Policies & Procedures

SECTION 1 – CODE OF ETHICS

NAVAN is committed to providing the finest direct sales experience backed by impeccable products to its Members. In turn, the Company expects NAVAN Members to reflect that image in their relationships with Customers and fellow Members.

As a NAVAN Member, you are expected to operate your business according to the highest standards of integrity and fair practice in your role. Failure to comply with the Code of Ethics can result in your termination as a NAVAN Member. The Code of Ethics, therefore, states:

As an Independent Member:

SECTION 2 – INTRODUCTION

2.1 – Policies and Compensation Plan Incorporated into Membership Agreement
These Policies and Procedures, in their present form and as amended at the sole discretion of NAVAN, are incorporated into and form an integral part of, the NAVAN Membership Agreement. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the NAVAN Member Application and Agreement Form, these Policies and Procedures and the NAVAN Compensation Plan. These documents are incorporated by reference into the NAVAN Membership Agreement (all in their current form and as amended by NAVAN).

2.2 – Purpose of Policies
NAVAN is a direct sales company that markets communication tools through Independent Members. It is important to understand that your success and the success of your fellow Members depends on the integrity of those who market our goods. To clearly define the relationship that exists between Members and NAVAN, and to explicitly set a standard for acceptable business conduct, NAVAN has established the Agreement. NAVAN Members are required to comply with all of the provisions set forth in the Agreement, which NAVAN may amend at its sole discretion from time to time, as well as with all federal, state and local laws governing their NAVAN business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this document carefully. It explains and governs the relationship between you, as an independent contractor, and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from the NAVAN corporate office.

2.3 – Changes to the Agreement
Because laws and the business environment periodically change, NAVAN reserves the right to amend the Agreement, compensation plan and its prices at its sole and absolute discretion. By signing the Membership Agreement, a Member agrees to abide by all amendments or modifications that NAVAN elects to make. Amendments shall be effective 30 days after publication of notice of amendments in official NAVAN materials. The Company shall provide or make available to all Members a complete copy of the amended provisions by one or more of the following methods: (a) posting on the Company’s official website; (b) electronic mail (email); (c) inclusion in Company periodicals; (d) inclusion with commissions or bonus checks; or (e) special mailings. The continuation of a Member’s NAVAN business or a Member’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

2.4 – Delays
NAVAN shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, curtailment of a party’s source of supply, government decrees or orders, and acts of God.

2.5 – Policies and Provisions Severable
If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid or unenforceable provision never comprised a part of the Agreement.

2.6 – Waiver
The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of NAVAN to exercise any right or power under the Agreement or to insist upon strict compliance by a Member with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of NAVAN’s right to demand exact compliance with the Agreement. A waiver by NAVAN can be affected only in writing by an authorized officer of the Company. NAVAN’s waiver of any particular breach by a Member shall not affect or impair NAVAN’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Member. Nor shall any delay or omission by NAVAN to exercise any right arising from a breach affect or impair NAVAN’s rights as to that or any subsequent breach. The existence of any claim or cause of action of a Member against NAVAN shall not constitute a defense to NAVAN’s enforcement of any term or provision of the Agreement.

SECTION 3 – BECOMING A MEMBER

3.1 – Requirements to Become a Member
To become a NAVAN Member, each applicant must:

3.1.1 – Be at least 16 years of age (if under 18 years of age, one must have the consent of a
parent or legal guardian);

3.1.2 – Reside in the 50 United States or US Territories officially opened by the Company; 3.1.3 – Have a valid Social Security or Tax ID number;
3.1.4 – Submit an accepted NAVAN Member Application and Agreement.

The Company reserves the right to reject any applications for a new Member or applications for renewal.

3.2 – Member Benefits
Once a Member Application and Agreement has been accepted by NAVAN, the following benefits are available to the new Member.

