OXO WorldWide Policies & Procedures

Policies & Procedures

SECTION 1 – INTRODUCTION

1.1 Policies Incorporated into the Independent Distributor’s (ID) Agreement.

These Policies and Procedures, in their present form and as amended from time to time at OXO World Wide’s (OXOww) discretion, are incorporated into the OXOww’s Independent Distributor (ID) Agreement. It is the responsibility of each ID to read, understand, adhere to, and ensure that he/she is aware of and operating under the most current version of these Policies and Procedures. The most current version of the Policies and Procedures will be posted on the company website for continuing review by each ID.

1.2 Purpose of Policies

In order to clearly define the relationship that exists between IDs and OXOww, and to explicitly set a standard for acceptable business conduct, OXOww (with its domain OXOww.com) has established the ID Application and Agreement, these Policies and Procedures, and the OXOww Compensation Plan (hereinafter referred to as the “ID Agreement”). More precisely, the ID Agreement sets forth the respective rights and responsibilities of OXOww and the ID in the sale of products to IDs and their customers, and the activities relating to the enrollment and training of down line IDs. Additionally, to assist IDs in building their businesses, to protect those independent businesses, and to safeguard the opportunities that OXOww offers to everyone, the ID Agreement establishes certain limits to ensure that IDs do not inadvertently step outside the bounds of permissible and proper conduct. OXOww IDs are required to comply with all of the terms and conditions set forth in the ID Agreement, which OXOww may amend from time to time, as well as all laws and regulations governing IDs’ Distributorships and ID conduct. OXOww honors all federal, state, provincial, territorial, and local laws and regulations governing good business practices and requires OXOww IDs to do the same. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and understand these Policies and Procedures. Please review the information in this manual carefully. It explains and governs the relationship between you as an Independent ID and the Company.

1.3 Changes to the ID Application and Agreement, Policies and Procedures, or OXOww Compensation Plan

Because federal, state, provincial, territorial, and local laws, as well as the business environment, periodically change, OXOww reserves the right to amend the terms and conditions of the ID Agreement and its compensation plan and its prices from time to time at its sole discretion.

By enrollment through the Online System or any acceptance of commissions, an ID agrees to abide and be legally bound by all amendments or modifications that OXOww elects to make. Notification of amendments shall be published in official OXOww materials and posted on the company website.

Amendments shall be effective upon posting of the changes on the company website, which is available to all active IDs. The continuation of an ID’s OXOww. Distributor business or an ID’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

1.4 Delays

OXOww shall not be responsible for delays and failures in performing its obligations when the Company cannot complete its obligations due to circumstances beyond the Company’s reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, curtailment of a party’s source of product supply, late parts or product delivery, or government decrees or orders.

1.5 Policies and Provisions Severable

If any provision of the ID Agreement as it currently exists or as may be amended is found to be invalid, illegal, or unenforceable for any reason, only the invalid provision will be severed from the ID Agreement; the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, illegal or unenforceable provision never comprised a part of the ID Agreement.

1.6 Waiver

OXOww never forfeits its right to insist on ID compliance with the ID Agreement or with the applicable laws and regulations governing business conduct. OXOww’s failure to exercise any right or power under the ID Agreement or to insist upon strict ID compliance with any obligation or provision thereof, shall not constitute a waiver of OXOww’s right to demand exact compliance with the ID Agreement. A waiver by OXOww can be affected only in writing by an authorized officer of OXOww. OXOww’s waiver of any particular default by an ID shall not affect or impair OXOww’s rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any other ID. Nor shall any delay or omission by OXOww to exercise any right arising from default affect or impair OXOww’s rights as to that or any subsequent default.

SECTION 2 – DISTRIBUTOR MANIFESTO

Our Network Marketing industry is built upon a volunteer force of Independent Distributors who build their businesses with their own assets and risks and the companies that shall endure and grow will do so, based on those Distributors continuing to choose to become and remain involved. We as a team, both Company and Distributors, commit to a framework that will create a stronger relationship under the following processes:

2.1 IDs retain sole and complete ownership interests in their Distributors business and as such may sell or bequeath their Distributors business to anyone they choose and for any amount that the parties agree to. The business must first achieve a rank of bronze. The company must approve the sale in writing, this approval not to be unreasonably withheld. Full disclosure/request for approval of such sales will be made to the OXOww Compliance Officer 15 days prior to the proposed transaction.

2.2 No ID shall be terminated with the Company or their commission payments withheld for any reason without a discussion with the Compliance Team, who shall substantiated violations of policies contained in this Policies and Procedures. The Compliance Team must within reason enforce in full and exercise appropriate punishments thereof according to the Policies and Procedures.

SECTION 3 – BECOMING AN INDEPENDENT DISTRIBUTOR (ID)

3.1 Requirements to Become an Independent Distributor and Dealer (ID).

To become a OXOworldwide, each applicant must:

a) Be of the age of majority in his/her state, province, or territory of residence;
b) Reside in the United States, a territory thereof, or any other geographic area that OXOww has approved for business;
c) Have a valid U.S. Social Security, Federal Tax ID Number, Canadian Social Insurance Number or a valid Tax ID number/designation as issued by the government of any other country where OXOww is officially conducting business;
d) Review and agree to be bound by the OXOww Policies and Procedures; and
e) Submit a properly completed online enrollment form through the official website of their sponsor. The company reserves the right to reject any applications for new IDs or applications for reinstatement.
3.2 ID Online Website Package

No person is required to purchase OXOww equipment or products to become an ID. To familiarize new IDs with OXOww equipment, products, services, sales techniques, sales aids, and other matters, the company requires that new IDs register on the company site.

3.2.1 Email Correspondence

OXOww operates as an Internet company; its primary means of communication with each ID is via email. Each ID is responsible to monitor his/her own online business. An ID who opts out of receiving OXOww’s email must be accountable for this action and hold OXOww harmless for any loss due to the lack of communication.

