Ryze,INC d/b/a Ryze Party
STATEMENT OF POLICIES AND PROCEDURES
Effective March 10, 2022
SECTION 1.0 – INTRODUCTION
1.1 MUTUAL COMMITMENT STATEMENT
1.2 POLICIES AND COMPENSATION PLAN INCORPORATED INTO THE INDEPENDENT CONSULTANT AGREEMENT
1.3 PURPOSE OF POLICIES
1.4 CHANGES, AMENDMENTS, OR MODIFICATIONS
1.6 EFFECTIVE DATE
SECTION 2.0 –BASIC PRINCIPLES
2.1 BECOMING A RYZE INDEPENDENT CONSULTANT
2.2 NEW INDEPENDENT CONSULTANT REGISTRATION BY INTERNET
2.3 RIGHTS GRANTED
2.4 IDENTIFICATION NUMBERS
2.5 RENEWALS AND EXPIRATIONS OF THE INDEPENDENT CONSULTANT AGREEMENT
2.6 BUSINESS ENTITIES AND CHANGE TO INDEPENDENT CONSULTANT GENEALOGY
2.7 INDEPENDENT BUSINESS RELATIONSHIP; INDEMNIFICATION OF ACTIONS
2.8 ERRORS OR QUESTIONS
2.9 GOVERNMENTAL APPROVAL OR ENDORSEMENT
SECTION 3.0 – RYZE’S INDEPENDENT CONSULTANT RESPONSIBILITIES
3.1 CORRECT ADDRESS
3.2 TRAINING AND LEADERSHIP
3.3 CONSTRUCTIVE CRITICISM; ETHICS
3.5 REPORTING POLICY VIOLATION
3.7 CROSS SPONSORING PROHIBITION
3.8 ADHERENCE TO THE RYZE COMPENSATION PLAN
3.9 ADHERENCE TO LAWS, REGULATIONS AND ORDINANCES
3.10 COMPLIANCE WITH APPLICABLE INCOME TAX LAWS
3.11 ACTIONS OF HOUSEHOLD MEMBERS OR AFFILIATED PARTIES
3.12 SOLICITATION FOR OTHER COMPANIES; OTHER BUSINESS RESTRICTIONS
3.13 PRESENTATION OF THE RYZE SALES OPPORTUNITY
3.14 COMPENSATION PLAN GOVERNS SALES REQUIREMENTS
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SECTION 4.0 – ORDERING
4.1 GENERAL ORDER POLICIES
4.2 INSUFFICIENT FUNDS
SECTION 5.0 –PAYMENT OF COMMISSIONS AND BONUSES
5.1 BONUS AND COMMISSION QUALIFICATIONS
5.2 COMPUTATION OF COMMISSIONS AND DISCREPANCIES
5.3 BONUS AND COMMISSION ADJUSTMENT FOR RETURNS
SECTION 6.0 – RETURN OF PRODUCT AND SALES AIDS
6.1 CUSTOMER AND INDEPENDENT CONSULTANT RETURN POLICIES
6.2 PHYSICAL PRODUCT RETURN PROCESS
6.3 REFUND OF FEES
7.2 EXPECTATION OF PRIVACY
7.3 EMPLOYEE ACCESS TO INFORMATION
7.4 RESTRICTIONS ON THE DISCLOSURE OF ACCOUNT INFORMATION
7.5 SECURITY AND SECURITY BREACHES
7.6 PRIVACY AND CONFIDENTIALITY
7.7 DATA MANAGEMENT RULE
SECTION 8.0 – PROPRIETARY INFORMATION AND TRADE SECRETS
8.1 BUSINESS REPORTS, LISTS, AND PROPRIETARY INFORMATION
8.2 OBLIGATION OF CONFIDENTIALITY
8.3 BREACH AND REMEDIES
8.4 RETURN OF MATERIALS
SECTION 9.0 – ADVERTISING, PROMOTIONAL MATERIAL, USE OF RYZE NAMES AND
9.1 LABELING, PACKAGING, AND DISPLAYING PRODUCTS
9.2 USE OF RYZE NAMES AND PROTECTED MATERIALS
9.3 E-MAIL LIMITATIONS
9.4 INTERNET AND THIRD-PARTY WEBSITE RESTRICTIONS
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9.5 SOCIAL NETWORKING AND SOCIAL MEDIA
9.6 ADVERTISING AND PROMOTIONAL MATERIALS
9.7 TESTIMONIAL PERMISSION
9.8 TELEMARKETING LIMITATIONS
9.9 INTERNATIONAL MARKETING POLICY
SECTION 10.0 – CHANGES TO AN INDEPENDENT CONSULTANT’S BUSINESS
10.1 MODIFICATION OF THE INDEPENDENT CONSULTANT AGREEMENT
10.2 CHANGE SPONSOR OR PLACEMENT FOR ACTIVE INDEPENDENT CONSULTANT
10.3 CHANGE SPONSOR OR PLACEMENT FOR INACTIVE INDEPENDENT CONSULTANTS
10.4 UNETHICAL SPONSORING
10.5 SELL, ASSIGN, DELEGATE OPPORTUNITY
10.6 SEPARATING A RYZE BUSINESS
10.8 RESIGNATION OR VOLUNTARY TERMINATION
10.9 INVOLUNTARY TERMINATION
10.10 EFFECT OF CANCELLATION
SECTION 11.0 – WARRANTIES AND LIMITATIONS OF LIABILITY
11.1 WARRANTY; DISCLAIMER
11.2 LIMITATION OF LIABILITY
SECTION 12.0 – DISCIPLINARY SANCTIONS
12.1 IMPOSITION OF DISCIPLINARY ACTION – PURPOSE
12.2 CONSEQUENCES AND REMEDIES OF BREACH
SECTION 13.0 – GRIEVANCES AND DISPUTE RESOLUTION
13.2 LIQUIDATED DAMAGES
13.3 DISPUTE RESOLUTION
13.4 GOVERNING LAW
SECTION 14.0 – MISCELLANEOUS
14.3 SUCCESSORS AND CLAIMS
SECTION 15.0 – DEFINITIONS
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POLICIES AND PROCEDURES
1.1 Mutual Commitment Statement
Ryze, LLC (hereafter “Ryze” or simply the “Company”) recognizes that in order to develop a
long-term and mutually rewarding relationship with its independent business owners (“Independent
Consultants” or “ICs”) and retail customers (“Customers”), Company and its ICs must acknowledge
and respect the true nature of the relationship.
A. In the spirit of mutual respect and understanding, Company is committed to:
I. Providing prompt, professional and courteous service and communications to all
of its ICs and Customers;
II. Providing the highest level of quality products/services, at fair and reasonable
III. Exchanging or refunding the purchase price of any product, service or
membership as provided in our Return Policy;
IV. Delivering orders promptly and accurately;
V. Paying commissions accurately and on a timely basis;
VI. Expediting orders or checks if an error or unreasonable delay occurs;
VII. Rolling out new products/services and programs with ICs input and planning;
VIII. Implementing changes in the Compensation Plan or Policies and Procedures that
affect the IC with input from the ICs;
IX. Supporting, protecting and defending the integrity of the Company sales
X. Offering ICs an opportunity to grow with Company.
B. In return, Company expects that its ICs will:
I. Conduct themselves in a professional, honest, and considerate manner;
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II. Present Company Corporate and product/service information in an accurate and
III. Present the Compensation Plan and Return Policy in a complete and accurate
IV. Not make exaggerated income claims;
V. Make reasonable effort(s) to support and train ICs and Customers in their
VI. Not engage in cross-line recruiting, unhealthy competition or unethical business
VII. Provide positive guidance and training to ICs and Customers in their downline
while exercising caution to avoid interference with other downlines. As such, an
IC is discouraged from providing cross-line training to an IC or Customer in a
different organization without first obtaining consent of the IC’s or Customer’s
VIII. Support, protect, and defend the integrity of the Company sales
IX Accurately complete and submit the IC Agreement and any requested supporting
documentation in a timely manner; and
X. Refrain from acting in any way that may constitute harassment of any kind, such
conduct may include: derogatory or threatening comments, inappropriate sexual
behavior including but not limited to unwelcomed sexual advances or requests
for sexual favors, displaying visual images of a sexual nature, physical or verbal
harassment, or violent behavior. IC are strongly encouraged to report any type of
harassment incidents immediately. Company will not tolerate acts or threats of
violence or other violative actions and will investigate all reports and will not
hesitate to discipline or terminate an IC who is found to have violated this
1.2 Policies and Compensation Plan Incorporated into the Independent Consultant
Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Income
Compensation Plan, the IC Agreement, and if applicable, the Business Entity Registration Form. It is
the responsibility of the Sponsoring IC to provide the most current version of these Policies and
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Procedures (available on the Company website) and the Company Compensation Plan to each
applicant prior to their execution of the IC Agreement.