3.2.1 –
-Receive periodic NAVAN literature and other NAVAN communications

Members that enroll in NAVAN are allowed to:
-Sell NAVAN products to retail customers and receive profit from these sales
-Build a network of Independent Members and participate in the NAVAN Compensation Plan

SECTION 4 – OPERATING A NAVAN BUSINESS

4.1 – Adherence to the Navan Compensation Plan
Members must adhere to the terms of the NAVAN Compensation Plan as set forth in official NAVAN literature.

Members shall not offer the NAVAN opportunity through or in combination with, any other system, program or method of marketing other than that specifically set forth in official NAVAN literature. Members shall not require or encourage other current or prospective customers or Members to participate in NAVAN in any manner that varies from the program as set forth in official NAVAN literature. Members shall not require or encourage other current or prospective customers or Members to execute any agreement or contract other than official NAVAN agreements and contracts in order to become a NAVAN Member. Similarly, Members shall not require or encourage other current or prospective customers or Members to make any purchase from, or payment to, any individual or other entity to participate in the NAVAN Compensation Plan other than those purchases or payments identified as recommended or required in official NAVAN literature.

4.2 – Bonus Buying Prohibited
Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes:

(a) the enrollment of individuals without their knowledge and agreement and/or without execution of a Member Application;

(b) the fraudulent enrollment of an individual as a Member or merchant;

(c) the enrollment or attempted enrollment of non-existent individuals as Members or merchants;

(d) the use of a credit card by or on behalf of a Member or merchant when the Member or customer is not the account holder of such credit card;

(e) purchasing NAVAN products on behalf of another Member, or under another Member’s ID number, to qualify for commissions or bonuses.

4.3 – Business Entities
A Partnership, LLC or Corporation may hold a Member business upon completion of the Member Application form, and providing on that form in the appropriate space, a Federal tax ID number. An individual may participate in multiple business centers, however, all must be under the same business name. The person signing the application on behalf of a business entity must have the authority of said entity for entering into the transaction. In addition, by signing for as a business entity, you certify that no person with an interest of debt or equity in the business has had an interest in a Member business in NAVAN within six (6) months of the date of signature.

4.4 – Changes to a Navan Business

4.4.1 – General
Each Member must immediately notify NAVAN of all changes to the information contained in his or her Member Application and Agreement. Members may modify their existing Membership Agreement Form by submitting a written request and appropriate supporting documentation.

4.4.2 – Change of Sponsor
To protect the integrity of all marketing organizations and safeguard the hard work of all Members, NAVAN does not allow changes in sponsorship for active Members, except for special circumstances to which Navan has the sole discretion. Maintaining the integrity of sponsorship is critical for the success of every Member and marketing organization. Accordingly, the transfer of a NAVAN business from one sponsor to another is not permitted, unless Navan deems it at it’s sole discretion to be in the best interest of the business.

Exception – A request for a change in sponsor, due to NAVAN error, will be accepted within 45 days of completion of the application.

4.4.3 – Cancellation and Re-application
A Member may legitimately change organizations by:

a) Voluntarily canceling his or her NAVAN Agreement and remaining inactive (i.e., no purchases of NAVAN products for resale; no sales of NAVAN products; no sponsoring; and no attendance at any NAVAN functions, participation in any other form of Member activity, or operation of any other NAVAN business) for 6 full calendar months.

Following the sixth calendar month period of inactivity, the former Member may reapply under a new sponsor. However, the former Member will permanently lose any and all right to their former Member downline organization.

4.5 – Unauthorized Claims and Actions
4.5.1 – Indemnification
A Member is fully responsible for all of his or her verbal and written statements made regarding NAVAN products and the Compensation Plan that are not expressly contained in official NAVAN materials. Members agree to indemnify NAVAN and NAVAN’s directors, officers, employees, and agents and hold them harmless from any and all liability, including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by NAVAN as a result of the Member’s unauthorized representations or actions. This provision shall survive the termination of the Membership Agreement.

4.5.2 – Income Claims
In their enthusiasm to enroll prospective Members, some Members are occasionally tempted to make income claims or earnings representations to demonstrate the inherent power of network marketing. This is counterproductive because new Members may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved.