3.2.2 Welcome Kit

OXOww will email to each ID a welcome letter that contains the new IDs website URL and login information.

3.3 Identification and Business Center (BC) Usernames

OXOww requires IDs to provide their Social Security or Federal Taxpayer Identification Number upon enrollment through the Online System. OXOww uses this number to identify IDs for tax purposes only.

A unique Business Center username is chosen by the enrollee and issued by the eCommerce website system at enrollment. These names are used to place orders and to track commissions and bonuses.

3.4 New ID Registration by the Online System

A Sponsor or the new ID applicant must use the OXOww Online System to enroll and receive a BC username and to receive authorization for a new Distributor’s business. The enrollee must provide the Online System with all the necessary ID Application and Agreement information.

3.5 Minors

A person who is recognized as a minor in his/her place of residence may not be an OXOww ID.

3.6 ID Benefits

Once OXOww (OXOww.com) accepts an ID’s Application and Agreement, the benefits of the OXOww Compensation Plan and the ID Agreement are available to the new ID. These benefits include the right to:

a) Purchase product at a discount (where applicable and available);
b) Retail (sell) OXOww products or services and profit from these sales, both in person from existing inventory and remotely through the eCommerce website system;
c) Participate in the OXOww Compensation Plan (receive bonuses and commissions, if eligible);
d) Sponsor other individuals as IDs into the OXOww business and thereby build a Downline Organization and progress through the OXOww Compensation Plan achievement levels;
e) Receive OXOww updates and other OXOww communications;
f) Participate in OXOww sponsored support, service, training, motivational, and recognition functions upon payment of appropriate charges, if applicable; and
g) Participate in promotional and incentive contests and programs sponsored by OXOww for its IDs.
3.7 Renewal of IDs Distributors business

OXOww (OXOww.com) charges IDs an annual Distributorship renewal fee of $49.00 (indefinitely waived for the first 10,000 GOLD package purchasers). OXOww will send renewal notices to the ID’s email address on file 15 days prior to site expiration with instructions on how to make payment by credit card. IDs without a credit card must renew by mail with a Money Order only. Payment must be received by OXOww. prior to the renewal date to prevent loss of future commissions.

a) Renew your OXOww Online Website (OXOww.com);
b) Renew your ID Agreement and maintain your line of sponsorship and any downline sales organization; and
c) Continue your entitlement to participate in OXOww’s Compensation Plan; purchase OXOww products; enjoy OXOww service support programs; participate in company promotions, contests, and recognition, and attend Company events with appropriate fee.
d) OXOww. offers a debit card program for all IDs, so IDs can store commissions received on their own OXOww.com branded debit. The debit card program is administered by ProPay. ProPay and MasterCard have their own terms and conditions that IDs agree to, and IDs should direct inquiries to ProPay and/or customer service phone number on the back of their MasterCard Debit Card. OXOww wants to give notice that Propay does charge an annual fee of $19.97 ($29.97 for International Cards) to maintain a MasterCard Debit card with them. Payment of the renewal fee is the responsibility of the ID.
3.7.1 Failure to Renew

Failure by an ID to pay the annual renewal fee due within 10 days will render the ID’s eCommerce website inactive and commissions will cease to accumulate for this business center. Immediately after this, the website may no longer function and any commissions accrued previously will clear from the distributor’s BV Bank.

a) According to certain policies and procedures of ProPay, OXOww administrator of the MasterCard Debit Card program, if ID fails to pay renewal fee a $2.00 may occur each time ProPay tries to collect the annual fee, unless ID gives Propay adequate notice of termination.
SECTION 4 – OPERATING A OXOWORLDWIDE DISTRIBUTOR’S INDEPENDENT BUSINESS

4.1 Adherence to the OXOww Compensation Plan

IDs must adhere to the terms of the OXOww Global Pay Plan as set forth in the official OXOww company website and other materials. IDs shall not offer the OXOww opportunity through any method of marketing that uses any non-company approved materials, including electronic media, internet based media, printed media or otherwise.

4.2 Advertising

4.2.1 In General

IDs shall safeguard and promote the integrity and reputation of OXOww, its equipment, products and officers and employees in conducting their businesses. ID marketing and promotion of OXOww, the OXOww opportunity, the OXOww Compensation Plan, and OXOww’s products shall be consistent with the public interest and must avoid all discourteous, deceptive, misleading, illegal, unethical or immoral conduct or practices.

Only Executive Level IDs and above may produce individual sales, marketing, and support materials to promote their OXOww businesses providing they receive written approval from the company. All other IDs may only use sales aids and support materials produced or approved by OXOww. Sales, marketing, and support materials include, but are not limited to, the eCommerce website system and its contents, training and recruiting information, brochures, flyers, pamphlets, posters, postcards, letters, classified advertisements, etc. promoting OXOww’s products and programs, as well as e-mail messages, voice mail message recordings, and Internet home pages and websites/ platforms used to publicize OXOww, its products, services, or OXOww Compensation Plan or any other form of advertising electronic or otherwise.

Any Executive Level IDs and above who desires to create his/her own promotional and marketing materials must submit a copy of the proposed materials to OXOww (OXOww.com) for review and written approval before he/she may use the information to promote his/her business or the OXOww. opportunity. Upon receipt of the proposed promotional material, OXOww will review the information to determine the appropriateness of the material’s form and content. OXOww will, within 14 days, promptly notify the ID in writing regarding the Company’s decision to approve or disapprove the material for use in promoting and supporting his/her OXOww business activities.

4.2.2 Television and Radio

IDs may advertise on television and radio subject to OXOww’s express approval, as in paragraph 4.2.1 above.

4.2.3 SPAM and Unauthorized Marketing Practices

No ID shall utilize SPAM or “Unsolicited Fax Blast” marketing, nor may an ID violate any State or Federal “Do Not Call” registry. Any such activity will result in termination and may result in additional civil or criminal charges against the ID.