1.3 Purpose of Policies
A. Company is a direct sales company that markets products and services through a
network of business owners. To clearly define the relationship that exists between ICs
and Company and to explicitly set a standard for acceptable business conduct, Company
has established these Policies and Procedures.
B. Company ICs are required to comply with; (i) all of the Terms and Conditions set forth
in the IC Agreement, which Company may amend from time to time in its sole
discretion; (ii) all federal, state and/or local laws governing their Company business;
and (iii) these Policies and Procedures and all agreements incorporated herein.
C. Company ICs must review the information in these Policies and Procedures carefully.
Should an IC have any questions regarding a policy or rule, the IC is encouraged to seek
an answer from their Sponsor or any other upline IC. If further clarification is needed
the IC may contact Company Customer Service.
1.4 Changes, Amendments, or Modifications
A. Because federal, state, and local laws, as well as the business environment, periodically
change, Company reserves the right to amend the Agreement and the prices of
Company products/services in its sole and absolute discretion. Notification of
amendments shall appear in Official Company Materials. Amended provisions shall not
apply retroactively to conduct that occurred prior to the effective date of the
amendment(s) except where indicated, and only in the event that the IC expressly agrees
to the amendment.
NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE, ANY
AMENDMENT BY THE COMPANY TO THE DISPUTE RESOLUTION
SECTION HEREIN SHALL ONLY TAKE EFFECT UPON A IC’S EXPRESS
AGREEMENT TO SUCH AMENDMENT. AN IC MAY INDICATE THEIR
AGREEMENT TO SUCH PROPOSED AMENDMENT BY FOLLOWING THE
INSTRUCTIONS ACCOMPANYING THE PROPOSED AMENDMENT THAT
WILL APPEAR WHEN LOGGING IN TO THE CORPORATE WEBSITE OR
THE IC’S PERSONAL WEBSITE. COMPANY MAY TERMINATE THE IC
AGREEMENT OF ANY IC WHO DOES NOT AGREE TO A PROPOSED
AMENDMENT TO THE DISPUTE RESOLUTION SECTION WITHIN
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THIRTY (30) DAYS AFTER THE EFFECTIVE DATE OF THE AMENDMENT.
ANY SUCH AMENDMENT SHALL APPLY TO ALL CLAIMS BROUGHT BY
COMPANY OR THE IC ON OR AFTER THE EFFECTIVE DATE OF THE
AMENDMENT, REGARDLESS OF THE DATE OF OCCURRENCE OR
ACCRUAL OF ANY FACTS UNDERLYING SUCH CLAIM.
B. For purposes of this Section and others within these Policies and Procedures, it is
imperative for ICs to keep all contact information up to date for any such amendment,
change, or modification shall be effective immediately upon notice by one of the
I. Posting on the official Company website;
II. Electronic mail (e-mail); or
III. In writing through the Company newsletters or other Company communication
Company shall not be responsible for delays or failures in performance of its obligations when such
failure is due to circumstances beyond its reasonable control. This includes, without limitation, strikes,
labor difficulties, transportation difficulties, riot, war, fire, weather, pandemic, curtailment of a source
of supply, or government decrees or orders.
1.6 Effective Date
These Policies and Procedures shall become effective as of March 10, 2022 (“Effective Date”) and, at
such time, shall automatically supersede any prior Policies and Procedures (“Old Policies and
Procedures”), and, on that date, the Old Policies and Procedures shall cease to have any force or effect.
2.0 BASIC PRINCIPLES
2.1 Becoming A Ryze Independent Consultant
A. To become an IC, an applicant must comply with the following requirements:
I. Be of the age of majority (not a minor) in their state of residence;
II. Reside or have a valid address in the United States or a United States territory;
III. Have a valid taxpayer identification number (i.e., Social Security Number,
Federal Tax ID Number, ITIN, etc.);
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IV. Submit a properly completed and signed IC Agreement to Company;
V. Not be a Company employee, the spouse of a Company employee or related to
an employee of Company and living in the same household as such Company
VI. Submit an enrollment fee of $[ ]. Upon enrollment new ICs will have the option,
but not the obligation, to purchase one of three available starter kits at a price of
$59.99; $299.99; or $799.99. These kits include product along with additional
beginner and business materials. Neither the enrollment fee nor the starter kits
2.2 New Independent Consultant Registration By Internet
A. A potential new IC may self-enroll on the Company corporate website or a Sponsor’s
replicated website. In such event, instead of a physically signed IC Agreement,
Company will accept the electronic IC Agreement by way of web-enrollment and one’s
“electronic signature.” This electronic signature signifies that the new IC has accepted
the Terms and Conditions of the IC Agreement. Please note that such electronic
signature constitutes a legally binding agreement between you and the Company.
B. Company reserves the right to require signed paperwork for any account, regardless of
C. If requested the signed IC Agreement must be received by Company within seven (7)
days of enrollment.
D. Signed documents, including, but not limited to, the IC Agreement and the Business
Entity Registration form, are legally binding contracts which must not be altered,
tampered with or changed in any manner after they have been signed. False or
misleading information, forged signatures or alterations to any document, including
business registration forms, made after a document has been signed may lead to
sanctions, up to and including involuntary termination of the IC’s business.
2.3 Rights Granted
A. Company hereby grants to the IC a non-exclusive right, based upon the Terms and
Conditions contained in the IC Agreement and these Policies and Procedures, to:
I. Purchase Company products/services;
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II. Promote and sell Company products/services; and
III. Sponsor new ICs and Customers in the United States and in countries where
Company may become established after the Effective Date of these Policies and
2.4 Identification Numbers
All ICs are required to provide their Social Security Number, Federal Employer Identification Number,
or their Government Issued ID Number to the Company either on the IC Agreement or at the
Company’s request. Upon enrollment, the Company will provide a unique IC/Company Identification
Number to the IC by which they will be identified. This number will be used to place orders, structure
organizations, and track commissions and bonuses.
2.5 Renewals and Expiration of the Independent Consultant Agreement
A. In order to remain Active, an IC will be required to manually renew their enrollment by
submitting an annual renewal application to the Company via the ICs backoffice and
maintain a minimum of 300 Personal Volume (“PV”) per month. There are no renewal
fees required at this time.
B. If the IC allows their IC Agreement to expire due to inactivity or failure to renew, the IC
will lose any and all rights to their downline organization unless the IC re-activates
within thirty (30) days following the expiration of the Agreement. An IC shall be
deemed inactive if they have three (3) consecutive calendar months with zero sales.
C. If the former IC re-activates within the 30-day time limit, the IC will resume the rank
and position held immediately prior to the expiration of the IC Agreement. However,
such IC’s paid as level will not be restored unless their and/or an entity qualifies at that
payout level in the new month. The IC is not eligible to receive commissions for the
time period that the IC’s business was expired.