Moreover, the Federal Trade Commission and all states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in network marketing. While Members may believe it beneficial to provide copies of checks, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact NAVAN as well as the Member making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation. Because Members do not have the data necessary to comply with the legal requirements for making income claims, a Member may NOT make income projections, income claims or disclose his or her NAVAN income (including the showing of checks, copies of checks, bank statements or tax records).

4.6 – Conduct at Navan Life Events
4.6.1 – No Selling or Recruiting at NAVAN Events
Selling and recruiting at NAVAN events is not permitted. These activities take away from the primary focus of the event and can negatively reflect on the professional image of NAVAN as a company. You may, however, offer a business card and/or catalog.

4.6.2 – NAVAN Members shall not sell any goods or recruit for any business during NAVAN events.
NAVAN Members shall not sell any goods or recruit for any business during NAVAN events. This restriction most specifically applies to sales and recruitment efforts for any other direct sales or marketing program, regardless of the goods category, including those that do not compete with NAVAN’s goods line.

4.7 – Conflicts of Interest
4.7.1 – Non-compete Policy
NAVAN Members are free to participate in other Member marketing business ventures or marketing opportunities (collectively “network marketing”), with the exception of those products in the same generic category as NAVAN goods that are deemed to be competing. Members may not display NAVAN products with any other products or in a fashion that might in any way confuse or mislead a prospective customer, merchant or Member into believing there is a relationship between the NAVAN and non-NAVAN products.

NAVAN Members shall not work for competing companies. NAVAN Members shall not start their own dealerships with competing companies, without prior written approval from NAVAN. Failure to get written approval could result in deactivation.

4.7.2 – Non-solicitation
During the term of this Agreement, Members may not recruit other NAVAN Members or Merchants or customers for any other direct sales or network marketing business. Following the cancellation of this Agreement, and for a period of one year thereafter, a former Member may not recruit any NAVAN Member or customer for another direct sales or network marketing business, with the exception of a Member who is personally sponsored by the former Member. The Members and Company recognize that because direct sales or network marketing is conducted through networks of independent contractors dispersed across the entire United States and internationally, and business is commonly conducted via the Internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, the Members and Company agree that this non-solicitation provision shall apply to all markets in which NAVAN conducts business. The term “recruit” means actual or attempted solicitation, enrollment, encouragement or effort to influence in any other way, either directly or through a third party, another NAVAN Member or customer to enroll or participate in another direct sales or network marketing business or direct sales opportunity. This conduct constitutes recruiting even if the Member’s actions are in response to an inquiry made by another Member or customer.

4.7.3- Downline Activity (Genealogy) Reports
Downline Activity Reports made available for Member access and viewing at NAVAN’s official website, are considered confidential. Member access to their Downline Activity Reports is password protected. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to NAVAN. Downline Activity Reports are provided to Members in the strictest of confidence and are made available to Members for the sole purpose of assisting Members in working with their respective Downline Organizations in the development of their NAVAN business. Members should use their Downline Activity Reports to assist, motivate and train their Downline Members. The Member and NAVAN agree that, but for this agreement of confidentiality and nondisclosure, NAVAN would not provide Downline Activity Reports to the Member. A Member shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:

Upon demand by the Company, any current or former Member will return the original and all copies of Downline Activity Reports to the Company.

4.8 – Cross-Sponsoring
Actual or attempted cross-sponsoring is strictly prohibited. “Cross-sponsoring” is defined as the enrollment of an individual or entity that already has a current Customer, Merchant or Membership Agreement on file with NAVAN, or who has had such an agreement within the preceding 6 calendar months, within a different line of sponsorship. The use of a spouse or relative’s name, trade names, assumed names or fictitious ID numbers to circumvent this policy is prohibited. Members shall not demean, discredit or defame other NAVAN Members in an attempt to entice another Member to become part of the first Member’s marketing organization. If a prohibited organization transfer occurs, NAVAN shall take disciplinary action against the Member(s) who engaged, acquiesced and/or knowingly participated in the improper cross-sponsoring. However, it shall be entirely within NAVAN’s discretion where in the genealogical structure, the cross-sponsored organization in question shall be placed or otherwise distributed.