4.2.4 Media Inquiries

All IDs must immediately refer any and all media inquiries regarding OXOww, Inc., its officers, shareholders, and employees to OXOww. This policy is designed to assure accurate and consistent information to the public, as well as a proper public image.

4.2.5 Trademarks and Copyrights

a) The OXOww’s name, logo and any OXOww materials and company website content and the Online Website are proprietary trade names, trademarks, and service marks of OXOww. As such, these marks are of great value to OXOww and are supplied to IDs for their use only in an expressly authorized manner. Use of the OXOww name on any item not produced by the company is prohibited except where it also contains the following required statement displayed in a prominent fashion underneath the OXOww name:ID’s Name OXOworldwide. (OXOww.com) Independent Distributor (or “Independent” ID rank) All IDs may list themselves as an “Independent OXOww Company Distributor” in the white or yellow pages of the telephone directory under their own name. No ID may place telephone directory display ads using OXOww (or OXOww or OXOww.com) name or logo. IDs may not answer the telephone by saying ” OXOww”, ” OXOworldwide “, “OXOww Company”, “OXOww.com” or in any other manner that would lead the caller to believe that he/she has reached the corporate offices of OXOww.
b) IDs may not record any OXOww function or event, or produce for sale any recorded company functions or events. IDs may not reproduce or copy any presentation or speech by any OXOww spokesperson, representative, speaker, officer, or other ID.IDs may not reproduce for either sale or personal use any recording of company-produced audio or video presentations.
c) IDs may not publish or cause to be published in any printed or electronic media, the name, photograph or other image or likeness, copyrighted publications or other writings, or proprietary property of individuals who are associated with OXOww as spokespersons, officers, shareholders, or IDs without first obtaining written authorization from the individual and OXOww.
c) IDs may not publish or cause to be published in any printed or electronic media any pictures, screen shots or reproductions of OXOww backoffice show any income amounts. Making income claims or publishing copies of a distributor’s backoffice is grounds for immedialte dismissal.

4.2.6 Free Offers

No product may be advertised in any fashion for an amount below the current company suggested retail price. “Free Offers” to generate leads are allowed and are an exception to this provision.

4.3 ID Claims and Representations

4.3.1 Product Claims

No claims as to therapeutic or curative properties of any equipment or products offered by OXOww may be. In particular, no ID may make any claim that OXOww 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 are such claims in violation of the ID Agreement, but they also violate the laws and regulations of the United States and other jurisdictions.

4.3.2 Income Claims

IDs may not make illegal income projections or income claims when presenting or discussing the OXOww opportunity or OXOww Compensation Plan to a prospective ID or customer.

Hypothetical income examples that are used to explain the operation of the OXOww’s Compensation Plan, and which are based solely upon mathematical projections, may be made to prospective IDs, so long as the ID who uses such hypothetical examples makes clear to the prospective ID(s) that such earnings are hypothetical.

4.4 Commercial Outlets

IDs may display OXOww products in commercial outlets where the ID personally mans the outlet. OXOww products may not be displayed together with any competitor’s products.

4.4.1 Website or Webpage Displays

OXOww, Equipment or Products may only be displayed online via the company’s and the ID’s official OXOww.com websites. No other Internet web pages may be used to display the OXOww Products or Equipment unless pre-approved in writing by OXOww.

4.5 Unauthorized Recruiting of OXOww IDs Prohibited (Anti-Raiding Clause)

OXOww IDs may participate in other direct selling, network marketing or multilevel marketing ventures (collectively, “network marketing”), and IDs may engage in selling activities related to non- OXOww products and services, if they desire to do so.

Although an ID may elect to participate in another network marketing opportunity, he/she is prohibited from unauthorized presentation or recruiting activities, which include the following:

a) Recruiting, presenting or attempting to enroll any non-personally enrolled OXOww ID for other multilevel marketing business ventures, either directly or through a third party. This includes, but is not limited to, presenting or assisting in the presentation of other multilevel marketing business ventures to any non-personally enrolled OXOww ID;
b) Offering any competing non- OXOww products or opportunities in conjunction with the offering of OXOww products or business plan or at any OXOww meeting, seminar, convention, trip or other OXOww function. Violations of this policy are especially detrimental to the growth and sales of other IDs’ OXOww Businesses and to OXOww’s business and will not be tolerated.
4.5.1 Post Cancellation Solicitation Prohibited

A former ID shall not directly or through a third party solicit any non-personally enrolled OXOww ID to enroll in any direct sales, network marketing, or multilevel marketing program or opportunity for a period of six (6) months after the cancellation or termination of an individual or entity ID Agreement. This provision shall survive the expiration of the ID’s obligations to OXOww, pursuant to the ID Agreement.

4.5.2 Downline Genealogy Reports

All Downline Genealogy Reports (Downline Reports) are confidential and constitute proprietary business trade secrets belonging to OXOww. Downline Reports are made available to IDs in strictest confidence for the sole purpose of assisting IDs in developing their OXOww businesses through their respective downline organizations. IDs should use their Downline Reports to manage, motivate, and train their downline IDs. The ID and OXOww agree that, but for this agreement of confidentiality and nondisclosure, OXOww would not provide Downline Reports to the ID. During any term of the ID Agreement and for a period of six (6) months after the termination or expiration of the ID Agreement between ID and OXOww, for any reason whatsoever, ID shall not, on his/her own behalf or on behalf of any other person, partnership, association, corporation, or other entity:

a) Directly or indirectly disclose any information contained in any Downline Report to any third party;
b) Use the information to compete with OXOww or for any purpose other than promoting OXOww;
c) Recruit or solicit any non-personally enrolled ID of OXOww listed on any report, or in any manner attempt to influence or induce any ID of OXOww to alter their business relationship with OXOww; or
d) Use or disclose to any person, partnership, association, corporation, or other entity any information contained in any Downline Report. This provision shall survive the termination or expiration of this Agreement. This particular policy will be strictly enforced in order to protect the rights of IDs, both individually and collectively.
4.6 Corporations and Trusts

A corporation or trust (collectively referred to in this section as an “Entity”) may apply to be a OXOww ID by submitting its Certificate of Corporation or trust documents (these documents are collectively referred to as the “Entity Documents”) to OXOww, along with a properly completed Corporation Registration Form (IRS Form W-9).

