Privacy Policy

Viiva,® LLC

Terms & Policies

1. Independent Business Owner (shall be referred to herein as “IBO” “You” or “Your.” Viiva, LLC. shall be referred to as “Viiva” or the “Company.” The singular shall include the plural and the masculine shall include the feminine, and vice versa.

2. Integration. Any promises, representations, offers, or other communications not set forth in the Agreement are of no force or effect.

3. W-9 Form Required. IBO’s Status as a Viiva IBO is temporary. AN IBO must submit a properly completed IRS Form W-9 to Viiva within 30 days from the date of IBO’s application. Failure to submit a timely W-9 will result in the cancellation of IBO’s Viiva business. IBO will have 30 days from the date that notice is posted to submit IBO properly completed W-9 to Viiva at __________________________________. If IBO does not submit a W-9 within such time, IBO’s Viiva business will be placed on suspension and IBO will not be eligible to earn additional commissions or to operate an Viiva business. If IBO fails to submit IBO W-9 within sixty days from the date on which the W-9 notice is posted in IBO Back Office, IBO’s Viiva business will be cancelled.

4. IBOs’ Rights. As an IBO for Viiva, IBO has the rights to solicit orders for Viiva products;

• to sell Viiva products
• to participate in Viiva’s compensation plan if IBO qualified; and
• to Recruit new IBOs and build a sales organization.

6. Adherence to the Agreement. IBOs must comply with the Agreement. If IBO has not yet reviewed the Terms and Policies at the time IBO executes this Agreement, they are posted in IBO’s Smart Hub. IBO must review the Terms and Policies within five days from the date on which IBO executes this Agreement. If IBO does not agree to the Terms and Policies, IBO’s sole recourse is to notify the Company and cancel his/her Viiva Agreement. Failure to cancel constitutes IBO’s acceptance of the Terms and Policies. IBO must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from Viiva.
7. . The following meanings as used in the Agreement shall be ascribed to these terms:

“Affiliated Party” – an individual or Business Entity that has an ownership interest in, or formal or informal management responsibility for, a Business Entity.

“Agreement”- The contract between Viiva and IBOs. It is comprised of: 1) the IBO Application & Agreement; 2) these Terms & Policies; 3) The Business Entity Addendum (applicable only to IBOs that operate as a Business Entity; 4) the Viiva Compensation Plan, each in their current forms and as modified in the future. The most current version of each of these documents is available in your IBO Smart Hub. The Agreement is a contract, so you should be certain you understand each provision before you execute the Agreement. You may retain counsel to assist you if you wish.

 “Bonus Buying” 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 users for actual use.

“Business Entity” –  a corporation, partnership, limited liability company, trust or other entity that owns, operates or controls a Viiva business.  

“Confidential Information”  – the identities, contact information, and/or sales information relating to Viiva’s IBOs and/or customers: (a) that is contained in or derived from any IBOs’ respective IBO Smart Hub; (b) that is contained in or derived from any reports issued by Viiva to IBOs; and/or (c) to which an IBO would not have access or would not have acquired but for his/her affiliation with Viiva. Confidential Information belongs exclusively to Viiva and is provided to IBOs in strict confidence.

“Good Standing” – a Viiva business that: (1) is current on all payments and fees owed Viiva; and (2) has not been under disciplinary investigation, probation, or sanction for the immediately preceding 12 consecutive calendar months.

“Household” spouses or couples, and dependent children of one or both spouses or couples, living in the same home as an IBO. The dependent children of either spouse or member of the couple, while attending school away from home is also a member of the Household.

“Network Marketing” – a business that utilizes a multilevel compensation formula to compensate its sales force or in which  members of the sales force may recruit others to serve as independent contractor sales-persons or consumers for the business.   

“Personal Information” – information that identifies an individual, permits anyone to contact the individual, or the financial information of such individual. By way of example, and not limitation, it includes a customer’s, potential customers, IBOs and prospective IBOs’ name, address, email addresses, phone number, credit card and/or banking information, social security or tax identification number and other information associated with these details.

“Recruit” or “Recruiting” – the direct or indirect, actual or attempted, sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, another Viiva IBO, IBO or customer to enroll or participate in another Network Marketing Business. This conduct constitutes Recruiting even if an IBO or former IBO’s actions are in response to an inquiry made by another IBO, IBO or customer. An action that is reasonably foreseeable to result in causing another IBO, IBO or customer to contact an IBO (“Individual X”) about Individual X’s non-Viiva business activities or products he/she is selling is “Recruiting.”