Because equities often exist in favor of both upline organizations, MEMBERS WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY FOR ITS DECISION REGARDING THE FINAL DISPOSITION OR PLACEMENT OF THE CROSSSPONSORED ORGANIZATION.

4.9 – Errors or Questions
If a Member has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the Member must notify the Member Care Department at NAVAN’s headquarters, in writing, within 15 days of the date of the purported error or incident in question. NAVAN will not be responsible for any errors, omissions or problems not reported to the Company within 15 days.

4.10 – Sales Aids Optional
Members are not required to carry sales aids. Members who do so must make his or her own decision with regard to these matters. To ensure that Members are not encumbered with Company Sales Aids, such Sales Aids may be returned to NAVAN upon the Member’s cancellation pursuant to the terms of Section 8.1.

4.11 – Governmental Approval or Endorsement
Neither federal nor state regulatory agencies or officials approve or endorse any direct selling program. Therefore, Members shall not represent or imply that NAVAN or its Compensation Plan have been “approved,” “endorsed” or otherwise sanctioned by any government agency.

4.12 – Holding Applications or Enrollments
Members must not manipulate enrollments of new applicants or Merchant enrollments. All Member Applications and Agreements and product orders must be sent within 72 hours from the time they are signed by a Member or placed by a merchant.

4.13 – Identification
All Members are required to provide their Social Security Number or Federal Tax Identification Number to NAVAN on the Member Application and Agreement.

Upon enrollment, the Company will provide a unique Member Identification Number to the Member by which he or she will be identified. This number will be used to place orders and track commissions and bonuses

4.14 – Income Taxes
Each Member is responsible for paying local, state and federal taxes on any income generated as a Member. If NAVAN business is tax-exempt, the Federal Tax Identification Number must be provided to NAVAN. Every year, NAVAN will provide IRS Form 1099 (non-employee compensation) earnings statement to each U.S. resident who (a) had earnings of over $600 in the previous calendar year or (b) made purchases during the previous calendar year in excess of $5,000 wholesale. NAVAN cannot accept a tax-exempt certificate from a Member who resides in a state where tax-exempt status is not granted for Direct Sales businesses. Members are encouraged to check with their state government before sending a form to NAVAN.

4.15 – Independent Contractor Status
Members are independent contractors and are not purchasers of a franchise or a business opportunity. The agreement between NAVAN and its Members does not create an employer/employee relationship, agency, partnership or joint venture between the Company and the Member. Members shall not be treated as an employee for his or her services or for federal or state tax purposes. All Members are responsible for paying local, state and federal taxes due from all compensation earned as a Member of the Company. The Member has no authority (expressed or implied) to bind the Company to any obligation. Each Member shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Membership Agreement Form, and these Policies and Procedures, and applicable laws.

The name of NAVAN and other names as may be adopted by NAVAN are proprietary trade names, trademarks and service marks of NAVAN. As such, these marks are of great value to NAVAN and are supplied to Members for their use only in an expressly authorized manner. Use of the NAVAN name on any item not produced by the Company is prohibited except as follows:

Member’s Name
Independent NAVAN Member

All Members may list themselves as an “Independent NAVAN Member” in the residential telephone directory (“white pages”) under their own name. Members may not place telephone directory display ads in the classified directory (“Yellow Pages”) using NAVAN’s name or logo. Members may not answer the telephone by saying “NAVAN,” “NAVAN Processing,” or in any other manner that would lead the caller to believe that he or she has reached the corporate offices of NAVAN.

