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Policies and Procedures

B3 SCIENCES INC

Policies and Procedures Incorporated into Consultant Agreement. These Policies and Procedures, in their present form and as amended at the sole discretion of B3 Sciences Inc., (hereafter “B3” or the “Company”), are incorporated into the B3 Independent Consultant Agreement. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the B3 Independent Consultant Agreement, the Policies and Procedures, and the B3 Business Entity Addendum (the Business Entity Addendum is only applicable to Consultant’s who enroll as a business entity).

Independent Consultants shall be referred to herein as “Consultants” or as “Independent Consultants”. The Company reserves the right to amend the Agreement at its discretion. Amendments shall be effective 30 days after notice and publication of the amended provisions in the Consultant’s Online Office but amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. A Consultant may cancel his/her B3 business at any time and for any reason.

Policies and Provisions Severable. If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of a Consultant against B3 shall not constitute a defense to B3’s enforcement of any term or provision of the Agreement.

Term and Renewal of a B3 Business. The term of this Agreement is month-to-month. It automatically renews for an additional month upon the Consultant’s payment of his/her B3 replicated website fee, unless that fee has been waived by a special promotion. A Consultant’s failure to pay his/her replicated website fee will result in the suspension of his/her B3 business until the fee is paid. If the replicated website fee is not paid for two consecutive months, the Consultant’s B3 business will be permanently cancelled.

Monthly website renewal fees are optional in North Dakota.

Independent Contractor Relationship. Consultants are independent contractors and not employees of B3. In all written, graphic, or digital material used for B3 business purposes, Consultants must represent themselves as an “Independent B3 Consultant.” In verbal conversations with prospective Consultants and customers, Consultants must introduce themselves as an “Independent B3 Consultant.” Consultants shall not lead anyone to believe that they are employees of B3.

General Conduct. Consultants shall safeguard and promote the good reputation of B3 and its products, and must avoid all illegal, deceptive, misleading, unethical or immoral conduct or practices, and must exhibit high moral character in their personal and professional conduct. Consultants shall not engage in any conduct that may damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this policy, and the following list is not a limitation on the standards of conduct to which Consultants must adhere pursuant to this policy, the following standards specifically apply to Consultants’ activities:

- Deceptive conduct is always prohibited. Consultants must ensure that their statements are truthful, fair, accurate, and are not misleading;
- If a Consultant’s B3 business is cancelled for any reason, the Consultant must discontinue using the B3 name, and all other B3 intellectual property, and all derivatives of such intellectual property, in postings on all Social Media, websites, or other promotional material.
- Consultants may not represent or imply that any state or federal government official, agency, or body has approved or endorses B3, its program, or products.
- Consultants must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in the course of their business or their personal lives that, in the Company’s sole discretion, could damage the Company’s reputation or the culture that exists within the field sales force.
- Social Media. In addition to meeting all other requirements specified in these Policies, should a Consultant utilize any form of social media in connection with their B3 business, including but not limited to blogs, Facebook, Twitter, Instagram, Pinterest, LinkedIn, or YouTube, the Consultant agrees to each of the following:
- Consultants are responsible for the content of all material that they produce and all of their postings on any social media platform, as well as all postings on any social media account or platform that they own, operate, or control.
- Consultants shall not make any social media postings, or link to or from any postings or other material, that reflects negatively on B3, any of its products, B3’s owners, management, or employees, or other B3 Consultants.
- Consultants shall not make any social media postings, or link to or from any postings or other material, that is in violation of any intellectual property rights of the Company or any third party.
- No product sales or enrollments may occur on or through any social media account or platform. Product sales and Consultant and customer enrollments may only be processed through the Consultant’s B3 replicated website, B3’s corporate website, or an official B3 corporate social media page.
- No price advertising or discounts may be advertised on any social media platform.
- It is each Consultant’s responsibility to follow the social media platform’s terms of use.
- Any social media account that is directly or indirectly operated or controlled by a Consultant that is used to discuss or promote B3’s products, or the B3 opportunity may not link to any website, social media account or platform, or site of any other nature that promotes the products, services, or business program of any other direct selling company other than B3.
- During the term of this Agreement and for a period of 12 calendar months thereafter, a Consultant may not use any social media account through which he/she discusses or promotes, or discussed or promoted, the B3 business or B3’s products to directly or indirectly solicit B3 Consultants for another direct selling, party plan, multilevel, or network marketing program (collectively and hereafter, “direct selling”). In furtherance of this provision, a Consultant shall not take any action on a social media account or platform that may reasonably be foreseen to draw an inquiry from other Consultants relating to the Consultant’s other direct selling business activities. Violation of this provision shall constitute a violation of the nonsolicitation provision in Policy 18.
- A Consultant may post or “pin” photographs of B3 products on a social media site, but only photos that are provided by B3 and downloaded from the Consultant’s Back-Office may be used.
- If a Consultant creates a business or group page or account on any social media platform to promote his/her B3 business or that relates to B3 and/or its products or opportunity, the page may not be used to promote or advertise the products or opportunity of any other direct selling business. If the Consultant’s B3 business is cancelled for any reason or if the Consultant becomes inactive, the Consultant must deactivate the account and/or page.
- Consultant Created Sales Tools. For purposes of this policy, the term “Sales Tool” means sales aids, advertising materials, promotional materials, and marketing methods, regardless of format and method of dissemination. To ensure that any Sales Tools that Consultants create or use a) are not deceptive, b) contain only substantiated claims, and c) properly identify B3’s trademarks and copyrights, all Sales Tools that a Consultant creates or has created on his/her behalf must be submitted to the Company for review. Such Sales Tools may only be used or displayed to the public if the Consultant receives written approval from the Company. Consultants who receive written authorization from B3 to produce and publish Sales Tools may make approved Sales Tools available to other Consultants free of charge if they wish but may not sell the Sales Tools to other B3 Consultants. Any sale or attempt to sell Sales Tools to another Consultant will result in the termination of the offending Consultant’s B3 business. B3 reserves the right to rescind approval for any previously approved Sales Tool(s), and Consultants waive all claims against B3, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission.
- Approved Sales Tools will be posted in the Marketing Library section of Consultants’ Back-Offices, and will be available for all Consultants’ use free of charge. A Consultant who has created an approved Sales Tool grants B3 and other Independent Consultants an irrevocable and royalty-free license to use the Sales Tools for B3 business purposes, and waives all claims, including but not limited to intellectual property rights claims, and/or claims for remuneration against B3, its officers, directors, owners, agents, and other Independent Consultants for the posting and/or use of the Sales Tools.