“Tool” –  Promotional material used to assist in promoting goods, services or a business program. Examples of Tools include, but are not limited to, printed materials, websites, audio & video recordings, social media postings and mobile applications. All Tools must adhere to all of the Company’s Policies.

7. Changes to the Agreement. The Company reserves the right to change the Agreement as reasonably necessary. Changes shall be effective 30 days after notice of the changes and publication of the notice in IBOs’ Smart Hubs, but changes shall not apply retroactively to conduct that occurred prior to the effective date of the changes. If an IBO does not agree to any changes, the IBO’s recourse is to cancel his/her Viiva Agreement.
8. Independent Contractor Status. IBOs are independent contractors and not employees, partners, legal representatives, or franchisees of Viiva. IBOs are solely responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. IBO SHALL NOT BE TREATED AS AN EMPLOYEE OF Viiva FOR FEDERAL OR STATE TAX PURPOSES. Viiva is not responsible for withholding and shall not withhold or deduct FICA, or taxes of any kind from IBO’s compensation. IBOs are not entitled to workers compensation or unemployment security benefits of any kind from Viiva.
9. IBOs are not assigned territories.

10. Assignment of Rights. Neither party shall assign its rights nor delegate its duties under the Agreement without the prior written authorization of the other Party. Notwithstanding the foregoing, if the assets of Viiva, or a controlling ownership interest in Viiva, is transferred to a third party, Viiva may assign its rights and delegate its duties and obligations to all IBOs under the Agreement to such third party as part of the transfer and need not obtain IBOs’ prior written authorization.

11. Waiver. Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.

12. Waiver of Right of Publicity. IBOs grant Viiva an irrevocable license to reproduce and use their name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums. IBOs waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material. 

13. Minimum Age. Persons under age 18 may not be IBOs and no IBO shall knowingly recruit or sponsor, or attempt to recruit or sponsor, any person under age 18. IBO applicants in Puerto Rico under age 21 must also submit a parental consent form (obtained in the Resource Library of IBO Viiva Smart Hub or by emailing

14. If any provision of the Agreement, in its current form or as changed in the future, 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 by the Company to the least extent necessary to bring it in compliance with the law.
15. First Breach Rule. The existence of any claim or cause of action of IBO against Viiva for a breach of this Agreement shall not constitute a defense to Viiva’s enforcement of any term or provision of the Agreement.

16. Term and Renewal of a Viiva Business The term of this agreement is one year. Viiva reserves the right to terminate all IBO Agreements upon 30 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via Network Marketing channels.  

17. Maryland Residents: A participant may cancel the contract for any reason within 3 months after the date of receipt of goods or services first ordered; upon cancellation, the Company shall repurchase the goods; and the repurchase price shall be at least 90% of the original price paid by the participant.

19. Puerto Rico Residents: IBO may cancel this Agreement at any time within 90 days from the date of enrollment, or at any time upon showing the Company’s noncompliance with any of the essential obligations of the distribution contract or any act or omission by the Company adversely affecting the interests of the dealer in the development of the market of the properties or services. IBO cancellation may be sent to the Company in writing and sent via registered mail. If an IBO cancels under these conditions, the Company shall: (a) Reacquire the total of the products that the IBO purchased from the Company which are in his/her possession and in good condition at a price of not less than ninety percent (90%) of their original net cost; (b) Return to IBO not less than ninety percent (90%) of the original net cost of any services that the IBO acquired from the Company; (c) Return 90% of any sum paid by the IBO for the purpose of participating in the business.
20. General Conduct. IBOs are responsible for obtaining all licenses (including but not limited to copyright licenses) necessary for republication of third-party content (music, etc.) that they utilize. In addition, IBOs shall safeguard and promote the good reputation of Viiva 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. IBOs shall not engage in any act or omission that a reasonable person would believe is more likely than not to damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that violates this provision, and the following list is not a limitation of prohibited conduct, the following examples are practices that are specifically prohibited under this policy:

• Making statements relating to Viiva or its products that are deceptive, untruthful, unfair, or misleading;
• Making any implied or express representation that any state or federal government official, agency, or body has approved or endorses Viiva, its program, or products;
• Engaging in conduct in one’s business or in personal capacities that could reasonably be foreseen to damage the Company’s reputation or the culture that exists within the field sales force;
• Engaging in conduct in one’s business or personal capacities that may reasonably be considered bullying, sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party.
• The unwanted disclosure of a third-party’s personal information.
• Publicly promoting a social, political or religious agenda in IBO business or personal capacities may reasonably be foreseen as controversial.