Advertising is not limited to print media; it also includes internet advertising and other forms of advertising. It is prohibited for a Member to use an internet or email address that utilizes the trade name NAVAN or includes NAVAN in a portion of the address. It is also prohibited for a Member to use any website materials on a website that references or relates to NAVAN that is not authorized in writing by NAVAN. It is also prohibited for a Member to place links to unauthorized websites or webpages onto a website or webpage that has been authorized by NAVAN.

4.16 – Insurance
4.16.1 – Business Pursuits Coverage
You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy may not cover business-related injuries or the theft of or damage to your business. Contact your insurance agent to make sure that your business property is protected.

4.17 – International Marketing
Because of critical legal and tax considerations, NAVAN must limit the marketing and enrollment of NAVAN and the presentation of the NAVAN business to prospective customers, Merchants and Members located within the 50 United States of America and any other jurisdiction officially opened by NAVAN. Members are only authorized to do business in the countries in which NAVAN has announced are open for business in official Company literature.

4.18 – Laws and Ordinances
Members shall comply with all federal, state and local laws and regulations in the conduct of their businesses. Many cities and counties have laws regulating certain home-based businesses. In most cases, these ordinances are not applicable to Members because of the nature of their business. However, Members must obey those laws that do apply to them. If a city or county official tells a Member that an ordinance applies to him or her, the Member shall comply with the law.

4.19 – RESERVED

4.20 – Actions of Household Members or Member Individuals.
If any member of a Member’s household, family, or other Member individual engages in any activity that, if performed by the Member, would violate any provision of the Agreement, such activity will be deemed a violation by the Member and NAVAN may take disciplinary action pursuant to the Statement of Policies against the Member.

An exception to the one-business-per-Member rule will be considered on a case-by-case basis if two Members marry. Requests for exceptions to this policy must be submitted in writing to the Compliance Department.

4.21- RESERVED

4.22 – RESERVED

4.23 – Requests for Records
Any request from a Member for copies of invoices, agreements, Downline activity reports or other records/reports will require a fee of $1.00 per page per copy. This fee covers the expense of mailing and the time required to research files and make copies of the records.

4.24 – Sale, Transfer or Assignment of Navan Business
4.24.1 –Although a NAVAN business is a privately owned, independently operated business, the sale, transfer or assignment of a NAVAN business, and the sale, transfer or assignment of an interest in a Business Entity that owns or operates a NAVAN Member business, is subject to certain limitations. If a Member wishes to sell his or her NAVAN business, or interest in a Business Entity that owns or operates a NAVAN business, the following criteria must be met:

4.25 – Separation of a NAVAN Member Business
In the event of a dissolution of marriage of a NAVAN Member, and a spouse, arrangements must be made to assure that any division of the business assets is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship. If the separating parties fail to provide for the best interests of other Members and the Company, NAVAN may be forced to involuntarily terminate the Membership Agreement.

4.25.1 – During the pendency of a divorce or dissolution, the Company shall treat the business according to the status quo as existed prior to the filing of the divorce or dissolution.
Under no circumstances will the Downline Organization of divorcing spouses be divided. Similarly, under no circumstances will NAVAN split commission and bonus checks between divorcing spouses. NAVAN will recognize only one Downline Organization and will issue only one commission check per NAVAN business per commission cycle. Commission checks shall always be issued to the individual whose name appears on the Membership Agreement All active Members in good standing have the right to sponsor and enroll others into NAVAN. Each prospective Member has the ultimate right to choose his or her own sponsor. If two Members claim to be the sponsor of the same new Member, the Company shall regard the first application received by the Company as controlling.

4.27 – Stacking
If a Member activates and operates multiple Business Centers, these Business Centers must be in the same line, stacked directly upon each other when possible. In a binary system, it is understood that it is not always possible to stack the Centers, therefore, in the case where the stacking is not available, the Business Centers will go into the next available spot. Each Business Center must qualify on its own merits and accord.