Trademarks and Copyrights. The name “B3” and other names or logos as may be adopted by the Company are proprietary trade names, trademarks and service marks of B3. The Company grants Consultants a limited license to use its trademarks and trade names in promotional media for so long as the Consultant’s Agreement is in effect. Upon cancellation of a Consultant’s Agreement for any reason, the license shall expire, and the Consultant shall immediately discontinue all use of the Company’s trademarks and trade names. Under no circumstances may a Consultant use any of B3’s trademarks, logos, or trade names in any email address, website domain name, social media handle, social media name or address, or in any unapproved Sales Tools.

B3 commonly produces live and recorded events as well as webinars and telephone conference calls. During these events Company executives, Consultants, and guests appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. Consultants may not record such company events and functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium.

In addition, Company produced Sales Tools, videos, audios, podcasts, and printed material is copyrighted. Consultants shall not copy any such materials for their personal or business use without the Company’s prior written approval. Consultants have approval to download, print, and/or copy Sales Tools obtained from the Marketing Library provided no impermissible alterations are made to such materials and all copyright and trademark notifications are preserved.

Consultant Web Sites and Mobile Applications. Consultants may create their own websites to promote their B3 businesses or B3’s products and services. Official B3 supplied replicated websites, and Company supplied mobile applications (if applicable) are the only online forums through which B3 products may be sold and new B3 Consultant or customer enrollments may be transacted (prohibited online forums include, but are not limited to, Consultants’ external websites, online auctions, online classified listings websites, and social media accounts). Notwithstanding the foregoing, Consultants may create one external website to promote their B3 business and B3 products, but such external website must comply with the following:

- External websites may not be enabled to take and/or process product orders, product sales, or Consultant or customer enrollments.
- The external site must be directed to the Consultant’s replicated website to process orders, sales and/or enrollments.
- All external websites must a) clearly and conspicuously identify the Consultant who is operating the external website; b) clearly and conspicuously disclose that he/she is a B3 Independent Consultant; and c) clearly and conspicuously disclose that the site is not B3’s corporate website. Websites that directly or indirectly promote B3’s products and/or the B3 opportunity, but do not contain the above required disclosures are not permitted.
- Upon cancellation of an independent Consultant’s B3 Agreement for any reason, the former Consultant must immediately remove the external site from the internet;
- The external website must exclusively promote B3’s products and B3’s opportunity.
- Prior to going live with an external website, the Consultant must submit a beta site to the Company for review and receive the Company’s written authorization to use the website. Following approval, any amendments to the Site must also be submitted to the Company and receive written approval before going live.

B3 reserves the right to rescind approval for any previously approved external web site, and Consultants waive all claims against B3, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission.

Retail Outlets. To support the Company’s direct selling distribution channel and to protect the independent contractor relationship, Consultants agree that they will not sell B3 products in any retail, wholesale, warehouse, or discount establishment without prior written approval from B3. Notwithstanding the foregoing, Consultants may display and sell B3 products at professional trade shows.