20. Social Media. In addition to meeting all other requirements specified in these Terms & Policies, if an IBO utilizes any form of social media in connection with his/her Viiva business, including but not limited to blogs, Facebook, X, LinkedIn, Instagram, or Pinterest, the IBOs agrees to each of the following:

• IBO shall obtain all licenses (including, but not limited to copyright licenses) for any third-party content they utilize.
• IBOs are responsible for the content of all material that they produce and all of their postings on any social media site, as well as all postings on any social media site that they own, operate, or
• IBO shall not post or link to or from any content that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or 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 site. To process sales or enrollments, a social media site must link only to the IBO’s Viiva replicated website, Viiva’s corporate website or an official Viiva corporate social media page;
• IBO shall follow the social media site’s terms of use;
• Any social media site that is directly or indirectly operated or controlled by an IBO that is used to discuss or promote Viiva’s products, or the Viiva opportunity may not link to any website, social media site, or site of any other nature that promotes the products, services, or business program of any Network Marketing company other than Viiva;
• During the term of the Agreement and for 12 calendar months after the cancellation of an IBO’s business for any reason, an IBO shall not take any action on any social media site on which have discussed or presented Viiva’s products or the Viiva business that may reasonably be foreseen to draw an inquiry from Viiva’s IBOs relating to the IBO’s other Network Marketing business activities or products. Violation of this provision shall constitute a violation of the nonsolicitation provision in Policy 31;
• If an IBO creates a business page on any social media site to promote or relates to Viiva, its products, or opportunity, the page may not promote or advertise the products or opportunity of any other network marketing business other than Viiva and its products. If the IBO’s Viiva business is cancelled for any reason or if the IBO becomes inactive, the IBO must deactivate the page;
• IBO shall not post any content, or link to or from any content of a third party, that promotes a social, religious, or political agenda;
• IBOs shall respect the privacy of other social media users. IBOs shall not engage in abusive social media practices including but not limited to harvesting or trolling for connections, shaming or bullying others.

21. Tool(s)s. IBOs may create their Tool(s) but all Tools must

• Comply with all Company Terms & Policies;

Clearly and conspicuously identify the IBO who is using the Tool(s);

• Clearly and conspicuously disclose that person using the Tool is a Viiva IBO, ;
• Clearly & conspicuously disclose that the Tool(s) is not created or sanctioned by Viiva;
• Upon cancellation of an IBO’s Viiva Agreement for any reason, the former IBO must immediately discontinue using the Tools and/or making them available to other IBOs;
• Tools must exclusively promote Viiva’s products and/or Viiva’s opportunity

Viiva reserves the right to prohibit IBOs from using specific Tools, and IBOs waive all claims against Viiva, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to or arising from such prohibition.

The IBO who created the Tool(s) grants Viiva an irrevocable license to use the Tool(s), and/or to allow Viiva to provide the Tools to other IBOs free of charge, as the Company deems reasonably appropriate. The Company also reserves the reasonable right to prohibit the use of a Tool, and Affiliates waive all claims against the Company, its officers, owners, directors, employees and agents if it exercises its right.

22. Trademarks and Copyrights. The name “Viiva” and other names as may be adopted by the Company are proprietary trade names, trademarks and service marks of Viiva. The Company grants IBOs a limited license to use its trademarks and trade names in promotional material in accordance with these Policies for so long as an IBO’s Agreement is in effect. Upon cancellation of an IBO’s Agreement for any reason, the license shall expire and the IBO shall immediately discontinue all use of the Company’s trademarks and trade names. Under no circumstances may an IBO use any of Viiva’s trademarks or trade names in any email address, website domain name, social media handle, social media name or address.

Viiva commonly puts on live and recorded events as well as webinars and telephone conference calls. During these events Company executives, IBOs, and guests appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. IBOs may not record company 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 also copyrighted. IBOs shall not copy any such materials for their personal or business use without the Company’s prior written approval.  

IBOs shall not utilize any third party’s content without first obtaining a license to utilize such content.