A Distributor’s business may change its status under the same sponsor from an individual to a corporation, or trust, or from one type of entity to another. To do so, the ID(s) must provide the Entity Documents and submit a properly completed Corporation or trust Registration Form to OXOww. The Corporation or trust Registration Form must be signed by all of the shareholders, partners, trustees, or other individuals having an ownership interest in the business. Members of the Entity are jointly and severally liable for any indebtedness or other obligation to OXOww. It is the responsibility of those persons involved in the Entity to conform to the laws of the state in which their Entity is formed. OXOww reserves the right to approve or disapprove any ID Application and Agreement submitted by an Entity, as well as any ID Application and Agreement submitted by any current ID(s) for the formation of an Entity for tax, estate planning, and limited liability purposes.

4.7 Deceptive Practices

All OXOww IDs shall truthfully and fairly describe OXOww products, the OXOww opportunity, OXOww Compensation Plan, and Policies and Procedures in all discussions with potential IDs. This obligation of fair and complete disclosure shall include, without limitation, the following:

a) An ID may not engage in “bait and switch” advertising. Bait and switch advertising consists of any misleading or deceptive offer or practice by which a prospective customer or prospective ID is lead to reasonably believe that the ID is offering a product, service, or opportunity (e.g., employment) which the ID in truth does not intend to or cannot offer;
b) An ID shall neither falsify nor omit any significant material fact about the OXOww Compensation Plan;
c) An ID shall make clear that the OXOww Compensation Plan is based on sales of OXOww products, and that OXOww IDs will not be successful merely by sponsoring other IDs without regard to sales, and that no compensation is available from mere sponsorship of other IDs;
d) An ID shall not state that profits are guaranteed for any OXOww ID. IDs should explain that OXOww IDs can expect to be successful only through substantial individual and team efforts;
e) An ID shall not state that any regulatory, consumer, or business agency has approved or endorsed OXOww’s Compensation Plan or products. These agencies do not permit the use of their names in any manner in connection with the advertising or sale of merchandise or services;
f) Neither federal, state, provincial or territorial regulatory agencies nor officials approve or endorse any direct selling or network marketing companies or programs. Therefore, IDs shall not represent or imply that OXOww or its Compensation Plan have been “approved,” “endorsed” or otherwise sanctioned by any government agency;
g) No individual or entity may have an ownership interest or income earning interest of any kind in more than one (1) Distributor business position. No individual or entity may create or use second positions to attempt to “block” or circumvent their sponsor from earning any commissions or bonuses; and
h) Husbands and wives may have separate Distributor businesses but must have the same Sponsor or Enroller.
4.8 Independent Contractor Status

IDs are independent contractors and are not purchasers of a franchise or business opportunity. The agreement between OXOww and its IDs does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the ID. Each ID is responsible for determining his/her own hours and activities without control or direction by OXOww All IDs are responsible for paying their own Sales Taxes. All IDs are responsible for paying their own income and employment taxes. IDs will not be treated as an employee for purposes of the Federal Unemployment Tax Act, the Federal Insurance Contributions Act, the Social Security Act, state unemployment acts, state employment security acts, state worker compensation Acts, or the Canadian Social Insurance Act, and applicable federal, provincial, and/or territorial unemployment insurance acts, worker compensation acts, income tax acts, or any other federal, state, provincial, or territorial tax or obligation required of employers.

Each ID is encouraged to establish his/her own goals, hours, and methods of sale, so long as he/she complies with applicable laws and the terms and conditions of the ID Agreement.

OXOww will collect sales tax (calculated on the retail price) of all its products for the ID, unless the ID files a Seller’s permit with OXOww

4.9 Insurance

4.9.1 Business Pursuits Coverage

You may wish to arrange for adequate insurance coverage for your business. Your homeowner’s insurance policy may not cover business-related injuries or the theft of or damage to product inventory or business equipment. Contact your insurance agent to make certain that your business property is protected. This can often be accomplished with a simple “Business Pursuit” endorsement attached to your present homeowner’s policy.

4.9.2 Product Liability Coverage

OXOww maintains insurance to protect the Company and IDs against product liability claims. OXOww’s product liability policy does not extend coverage to claims that arise as a result of an ID’s misconduct in marketing the products (see also Sections 4.3.1 and 4.3.2).

4.10 International

Because of critical legal and tax considerations, including compliance with foreign laws regarding product approval or registration; regulations regarding ingredients, labeling, and packaging; cautionary statements; protection of intellectual property; compliance with customs, tax, and direct selling laws; equipment or product and income representations; and literature content and language requirements, OXOww must limit the resale of OXOww products and services and the presentation of the OXOww business to prospective customers and IDs located within the United States, its respective territories, and other approved jurisdictions. Moreover, allowing IDs to conduct business in markets not yet opened by OXOww would violate the concept of affording every ID an equal opportunity to expand internationally. Accordingly, IDs are only authorized to sell OXOww products and services and enroll Customers or IDs in those countries in which OXOww has authorized Independent IDs to conduct business, as announced from time to time in official company literature. OXOww products cannot be shipped into or sold in any unauthorized foreign country for the purpose of resale.

SECTION 5 – RESPONSIBILITIES OF IDS AND SPONSORS

5.1 Ongoing Supervision, Training and Sales

Any ID who sponsors another ID into OXOww must perform a bona fide supervisory function to ensure that his/her downline is properly operating his/her OXOww business. IDs must have ongoing contact, communication, and management supervision with the IDs in their downline organizations. Examples of such contact and supervision may include, but are not limited to, newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of downline IDs to OXOww meetings, training sessions, and other functions. Upline IDs are also responsible to motivate and train new IDs in OXOww product knowledge, effective sales techniques, the OXOww Compensation Plan, and these Policies and Procedures. As an ID progresses through the various levels of leadership, his/her responsibilities to train and motivate downline IDs will increase.