Service Related Establishments. Consultants may promote and sell B3 products in service-related establishments. A service-related establishment is one whose primary revenue is earned by providing personal service rather than by selling products. Such establishments include gyms, fitness centers, health clubs, offices of doctors, dentists and other health professionals, beauty salons, and any other business where customer use of the establishment is controlled by membership or appointment. B3 reserves the right to make the final determination as to whether an establishment is service-related or is a proper place for the sale of its products.

Change of Sponsor. The only means by which a Consultant may legitimately change his/her sponsor are by:

- Voluntarily canceling his/her B3 business in writing and remaining inactive for six (6) full calendar months. Following the six calendar month period of inactivity, the former Consultant may reapply under a new sponsor. The Consultant will lose all rights to his/her former downline organization upon his/her cancellation; or
- Submitting a written request to the Company at for a change of sponsor. The Consultant requesting the transfer must also submit written and signed transfer authorization forms from his/her immediate four upline Consultants.

In cases wherein a Consultant improperly changes his/her sponsor, B3 reserves the sole and exclusive right to determine the final disposition of the downline organization that was developed by the Consultant in his/her second line of sponsorship. CONSULTANTS WAIVE ANY AND ALL CLAIMS AGAINST B3, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM B3’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW A CONSULTANT WHO HAS IMPROPERLY CHANGED HIS/HER SPONSOR.

Product Claims. Consultants must not make claims, including but not limited to testimonials, about B3’s products or services that are not contained in official B3 literature or posted on B3’s official website. Under no circumstances shall any Consultant state or imply that any B3 product is useful in the diagnosis, treatment, cure, or prevention of any disease, illness, injury, or other medical condition.

Income Claims. When presenting or discussing the B3 opportunity or Success plan to a prospective Consultant, Consultants may not make income projections, income claims, income testimonials, or disclose their B3 income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records), or the income of any other B3 Consultant. Nor may Consultants make “lifestyle” income claims. A “lifestyle” income claim is a statement or depiction that infers or states that the Consultant is able to enjoy a luxurious or successful lifestyle due to the income they earn from their B3 business. Examples of prohibited lifestyle claims include, but are not limited to, representations (either through audio or visual medium) that a Consultant was able to quit his/her job, acquire expensive or luxury material possessions, or travel to exotic or expensive destinations.

Success plan and Program Claims. When presenting or discussing the B3 success plan, you must make it clear to prospects that financial success in B3 requires commitment, effort, and sales skill. Conversely, you must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include, but are not limited to:

- It’s a turnkey system.
- The system will do the work for you.
- Just get in and your downline will build through spillover.
- Just join and I’ll build your downline for you.
- The Company does all the work for you.
- You don’t have to sell anything.
- All you have to do is buy your products every month.

The above are just examples of improper representations about the success plan and the Company’s program. It is important that you do not make these, or any other representations, that could lead a prospect to believe that they can be successful as a Consultant without commitment, effort, and sales skill.

Media Inquiries. Consultants must not interact with the media regarding the B3 business or products without authorization from the Company. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to B3’s Customer Support Department.

Nonsolicitation. B3 Consultants are free to participate in other direct selling programs. However, during the term of this Agreement and for one year thereafter, with the exception of a Consultant’s personally sponsored Consultants, a Consultant may not directly or indirectly recruit other B3 Consultants for any other direct selling business. The term “recruit” means the direct or indirect, actual or attempted, sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, another B3 Consultant to enroll or participate in another direct selling opportunity. This conduct constitutes recruiting even if the Consultant’s actions are in response to an inquiry made by another Consultant or customer.

If a Consultant is engaged in another direct selling program or business, it is the responsibility of the Consultant to ensure that his or her B3 business is operated entirely separate and apart from all other businesses and/or direct selling programs. To this end, the Consultant must not:

- Display B3 Sales Tools or products with or in the same location as, any non-B3 promotional material or sales aids, products or services. (With the exception of group or business pages used to promote B3’s products or opportunity, Consultant’s social media accounts are exempt from this policy.)
- Offer the B3 opportunity, products or services to prospective or existing customers or Consultants in conjunction with any non-B3 program, opportunity or products. (With the exception of group or business pages used to promote B3’s products or opportunity, Consultant’s social media accounts are exempt from this policy.)
- Offer, discuss, or display any non-B3 opportunity, products, services or opportunity at any B3-related home party, meeting, seminar, convention, webinar, teleconference, or other function.