23. Sales Outlets. To support the Company’s Network Marketing distribution channel and to protect the independent contractor relationship, IBOs agree that they will not sell Viiva products in any wholesale, warehouse, or discount establishment, or any online auction or buy-sell site (including but not limited to eBay) without prior written approval from Viiva. Notwithstanding the foregoing, IBOs may display and sell Viiva products at professional trade shows.
24. Service-Related Establishments. IBOs may promote and sell Viiva 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 offices of doctors, dentists and other health professionals; health clubs or fitness centers; beauty salons; and any other business where customer use of the establishment is controlled by membership or appointment. Viiva 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.
25. Change of Sponsor. The only means by which IBOs may legitimately change his/her sponsor are by:  

• Voluntarily canceling his/her Viiva business in writing and remaining inactive for six (6) full calendar months. Following the six calendar month period of inactivity, the former IBO may reapply under a new sponsor. The IBO 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 IBO requesting the transfer must also submit written and signed transfer authorization from his/her immediate two upline IBOs in the sponsorship tree.   

26. Waiver of Claims. In cases wherein an IBO improperly changes his/her sponsor, Viiva reserves the right to determine the final disposition of the downline organization that was developed by the IBO in his/her second line of sponsorship. IBOS WAIVE ANY AND ALL CLAIMS AGAINST VIIVA, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM VIIVA’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW AN IBO WHO HAS IMPROPERLY CHANGED HIS/HER SPONSOR OR WHO OPERATES MORE THAN THE PERMISSIBLE NUMBER OF BUSINESSES.

27. Product Claims. IBOs must not make claims, including but not limited to testimonials, about Viiva’s products that are not contained in official Viiva literature or posted on Viiva’s official website. Under no circumstances shall any IBO state or imply that any Viiva product is useful in the diagnosis, treatment, cure, or prevention of any disease, illness, injury, or other medical condition.
28. Income Claims. IBOs shall not make income projections, income claims, income testimonials, or disclose their Viiva earnings. Nor may IBOs make “lifestyle” income claims. A “lifestyle” income claim is a statement or depiction that implies or states that the IBO enjoys a successful lifestyle due to the income they earn from their Viiva business. Examples of prohibited lifestyle claims include, but are not limited to, representations (either through audio or visual medium) that an IBO was able to quit his/her job, acquire expensive or luxury material possessions, or travel to exotic or expensive destinations.

Note the term “financial freedom” has been overused so much that it has become toxic. Accordingly, it must never be used.

29. Compensation Plan and Program Claims. When presenting or discussing the Viiva compensation plan, IBO must make it clear to prospects that financial success in Viiva requires commitment, effort, and sales skill. Conversely, IBO 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 downline for you.
• The Company does all the work for you.
• IBOs don’t have to sell anything.
• All you do is buy products every month.

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

31. Media Inquiries. IBOs must not interact with the media regarding the Viiva business or products. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to Viiva’s marketing department.   
32. Nonsolicitation
    If an IBO is engaged in another business, it is the responsibility of the IBO to ensure that his/her Viiva business is operated entirely separate and apart from all other businesses and/or Network Marketing programs. To this end, the IBO must not:

• Display Viiva promotional material, sales aids, or products with or in the same location as, any non-Viiva promotional material or sales aids, products or services;
• Offer the Viiva opportunity, products or services to prospective or existing customers or IBOs in conjunction with any non-Viiva program, opportunity or products;
• Offer, discuss, or display any non-Viiva opportunity, products, services or opportunity at any Viiva-related trunk-show, meeting, seminar, convention, webinar, teleconference, or other function.

33. Negative comments in the field serve only to sour the enthusiasm of other IBOs. Therefore, IBOs shall not disparage, libel, slander, or make negative or critical comments to any third party regarding the Viiva, its management, products or compensation plan. All criticism must be directed exclusively to the Company at
34. Confidential Information. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than IBO’s use in building and managing his/her Independent Viiva business. If a Viiva IBO or former IBO (“Rep 1”) is in the downline of another IBO or former IBO (“Rep 2”) in another Network Marketing business, there shall be a rebuttable presumption that Rep 2 used Viiva’s Confidential Information to recruit Rep 1 into the other Network Marketing Business.
35. Handling Personal Information. If IBO receives Personal Information from or about prospective IBOs, IBOs or customers, it is IBO’s responsibility to maintain its security. IBO should shred or irreversibly delete the Personal Information of others once IBO no longer needs it.
36. Product Inventory & Bonus Buying.
    Bonus Buying is prohibited
37. Limitations on IBO and Household Businesses. IBOs may own, operate, control, or have an interest in, only one Viiva business, and there may be no more than 2 Viiva business in a household. If there are two businesses in a household, both businesses must have the same Sponsor or one Household Business must be the immediate Sponsor in the enrollment tree of the other Household business.