4.28 – Sales Restriction
CBD Oil-based products cannot be sold in States in which there are laws against the manufacture and sale of such products

SECTION 5 – RESPONSIBILITIES OF MEMBERS

5.1 – Change of Address or Telephone
To ensure timely delivery of products, support materials and commission checks, it is critically important that NAVAN’s files are current. Members planning to move should mail NAVAN corporate office their new address and telephone numbers. In the alternative, the Member may email NAVAN at the customer service email provided on the website. To guarantee proper delivery, a two-weeks advance notice to NAVAN is recommended on all changes.

5.2 – Continuing Development Obligations
5.2.1 – Ongoing Training
Any Member who sponsors another Member into NAVAN must perform a bona fide assistance and training function to ensure that his or her Downline is properly operating his or her NAVAN business. Members must have ongoing contact and communication with the Members in their Downline Organizations. Examples of such contact and communication may include but are not limited to, newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail and the accompaniment of Downline Members to NAVAN meetings, training sessions, and other functions. Upline Members are also responsible to motivate and train new Members in NAVAN product knowledge, effective sales techniques, the NAVAN Compensation Plan and compliance with Company Policies and Procedures. Communication with and the training of Downline Members must not, however, violate Section 4.2 (regarding the development of Member-produced sales aids and promotional materials). Members cannot charge for training.

Upon request, every Member should be able to provide documented evidence to NAVAN of his or her ongoing fulfillment of the responsibilities of a sponsor.

5.2.2 – Increased Training Responsibilities
As Members progress through the various levels of leadership, they will become more experienced in sales techniques and product knowledge and understanding of the NAVAN program. They will be called upon to share this knowledge with lesser-experienced Members within their organization.

5.2.3 – Ongoing Sales Responsibilities
Regardless of their level of achievement, Members have an ongoing obligation to continue to personally promote sales through the generation of new customers or merchants and through servicing their existing customers or merchants.

5.3 – Non-disparagement
NAVAN wants to provide its Members with the best products and compensation plan in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the NAVAN corporate offices. While NAVAN welcomes constructive input, negative comments and remarks made in the field by Members about the Company, its products or Compensation Plan serve no purpose other than to sour the enthusiasm of other NAVAN Members. For this reason, and to set the proper example for their Downline, Members must not disparage, demean or make negative remarks about NAVAN, other NAVAN Members, NAVAN’s products, the Compensation Plan or NAVAN’s directors, officers or employees.

5.4 – Providing Documentation to Applicants
Members must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are sponsoring to become Members before the applicant signs a Membership Agreement. Additional copies of Policies and Procedures can be found on the NAVAN website at www.NAVANglobal.com, or in your business center under the forms section.

5.5 – Reporting Policy Violations
Members observing a Policy violation by another Member should submit a written report of the violation directly to the attention of the NAVAN Compliance Department. Details of the incident(s), such as dates, number of occurrences, persons involved and any supporting documentation, should be included in the report.

SECTION 6 – SALES REQUIREMENTS

6.1 – Sales
The NAVAN Compensation Plan is based upon the sale of NAVAN products to end-user consumers. Members must fulfill personal and Downline organization sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions, and advancement to higher levels of achievement.

Sales of NAVAN products through online auction sites, such as eBay are prohibited unless such sale is done using a fixed price which is not below the minimum advertised retail price.

6.2 – Territory Restrictions
There are no exclusive territories granted to anyone. No franchise fees are required.

SECTION 7 – BONUSES AND COMMISSIONS

7.1 – Bonus and Commission Qualifications
A Member must be active and in compliance with the Agreement and these policies to qualify for bonuses and commissions. So long as a Member complies with the terms of the Agreement and these policies, NAVAN shall pay commissions to such Member in accordance with the Compensation Plan. The minimum amount for which NAVAN will issue a commission payment is $25.00.

7.2 – Commission Payments and Promotions
7.2.1 – Payments, Calculations, and Bonuses
Commissions will be mailed out in accordance with the Compensation Plan. Commissions will be calculated according to the level for which a Member actually satisfied all of the requirements according to the Compensation Plan rather than the highest rank or title achieved. Commission reports will be provided to Members online, via web access.