Handling Personal Information. If you receive Personal Information from or about prospective Consultants or customers, it is your responsibility to maintain its security. You should shred or irreversibly delete the Personal Information of others once you no longer need it. Personal Information is information that identifies, or permits you to contact, an individual. It includes a customer’s, potential customers, Consultants and prospective Consultants’ name, address, email address, phone number, credit card information, social security or tax identification number and other information associated with these details.

Confidential Information. “Confidential Information” includes, but is not limited to, the identities, contact information, and/or sales information relating to B3’s Consultants and/or customers: (a) that is contained in or derived from any Consultants’ respective Back-Office; (b) that is derived from any reports issued by B3 to Consultants to assist them in operating and managing their B3 business; and/or (c) to which a Consultant would not have access or would not have acquired but for his/her affiliation with B3. Confidential Information constitutes proprietary business trade secrets belonging exclusively to B3 and is provided to Consultants in strict confidence. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than Consultant’s use in building and managing his/her Independent B3 business.

Product Inventory for Direct Sale to Customers. Consultants may carry a small inventory of B3 products not to exceed $2500, for resale to their personal customers. Consultants who make these direct sales are required to sell B3 products at the same Customer prices as B3 and that are posted in the B3 Customer Cart. Consultants who purchase B3 products at wholesale pricing and then sell them at Retail Customer pricing, are entitled to the profit or different in pricing. Consultants who make these Direct Sales are responsible for complying with State and Local laws and are encouraged to discuss these laws with a local accountant. Consultants who make these Direct Sales must offer and comply with the same B3 refund and return policies and are required to disclose these policies to any Customer who purchases direct from the Consultant.

Bonus buying is strictly prohibited. Bonus buying is the purchase of merchandise for any reason other than bona fide resale or use, or any mechanism or artifice to qualify for rank advancement or maintenance, incentives, prizes, commissions or bonuses that are not driven by bona fide product purchases by end user consumers for actual use.

Limitations on Consultant and Household Businesses. Consultants may own, operate, control, or have an interest in, only one B3 business, and there may be only one B3 business in a household. A “household” is defined as spouses or couples, and dependent children of one or both spouses or couples, living in the same home of the spouses or member of the couple, as well as dependent children of either spouse or member of the couple, while attending school away from home. There may be no more than two B3 businesses per household. If there are two businesses in the household, both businesses must have the same Sponsor or one Household Business must be the immediate Sponsor of the other Household business.
Actions of Household Members. If a household family member of a Consultant engages in conduct that would be a violation of the Agreement, the conduct of the household family member may be imputed to the Consultant.

Business Entities as Consultants. Business Entities may enroll as B3s Consultants by completing the Consultant Application and Agreement and submitting a Business Entity Addendum to the Company. “Business Entity” means a corporation, partnership, limited liability company, trust or other entity that owns or operates a B3 independent business. An “Affiliated Party” is an individual, partnership, trust, limited liability company, or other entity that has an ownership interest in, or management responsibility for, a Business Entity.

If a Business Entity enrolls as a Consultant, the Business Entity and each Affiliated Party must comply with the Agreement. If a Business Entity and/or any Affiliated Party violates the Agreement, B3 may take disciplinary action against the Business Entity and/or against any or all of the Affiliated Parties.

Tampering With Product Packaging. B3 products must be sold in their original packaging; Consultants shall not alter the original packaging or labeling.

Negative Comments. Complaints and concerns about B3 should be directed to the customer Service Department. Consultants must not disparage, demean, make negative remarks to third parties or other Consultants about B3, its products, owners, officers, directors, management, other B3 Consultants, the Marketing and Success plan, or B3’s directors, officers, or employees. Consultants shall not publish any libelous comments or statements or make any slanderous comments or statements regarding B3, its products, owners, officers, directors, management, other B3 Consultants, the Marketing and Success plan, or B3’s directors, officers, or employees. B3 will not hesitate to terminate the Agreement of any Consultant who violates this policy or to take legal action to protect its reputation where necessary. Disputes or disagreements between any Consultant and B3 shall be resolved through the dispute resolution process, and the Company and Consultants agree specifically not to demean, discredit, or criticize one another on the Internet or any other public forum.

Adjustment to Bonuses and Commissions. Compensation stemming from product sales is fully earned when the applicable return, repurchase, and chargeback periods applicable to product sales have all expired. If a product is returned to B3 for a refund or is repurchased by the Company, or a chargeback occurs, the compensation attributable to the returned or repurchased product(s) will be recovered by the Company. Unearned compensation will be deducted, in the month in which the refund is issued or the chargeback occurs and continuing every pay period thereafter until the commission is recovered, from the upline Consultants who received bonuses and commissions on the sales of the refunded products.

B3 reserves the right to withhold or reduce any Consultant’s compensation as it deems necessary to comply with any garnishment or court order directing B3 to retain, hold, or redirect such compensation to a third party.