40. Business Entities. If any Business Entity or Affiliated Party violates the Agreement, the violation may be imputed, and corresponding disciplinary action may be taken as reasonably decided by the Company, against the Business Entity, the Affiliated Party(s), all of the Owners of the Business Entity and/or Affiliated Party(s) collectively, or jointly and severally against any of the Business Entity owners and/or Affiliated Party(s).
41. Actions of Third-Parties. If a third party acting on behalf of, or with the active or passive assistance of an IBO engages in conduct that would be a violation of the Agreement if performed by an IBO, the conduct of the third-party may be imputed to the IBO.
42. Tampering With Product Packaging. Viiva products must be sold in their original packaging. IBOs shall not alter the original packaging or labeling of Viiva’s products.
43. Sales Receipts. IBOs shall provide their retail customers who purchase merchandise directly from him/her with two copies of an official Viiva sales receipt at the time of the sale and advise them of the three day right to rescind the transaction. IBOs shall maintain all retail sales receipts for a period of two years and furnish them to Viiva at the Company’s request. Sales receipts may be downloaded from . Retail customers who purchase from an IBO’s replicated website need not be provided with a sales receipt as the receipt will automatically be sent by the Company via email at the time the order is placed.    
44. 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 Viiva for a refund or is repurchased by the Company, or a chargeback occurs, the compensation attributable to the returned or repurchased product(s) may be recovered by the Company. Unearned compensation may be deducted, in the month (clawed back) in which the refund is issued or the chargeback occurs and continuing every pay period thereafter until the commission is fully recovered, from IBOs who compensation derived from the sales of returned or refunded products. Likewise it is the responsibility of an IBO to issue a refund to a customer, but Viiva issues the refund, the Company may deduct the amount refunded to the customer from the IBO’s subsequent bonuses and commissions.

Viiva may also reduce IBO’s compensation as necessary to comply with any garnishment or court order directing Viiva to retain, hold, or redirect such compensation to a third party.

Viiva reserves the right to withhold all or part of an IBO’s compensation as it deems appropriate to claw back any compensation.

Viiva’s right of setoff shall not constitute Viiva’s exclusive means of collecting funds due Viiva pursuant to this policy.   

44. Return of Merchandise and Sales Aids by IBOs Upon Cancellation or Termination. Within 30 days from the cancellation or termination of an IBO’s Agreement, the IBO may return products and Sales Tools that he or she personally purchased from Viiva within 12 months prior to the date of cancellation (the one-year limitation shall not apply to residents of Louisiana, Massachusetts and Wyoming and Puerto Rico) so long as the goods are in currently marketable condition. Upon the Company’s timely receipt of returned goods and confirmation that they are in currently marketable condition, the IBO will be reimbursed 90% of the net cost of the original purchase price(s). Shipping and handling charges will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. Goods are in “currently marketable condition” if they are unopened and unused and packaging and labeling has not been altered or damaged. Merchandise that is clearly identified at the time of sale as nonreturnable, closeout, discontinued, or as a seasonal item.
45. Montana Residents: A Montana resident may cancel his/her IBO Agreement within 15 days from the date on which this application is submitted and may return his/her sales kit within such time and is entitled to a full refund for the sales kit and for any other consideration he/she paid within such time period to participate in the program.  
46. Louisiana, Massachusetts and Wyoming Residents: If IBO cancels his/her IBO Agreement, upon receipt of IBO written request, Viiva will refund 90% of the costs IBO have incurred to participate in the program during the current year.
47. Satisfaction Promise. .
48. Other Cancellation Rights. Customers, Preferred Customers and newly enrolled IBOs have three business days within which to cancel their initial purchase and obtain a full refund. Residents of Alaska have five business days and residents of North Dakota age 65 and over have 15 days to cancel and receive a full refund. An explanation of these rights is explained on the sales receipt.
49. Disciplinary Sanctions. The Company may craft any disciplinary measure reasonably appropriate to address or rectify an act or omission by an IBO that is in violation of this Agreement. In situations deemed appropriate by Viiva, the Company may institute legal proceedings for monetary and/or equitable relief.