IDs must monitor the IDs in their Downline Organizations to ensure that downline IDs do not make improper product or business claims or engage in any illegal or inappropriate conduct. Upon request, every ID should provide documented evidence to OXOww of his/her ongoing fulfillment of sponsorship responsibilities. IDs also have continuing obligation to personally promote sales through new and existing customers.

5.2 Maligning

In setting the proper example for their downline, IDs must not malign other OXOww IDs, OXOww’s Products, OXOww’s Suppliers or agents, the OXOww Compensation Plan, the OXOww Owners, Officers or the Company’s employees.

5.3 Reporting Policy Violations

IDs observing a policy violation by another ID should bring the violation directly to the attention of the OXOww upline. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.

SECTION 6 – SALES REQUIREMENTS

6.1 Equipment and Product Sales

The OXOww Compensation Plan is based upon the sale of OXOww equipment, products and services to end consumers. Retail sales to non-distributor consumers are the company’s highest priority and an ongoing responsibility of every distributor. IDs must fulfill specified personal and Downline Organization retail sales requirements (as well as meet other responsibilities set forth in these Policies and Procedures) in order to be eligible for bonuses, commissions, and advancement to higher levels of achievement. The following sales requirements must be satisfied in order for IDs to be eligible for commissions:

a) A minimum of seventy percent (70%) of an ID’s orders must be sold to Retail or Direct Retail Customers or to end users. The sales volume of a Web-based Retail Customers shall be included with the sales volume of the ID’s retail sales for the purposes of determining compliance with the 70% requirement. IDs may not purchase additional product until at least seventy percent (70%) of the previous order has been sold to end consumers;
b) IDs must develop or service at least three (3) customers every rolling three (3) calendar months. These customers can be either Retail Customers or Web-based Retail Customers, or any combination of the two; and
c) IDs are required to furnish their Retail Customers with a receipt which specifies the date of sale, the amount of sale, the items purchased, and the OXOww satisfaction guarantee. IDs must maintain all retail sales receipts for a period of eighteen (18) months and furnish them to OXOww at the Company’s request. Records detailing the purchases of ID’s Web-based Retail customers will be maintained by OXOww.
6.2 Retail Customer Sales and Advertising Pricing Limitations

IDs may sell OXOww Products at any price they choose but they must not advertise by any method whatsoever retail pricing that is less than the company’s current, posted suggested retail pricing. This applies to print advertising, radio advertising, television advertising, Internet-based advertising, electronic mail or by any other method whatsoever.

Under no circumstances may a OXOww ID sell any OXOww products or equipment on any online auction or discount site. An ID’s failure to comply with this rule may result in the immediate voluntary cancellation of his/her ID Agreement.

6.2.1 IDs may not advertise total price reducing discounts involving “Free Shipping” or other similar incentives in an attempt to circumvent paragraph 6.2 above.

However, due to varying state and provincial laws, sales tax should be charged and paid to the Government by IDs as may be required by their local laws and ordinances if such Sales Tax is not already collected when purchased from OXOww.

All IDs must provide their Retail Customers with an official OXOww sales receipt. These receipts outline the Customer Refund Warranty for OXOww products, as well as any consumer protection rights.

6.2 Excessive Purchases of Inventory Prohibited

OXOww strictly prohibits the purchase of products in unreasonable amounts solely for the purpose of qualifying for commissions, bonuses, or advancement in the OXOww Compensation Plan. IDs may not purchase more than they can reasonably resell or consume in three calendar months, nor encourage others to do so. IDs are not required to carry inventory of products or sales aids. IDs who do so may find making retail sales and building a Downline Organization somewhat easier because of the decreased response time in filling customer orders or in meeting a new ID’s needs. Each ID must make his/her own decision with regard to these matters.

6.3 Deposits

No monies should be paid to or accepted by an ID for a sale except at the time of product delivery. IDs should not accept monies from Retail Customers to be held for deposit in anticipation of future deliveries.

SECTION 7 – BONUSES AND COMMISSIONS

7.1 Bonus and Commission Cycles

OXOww pays commissions daily, monthly and quarterly, and typically makes them available for electronic payment 14 days after the commissions are earned. An ID must review his/her commissions and report any errors or discrepancies to OXOww within thirty (15) days from the date of the commission. Errors or discrepancies which are not brought to OXOww’s attention within the fifteen-day period will be deemed waived by the ID.

7.2 Adjustment of Bonuses and Commissions

IDs receive bonuses and commissions based on the actual sales of products to end consumers. When a product is returned to OXOww for a refund, the Sales Volume attributable to the returned or repurchased product(s) will be deducted from the Personal Volume (PV) of the returning ID and Business Volume (BV) of the returning ID and all upline IDs. This reduction will occur promptly following the date that the product was returned or repurchased.

7.3 Unclaimed Commissions and Credits

IDs must collect commission and bonus payments within six (6) months of their available date. Payments that remain uncollected after six months may be voided.

SECTION 8 – PRODUCT GUARANTEES, RETURNS, AND INVENTORY REPURCHASE

8.1 Product Exchange Guarantee

OXOww warrants the quality of its products and shall exchange any defective product. Anyone returning a damaged or defective product must contact OXOww Distributor Support at (775) 398-3106 or via the Contact Support tool in your eOffice to complete a Tech Ticket.

8.1.1 Equipment Installation

OXOww is not responsible for the actions or expense of any professional hired or any amateur used to install the OXOww equipment.