D. Any IC who was terminated or whose Agreement has expired and lapsed the 30-day
grace period is not eligible to re-apply for a Company business for twelve (12) months
following the expiration of the IC Agreement.
E. The downline of the expired IC will roll up to the immediate, active upline Sponsor, or
as otherwise determined at Company’s sole discretion so as to protect the integrity of
the genealogy and to avoid any potential manipulation thereof. This is explained further
in Section 5.1D of these Policies and Procedures.
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2.6 Business Entities and Changes in Independent Consultant Genealogy
A. A corporation, partnership, LLC, or trust (collectively referred to as a “Business
Entity”) may apply to be a Company IC by way of the Business Entity Registration
Form. This IC business and position will remain temporary until the proper documents
are submitted. The Business Entity Registration Form stipulates the specific documents
necessary for submission, including but not limited to: Certificate of Incorporation,
Articles of Organization, IC Agreement or appropriate Trust documents. Company
must receive these documents within seven (7) days from the date the IC Agreement
B. A Company IC may change their status under the same Sponsor from an individual to a
partnership, LLC, corporation, trust or from one type of business entity to another.
C. Changes to a Business Entity. Each IC must immediately notify the Company of any
changes to the type of business entity they utilize in operating their Company business
and the addition or removal of business associates. A Company business may change its
status under the same sponsor from an individual to a partnership, corporation or trust,
or from one type of entity to another. The IC Agreement form must be signed by all of
the shareholders, partners, or trustees. Members of the entity are jointly and severally
liable for any indebtedness or other obligation to the Company.
D. Change of Sponsor. To protect the integrity of all marketing organizations and
safeguard the hard work of all ICs, the Company rarely allows changes in sponsorship,
with the rare exception of direct line changes (meaning placement is not affected). A
direct line change request must be made by submitting a completed Sponsor Change
Request Form within a seven (7) day period from the date of enrollment, and must come
from the current listed sponsor.
E. Change of Placement. A request for change of placement must be submitted within
seven (7) days of the date of enrollment and must be requested by the current listed
sponsor. An IC can only be moved inside of the same sponsor’s organization. If
approved, an IC is placed in the first available open bottom position on the date that the
change is made. ICs who have earned commissions or achieved rank are not eligible for
placement changes. Please note that decisions made for any change request (sponsor or
placement) are at the sole discretion of the Company and the acceptance of one change
will never constitute the acceptance of future changes for that IC or any other.
F. One Company Business Per IC. An IC may operate or have an ownership interest,
legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary,
in only one Company business. No individual may have, operate or receive
compensation from more than one Company business. Individuals of the same family
unit may each enter into or have an interest in their own separate Company businesses,
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only if each subsequent family position is placed frontline to the first family member
enrolled. A “family unit” is defined as spouses and dependent children living at or
doing business at the same address. For purposes of this Section, one may not enroll as
an IC if their spouse is currently an enrolled as an IC, whether Active or Inactive.
2.7 Independent Business Relationship; Indemnification for Actions
A. The Company IC is an independent contractor and not a purchaser of a franchise or
sales opportunity. Therefore, each IC’s success depends on their independent efforts.
B. The Agreement between Company and its ICs does not create an employer/employee
relationship, agency, partnership, or joint venture between Company and the IC.
C. A Company IC shall not be treated as an employee of Company for any purposes,
including, without limitation, for federal or state tax purposes. All ICs are responsible
for paying local, state, and federal taxes due from all compensation earned as an IC of
Company. Any other compensation received by ICs from Company will be governed by
applicable U.S. tax laws (or the tax laws of any other applicable jurisdiction). The IC
has no express or implied authority to bind Company to any obligation or to make any
commitments by or on behalf of Company. Each IC, whether acting as management of
a Business Entity or represented as an individual, shall establish his or her own goals,
hours, and methods of operation and sale, so long as he or she complies with the Terms
of the IC Agreement, these Policies and Procedures and applicable federal, state and
D. The Company IC is fully responsible for all of his or her verbal and written
communications made regarding Company products, services, and the Compensation
Plan that are not expressly contained within official Company materials. ICs shall
indemnify and hold harmless Company, its directors, officers, employees, product
suppliers and agents from any and against all liability including judgments, civil
penalties, refunds, attorney fees and court costs incurred by Company as a result of the
IC’s unauthorized representations or actions. This Provision shall survive the
termination of the Company IC Agreement.
E. ICs may not answer the telephone by saying “Ryze,” “Ryze Party,” “Ryze, LLC” or by
any other manner that would lead the caller to believe that they have reached the
Company’s corporate offices. An IC may only represent that they are a Company IC.
Therefore, all correspondence and business cards relating to or in connection with a IC’s
Company business shall contain the IC’s name followed by the term “Independent
F. Sales Tax Obligations. The IC shall comply with all state and local taxes and
regulations governing the sale of Company products and services.
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G. Company will collect and remit sales tax on IC orders unless an IC furnishes Company
with the appropriate Resale Tax Certificate form. When orders are placed with
Company, sales tax is prepaid based upon the suggested retail price. Company will
remit the sales tax to the appropriate state, Provincial and local jurisdictions. The IC
may recover the sales tax when he or she makes a sale. Company ICs are responsible
for any additional sales taxes due on products/services marked up and sold at a higher
H. Company encourages each IC to consult with a tax advisor for additional information
for their business.
2.8 Errors or Questions
If an IC has questions about, or believes any errors have been made regarding commissions, bonuses,
business reports, orders, or charges, the IC must notify Company in writing within thirty (30) days of
the date of the error or incident in question. Any such errors, omissions or problems not reported
within thirty (30) days shall be deemed expressly waived by the IC.
2.9 Governmental Approval or Endorsement
Neither federal nor state regulatory agencies or officials approve or endorse any direct selling or
network marketing companies or programs. Therefore, ICs shall not represent or imply that the
Company or its Compensation Plan have been “approved,” “endorsed,” or otherwise sanctioned by any
3.0 RYZE’S INDEPENDENT CONSULTANT RESPONSIBILITIES
3.1 Correct Addresses
A. It is the responsibility of a Customer/IC to make sure Company has the correct shipping
address before any orders are shipped and for the IC to have up to date and accurate
contact information for Company to communicate with IC.
B. A Customer/IC will need to allow up to thirty (30) days for processing after the notice
of address change has been received by Company.
C. A Customer/IC may be assessed a $20 USD fee for returned shipments due to an
incorrect shipping address resulting in the product order not being fulfilled and the
amount paid not refunded. This provision is subject to modification at the sole
discretion of Company on a case-by-case basis.
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3.2 Training and Leadership
A. Any Company IC who sponsors another IC into Company must perform an authentic
assistance and training function to ensure their downline is properly operating their
Company business. Sponsoring ICs should have ongoing contact and communication
with the ICs in their downline organizations. Examples of communication may include,
but are not limited to, newsletters, written correspondence, telephone, contact, team
calls, voicemail, e-mail, personal meetings, accompaniment of downline ICs to
Company meetings, training sessions and any other related functions.
B. A Sponsoring Company IC should monitor the ICs in their downline organizations to
ensure that downline ICs do not make improper product or business claims or engage in
any illegal or inappropriate conduct. Upon request, such IC should be able to provide
documented evidence to Company of their ongoing fulfillment of the responsibilities of
C. Upline ICs are encouraged to motivate and train new ICs about Company’s products
and services, effective sales techniques, the Company Compensation Plan and
compliance with Company Policies and Procedures.
D. Marketing product is a required activity in Company and must be emphasized in all
recruiting presentations. In fact, the Company emphasizes and encourages all of its ICs
to sell Company’s products and services to Customers.