48.  Equitable Relief. IBOs agree and stipulate that any violation of Policies 31, 23 and/or 33 will cause Viiva irreparable harm for which there is no adequate remedy at law, and that the harm to the Viiva if no equitable relief is awarded will outweigh any potential harm to IBO if equitable relief is awarded to the Company. Therefore, Viiva shall be entitled to immediate and permanent equitable relief to prevent further violation of either policy in addition to recovering any actual damages it incurs. Viiva shall not be required to post bond.
49. Compliance Disclosure to Upline. If disciplinary action is taken against an IBO for violation of the Agreement, the Company may disclose the details of the matter and its resolution to the disciplined IBO’s upline.  

51. IBOs agree to indemnify Viiva for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that Viiva incurs resulting from or relating to any act or omission by IBO that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. Viiva may elect to exercise its indemnification rights through withholding any compensation due the IBO. This right of setoff shall not constitute Viiva’s exclusive means of recovering or collecting funds due Viiva pursuant to its right to indemnification.  
52. Effect of Cancellation. An IBO whose business is cancelled for any reason will lose all IBO rights, benefits and privileges. This includes the right to represent IBO as an Independent Viiva IBO, to sell Viiva 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 IBO and the IBO’s former downline sales organization. There is no whole or partial refund for tangible sales kits that are not currently marketable, IBO Smart Hub, replicated website or renewal fees if an IBO’s business is cancelled

A roll up provision is added here. Some compensation plans do not allow roll ups, whereas others do. Some (binarys & matrices) have specific rules that must be met. We must discuss what Viiva wishes to do regarding roll ups.

52. Voluntary Cancellation. A participant in this network-marketing plan has a right to cancel at any time, regardless of reason. Voluntary cancellation shall be effective by: (a) submitting written cancellation to the Company at its principal business address or by cancelling his/her business through the IBO Smart Hub; (b) the Company may (but is not required to) rely on any public announcement of resignation or cancellation by the IBO (including but not limited to any announcement on social media) as an effective cancellation; (c) failure to pay Smart Hub and Replicated Website fees; (d) Revoking IBO’s authorization to contract electronically; or (e) any other means authorized or accepted by Viiva. If IBO is also on the autoship program, IBO’s autoship order shall continue unless IBO also specifically requests that his/her autoship Agreement also be canceled.

53. Cancellation for Inactivity. If an IBO fails to earn a commission for twelve consecutive months, his/her IBO Agreement and Viiva business will be cancelled for inactivity. If the IBO is also participating in the autoship program, the IBO’s autoship order shall continue unless the IBO specifically requests it be canceled. The former IBO shall then be classified as a retail customer.  
54. Involuntary Cancellation (Termination). This Agreement may be involuntarily terminated for material violation of any of the provisions of the Agreement;

55. Business Transfe IBOs in Good Standing who wish to sell or transfer their business must receive Viiva’s prior written approval before the business may be transferred. A transfer without the Company’s prior written approval may be voided by the Company at its reasonable discretion. Requests to transfer a business must be submitted in writing to the Company quest to transfer will be denied if the business is not in Good Standing or if the Company has another reasonable reason to deny the request. Prior to transferring a business to a third party, the IBO must offer the Company 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.

56. Transfer Upon an IBO’s Death. AN IBO may devise his/her business to his/her heirs. Because Viiva cannot divide commissions among multiple beneficiaries or transferees, the beneficiaries or transferees must form a business entity (corporation, LLC, partnership, etc.), and Viiva 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 Viiva 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 Viiva IBO 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.

57. Business Distribution Upon Divorce. Viiva 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. Viiva 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 Viiva business must also execute and submit a Viiva IBO Agreement within 30 days from the date on which the divorce becomes final or the business will be cancelled.

58. Dissolution of a Business Entity. Viiva 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 Viiva 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 Viiva 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 Viiva business, it must do so pursuant to Policy 55. In addition, the recipient of the Viiva business must also execute and submit a Viiva IBO Agreement to the Company within 30 days from the date of the dissolution of the business entity or the Viiva business will be cancelled.

59. Inducing IBOs to Violate the Agreement. IBOs shall not directly or indirectly induce, encourage, or assist another IBO to violate the Agreement.