7.2.2 – Promotions
Promotions are determined based on business organization and sales activity for each applicable period.

7.3 – Adjustment to Bonuses and Commissions
7.3.1 – Adjustments for Returned Products
Members receive bonuses and commissions based on the actual enrollment for products and sales to merchants as well as residential customers. When an order is canceled, and refund is authorized by the Company, the bonuses and commissions attributable to the refunded product(s) will be deducted in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered from the Members who received bonuses and commissions on the sales of the refunded product(s).

7.4 – Unclaimed Commissions and Credits
7.4.1 – Members must deposit or cash commission and bonus checks within six months from their date of issuance. A check that remains uncashed after six months will be void. There shall be a $25.00 charge for reissuing a check. These charges shall be deducted from the balance owed to the Member.

7.5 – Reports
All information provided by NAVAN in online or telephonic Downline Activity Reports, including but not limited to personal and group sales volume (or any part thereof), and Downline sponsoring activity is believed to be accurate and reliable. Nevertheless, due to various factors, including the inherent possibility of human and mechanical error; the accuracy, completeness and timeliness of orders; denial of credit card and electronic check payments; returned products; and credit card and electronic check charge-backs, the information is not guaranteed by NAVAN or any persons creating or transmitting the information. All personal and group sales volume information is provided “as is” without warranties, expressed or implied, or representations of any kind whatsoever. In particular, but without limitation, there shall be no warranties of merchantability, fitness for a particular use or non-infringement. To the fullest extent permissible under applicable law, NAVAN and/or other persons creating or transmitting the information will in no event be liable to any Member or anyone else for any direct, indirect, consequential, incidental, special or punitive damages that arise out of the use of or access to personal and group sales volume information (including but not limited to lost profits, bonuses, or commissions, loss of opportunity and damages that may result from inaccuracy, incompleteness, inconvenience, delay or loss of the use of the information), even if NAVAN or other persons creating or transmitting the information shall have been advised of the possibility of such damages. To the fullest extent permitted by law, NAVAN or other persons creating or transmitting the information shall have no responsibility or liability to you or anyone else under any tort, contract, negligence, strict liability, products liability or other theory with respect to any subject matter of this agreement or terms and conditions related thereto. Access to and use of NAVAN’s online reporting services and your reliance upon such information is at your own risk. All such information is provided to you “as is.” If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to NAVAN’s online reporting services and your reliance upon the information.

SECTION 8 – RETURNS 8.1 – RETAIL SALES

Personal service and retail sales to the customer and merchant are the foundation of NAVAN. The entire commission structure is based upon the volume of retail sales referred by the individual Member as well as their entire organization.

8.2 -Non-Refundable Apparel and Marketing Materials
Any purchases through NAVAN of any apparel or marketing materials, which may include popup tents, brochures, table skirts, etc. shall be non-refundable unless the product is deemed reasonably defective or damaged upon receipt.

8.3- Technology and Electronics
Members may purchase certain technology and electronic tools such as tablets that may aid in the acquisition of customers. The purchase of such technology or electronics shall be per the discretion of the Member and not a required purchase. Any technology or electronics purchased by Members shall be non-refundable unless the product is deemed reasonably defective or damaged upon receipt.

8.4 – Montana Residents
A Montana resident may cancel his or her Membership Agreement within 15 days from the date of enrollment and may receive a full refund within such a time period for good and resalable sales aids or trainings that have not been attended.

SECTION 9 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

9.1 – Disciplinary Sanctions
Violation of the Agreement, these Policies and Procedures or any illegal, fraudulent, deceptive or unethical business conduct by a Member may result, at NAVAN’s discretion, in one or more of the following corrective measures:

9.2 – Grievances and Complaints
When a Member has a grievance or complaint with another Member regarding any practice or conduct in relationship to their respective NAVAN businesses, the complaining Member should first report the problem to his or her sponsor, who should review the matter and try to resolve it with the other party’s Upline sponsor. If the matter cannot be resolved, it must be reported in writing to the Company. The Company will review the facts and determine if a policy violation has occurred and take appropriate action.