E. To promote both the products and the opportunity Company offers, ICs must use the
sales aids and support materials produced by Company. If Company ICs develop their
own sales aids and promotional materials, which includes Internet advertising,
notwithstanding ICs’ good intentions, they may unintentionally violate any number of
statutes or regulations affecting the Company business. These violations, although they
may be relatively few in number, could jeopardize the Company opportunity for all ICs.
Accordingly, ICs must submit all written sales aids, promotional materials,
advertisements, websites and other literature to the Company for Company’s approval
prior to use. Unless the IC receives specific written approval to use the material, the
request shall be deemed denied. All ICs shall safeguard and promote the good
reputation of Company and its products and services. The marketing and promotion of
Company, the Company opportunity, the Compensation Plan, and Company products
and services shall be consistent with the public interest, and must avoid all discourteous,
deceptive, misleading, unethical or immoral conduct or practices.
3.3 Constructive Criticism; Ethics
A. Company desires to provide its ICs with the best products and services and
Compensation Plan in the industry. Accordingly, Company values constructive criticism
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and encourages the submission of written comments addressed to Company Compliance
Department [email protected]
B. Negative and disparaging comments about Company, its products/services or
Compensation Plan, by ICs made to Company, in the field or at Company meetings or
events, or disruptive behavior at Company meetings or events, serve no purpose other
than to dampen the enthusiasm of other Company ICs. Company ICs must not belittle
Company, other Company ICs, Company products or services, the Compensation Plan,
or Company directors, officers, or employees, product suppliers or agents. Such conduct
represents a material breach of these Policies and Procedures and may result in
discipline and ultimate termination as deemed appropriate by the Company.
C. Company is committed to providing ICs with a sales environment free from harassment,
intimidation, and abuse from other ICs, employees, vendors, and any other individuals
in the workplace. At Company, harassment of any kind will not be tolerated and is
strictly prohibited, such as: derogatory or threatening comments, inappropriate sexual
behavior including but not limited to unwelcome sexual advances or requests for sexual
favors, displaying visual images of a sexual nature, physical or verbal harassment, or
violent behavior. ICs are encouraged to report any type of harassment incidents
immediately. Company will not tolerate acts or threats of violence or other violative
actions and will investigate all reports and will not hesitate to discipline or terminate a
IC who is found to have violated this provision.
D. Ryze endorses the following Code of Ethics:
I. A Company IC must show fairness, tolerance, and respect to all people
associated with Company, regardless of race, gender, social class or religion,
thereby fostering a “positive atmosphere” of teamwork, good morale and
II. An IC shall strive to resolve business issues, including situations with upline and
downline ICs, by emphasizing tact, sensitivity, good will and taking care not to
create additional problems.
III. Company ICs must be honest, responsible, professional and conduct themselves
IV. Company ICs shall always present accurate information like proper disclaimers
and access to the Income Disclosure Statement when encouraging prospects to
join the Company business. Moreover, as an IC you agree to never intimidate
nor engage in unlawful recruiting practices, including any suggestion that
excessive inventory purchases are necessary to participate in Company.
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E. Company may take appropriate action against an IC if it determines, in its sole
discretion, that an IC’s conduct is detrimental, disruptive, or injurious to Company or to
ICs must not disparage, demean, or make negative remarks about the Company, other
Company ICs, Company’s products or services, the Compensation Plan, or Company’s owners, board
members, directors, officers, employees, or the like, or make statements that unreasonably offend,
mislead or coerce others. Such conduct represents a material breach of these Policies and may result in
Company sanctioning or otherwise disciplining the ICs in accordance with these Policies and
Procedures as deemed appropriate by the Company at its sole discretion.
3.5 Reporting Policy Violation
A. An IC who observes a policy violation by another IC should submit a written and
signed letter (e-mail will not be accepted) of the violation directly to the Company
Corporate office. The letter shall set forth the details of the incident as follows:
I. The nature of the violation and specific facts to support the allegations;
II. Dates and number of occurrences;
III. The person/people involved; and
IV. Supporting documentation.
B. Once the matter has been presented to Company, the Company Compliance Department
will investigate the report thoroughly and decide what (if any) action should be taken.
C. This Section refers to the general reporting of policy violations as observed by other ICs
for the mutual effort to support, protect, and defend the integrity of the Company
business and sales opportunity. If an IC has a grievance or complaint against another IC
which directly relates to their Company business, the steps set forth in these Policies
and Procedures must be followed.
A. The Sponsor is the person who introduces a Customer/IC to Company, helps them
complete their enrollment, and supports and trains those in their downline.
B. Company recognizes the Sponsor as the name(s) shown on the first:
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I. Physically signed Company IC Agreement on file; or
II. Electronically signed IC Agreement from either the corporate website or an IC’s
C. An IC Agreement that contains notations such as “by phone” or the signatures of other
individuals (i.e., Sponsors, spouses, relatives, or friends) is not valid and will not be
accepted by Company.
D. Company recognizes that each new prospect has the right to ultimately choose their
own Sponsor, but Company will not allow ICs to engage in unethical sponsoring
E. All active ICs in good standing have the right to Sponsor and enroll others into
Company. While engaged in sponsoring activities, it is not uncommon to encounter
situations when more than one IC will approach the same prospect. It is the accepted
courtesy that the new prospect will be sponsored by the first IC who presented a
comprehensive introduction to Company products/services or sales opportunity.
F. A Protected Prospect is a guest of any Company Customer/IC who attended a Company
event or conference call. For sixty (60) days following the event, a Protected Prospect
cannot be solicited or sponsored by any other Company IC who attended the same
event. A Company event can be defined as the following:
I. Any Company training session;
II. Conference call;
III. Fly-in meeting; or
IV. Presentation, including but not limited to a Company at home presentation,
whether sponsored by Company, an IC, a Customer, or an agent or agency
designated by Company.
3.7 Cross Sponsoring Prohibition
A. “Cross sponsoring” is defined as the enrollment into a different line of sponsorship of
an individual, or Business Entity, that already has a signed IC Agreement. Actual or
attempted cross sponsoring is not allowed. If cross sponsoring is verified by Company,
sanctions up to and including termination of an IC’s business may be imposed.
B. The use of a spouse’s or relative’s name, trade names, assumed names, DBA names,
corporation, partnership, trust, Federal ID numbers, or fictitious ID numbers to evade or
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circumvent this policy is not permitted and Company has the right to reject any IC
application or terminate any IC Agreement.
C. This policy does not prohibit the transfer of a Company business in accordance with
Company Sale or Transfer Policy set forth herein.
3.8 Adherence to the Ryze Compensation Plan
A. An IC must adhere to the terms of the Company Compensation Plan as set forth in these
Policies and Procedures as well as in official Company literature. Deviation from the
Compensation Plan is prohibited.
B. An IC shall not offer the Company opportunity through, or in combination with, any
other system, program, or method of marketing other than that specifically set forth in
Official Company literature.
C. An IC shall not require or encourage a current or prospective Customer or IC to
participate in Company in any manner that varies from the Compensation Plan as set
forth in Official Company literature.
D. An IC shall not require or encourage a current or prospective Customer or IC to make a
purchase from or payment to any individual or other entity as a condition to
participating in the Company Compensation Plan, other than such purchases or
payments required to naturally build their business.
3.9 Adherence to Laws, Regulations, and Ordinances
Many cities and counties have laws regulating certain home-based businesses. In most cases, these
ordinances do not apply to ICs because of the nature of the business. However, ICs must check their
local laws and obey the laws that do apply to them. A Company IC shall comply with all federal, state
and local laws and regulations in operating their Company business.
3.10 Compliance with Applicable Income Tax Laws
A. Company will automatically provide a complete 1099-NEC form (nonemployee
compensation) to each US IC whose earnings for the year is at least $600 or who has
purchased more than $5,000 of Company products for resale, or who received trips,
prizes or awards valued at $600 or more. If earnings and purchases are less than stated
above, IRS forms will be sent only at the request of the IC, and a minimum charge of
$20 may be assessed by Company. Company ICs are responsible for the payment of
taxes on these trips, prizes, or awards provided to them by Company.