61. Reporting Errors. If an IBO believes that Viiva has made an error in his/her compensation, the structure or organization of his/her genealogy, or any other error that impacts the IBO’s income, he/she must report it to the Company in writing within 60 days from the date on which the mistake occurred. While Viiva shall use its best efforts to correct errors reported more than 60 days after the date of the error, Viiva shall not be responsible to make changes or remunerate IBOs for losses for mistakes that are reported more than 60 days after the mistake occurs.
62. International Activities. IBOs may not sell Viiva products or conduct business activities of any nature in any foreign country that the Company has not announced is officially open for business.   
63. If any policy is determined to be unenforceable, only the unenforceable policy shall be severed from the Agreement and all remaining policies shall remain in effect.

63. Any provision, which by its terms is to be or may be performed after the termination of this Agreement shall survive the expiration or termination of the Agreement, regardless of the reason for its expiration or termination.
64. Dispute Resolution. If a Dispute between an Independent Business Owner (herinafter “IBO,” “You,” or “Your”), a Customer and Viiva arises from or relates to the Agreement, the Viiva business, or the rights and obligations of either party, &/or an Viiva product(s) (a “Dispute”), the parties shall resolve the Dispute as set forth in this Arbitration & Dispute Resolution Policy.

The Company shall not be required to apply this policy prior to taking disciplinary action against an IBO for a violation or suspected violation of the IBO Application & Agreement &/or any document incorporated by reference thereto.

1. Stages of Dispute Resolution & General Dispute Resolution Procedures. Disputes 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 $50,000.00 so long as equitable relief is not sought (except as set forth below), or binding arbitration if the claim is for $50,000.00 or more or if equitable relief is claimed. IF A CLAIM SEEKS DAMAGES FOR $50,000.00 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 provision:

• Any claim a party has against the other must be brought within one year from the date on which the first act or omission supporting or giving rise to the claim occurred. In cases in which informal negotiation is required, once informal negotiation is requested in writing this one-year limitation of action provision shall be tolled until the completion of the mediation phase of this provision and for ten calendar days thereafter.
• At no time prior to the negotiation and mediation procedures below are completed shall either party initiate arbitration or litigation related to this Agreement or the business except as may be specified otherwise in this Dispute resolution provision.
• 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 arbitration or 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 occur in Salt Lake City, State of Utah unless the parties mutually agree on another forum. Informal negotiations and mediation shall take place telephonically if either party requests such.
• Each party shall be responsible for its own attorney’s fees, expert, professional and witness fees incurred in pursuing any claim, regardless of the forum.
• If litigation is filed in court the action may be brought in the jurisdiction in which either party resides or has its principal place of business.
• Unless otherwise agreed upon by the Parties, if arbitration is filed all arbitration proceedings shall be filed and held in Salt Lake City, State of Utah.  

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 IBO(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 IBO 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 commenced one business day following the close of the negotiation phase described above. The negotiation phase is “closed” when one party notifies the other in writing that it considers the negotiation “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, they shall seek to resolve the Dispute through 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 AAA to have a neutral mediator appointed.

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

Unless otherwise agreed upon by the parties, the mediation shall be closed no later than 30 calendar days following the completion of the meeting between the mediator and the parties.

Step 3(a) – Claims for under $50,000.00 with no claim for equitable relief. Claims for less than $50,000.00 and in which equitable relief is NOT sought may be brought pursuant to the arbitration provision below if the parties agree. If the parties do not agree, a claim may be brought before the small claims or district courts in the county in which either party resides or has its principal place of business.

Step 3(b) – Claims for $50,000.00 or more or claims seeking equitable relief – Confidential Arbitration. If a claim  or counterclaim seeks $50,000.00 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.

Step 3(c) – Equitable Relief. If equitable relief is specifically authorized by federal or state statute, the parties agree that an action may be brought before the district court in the county in which either party resides or has its principal place of business so long as: (a) the relief sought is limited to equitable relief that is specifically authorized by federal or state statute; and (b) the equitable relief is unavailable through arbitration proceedings. The confidentiality provisions and corresponding liquidated damage provisions for breach of confidentiality provision contained in this Dispute resolution provision shall remain in effect for claims and actions asserted under this Step 3(c) unless an action is brought before a court as specifically permitted pursuant to this subsection and the disclosure is related solely to material that is not filed with the court under seal.  You agree and stipulate that any violation of Policies 31, 32 and/or 33 will cause Viiva irreparable harm for which there is no adequate remedy at law, and that the harm to Viiva will outweigh any potential harm to You. Therefore, Viiva shall be entitled to immediate and permanent equitable relief to prevent further violation of either policy in addition to recovering any actual damages it incurs.

