specific to the blog’s article.
Members and/or Customers must disclose their full name on all Social Media postings and conspicuously identify themselves as an Independent Naba Member for Naba. Anonymous postings or the use of an alias is prohibited.
Postings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the Naba income opportunity, Naba’s products and services, and/or your biographical information and credentials.
Member and/or Customer are personally responsible for their postings and all other online activity that relates to Naba. Therefore, even if a Member does not own or operate a blog or Social Media site if a Member and/or Customer posts to any such site that relates to Naba or which can be traced to Naba, the Member is responsible for the posting. Member and/or Customer are also responsible for postings which occur on any blog or Social Media site that the Member and/or Customer owns, operates, or controls.
As a Naba Member, it is important to not converse with any person who places a negative post against you, other Members, or Naba. Report negative posts to Naba at support@naba.com. Responding to such negative posts often simply fuels a discussion with someone carrying a grudge who does not hold themselves to the same high standards as Naba, and therefore damages the reputation and goodwill of Naba.
The distinction between a Social Media site and a website may not be clear-cut, because some Social Media sites are particularly robust, Naba, therefore, reserves the sole and exclusive right to classify certain Social Media sites as third-party websites which are herein prohibited.
If your Naba business is canceled for any reason, you must discontinue using the Naba name, and all of Naba’s trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all Social Media sites that you utilize. If you post on any Social Media site on which you have previously identified yourself as an Independent Naba Member, you must conspicuously disclose that you are no longer an Independent Naba Member.
Failure to comply with these Policies for conducting business online may result in the Member losing their right to advertise and market Naba products, services, and Naba’s business opportunities online in addition to any other disciplinary action available under the Policies and Procedures.
Members are prohibited from selling Naba products to individuals or entities that they know or should know, and intend to resell the products. Members must sell Naba products only to end-user customers, and Members shall not sell to any person any quantity of Naba products greater than that generally purchased by an individual for personal use. Members must take reasonable steps to ensure that they do not violate these policies.

14.6 Advertising and Promotional Materials

You may not advertise any Naba products or services at a price LESS than the highest company-published, established retail price of ONE offering of the Naba product or service plus shipping, handling, and applicable taxes. No special enticement advertising is allowed. This includes but is not limited to, offers of free membership, free shipping, or other such offers that grant advantages beyond those available through Naba.
Advertising and all forms of communication must adhere to principles of honesty and propriety.
All advertising, including, but not limited to, print, Internet, computer bulletin boards, television, radio, etc., is subject to prior written approval by the Naba Compliance Department.
All requests for approvals with respect to advertising must be directed in writing to the Naba Compliance Department.
Naba reserves the right to rescind its prior approval of advertising or promotional materials in order to comply with changing laws and regulations and may require the removal of such advertisements from the marketplace without obligation to the affected Member.

14.7 Testimonial Permission

By agreeing to the Member Agreement, a Member gives Naba permission to use his or her testimonial or image and likeness in corporate sales materials, including but not limited to print media, electronic media, audio, and video. In consideration of being allowed to participate in the Naba business opportunity, a Member waives any right to be compensated for the use of his or her testimonial or image and likeness even though Naba may be paid for items or sales materials containing such image and likeness and represents that any testimonial represents Member’s current, original, honest opinion, thoughts, beliefs, findings or experiences, based on Member’s actual experience with Naba and any stated use of Naba products and/or services, and agrees to notify Member immediately of any changes in the views expressed in the testimonial. In some cases, a Member’s testimonial may appear in another Member’s advertising materials. If a Member does not wish to participate in Naba sales and marketing materials, he or she should provide a written notice to the Naba Compliance Department to ensure that his or her testimonial or image and likeness will not be used in any corporate materials, corporate recognition pieces, advertising or recordings of annual events.

14.8 Telemarketing - Limitations

A Naba Member must not engage in telemarketing in relation to the operation of the Member’s Naba business. The term “telemarketing” means the placing of one or more telephone calls, text messages, emails, or facsimile transmissions to an individual or entity to induce the purchase of Naba products or services or to recruit them for the Naba opportunity.
The federal government administers the Unsolicited Telecommunication Rules and operates a national Do-Not-Call registry that requires businesses to refrain from calling phone numbers listed on the national “Do-Not-Call” list (DNCL) and or people who tell the caller directly not to call/fax in the future.
While a Member may not consider himself or herself a “telemarketer” in the traditional sense, these regulations broadly define the term “telemarketer” and “telemarketing” so that the unintentional action of calling someone whose telephone number is listed on the Federal “Do Not Call” registry could cause the Member to violate the law. These regulations must not be taken lightly, as they carry significant penalties.
“Cold calls” or unsolicited calls/texts/emails/faxes made to prospective Customers or Members in order to promote Naba products, services, or the Naba business opportunity is considered telemarketing and is prohibited.
Exceptions to Telemarketing Regulations. A Naba Member may place telephone calls or faxes to prospective Customers, or Members under the following limited situations:

If the Member has an established current business relationship with the prospect;
In response to the prospect’s personal inquiry or application regarding a product or service offered by the Naba Member, within 3 months immediately before the date of such a call/fax;
If the Member receives written and signed permission from the prospect authorizing the Member to call/fax;
If the call/fax is to family members, personal friends, and acquaintances. However, if a Member makes a habit of collecting business cards from everyone he/she meets and subsequently calls/faxes them, the federal government may consider this a form of telemarketing that is not subject to this exemption; and
Naba Members engaged in calling “acquaintances,” must make such calls/faxes on an occasional basis only and not as a routine practice.

A Member shall not use automatic telephone dialing systems in the operation of his or her Naba businesses.
Failure to abide by Naba’s policies or federal regulations regarding telemarketing may lead to sanctions against the Member, up to and including termination of the Member’s Naba account.
By signing the Member Agreement, or by accepting commissions, other payments, or awards from Naba, a Member gives permission to Naba and other Members to contact them as permitted under the Federal Do Not Call regulations.
In the event a Member violates this section, Naba reserves the right to institute legal proceedings to obtain monetary or equitable relief.

INTERNATIONAL MARKETING

15.1 International Marketing Policy

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

Naba GLOSSARY OF TERMS

Naba Rewards Member Account: The secure and proprietary business account associated with each Member’s business and unique User ID where a Member can access the Member Agreement, the Rewards Plan, and other Official Naba Material along with the Member’s downline Organization, direct Sponsor, placement in a Line of Sponsorship, and Wallet.

ACTIVE Member: A Member who is in good standing with respect to the Member Agreement and has an active Naba Membership to ensure they are eligible to receive bonuses and commissions.

Rewards Plan: The guidelines and referenced literature for describing how Members can generate commissions and bonuses.

COMPETING PRODUCT(s): Any food, beverage, or dietary supplement product offered by a Direct Sales/Network Marketing company or other company in the health and wellness space.

CUSTOMER: Any person who purchases Naba product(s) but does not enroll as a Naba Member.

ACTIVE CUSTOMER: A Customer whose last purchase occurred within the past twelve (12) months.

FAMILY UNIT: Parents or dependent children living at or doing business at the same address as a Member.

Member: An individual or entity who has paid Naba’s monthly, annual, or lifetime membership fee and actively promotes, markets, and sells Naba products for profit and/or actively seeks and recruits others to do the same following the Member Agreement.

Member Agreement: The most current version of the following along with any addendums or exhibits thereto: (i) Naba Policies and Procedures; and (ii) Naba Rewards Plan.

LINE OF SPONSORSHIP (LOS): A report generated by Naba that provides critical data relating to the identities of Members, sales information, and enrollment activity of each Member’s Organization. This report contains Naba’s proprietary, confidential, and trade secret information.

ORGANIZATION OR DOWNLINE: The Customers and Members are placed below a particular Member.

Official Naba Material: Literature, audio or video recordings, photographs, intellectual property, and/or any other materials developed, printed, published, or distributed by Naba to Members and/or Customers.

Placement: Your position inside your Sponsor’s organization.

SOLICIT & SOLICITATION: Actual or attempted recruitment, encouragement, or effort to influence (directly or indirectly), another Naba Member or Customer to buy from, enroll with, promote for, sell for, or otherwise participate in any non-Naba opportunity. Solicitation in violation of these Policies may occur publicly or privately across various in-person and virtual communication forums and platforms (e.g., Facebook, Instagram, Tic Tok, Zoom, WhatsApp, Telegram, text, link sharing, group chats or threads, keyword ads, hashtags, etc.). Allowing others to use your name/likeness or other information to Solicit on your behalf is an indirect Solicitation in violation of these Policies. The conduct described in this paragraph is Solicitation even if the Member’s actions are in response to an inquiry made by another Member or Customer.

Resalable: Product is “Resalable” if the Product: 1) is unopened and unused, 2) in its original packaging and labeling has not been altered or damaged, 3) is in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price, and 4) contains current Naba labeling. Any merchandise identified at the time of sale as nonreturnable, discontinued, or seasonal is not Resalable.

Sponsor: A Member who enrolls a Customer or other Member into Naba and is listed as the Sponsor.

Sponsoring & Sponsored: The act of enrolling others and personally training them to become a Naba Member.

Member’s Wallet: Is a secure website that manages a Member’s commissions.

Spouse: An individual that is legally married to a Member or an individual that is party to a legally recognized common-law relationship with a Member.

Upline: This term refers to the Member(s) above a particular Member in a Sponsorship line up to the Company. It is the line of Sponsors that links any particular Member to the Company.

Wallet: A secure feature in the Member’s Business Admin software that displays a Member’s commissions and bonuses.