8.2 Return Policies

8.2.1 Retail Customers

OXOww obligates its IDs to honor the Company’s 100%, unconditional, 7-day, money-back guarantee to all Retail Customers. If for any reason a Retail Customer is dissatisfied with any OXOww product, he/she may return the product to the ID from whom the product was purchased within seven (7) days from the date of purchase for a replacement, exchange, or full refund of the purchase price. If the Retail Customer requests a refund, the ID who sold the product to the Retail Customer must immediately refund the Retail Customer’s purchase price. (Retail Customers must return merchandise to the ID who sold it to them; OXOww will not accept returned merchandise directly from Retail Customers. The ID, in turn, should contact OXOww Distributor Support, as detailed in paragraph 8.3. OXOww will then replace the returned merchandise with like product and ship it to the ID via UPS ground service. Faster delivery methods may be available, but will be at the ID’s expense).

8.2.2 Web-based Retail Customers

OXOww offers Web-based Retail Customers a 100% 7-day, money-back guarantee on their initial retail product order. If for any reason a Web-based Retail Customer is dissatisfied with any OXOww equipment or product purchase, he/she may return that product to the Company within seven (7) days for replacement, exchange, or full refund of the purchase price. For all other returns, the Company shall repurchase the inventory pursuant to the terms of Section 8.3. In addition, the Company will adjust the appropriate ID’s Personal (PV) and Business Volume (BV) pursuant to Section 7.2.

8.2.3 Independent Distributors (IDs)

OXOww agrees to repurchase from a resigning or terminating ID all unencumbered products and sales aids purchased by the Distributor from the Company within the previous year, which are unused and in commercially resalable condition and its original packaging, for not less than 70 percent of the actual amount paid by the ID for the products and sales aids which are being returned. OXOww will honor all terms of state buy-back laws in Georgia, Louisiana, Maryland, Massachusetts, Montana, Puerto Rico, Oklahoma, Texas and Wyoming. Additionally, Montana IDs who cancel within 15 days are entitled to a 100% refund of any consideration given to participate.

Products or Equipment other than the very first purchase from a Distributor’s website are considered certified as sold under the “70% Rule” are no longer subject to buy-back.

Returns with a value exceeding $100 by an ID will result in a voluntary cancellation of his/her ID Agreement.

8.3 Procedure for All Returns, Replacements and Repurchases

In order to receive a refund, exchange, or replacement, an ID or Web-based Retail Customer must:

a) Call the OXOww Distributor Support Department at: Tel: (775) 398-3106 to obtain a Return Authorization Number (RMA #). The RMA # must be clearly written on each carton returned. Products that are returned without the RMA # will be refused by the Distribution Center and returned to the sender.
b) Return the product with the original packing slip to the OXOww warehouse from which it was distributed.
c) Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned for replacement, and the best and most economical means of shipping is suggested. Return orders must be tracked and traceable and this responsibility falls with the returning individual. All returns must be shipped to OXOww shipping pre-paid as OXOww is not responsible for shipping charges. OXOww does not accept shipping-collect packages. The risk of loss in shipping returned product shall be borne by the ID making the return. If returned product is not received by the Company’s Distribution Center, it is the responsibility of the ID making the return to trace the shipment.
d) If an ID returns merchandise to OXOww that was returned to his/her by a Retail Customer, OXOww must receive the product within ten (10) days from the date on which the Retail Customer returned the merchandise to the ID. The return must be clearly marked with an RMA # and accompanied by:
1 A completed and signed Customer Product Return;

2 A copy of the original dated Retail Sales Receipt; and

3 The product in its original container.

e) Only the Web-based Retail Customer or ID who originally ordered merchandise directly from OXOww may return the merchandise to the Company.
f) IDs are encouraged to use a traceable means of transport, as OXOww is not responsible for items lost in transit.
SECTION 9 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDING

9.1 Disputes between Independent Distributors (IDs)

9.1.1 Grievances and Complaints

When an ID has a grievance or complaint with another ID regarding any practice or conduct in relationship to their respective OXOww businesses, the complaining ID should first discuss the problem with the other ID. If this does not resolve the problem, the complaining ID should report the problem to his/her upline ID to resolve the issue at the sales organization level. If the matter cannot be resolved, it must be reported in writing to the OXOww Distributor Support Department. The Distributor Support Department and perhaps the Compliance Team will review the complaint and make a final decision.

The complaint should identify specific instances of alleged improper conduct and, to the greatest extent possible, identify the relevant dates on which the event(s) complained of took place, the location(s) where they occurred, and all persons who have first-hand knowledge of the improper conduct.

9.1.2 Compliance Team Review

Upon receipt of a written complaint, the OXOww Distributor Support Department and the Director of Compliance (hereinafter referred to as the Compliance Team) will investigate the matter, review the applicable policies, and render a decision on how the dispute shall be resolved. The Compliance Team may also issue disciplinary sanctions consistent with the provisions of Section 9.3.

9.2 Disputes between OXOww and its Independent Distributors (IDs)

9.2.1 Arbitration

All disputes and claims relating to OXOww, its OXOww Compensation Plan, its equipment, products, the rights and obligations of its IDs and OXOww, or any other claim or cause of action relating to product purchase(s) or performance, either of an ID or of OXOww under the ID Agreement, shall be settled totally and finally by arbitration in Reno, Nevada. There shall be one arbitrator, an attorney at law with expertise in transactional law (there being a strong preference for an attorney knowledgeable in the direct selling industry), selected from the panel which the American Arbitration Panel provides. 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 upon the parties and may, if need be, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate shall survive any cancellation or expiration of the ID Agreement. Nothing in these Policies and Procedures shall prevent OXOww from applying to and obtaining from any court having jurisdiction a writ of attachment, temporary injunction, preliminary injunction, permanent injunction, or other available relief to safeguard and protect OXOww’s interests.

The existence of any ID claim or cause of action against OXOww does not preclude OXOww from enforcing the ID’s covenants and agreements contained in the ID Agreement. Louisiana residents may arbitrate in New Orleans.