1. AAA to Administer Arbitration. The arbitration shall be filed with and administered by the American Arbitration Association (hereinafter the “AAA”). The AAA’s Commercial Arbitration Rules and Mediation Procedures shall apply (The rules are available on AAA’s website at www.adr.org. Copies of AAA Rules and Procedures will also be emailed to IBOs upon request to Viiva’s customer Service Department. Notwithstanding the rules of AAA, 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 500 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;
• An 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 by through arbitration.
• The parties shall divide the arbitrator’s fees evenly;
• All proceedings shall be brought on an individual basis and not as part of a class, joint or consolidated action. The arbitrator shall not have authority to order that a matter be consolidated with one or more other matters;
• Each party shall bear its own attorneys and expert witness fees and its own costs associated with prosecuting or defending the matter

1. Confidentiality. With the exception of discussing the claims with bona fide witnesses to the Dispute, neither party 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 Dispute resolution process unless a specific exemption contained in this Dispute resolution provision applies. Nothing in this provision shall prohibit or limit the Company from discussing any compliance matter and/or its resolution with the upline of an IBO who has received disciplinary action by the Company.
2. Arbitration Opt–Out. If an IBO does not want to be subject to this Arbitration Provision may opt out by notifying Viiva in writ­ing of its desire to opt out of this Arbitration Provision within 30 days of the IBO’s execution of the Agreement. Acceptable forms of notice include sending electronic mail to
3. 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 arbitration provision without engaging in the negotiation provision 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.

• Equitable Relief. If equitable 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 equitable relief that is authorized by federal or state statute; and (b) the equitable relief is unavailable through arbitration proceedings.

• Disciplinary Sanctions. The Company shall not be required to engage in the three-step Dispute resolution process prior to imposing disciplinary sanctions for violation of the Agreement.

1. Unless limited by the terms of this Agreement, remedies available to You under the law of the State of Utah shall remain available to You in any arbitration proceeding.

1. Emergency Relief. Either party may bring an action before AAA 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 AAA Commercial Rules and Procedures, available\at https://www.adr.org/Rules or by contacting the company at  Info@viivaindia.com

65. Dispute Resolution.
    1. Class, Joint & Consolidated Action Waiver. All Disputes that arise from or relate to the Agreement, that arise from or relate to the Viiva 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, EMPLOYEES AND AGENTS ON A CLASS, JOINT OR CONSOLIDATED BASIS. You may opt out of this 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 an IBO. Submit Your written opt-out notice to the Company at  Info@viivaindia.com.

1. Governing Law. The Federal Arbitration Act shall govern all matters relating to arbitration. Except as is otherwise specifically referenced in these policies, the law of the State of Utah without regard to principals of conflicts of laws, shall govern all other matters relating to or arising from the Agreement, the business, the relationship between the parties, or any other claim between the Parties, whether such claim is grounded in contract, tort, warranty or any other theory of law. 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.

1. Damages for Wrongful Termination. In any case which arises from or relates to the wrongful termination of an IBO’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 an IBO’s Agreement and/or loss of their independent business is proven and held to be wrongful under any theory of law, IBO’s sole remedy shall be liquidated damages calculated as follows:

• For IBOs earning up to $10,000.00 in the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to Viiva’s Compensation Plan in the twelve (12) months immediately preceding the termination.  
• For IBOs earning between $10,000.01 and $20,000.00 during the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to Viiva’s Compensation Plan in the twenty-four (24) months immediately preceding the termination.   
• For IBOs earning more than $20,000.00 in the 12-calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to Viiva’s Compensation Plan in the thirty-six (36) months immediately preceding the termination.  

1. Liquidated Damages for Breach of the Confidentiality Obligation. If a Party violates its confidentiality obligations under this arbitration provision, the nonbreaching 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 provision of this Dispute resolution provision, the following shall apply:    

• The non-breaching party shall be entitled to liquidated damages in the amount of $10,000.00 per violation, or $50,000 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 in 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. 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 beaching 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.

1. DAMAGE WAIVER. THE COMPANY SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS OR REVENUES, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THE AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, WARRANTY OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

1. Attorney’s Fees and Costs. Each party to a Dispute shall bear its own attorney’s fees and costs.

1. Louisiana Residents. The Dispute Resolution and Arbitration Policy shall apply to Louisiana residents with the exception that Louisiana residents may bring arbitration against Viiva in his/her home forum and pursuant to Louisiana law.