Disciplinary Sanctions. Violation of the Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Consultant that the Company reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of the Consultant’s B3 business, and/or any other disciplinary measure that B3 deems appropriate to address the misconduct. In situations deemed appropriate by B3, the Company may institute legal proceedings for monetary and/or equitable relief.

Indemnification. Consultants agree to indemnify B3 for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that B3 incurs resulting from or relating to any act or omission by Consultant that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. B3 may elect to exercise its indemnification rights through withholding any compensation due the Consultant. This right of setoff shall not constitute B3’s exclusive means of recovering or collecting funds due B3 pursuant to its right to indemnification.

Effect of Cancellation. A Consultant whose business is cancelled for any reason will lose all Consultant rights, benefits and privileges. This includes the right to represent yourself as an Independent B3 Consultant, to sell B3 products and services and the right to receive commissions, bonuses, or other income resulting from his/her own sales and the sales and other activities of the Consultant and the Consultant’s former downline sales organization. There is no whole or partial refund for tangible sales kits that are not currently marketable, Back-Office, Replicated Website or renewal fees if a Consultant’s business is cancelled.

Voluntary Cancellation. A participant in this direct selling plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address or by cancelling his/her business through the Back-Office. The written notice must include the Consultant’s signature, printed name, address, and Consultant I.D. Number. If a Consultant is also on the Autoship program, the Consultant’s Autoship order shall continue unless the Consultant also specifically requests that his or her Autoship Agreement also be canceled. A Consultant may also voluntarily cancel his/her B3 business by failing to renew the Agreement on its monthly anniversary date or by withdrawing consent to contract electronically.

Cancellation for Inactivity. If a Consultant fails to earn a commission for six consecutive months, his/her Consultant Agreement and B3 business may be cancelled for inactivity. If a Consultant is also on the Autoship program, the Consultant’s Autoship order shall continue unless the Consultant also specifically requests that his or her Autoship Agreement also be canceled. The buyer shall then be classified as a retail customer.

Business Transfers. Consultants in good standing who wish to sell or transfer their business must receive B3’s prior written approval before the business may be transferred. Requests to transfer a business must be submitted in writing to the Compliance Department at [email protected] It is within B3’s discretion whether to allow a business sale or transfer, but such authorization shall not be unreasonably withheld. However, no business that is on disciplinary probation, suspension, or under disciplinary investigation may be transferred unless and until the disciplinary matter is resolved. Prior to transferring a business to a third party, the Consultant must offer B3 the right of first refusal to purchase the business on the same terms as negotiated with a third party. The Company shall have ten days to exercise its right of first refusal.

Transfer Upon a Consultant’s Death. A Consultant may leave his/her business to his/her heirs. Because B3 cannot divide commissions among multiple beneficiaries or transferees, the beneficiaries or transferees must form a business entity (corporation, LLC, partnership, etc.), and B3 will transfer the business and issue commissions to the business entity. In the case of a business transfer via testamentary instrument, the beneficiary of the business must provide B3 with certified letters testamentary and written instructions of the trustee of the estate, or an order of the court, that provides direction on the proper disposition of the business. The beneficiary must also execute and submit to the Company a B3 Consultant Agreement within 30 days from the date on which the business is transferred by the estate to the beneficiary or the business will be cancelled.

Business Distribution Upon Divorce. B3 is not able to divide commissions among multiple parties, nor is it able to divide a downline organization. Consequently, in divorce cases, any settlement or divorce decree must award the business in its entirety to one party. B3 will recognize as the owner of the business the former spouse to who is awarded the business pursuant to a legally binding settlement agreement or decree of the court. The former spouse who receives the B3 business must also execute and submit a B3 Consultant Agreement within 30 days from the date on which the divorce becomes final or the business will be cancelled.

Dissolution of a Business Entity. B3 is not able to divide commissions among multiple parties, nor is it able to divide a downline organization. Consequently, in the event that a business entity that operates a B3 business dissolves, the owners of the business entity must instruct the Company on the identity of the proper party who is to receive the business. The B3 business must be awarded to a single individual or entity that was previously recognized by the Company as an owner of the business entity; the Company cannot divide the business among multiple parties or issue separate commission payments. If the business entity wishes to sell or transfer its B3 business, it must do so pursuant to Policy 36. In addition, the recipient of the B3 business must also execute and submit a B3 Consultant Agreement to the Company within 30 days from the date of the dissolution of the business entity or the B3 business will be cancelled.

Assignment and Delegation by B3. B3 shall not assign its rights in the Agreement of any individual Consultant to any third party without the written consent of the Consultant. Notwithstanding the foregoing, if the assets of B3, or a controlling ownership interest in B3, is transferred to a third party, B3 may assign its rights and delegate its duties and obligations under the Agreement to such third party as part of the sale or transfer.