9.2.2 Jurisdiction, Venue, and Choice of Law

Jurisdiction and venue of any matter not subject to arbitration shall reside in Oneida County, Wisconsin or in the United States District Court, in and for the District of Northern Wisconsin. By signing the ID Application Agreement, all IDs consent to jurisdiction within these two forums. The law of the State of Wisconsin shall govern disputes involving the ID Agreement. Louisiana residents may choose Louisiana law and jurisdiction.

9.3 Disciplinary Actions

All of the Policies in the ID Agreement are material terms to the agreement between OXOww and each ID. Violation of any of the terms and conditions of the ID Agreement, or any illegal, fraudulent, deceptive, or unethical business conduct by an ID may result, at OXOww’s or the Compliance Team’s discretion, in one or more of the following corrective measures:

◦ a) Issuance of a written warning or admonition;

◦ b) Denial of advancement or recognition awards;

◦ c) Imposition of a fine, which may be imposed immediately or withheld from bonus and commission payments;

◦ d) Loss of rights to one or more bonus and commission payments;

◦ e) Suspension of the individual’s ID Agreement for one or more months or other time frames;

◦ f) Cancellation of the individual’s ID Agreement;

◦ g) Collection and destruction of improper advertising materials;

◦ h) Discontinuance of any non-company approved ID advertising campaign;

◦ i) Any other measure expressly stated within the ID Agreement; or

◦ j) Any other measure which OXOww deems appropriate to equitably resolve injuries to other IDs or to OXOww caused partially or exclusively by the ID’s policy violation or contractual breach.

SECTION 10 – ORDERING

10.1 Ordering Methods

All IDs and Web-based Retail customers must order through the online system through an existing OXOww ID website Platform. When using the online system, be prepared to present information including your ship-to address and phone number and payment method information. The Online system will review your order, allowing you to make changes. If you fail to make corrections prior to the conclusion of your online order, the order cannot be changed or added to at a later time. Payment methods are by Credit Card or mail in money order payment.

10.2 OXOww Autoship Program

IDs in good standing may participate in the OXOww Autoship Program. To enroll in this program, follow instructions provided on the Online system, identifying the products you wish OXOww to automatically send to you on the same date of each calendar month. The account on file from which you authorize payment will be automatically charged the amount of the order plus related shipping fees and sales tax, if applicable. IDs must ensure that they have adequate funds in their account.

10.3 Purchasing OXOww Products

Each ID must purchase his/her products directly from OXOww in order to receive the sales volume credits associated with that purchase.

10.4 Back Order Policy

As a general rule, OXOww will not back-order out-of-stock items. However, OXOww may back-order Autoship items, if necessary.

10.5 Shipping Discrepancies

Failure to notify OXOww of any shipping discrepancy or damage within thirty (30) days of shipment will cancel an ID’s right to request a correction. Contact Distributor Support at (775) 398-3106 or via the Contact Support tool for assistance in resolving any shipping issues.

SECTION 11 – PAYMENT AND SHIPPING

11.1 Methods of Payment

OXOww will accept, provided that all eligibility requirements are satisfied, the following forms of payment for orders: Cashier’s checks, and Visa and Mastercard credit cards.

11.2 Insufficient Funds and Declined Credit Cards

All Electronic checks returned by an ID’s bank for insufficient funds will be resubmitted for payment. A $55.00 returned check fee will be added to the amount being processed. Any outstanding balance owed to OXOww by an ID for insufficient funds, any returned-check fees, or declined credit-card charges will be withheld from subsequent bonus and commission payments. It is each ID’s responsibility to ensure that his/her credit limit or account balance is sufficient to pay for his/her OXOww purchases. It is not OXOww’s responsibility to contact IDs in regard to orders canceled due to insufficient funds or declined credit.

SECTION 12 – ID ACCOUNT INFORMATION UPDATES

12.1 Change of Address or Telephone Number

In order to ensure timely delivery of products, support materials, and commission payments, it is critically important that OXOww’s files be current. Street addresses are required for shipping, since couriers cannot deliver to a post office box. IDs planning to move must update their personal information section located within their OXOww Online Website e-Office area. In order that OXOww can guarantee proper delivery, three days advance notice must be provided to OXOww on all changes.

12.2 Changes to the ID’s Distributor Business

Each ID must immediately update their own personal account information section of their own e-office area of their OXOww Online Website of all changes to the information contained on the ID’s Application and Agreement. IDs may modify their existing ID account information as far as address change, telephone number contact change or email address change. The Social Security number or Federal I.D. number, account name change or a change in the form of ownership from an individual proprietorship to a business entity (owned by the ID) can only be changed by submitting a written request, which must include a new properly executed ID Application and Agreement, and appropriate supporting documentation.

12.3 Downline Genealogy Reports and Commission Statements

12.3.1 Downline Genealogy Reports

Downline Genealogy Reports (Downline Reports) are available within the e-office area of the ID’s eCommerce website system. Downline Reports contain trade secret information which is proprietary to OXOww. Refer to section 4.5.2 for restrictions on using these reports.

12.3.2 Commission Statements

Commission Statements are available for all active IDs earning a commission or bonus payment and are available to view within the ID’s e-Office of their official eCommerce website system.

12.4 Errors or Questions

In the event an ID has questions about or believes that any errors have been made regarding commissions, bonuses, Downline Genealogy Reports, orders, or charges, the ID must notify OXOww within thirty (30) days of the date of the purported error or incident in question.

OXOww will not be responsible for any error, omission, or problem not reported within thirty days.

Genealogy placement errors must be reported within 24 hours and may be adjusted only if no other enrollments have attached to the Business Center. OXOww has the right to refuse to make any genealogy change requested.

12.5 Resolving Problems

IDs should refer their questions regarding orders, shipments, commissions and bonuses, sales and OXOww Compensation Plan issues by telephone or mail to OXOww’s Distributor Support Department.