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B. An IC accepts sole responsibility for and agrees to pay all federal, state and local taxes
on any income generated as an IC, and further agrees to indemnify Company from any
failure to pay such tax amounts when due.
C. If an IC business is tax exempt, the Federal Tax Identification number must be provided
to Company in writing.
D. Company encourages all ICs to consult with a tax advisor for additional information for
3.11 Actions of Household Members or Affiliated Parties
If any member of an IC’s immediate household engages in any activity which, if performed by the IC,
would violate any provision of the Agreement, such activity will be deemed a violation by the IC and
Company may take disciplinary action pursuant to these Policies and Procedures against the IC.
Similarly, if any individual associated in any way with a corporation, partnership, LLC, trust or other
entity (collectively “Business Entity”) violates the Agreement, such action(s) will be deemed a
violation by the Business Entity, and Company may take disciplinary action against the Business
Entity. Likewise, if an IC enrolls in Company as a Business Entity, each affiliated party of the
Business Entity shall be personally and individually bound to, and must comply with, the Terms and
Conditions of the Agreement.
3.12 Solicitation for Other Companies; Other Business Restrictions
A. A Company IC may participate in other direct sales, multilevel, network marketing or
relationship marketing business ventures or marketing opportunities (collectively,
“Network Marketing”). However, during the Term of this Agreement and for one (1)
year thereafter, a Company IC may not recruit any Company IC or Customer for any
other Network Marketing business, unless that IC or Customer was personally
sponsored by such IC.
B. The term “recruit” means actual or attempted solicitation, enrollment, encouragement,
or effort to influence in any other way (either directly or through a third party), another
IC or Customer to enroll or participate in any Network Marketing opportunity and the
active role of discouraging others from enrolling within the Company opportunity. This
conduct represents recruiting even if the IC’s actions are in response to an inquiry made
by another IC or Customer. If any lawsuit, arbitration, or mediation is brought against
an IC alleging that they engaged in inappropriate recruiting activity of its sales force or
Customers, the Company will not pay any of IC’s defense costs or legal fees, nor will
the Company indemnify the IC for any judgment, award, or settlement.
C. However, you may sell non-competing products or services to Company Customers and
ICs. Specifically, a non-competing company is defined as a Network Marketing
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company that does NOT sell Jewelry Surprise Products, Pearl Surprise Products or
other types of jewelry products. ICs at all levels are obligated to notify the Company if
they are enrolled as distributor for another Network Marketing company by sending an
email to the Company Compliance Department. Failure to notify Company within a
reasonable time shall constitute a breach of this Agreement.
*Due to the visibility of our higher-ranking affiliates, Company ICs at the paid-as
rank of EMERALD or above agree not to participate in any Network Marketing
opportunity, regardless of whether the Company sells competing products or not.
If at the time of enforcement of any provision of Section 3.12A, 3.12B, or 3.12C, a
court shall hold that the duration, scope or area restriction of any provision herein is
unreasonable under circumstances now or then existing, you and Company hereto agree
that the maximum restricted period, scope or territory reasonable under the
circumstances shall be substituted by the court for the stated duration, scope or area.
D. An IC may not display or bundle Company products or services, in sales literature, on a
website or in sales meetings, with any other products or services to avoid confusing or
misleading a prospective Customer or IC into believing there is a relationship between
the Company and non-Company products and services.
E. A Company IC may not offer any non-Company opportunity, products or services at
any Company related meeting, seminar or convention, or immediately following a
F. During the term of this Agreement, in order to avoid legal liability related to promotion
of sales aids, you as an IC may not sell training materials or sales aids including
published books, eBooks, videos, or other general miscellaneous training aids to your
Downline or other ICs.
G. A violation of any of the provisions in this Section shall constitute unreasonable and
unwarranted contractual interference between Company and its ICs and would inflict
irreparable harm on Company. In such event, Company may, at its sole discretion,
impose any sanction it deems necessary and appropriate against such IC or such IC’s
business including termination, or seek immediate injunctive relief without the
necessity of posting a bond.
3.13 Presentation of the Ryze Sales Opportunity
A. In presenting the Company opportunity to potential Customers and ICs, an IC is
required to comply with the following provisions:
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I. An IC shall not misquote or omit any significant material fact about the
II. An IC shall make it clear that the Compensation Plan is based upon sales of
Company products and services and upon the sponsoring of other ICs.
III. An IC shall make it clear that success can be achieved only through substantial
independent efforts and must refrain from misrepresentations that include, but
are not limited to:
a. It’s a turnkey system;
b. The system will do the work for you;
c. Just get in and your downline will build through spillover;
d. The Company does all the work for you; and
e. All you have to do is buy Company products/services every month.
The above are just examples of improper representations about the
Compensation Plan. 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 an IC without commitment, effort, and sales skill. The Company reserves the
right to determine what it considers an inappropriate income or Compensation
Plan claim and discipline the offender accordingly.
IV. A Company IC shall not make unauthorized income projections, claims, or
guarantees while presenting or discussing the Company opportunity or
Compensation Plan to prospective ICs or Customers.
V. An IC may not make any claims regarding products or services of any products
or services offered by Company, except those contained in official Company
VI. An IC may not use official Company material to promote the Company sales
opportunity in any country where Company has not established a “presence.”
VII. In an effort to conduct best business practices, Company has developed the
Income Disclaimer Statement (“IDS”). The Company IDS is designed to
convey truthful, timely, and comprehensive information regarding the income
that Company ICs earn. In order to accomplish this objective, a copy of the IDS
must be presented to all prospective ICs.
A copy of the IDS must be presented to a prospective IC anytime the
Compensation Plan is presented or discussed, or any type of income claim or
earnings representation is made.
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The terms “income claim” and/or “earnings representation” (collectively
“Income Claim”) includes, but is not limited to, the following: (1) statements of
average earnings, (2) statements of non-average earnings, (3) statements of
earnings ranges, (4) income testimonials, (5) lifestyle claims, and (6)
hypothetical claims. Examples of “statements of non-average earnings” include,
“Our number one Independent Consultant earned over a million dollars last
year” or “Our average-ranking Independent Consultant makes five thousand per
month.” An example of a “statement of earnings ranges” is “The monthly
income for our higher-ranking Independent Consultant is ten thousand dollars on
the low end to thirty thousand dollars a month on the high end.”
VIII. Lifestyle claims (e.g., my Company business allowed me to buy a house, retire
from my other job, allow my spouse to quit his or her job, or take a luxury
vacation) are also considered to be equivalent to Income Claims.
When an IC discussess their earnings with Company, the Company explicitly requires
any testimonial, social media post, presentation, etc. to include the following, “This is
my unique story, as actual earnings can vary significantly as no income is guaranteed.
But for typical earnings averages please click here,” with the “here” representing a link
to the Company IDS.
3.14 Compensation Plan Governs Sales Requirements
A. Company ICs may place a deposit in order to receive Company products and then
re-sell them at the specific price the Company sets. There are no exclusive territories
granted to anyone. No franchise fees are applicable to a Company business.
B. The Company program is built on sales to the ultimate consumer. Even though
Company products are distributed based upon the IC’s deposit, which is fully
refundable, ICs remain encouraged to only place a deposit down for the amount of
product that they may personally consume or for such product they reasonably believe
can be sold to ultimate consumers.
C. Purchasing product solely for the purpose of collecting bonuses or achieving rank is
prohibited. Company retains the right to limit the number of purchases you may make
if, in Company’s sole judgment, Company believes those purchases are being made
solely for qualification purposes instead of for consumption or resale.