Inducing Consultants to Violate the Agreement. Consultants shall not induce, encourage, or assist another Consultant to violate the Agreement.

Reporting Errors. If a Consultant believes that B3 has made an error in his/her compensation, the structure or organization of his/her genealogy, or any other error that impacts the Consultant’s income, he/she must report it to the Company in writing within 60 days from the date on which the mistake occurred. While B3 shall use its best efforts to correct errors reported more than 60 days after the date of the error, B3 shall not be responsible to make changes or remunerate Consultants for losses for mistakes that are reported more than 60 days after the mistake occurs.

International Activities. Consultants may not sell B3 products or conduct business activities of any nature in any foreign country that the Company has not announced is officially open for business or has announced that B3 can service Customers in that country.

Dispute Resolution. Stages of Dispute Resolution and General Dispute Resolution Process. Disputes between the Company and a Consultant(s) that arise from or relate to the Agreement, the business operated by the Consultant, or the opportunity offered by the Company shall be resolved according to the three-step procedure of (a) informal negotiation; (b) non-binding mediation; and (c) trial before a court for claims under $25,000.00 so long as equitable relief is not also sought (except as set forth below), or binding confidential arbitration if the claim is for $25,000.00 or more and/or if equitable relief is sought. IF A CLAIM SEEKS DAMAGES FOR $25,000.00 OR MORE, OR SEEKS EQUITABLE RELIEF (EXCEPT AS SET FORTH BELOW), THE PARTIES AGREE TO RESOLVE THE DISPUTE THROUGH BINDING ARBITRATION AND WAIVE CLAIMS TO A TRIAL BEFORE ANY COURT OR JURY.

The following shall apply to all proceedings under this dispute resolution policy:

- Any claim a party has against the other must be brought within one year from the date on which the act or omission giving rise to the claim occurred. In cases in which informal negotiation is required, once informal negotiation is requested in writing the one-year limitation of actions provisions in this policy shall be tolled until the completion of the mediation phase of this policy and for ten calendar days thereafter.
- At no time prior to completion of the negotiation and mediation procedures below shall either party initiate arbitration or litigation related to this Agreement or the business except as may be specified otherwise in this dispute resolution policy.
- All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation and/or mediation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in any court trial, arbitration, or in any other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation and/or mediation.
- Informal negotiations and mediation shall take place in Los Angeles, California unless the parties mutually agree on another forum. Informal negotiations and mediation shall take place telephonically if either party requests such and it is practicable to do so.
- If litigation is filed in court (i.e., all claims seeking less than $25,000.00 with no claim for equitable relief), the parties consent to the exclusive jurisdiction of the state or federal courts located in Dallas Texas(excepting claims that meet the jurisdictional limits of the applicable small claims courts in the state and county in which the Consultant resides, in which case the claim may be brought in such small claims court).\
- If arbitration is filed (i.e., all claims seeking damages of $25,000.00 or more and/or claims in which equitable relief is sought), the arbitration proceedings shall be held in Dallas, Texas.
- Each party shall be responsible for its own attorney’s fees, its expert, professional, and witness fees, and its costs incurred in associated with informal negotiation, mediation, arbitration, or litigation, as applicable.

Step 1 - Informal Negotiation. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement or the Company’s business promptly by negotiation between the aggrieved Consultant(s) and executives of the Company who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. A party may, at its election, choose to be accompanied in such negotiation by an attorney. If one party elects to have its attorney present, the other party must also agree to have its attorney present if that party has retained counsel.

To institute the negotiation process, either party may give the other party written notice of any dispute not resolved in the normal course of business. Within 10 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive and attorney who will accompany that party (if applicable), or the name of the Consultant and his/her attorney (if applicable) who will accompany him/her in the negotiation. Within 20 days after delivery of the notice, the parties and the attorneys (as applicable) of both parties shall meet at a mutually acceptable time and place. Such meeting may occur telephonically if one party requests that the meeting be held telephonically.

Unless otherwise agreed in writing by the negotiating parties, mediation may be initiated one business day following the close of the negotiation phase. The negotiation phase is “closed” when one party notifies the other in writing that it considers the negotiations “closed”. Such closure shall not preclude continuing or later negotiations if desired by both parties.

Step 2 – Mediation. If the parties are unsuccessful in resolving their dispute through good faith negotiation, the next step in the dispute resolution process is mediation. If a party elects to pursue mediation, the party shall submit a written request for mediation to the other party within 10 calendar days after the negotiation phase is completed. The parties shall have 10 calendar days following such request to select a mutually acceptable mediator. If the parties cannot agree on a mutually acceptable mediator, they shall apply to JAMS (www.jamsadr.com) to have a neutral mediator appointed.