Mailing Address:

OXOww

ATTN: Distributor Support Department

200 So. Virginia St. 8th Floor

Reno, NV 89501

(775) 398-3106

SECTION 13 – INACTIVITY AND CANCELLATION POLICIES

13.1 Inactivity

IDs who do not meet the Personal Volume (PV) requirements specified in the OXOww Compensation Plan for any rolling calendar month or other commission period will not receive a commission for the sales generated through their Downline Organization for the next calendar month or until qualifications are met. Any commission earned until qualification is met will be permanently forfeited.

13.2 Involuntary Cancellation

An ID’s violation of any of the terms of the ID Agreement, including any amendments which may be made by OXOww in its sole discretion from time to time, constitutes a material breach of the ID Agreement and may result in the OXOww Compliance Team’s option, in any of the Disciplinary Actions listed in Section 9.3, including cancellation of his/her ID Distributor business. Involuntary Cancellation of an ID’s Distributor business will result in the ID’s loss of all rights to his/her Downline Organization and any bonuses and commissions generated thereby. An ID whose Agreement is involuntarily canceled shall receive commissions and bonuses only for the last full calendar week and last full calendar month prior to termination. When an ID’s Distributor business is involuntarily canceled, the ID will be notified by certified mail at the address on file with the Company. Cancellation is effective on the date on which written notice is mailed via certified mail, return receipt requested, to the IDs last known address or when the ID receives actual notice of cancellation, whichever occurs first. In the event of such Involuntary Cancellation, the ID must immediately cease representing himself/herself as a OXOww ID. The ID may appeal the termination to the OXOww Compliance Team. The ID’s appeal must be in writing and must be received by the company within fifteen (15) calendar days of the date of OXOww’s cancellation letter.

If OXOww does not receive the appeal within the fifteen-day period, the cancellation will be final. The ID must submit all supporting documentation with his/her appeal correspondence. The written appeal will be reviewed by the OXOww Compliance Team. If the ID files a timely appeal of termination, the OXOww Compliance Team will review and reconsider the termination, consider any other appropriate action, and notify the ID in writing of its decision. This decision of the OXOww Compliance Team will be final. An ID whose ID Agreement is involuntarily canceled may reapply to become an ID six (6) calendar months from the date of cancellation. Any such ID wishing to reapply must submit a letter to the OXOww Compliance Team setting forth the reasons why he/she believes OXOww should allow him or her to operate an ID Distributor business. It is within OXOww’s sole discretion whether to permit such an individual to again operate a OXOww business.

13.3 Voluntary Cancellation

13.3.1 Written Cancellation

An ID may cancel his/her Agreement with OXOww at any time and for any reason by providing written notice to OXOww indicating his/her intent to discontinue his/her ID Distributor business. The written notice must include the ID’s signature, printed name, address, and other appropriate identification.

13.3.2 Voluntary Cancellation for ID Returns

An ID who returns merchandise in excess of $100.00 for refunds (other than validated retail customer returns within the 30-day Retail Customer return rule) may voluntarily cancel his/her ID Distributor business.

13.4 Effects of Cancellation

Following an ID’s voluntary or involuntary cancellation, such former ID shall have no right, title, claim, or interest to the Downline Organization which he/she operated or any bonus and/or commission from the sales generated by the organization. Following a ID’s voluntary or involuntary cancellation, the former ID shall not hold himself or herself out as a OXOww ID, shall not have the right to sell OXOww products or services, must remove any OXOww sign from public view, and must discontinue using any other materials bearing any OXOww logo, trademark, or service marks. An ID who has voluntarily canceled will receive commissions and bonuses only for the last full calendar week prior to his/her cancellation. An ID whose Agreement is involuntarily canceled will receive commissions and bonuses only for the last full calendar week prior to cancellation.

SECTION 14 – DEFINITIONS

Definition of Terms

Active Independent Distributor (Active ID) – An ID who satisfies the minimum Personal Sales Volume requirements as set forth in the OXOww Compensation Plan.

Business Center (BC) – An ID’s replicated OXOww eCommerce website, identified by a unique user name.

Business Volume (BV) – The commissionable value assigned to a particular OXOww Product.

Cancellation – Termination of an individual’s ID Agreement with OXOww. Cancellation may be either voluntary or involuntary.

Commissionable Equipment and Products – All OXOww products on which commissions and bonuses are paid.

Company – The term Company as it is used throughout these Policies and Procedures, and in all OXOww literature, means OXOww.

Downline Organization – The individuals enrolled under each of the two Team sides of your Business Center and their respective Downline Sales Organizations are your Downline Sales Organization.

Downline Report – A report generated by the OXOww website system that provides critical data relating to the identities of IDs and sales information of each ID’s Downline Organization (genealogy). This report contains proprietary trade secret information. (See Section 4.5.2).

End Consumer or Customer – A person who purchases OXOww products for the purpose of personally using them.

First Sale/First Purchase – The term First Sale or First Purchase refers to the initial products purchased through an ID’s website. Subsequent products or equipment ordered through a Distributor’s website are considered certified as sold under the “70% Rule” and as such are no longer subject to buy-back.

Independent Distributors (ID) – An individual who has executed an ID Application and Agreement which has been accepted by OXOww or has enrolled online. IDs are required to meet certain qualifications and are responsible for the training, motivation, support, and development of the IDs in their respective Downline Sales Organizations. IDs are entitled to purchase OXOww products directly from the Company and sell OXOww Products to Retail Customers, Web-based Retail customers and enroll new IDs, and take part in all Company ID programs.

ID Agreement – The term ID Agreement, as used in the Policies and Procedures, refers to the Independent Distributor Application and Agreement, OXOww’s Policies and Procedures, and the OXOww Compensation Plan.

Involuntary Cancellation – The termination of an ID’s Agreement, which is initiated by OXOww.

Personal Volume (PV) – The total Business Volume (BV) attributed to an ID’s personal eCommerce website sales.

Voluntary Cancellation – The termination of an ID Agreement instituted by the ID who elects to discontinue his/her affiliation with OXOww for any reason, or for ID returns under the scope of paragraph 13.3.2.