4.1 General Order Policies
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A. “Bonus Buying” is strictly and absolutely prohibited. Bonus Buying includes but is not
limited to the following: (i) the enrollment of individuals or entities without the
knowledge of and/or execution of an Agreement by such individuals or Business
Entities; (ii) the fraudulent enrollment of an individual or entity as Customer/IC; (iii)
the enrollment or attempted enrollment of non-existent individuals or Business Entities
as Customers/ICs (known as “phantoms”); (iv) purchasing Company products or
services on behalf of another Customer/IC, or under another Customer’s/IC’s ID
number, to qualify for commissions or bonuses; (v) purchasing excessive amounts of
products or services that cannot reasonably be used or resold in a month; and/or (vi) any
other mechanism or artifice to qualify for rank advancement, incentives, prizes,
commissions, or bonuses that is not driven by bona fide product or service purchases by
end user consumers.
An IC shall not use another Customer’s/IC’s credit card or debit checking account to
enroll in Company or purchase products or services without the account holder’s written
permission. Such documentation must be kept by the IC indefinitely in case Company
needs to reference this.
B. Regarding an order with an invalid or incorrect payment, Company will attempt to
contact the IC by phone, mail or e-mail in order to obtain another form of payment. If
these attempts are unsuccessful after five (5) business days, the order will be canceled.
C. Orders placed under one IC shall not be moved to be under another IC unless a
Customer claims that such order was supposed to go under the particular IC due to
some error or misunderstanding on behalf of the Customer, e.g., system error, Customer
purchases mistakenly under wrong IC linked website.
D. Prices are subject to change without notice.
E. A Customer/IC who is a recipient of a damaged or incorrect order must notify Company
within thirty (30) calendar days from receipt of the order and follow the procedures as
set forth in these Policies.
4.2 Insufficient Funds
A. Company does not accept checks and will only accept payment through debit or credit
card via the Company corporate website or an IC’s individual website.
B. Any outstanding balance owed to Company by the personal Customer/IC of an upline
IC from NSF (non-sufficient funds) or insufficient fund fees (ACH) will be withheld by
Company from the upline IC’s future bonus and commission checks.
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C. All transactions involving insufficient funds through ACH, debit or credit card, which
are not resolved in a timely manner by the IC, constitute grounds for disciplinary
D. If a credit card order or automatic debit is declined the first time, the Customer/IC will
be contacted for an alternate form of payment. If payment is declined a second time, the
Customer/IC may be deemed ineligible to purchase Company products or services or
participate in the monthly auto ship.
5.0 PAYMENT OF COMMISSIONS & BONUSES
5.1 Bonus and Commission Qualifications
A. An IC must be active and in compliance with Company Policies and Procedures to
qualify for bonuses and commissions. So long as an IC complies with the terms of the
Agreement, Company shall pay commissions to such IC in accordance with the
B. Company will not issue a payment to an IC without the receipt of a completed and
signed Company IC Agreement.
C. Company reserves the right to postpone bonus and commission payments until such
time the cumulative amount exceeds $25.
D. An IC must be Active in order to receive bonuses and other commissionable income
based on sales of other IC in one’s downline. Compression shall be a critical aspect to
implementing the Company Compensation Plan and will be applied across the spectrum
of participants within the Company opportunity, unless the Company elects, in its
sole discretion, to keep or discard the compressed volume. Compression occurs when
there are Inactive ICs, terminated ICs, suspended ICs and other instances in which
Company finds, in its sole discretion, to be in the best interests of the Company as a
whole. Compression is defined as the mechanism in which a leg of the genealogy has
been disrupted to create an absence in the genealogy that disrupts the commission and
bonus allotment within the pay plan. As an example, if an IC is Inactive, Compression
will result in searching the upline until an Active IC is located. Personal Volume (“PV”)
will then “compress” to include all the volume generated by the inactive positions and
disburse the volume to the next Active IC. The Company is not obligated to compress
volume in this fashion. In some situations, the Company may exercise its discretion to
keep the volume for internal purposes. This Compression model shall be used to
continue the effectiveness of the pay plan during temporary conditions that may
occur when someone fails to meet the “Active” requirement for one pay period, e.g.,
Inactive, suspension, or leaves the opportunity entirely to leave a void in the genealogy.
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5.2 Computation of Commissions and Discrepancies
A. In order to qualify to receive commissions and bonuses, an IC must be in good standing
and comply with the Terms of the Agreement and these Policies and Procedures.
Commissions, bonuses, overrides, and achievement levels are calculated each month.
B. A Company IC must review their monthly statement and bonus/commission reports
promptly and report any discrepancies within thirty (30) days of receipt. After this
30-day “grace period,” no additional requests will be considered for commission
C. For additional information on payment of commissions, please review the
5.3 Bonus and Commission Adjustment for Returns
A. An IC receives bonuses and commissions based on the actual sales of products and
services to end consumers by way of product and service purchases. When a product or
service is returned to Company for a refund from the end consumer, the bonuses and
commissions attributable to the returned product or service will be deducted from the IC
who received bonuses or commissions on such sales. Deductions will occur in the
month in which the refund is given and continue every pay period thereafter until the
bonus/and or commission is recovered.
B. In the event that an IC terminates their business, and the amounts of the bonuses or
commissions attributable to the returned products or services have not yet been fully
recovered by Company, the remainder of the outstanding balance may be offset against
any other amounts that may be owed by Company to the terminated IC.
6.0 RETURN OF PRODUCT AND SALES AIDS
6.1 Customer and Independent Consultant Return Policies
Customer Return Policy
Company offers a no return policy for Customers. Due to Company’s fast fulfillment times,
Company is unable to make changes to orders once they have been placed. If a Customer puts
an invalid mailing address, their order will ship to that address or be returned to the warehouse.
A new shipment will have to be generated and an additional shipping charge will apply. If an
item is damaged due to manufacturer defect, a replacement of equal or greater value will be
mailed out or Customer will be offered a new drop with their IC if the item was revealed by a
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Ryze IC. To receive a replacement, an email with photos of the defective item will need to be
sent to [email protected] To receive a replacement, Customer must report any
manufacturer defects within fourteen (14) business days of receiving their product. Any
concerns with orders received must be reported within forty-eight (48) hours of Customer
receiving their package.
Independent Consultant Physical Product and Sales Aids Returns
If you are not 100% satisfied with our products, you may return the items for a refund if all the
following conditions are met: (i) you nor we have terminated the Agreement; (ii) a deposit was
placed for the product; (iii) the products remain in resaleable condition as defined in Section
15; and (iv) the products for which you are requesting a refund were acquired through making
an upfront deposit. The refund shall be the full deposit the IC paid minus a $1.50 restocking fee
per piece. Shipping and handling charges incurred will not be refunded. Within thirty (30) days
of enrollment, an IC may return and be subsequently reimbursed at ninety percent (90%) of the
amount paid, less shipping, handling, and applicable taxes, of the applicable starter kit that was
Upon cancellation of the Agreement, an IC may return all generic sales aids purchased, if any,
within twelve (12) months from the date of cancellation for a refund. Any physical product,
that is not a generic sales aid, not returned or is returned in resalable condition shall result in an
IC forfeiting their deposit for those products. An IC may only return sales aids they personally
purchased from the Company under their IC Identification Number, and which are in resaleable
condition. Any custom orders of printed sales aids (i.e., business cards, brochures, etc.)
whereon the IC’s contact information is imbedded or hard printed, or has been added by the IC,
are not able to be returned in resalable condition thus are nonrefundable. Upon Company’s
receipt of the sales aids, the IC will be reimbursed ninety percent (90%) of the net cost of the
original purchase price(s), less shipping and handling charges. If the purchases were made
through a credit card, the refund will be credited back to the same credit card account. The
Company shall deduct from the reimbursement paid to the ICs any commissions, bonuses,
rebates or other incentives received by the IC which were associated with the merchandise that
6.2 Physical Product Return Process
A. All returns as defined within these Policies and Procedures, whether by a Customer/IC,
must be made as follows:
I. Obtain Return Merchandise Authorization (“RMA”) from Company;
II. Provide USPS confirmation delivery date verification;
III. Ship items to the address provided by Company Customer Service when you are
given your RMA.