If neither party timely requests mediation following the completion of the negotiation phase, the dispute shall be deemed resolved and no further action either via mediation, arbitration or litigation may be commenced without the mutual agreement of both parties.

Mediation shall be conducted within 20 calendar days from the date on which the mediator is selected or as otherwise agreed upon by the parties.

Unless otherwise agreed upon by the parties, the mediation shall be closed no later than 20 calendar days following the completion of the meeting between the mediator and the parties.

Step 3 – Arbitration or Litigation. If the dispute has not been resolved through informal negotiation and mediation as provided above, the next step is either arbitration or litigation as provided below.

- Claims under $25,000.00 with no claim for equitable relief. If a claim seeks less than $25,000.00 and equitable relief is NOT sought, an action may be brought pursuant to the arbitration policy below if the parties agree. If the parties do not agree to settle the dispute through arbitration and the amount of the claim is less than the jurisdictional limits for a small claim action, the claim may be brought before the small claims court in the county in which the Consultant resides. If the amount of the claim exceeds the jurisdictional amount for a small claims proceeding, the parties consent to the exclusive jurisdiction before the state and federal courts in Dallas, Texas.
- Claims for $25,000.00 or more or claims seeking equitable relief - Confidential Binding Arbitration. If a claim seeks $25,000.00 or more, or seeks equitable relief, and the parties do not successfully resolve their dispute through the negotiation and mediation procedures above, the dispute shall be resolved through binding confidential arbitration as set forth below.

Arbitration Administered by JAMS. The arbitration shall be filed with, and administered by JAMS in accordance with its Comprehensive Rules and Procedures, which are available on JAMS’ website at https://www.jamsadr.com/rules-comprehensive-arbitration/. Copies of JAMS Rules and Procedures will also be emailed to Consultants upon request to B3’s Customer Service Department. Notwithstanding the rules of JAMS, unless otherwise stipulated by the parties, the following shall apply to all Arbitration actions:
- The Federal Rules of Evidence shall apply in all cases.
- The parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure.
- The parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure.
- The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed and shall last no more than five business days.
- The parties shall be allotted equal time to present their respective cases.
- The Arbitrator's Award will consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based.\Any dispute relating to whether the dispute is subject to arbitration shall be decided through arbitration. The arbitration shall be held in Dallas, Texas

Confidentiality. With the exception of discussing the claims with bona fide witnesses to the dispute, neither party (nor any of its attorneys, agents, employees, or proxies) shall verbally or in writing discuss, publish, or otherwise disseminate the claims, allegations, merits, evidence, positions, pleadings, testimony, rulings, awards, orders, issues, or any other aspect of the dispute to any third party, including but not limited to disclosure on the internet or on any social media or blog platform, prior to, during, or after any phase of the three steps of the dispute resolution process unless a specific exemption in this dispute resolution policy applies.

Liquidated Damages for Breach of the Confidentiality Obligation. If a party violates its confidentiality obligations under this dispute resolution policy, the non-breaching party shall incur significant damages to its reputation and goodwill that shall not be readily calculable. Therefore, if a party, its attorneys, agents, or a proxy of a party breaches the confidentiality provisions of this dispute resolution policy, the following shall apply:

The non-breaching party shall be entitled to liquidated damages in the amount of $10,000.00 per violation, or $25,000.00 per violation if the disclosure is published on the internet, including but not limited to disclosure on any website or on any social media forum. Every disclosure of each claim, allegation, pleading, or other prohibited disclosure shall constitute a separate violation. Notwithstanding this confidentiality and liquidated damage provision, nothing herein shall limit the right or ability of a party to disclose evidence, claims, or allegations relating to the dispute to any individual who is, or who may be, a bona fide witness to the dispute. The parties agree that this liquidated damage amount is reasonable and waive all claims and defenses that it constitutes a penalty; AND

Breach of the confidentiality provision by disseminating or publishing information described in subparagraph c above through any form of mass media (including but not limited to posting on the Internet or on any social media platform) by a party, a party’s agent, or a party’s proxy shall constitute an act of wanton and gross bad faith, and shall constitute a waiver of the breaching party’s right to pursue the claim(s) and/or defense(s) against the non-breaching party, and shall entitle the non-breaching party to a default judgment against the breaching party.