9.3 – Arbitration
Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association or other recognized arbitration service, under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Members waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in the County of Sheridan, Wyoming, unless the laws of the state in which a Member resides expressly require the application of its laws, in which case the arbitration shall be held in the capital of that state. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions, with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel that the American Arbitration Panel provides. The prevailing party shall be entitled to receive from the losing party, OR each party to the arbitration shall be responsible for its own, costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.

Nothing in these Policies and Procedures shall prevent NAVAN from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect NAVAN’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

9.4 – Governing Law, Jurisdiction and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside in Sheridan County, State of Wyoming. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Wyoming shall govern all other matters relating to or arising from the Agreement.

9.4.1 – Louisiana Residents: Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law.

SECTION 10 – INACTIVITY AND CANCELLATION

10.1 – Effect of Cancellation
So long as a Member remains active and complies with the terms of the Membership Agreement and these Policies and Procedures, NAVAN shall pay commissions to such Member in accordance with the Compensation Plan. A Member’s bonuses and commissions constitute the entire consideration for the Member’s efforts in generating sales and all activities related to generating sales (including building a Downline Organization). Following a Member’s termination for inactivity, or voluntary or involuntary termination of his or her Membership Agreement (all of these methods are collectively referred to as “termination”), the former Member shall have no right, title, claim or interest to the marketing organization that he or she operated, or any commission or bonus from the sales generated by the organization. A Member whose business is terminated will lose all rights as a Member. This includes the right to sell NAVAN products and the right to receive future commissions, bonuses or other income resulting from the sales and other activities of the Member’s former Downline sales organization. In the event of termination, Members agree to waive all rights they may have, including but not limited to property rights, to their former Downline organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former Downline organization.

Following a Member’s termination of his or her Membership Agreement, the former Member shall not hold himself or herself out as a NAVAN Member. A Member whose Membership Agreement is terminated shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary termination).

10.2 – Involuntary Termination
A Member’s violation of any of the terms of the Agreement, including any amendments that may be made by NAVAN in its sole discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary termination of his or her Membership Agreement. Cancellation shall be effective on the date on which written notice is mailed, faxed or delivered to an express courier to the Member’s last known address (or fax number), or to his or her attorney, or when the Member receives actual notice of termination, whichever occurs first.

10.3 – Voluntary Termination
A Member has a right to cancel, at any time, regardless of reason. Termination must be submitted in writing to the Company at its principal business address. The written notice must include the Member’s signature, printed name, address and Member ID number. Members who have resigned may re-apply to become a Member with NAVAN after six months. A Member’s position is subject to termination due to inactivity (i.e., merchant enrollments, no commissions, no sponsoring; and no attendance at any NAVAN functions, participation in any other form of Member activity, or operation of any other NAVAN business) after being inactive for 6 full calendar months.

10.4 – Non-Renewal
A Member may also voluntarily cancel his or her Membership Agreement at any time by failing to maintain the Agreement and keep the Member account up to date.

If the monthly payment is declined, the Member account shall be placed into suspended status for a term of ten (10) business days (“Suspension Period”). Member has ten (10) days from the date of suspension to rectify the account by paying any past due payment.

During the Suspension Period, Member may still acquire new customers but will not be compensated for these new customers until the Member account is brought up to date with current payment.

After the Suspension Period expires, Member account shall be canceled. For a period of six (6) months from the date of cancellation of the Member account, Member may rectify the account and make any past due payments in order to re-active the account. After six (6) months of nonpayment of a canceled Member account, Member may rectify the account and bring the account up to date with current payment and either maintain the same Member account and sales organization or the Member may begin a new account. The Company may also elect not to renew a Member’s Agreement at any time.

10.5- Complete Agreement
These Policies and Procedures, any and all modifications made by the Company, along with the Terms and Conditions and the Compensation Plan make up the entire agreement between Member and Company.

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