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IV. Provide a copy of the invoice with the returned products or service. Such invoice
must reference the RMA and include the reason for the return.
V. Ship back product in manufacturer’s box exactly as it was delivered.
B. All returns must be shipped to Company pre-paid, as Company does not accept shipping
collect packages. Company recommends shipping returned product by USPS with
tracking and insurance as risk of loss or damage in shipping of the returned product
shall be borne solely by the Customer or IC. If returned product is not received at
Company Distribution Center, it is the responsibility of the Customer, or IC to trace the
shipment and no credit will be applied.
C. An IC’s return of $500 or more worth of products accompanied by a request for a
refund within a single calendar year may constitute grounds for involuntary termination,
unless IC is able to show good cause for such return. Company shall review and make
its determination at its sole discretion.
6.3 Refund of Fees
ICs are required to put forth a $14 deposit for every product jewelry bomb and $5 for every product
pearl bomb that they would like to sell. These deposits are returned upon either the sale of the product
to a Customer or the return of the product to Company. All returns are subject to a $1.50 restocking fee
per item that will be deducted from the deposit amount once the product is returned and before the
deposit is credited back to the IC.
This policy is to ensure that all Customers/ICs understand and adhere to the basic principles of
confidentiality. For more information on the Company’s privacy practices and procedures, please refer
Each IC is responsible for keeping their IC Information up to date and accurate and must immediately
update any changes in their back office. It is particularly important that an IC provides Company with
their current email address, since email is one of the primary ways that Company and an IC’s upline
will communicate with the IC. By agreeing to these Policies and Procedures, the IC consents to the
may modify their IC Information (e.g., update an address, phone number or email address). IC agrees
that Company may share with IC’s upline their name, telephone number, address, email address and
select sales performance data for all ICs in their downline. No Social Security Number nor credit card
number shall be shared with an IC’s upline without separate express permission by IC to allow such
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personal information sharing. By providing their email address and telephone number, IC agrees to
disclose their email address and telephone number to Company as well as to their upline. IC further
acknowledges that information provided to Company by IC will be shared with and processed by
Company corporate offices.
7.2 Expectation of Privacy
Company recognizes and respects the importance its Customers/ICs place on the privacy of their
financial and personal information. Company will make reasonable efforts to safeguard the privacy of
and maintain the confidentiality of its Customers’/ICs’ financial and account information and
non-public personal information.
7.3 Employee Access to Information
Company limits the number of employees who have access to Customer’s/IC’s nonpublic personal
7.4 Restrictions on the Disclosure of Account Information
Company will not share non-public personal information or financial information about current or
former Customers/ICs with third parties, except as permitted or required by laws and regulations, court
orders, or to serve the Customers’/ICs’ interests or to enforce its rights or obligations under these
Policies and Procedures, the IC Agreement, or with express written permission from the accountholder
7.5 Security and Security Breaches
All ICs must adopt, implement and maintain appropriate administrative, technical and physical
safeguards to protect against anticipated threats or hazards to the security of confidential information,
including Customer & IC Data. These safeguards must be appropriate to the sensitivity of the
information. Appropriate safeguards for electronic and paper records may include but are not limited
to: (i) encrypting data before electronically transmitting it; (ii) storing records in a secure location; and
(iii) password-protecting computer files and securely shredding paper files containing confidential
information. ICs must keep confidential information secure from all persons who do not have
legitimate business needs to see or use such information. ICs must ensure they obtain and maintain
consent from prospective Customers/ICs and existing Customers/ICs before sharing such data with the
ICs must comply with all applicable privacy and data security laws, including any security breach
notification laws. Without limitation of the preceding sentence, in the event of an actual or suspected
Security Breach affecting Company’s data, the applicable ICs shall first promptly notify the Company
Compliance Department in writing after becoming aware of such Security Breach, and if instructed by
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the Compliance Department, notify applicable Customers/ICs. Any such notification to Customers/ICs
shall be made in compliance with the applicable law and shall specify the following: (i) the extent to
which Customer/IC Data was or was suspected to be disclosed or compromised; (ii) the circumstances
of the Security Breach; (iii) the date or period of time on which it occurred; (iv) a description of the
information affected; (v) a description of the steps taken to reduce the risk of harm from the Security
Breach; (vi) contact information for a person able to answer questions regarding the Security Breach;
(vii) any other information required by the applicable law; and (viii) in the case of a notice to a privacy
commissioner or other regulatory body, an assessment of the risk of harm to any affected persons and
an estimate of the number of persons affected. ICs shall promptly comply with all applicable
information Security Breach disclosure laws. ICs, at their expense, shall cooperate with Company, any
applicable privacy commissioner or other regulatory body and the applicable Customers/ICs and use
their best efforts to mitigate any potential damage caused by a breach of their obligations under the IC
Agreement or any law applicable to confidential data, including by sending notice to the affected
individuals, applicable agencies and consumer reporting agencies, if such notification is required the
Company in its sole and absolute discretion.
7.6 Privacy and Confidentiality
7.7 The Data Management Rule
The Data Management Rule (the “Rule”) is intended to protect the LOS for the benefit of all ICs, as
well as the Company. LOS information is information compiled by the Company that discloses or
relates to all or part of the specific arrangement of sponsorship within the Company business,
including, without limitation, IC lists, sponsorship trees, and all IC information generated therefrom, in
its present and future forms. The Company LOS, constitutes a commercially advantageous, unique,
and proprietary trade secret (“Proprietary Information”), which it keeps proprietary and confidential
and treats as a trade secret. Company is the exclusive owner of all Proprietary Information, which is
derived, compiled, configured, and maintained through the expenditure of considerable time, effort,
and resources by the Company and its ICs. Through this Rule, ICs are granted a personal,
non-exclusive, non-transferable and revocable right by the Company to use Proprietary Information
only as necessary to facilitate their business as contemplated under these Policies. The Company
reserves the right to deny or revoke this right, upon reasonable notice to the IC stating the reason(s) for
such denial or revocation, whenever, in the reasonable opinion of the Company, such is necessary to
protect the confidentiality or value of Proprietary Information. All ICs shall maintain Proprietary
Information in strictest confidence and shall take all reasonable steps and appropriate measures to
safeguard Proprietary Information and maintain the confidentiality thereof.
8.0 PROPRIETARY INFORMATION AND TRADE SECRETS
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8.1 Business Reports, Lists, and Proprietary Information
By completing and signing the Company IC Agreement, the IC acknowledges that Business Reports,
lists of Customer and IC names and contact information and any other information, which contain
financial, scientific or other information both written or otherwise circulated by Company pertaining to
the business of Company (collectively, “Reports”), are confidential and proprietary information and
trade secrets belonging to Company.
8.2 Obligation of Confidentiality
A. During the Term of the Company IC Agreement and for a period of five (5) years after
the termination or expiration of the IC Agreement between the IC and Company, the IC
I. Use the information in the Reports to compete with Company or for any purpose
other than promoting their Company business;
II. Use or disclose to any person or entity any confidential information contained in
the Reports, including the replication of the genealogy in another network
III. Trade secrets, Company goodwill, and other Company know-how shall remain
confidential beyond the 5-year period.
8.3 Breach and Remedies
The IC acknowledges that such proprietary information is of such character as to render it unique and
that disclosure or use thereof in violation of this provision will result in irreparable damage to
Company and to independent Company businesses. Company and its ICs will be entitled to injunctive
relief or to recover damages against any IC who violates this provision in any action to enforce its
rights under this Section. The prevailing party shall be entitled to an award of attorney’s fees, court
costs and expenses.