Emergency Relief. Either party may bring an action before JAMS seeking emergency relief to protect its intellectual property rights, including but not limited to protecting its rights pursuant to the non-solicitation provisions of these policies. A claim or cause of action seeking emergency relief shall be brought pursuant to the Emergency Relief Procedures in JAMS Comprehensive Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/#Rule%202, or by contacting the company at 10833 Wilshire Blvd suite 322, Los Angeles, CA 90024 ATTN: Legal. The parties agree that any violation of the Confidential Information (Policy 20) or Nonsolicitation (Policy 18) provisions of these policies shall entitle B3 to emergency and permanent equitable relief because: (a) there shall be no adequate remedy at law; (b) B3 shall suffer immediate and irreparable harm should such policies be breached; and (c) if emergency and permanent equitable relief is not granted, the injury to B3 shall outweigh the potential harm to Consultant if emergency and/or permanent equitable relief is granted.

Disputes Not Subject the Three-Step Dispute Resolution Procedure. A party need not go through the informal negotiation or mediation steps in the following situations:

- Action to Enforce Arbitration Award or Order. Either party may bring an action in a court properly vested with jurisdiction to enforce an Arbitration award or order, including but not limited to an order for emergency relief.
- Petitions for Emergency Relief. If a party deems it necessary to seek emergency relief to protect its interests, it may seek emergency relief as set forth in this dispute resolution policy without engaging in the negotiation or mediation process set forth above. Notwithstanding the foregoing, the parties are encouraged, but not required, to engage in negotiation and or mediation concurrently with any pending request for emergency relief.
- Public Injunctive Relief. If public injunctive relief is authorized by federal or state statute, an action may be brought before a court properly vested with jurisdiction over the parties so long as: (a) the relief sought is limited to public injunctive relief that is authorized by federal or state statute; and (b) the public injunctive relief is unavailable through arbitration proceedings hereunder. Note that the confidentiality provisions and corresponding liquidated damages provisions for breach of the confidentiality provision contained in this dispute resolution policy shall remain in effect for claims and actions brought under this exception to the three step dispute resolution process unless such action is brought before a court and the disclosure is related solely to material that is not filed with the court under seal or pursuant to a protective order.
- Disciplinary Sanctions. The Company shall not be required to engage in the three-step dispute resolution process prior to imposing disciplinary sanction for violation of the Agreement.

Remedies. Remedies available to Consultants under U.S. federal laws and the state and local laws of a Consultant’s state of residence shall remain available to the Consultant in any arbitration proceeding.

Class Action Waiver. All disputes, whether pursued through arbitration or before the courts, that arise from or relate to the Agreement, that arise from or relate to the B3 business, or that arise from or relate to the relationship between the parties, shall be brought and proceed on an individual basis. The parties waive their rights to pursue any action against the other party and/or their respective owners, officers, directors and agents, on a class or consolidated basis. You may opt out of this class action waiver if you wish by submitting written notice to the Company of your desire to opt out within 30 days from the date on which you enroll as a Consultant. Submit your written opt-out notice to the Company at its corporate office in Dallas Texas as posted on the b3sciences.com website under the ‘Contact’ link.

Governing Law. The Federal Arbitration Act shall govern all matters relating to arbitration. Except as otherwise specifically referenced in these Policies and Procedures, the law of the State of Texas, without regard to principles of conflicts of laws, shall govern all other matters relating to or arising from the Agreement, the B3 business, the relationship between the parties, or any other claim between the parties. Notwithstanding the foregoing, if a dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court resides shall apply.

Damages for Wrongful Termination. In any case which arises from or relates to the wrongful termination of a Consultant’s Agreement and/or independent business, the parties agree that damages will be extremely difficult to ascertain. Therefore, the parties stipulate that if the involuntary termination of a Consultant’s Agreement and/or loss of their independent business is proven and held to be wrongful under any theory of law, Consultant’s sole remedy shall be liquidated damages calculated as follows:

For Consultants at the “Paid As” ranks 3-8, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to B3’s Success plan in the twelve (12) months immediately preceding the termination.

For Consultants at the “Paid As” rank 9 and above, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to B3’s Success plan in the twenty-four (24) months immediately preceding the termination.

A Consultant’s “Paid As” rank is the rank or title at which they actually qualify to earn compensation under the B3 Success plan during a pay-period. For purposes of this policy, the relevant pay-period to determine a Consultant’s “Paid As” rank is the pay-period during which the Consultant’s business is placed on suspension or terminated, whichever occurs first. The “Paid As” rank differs from the “Title Rank,” which is the highest title or rank that a Consultant has ever achieved under the B3 Success plan.

Damage Waiver. In any action arising from or relating to the Agreement, the B3 business, or the relationship between the parties, the parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The parties further waive all claims to exemplary and punitive damages. Nothing in this policy shall restrict or limit a party’s right to recover liquidated damages as set forth in these Policies and Procedures.

Louisiana Residents. The foregoing dispute resolution provisions shall apply to Louisiana residents with the exception that Louisiana residents may bring an arbitration action in his/her home forum and pursuant to

Refund and Returns Policy can be viewed here