8.4 Return of Materials
Upon demand by Company, any current or former IC will return the original and all copies of all
“Reports” to Company together with any Company confidential information in such person’s
9.0 ADVERTISING, PROMOTIONAL MATERIAL, USE OF COMPANY NAMES
9.1 Labeling, Packaging, and Displaying Products
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A. A Company IC may not re-label, re-package, refill, or alter labels of any Company
product or service, information, materials or program(s) in any way. Company products
and services must only be sold in their original containers from Company. Such
re-labeling or re-packaging violates federal, state and provincial laws, which may result
in criminal or civil penalties or liability.
B. Unless Company otherwise approves explicitly, a Company IC shall not cause any
Company product or service or any Company trade name to be sold or displayed
through any other means other than the Company corporate website or an IC’s linked
C. Company will permit ICs to solicit and make Commercial Sales upon prior written
approval from Company. For the purpose of these Policies and Procedures, the term
“Commercial Sale” means the sale of:
I. Company products that equal or exceed five thousand dollars ($5,000 USD) in a
II. Products sold to a third party who intends to resell the products to an end
D. An IC may sell Company products and services and display the Company trade name at
any appropriate display booth (such as trade shows) only upon prior written approval
E. Company reserves the right to refuse authorization to participate at any function that it
does not deem a suitable forum for the promotion of its products and services, or the
9.2 Use of Ryze Names and Protected Materials
A. A Company IC must safeguard and promote the good reputation of Company and the
products and services it markets. The marketing and promotion of Company, the
Company sales opportunity, the Company Compensation Plan, and Company products
and services will be consistent with the public interest and must avoid all discourteous,
deceptive, misleading, unethical or immoral conduct and practices.
B. All promotional materials supplied or created by Company must be used in their
original form and cannot be changed, amended or altered except with prior written
approval from the Company Compliance Department.
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C. The name of Company, each of its product and service names and other names that have
been adopted by Company in connection with its business are proprietary trade names,
trademarks and service marks of Company. As such, these marks are of great value to
Company and are supplied to ICs for their use only in an expressly authorized manner.
D. A Company IC’s use of the name “Ryze” or other related names is restricted to protect
Company proprietary rights, ensuring that the Company protected names will not be
lost or compromised by unauthorized use. Use of the Company name on any item not
produced by Company is prohibited except as follows:
I. [Independent Consultant’s name] Independent Consultant; or
II. [Independent Consultant’s name] Independent Consultant of Company products
E. Further procedures relating to the use of the Company name are as follows:
I. All stationary (i.e., letterhead, envelopes, and business cards) bearing the
Company name or logo intended for use by the IC must be approved in writing
by the Company Compliance Department.
II. Company ICs may list “Ryze Independent Consultant” in online directories
under their own name.
III. Company ICs may not use the name Company, or any form thereof, in
answering their telephone, creating a voice message or using an answering
service, such as to give the impression to the caller that they have reached the
corporate office. They may state, “Ryze Independent Consultant.”
F. Certain photos and graphic images used by Company in its advertising, packaging, and
websites are the result of paid contracts with outside vendors that do not extend to ICs.
If an IC wants to use these photos or graphic images, they must negotiate individual
contracts with the vendors for a fee.
G. A Company IC shall not appear on or make use of television or radio or make use of
any other media to promote or discuss Company or its programs, products or services
without prior written permission from the Company Compliance Department.
H. An IC may not produce for sale or distribution any Company event or speech, nor may
an IC reproduce Company audio or video clips for sale or for personal use without prior
written permission from the Company Compliance Department.
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I. Company reserves the right to rescind its prior approval of any sales aid or promotional
material to comply with changing laws and regulations and may request the removal
from the marketplace of such materials without financial obligation to the affected IC.
J. An IC shall not promote non-Company products or services in conjunction with
Company products or services on the same websites or same advertisement without
prior approval from the Company Compliance Department.
9.3 E-mail Limitations
A. Except as provided in this Section, an IC may not use or transmit email, mass email
distribution, or “spamming” that advertises or promotes the operation of their Company
business. The exceptions are:
I. E-mailing any person who has given prior permission or invitation;
II. E-mailing any person with whom the IC has established a prior business or
B. In all states where prohibited by law, an IC may not transmit, or cause to be transmitted
through a third party, (by telephone, facsimile, computer or other device), an unsolicited
advertisement to any equipment, which has the capacity to transcribe text or images
from an electronic signal received over a regular telephone line, cable line, ISDN, T1 or
any other signal carrying device, except as set forth in this Section.
C. All e-mail or computer broadcasted documents subject to this provision shall include
each of the following:
I. A clear and obvious identification that the fax or e-mail message is an
advertisement or solicitation. The words “advertisement” or “solicitation”
should appear in the subject line of the message;
II. A clear return path or routing information;
III. The use of legal and proper domain name;
IV. A clear and obvious notice of the opportunity to decline to receive further
commercial e-mail messages from the sender;
V. Unsubscribe or opt-out instructions should be the very first text in the body of
the message box in the same size text as the majority of the message;
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VI. The true and correct name of the sender, valid senders’ e-mail address, and a
valid sender physical address;
VII. The date and time of the transmission; and
VIII. Upon notification by recipient of their request not to receive further e-mailed
documents, a Company IC shall not transmit any further documents to that
D. All e-mail or computer broadcasted documents subject to this provision shall not
include any of the following;
I. Use of any third party domain name without permission;
II. Sexually explicit materials.
9.4 Internet and Third-Party Website Restrictions
A. An IC may not use or attempt to register any of Company’s trade names, trademarks,
service names, service marks, product names, URLs, advertising phrases, the
Company’s name or any derivative thereof, for any purpose including, but not limited
to, Internet domain names (URL), third party websites, e-mail addresses, web pages,
blogs, or social media (for more information on social media guidelines please refer to
Section 9.5 below).
B. A Company IC MAY NOT sell Company products, services or offer the sales
opportunity using “online auctions,” such as eBay®, or on online marketplaces like
Etsy, Amazon, Craigslist, Facebook Marketplace, etc.
This rule is required for many reasons, including consumer protection, compliance with
laws regarding the Company products/services and to protect Company ICs from losing
potential enrollments of Customers/ICs who may be reluctant to engage in the Company
sales opportunity because they view the third-party sites as a competitive source of
C. ICs may only sell Company products/services through their Company replicated
website (“Replicated Website”) or the Company corporate website. ICs may not have
any other third-party websites (defined as a website that is not Company-approved
personal website hosted on non-Company servers and with no affiliation with
Company). Please note that a third-party website does not include social networking
and social media sites (as further discussed in Section 9.5). Any IC who wishes to
develop their own third-party website must submit a properly completed third-party
website application and agreement and receive Company’s prior written approval before
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going live with such a website. Third-party websites may be used to promote your
business and Company’s products and services so long as the third-party website
adheres to Company’s advertising policies. Moreover, no orders may be placed through
third-party websites and no enrollments may occur through a third-party website. If you
wish to use any third-party website, you must do the following:
a. Identify yourself as an IC for Company;
b. Use only the approved images and wording authorized by Company;
c. Adhere to the branding, trademark, and image usage policies described in this
d. Adhere to any other provision regarding the use of a third-party website
described in this document;
e. Agree to give the Compliance Department at Company access to the third-party
website and, if the website is password protected, the Compliance Department
must receive passwords or credentials allowing unlimited access; and
f. Agree to modify your website to comply with current or future Company
D. All marketing materials used on an IC’s third-party website must be provided by
Company or approved in writing by Company.
E. To avoid confusion, the following three elements must also be prominently displayed at
the top of every page of your third-party website:
1. The Company IC Logo
2. Your Name and Title
3. Company Corporate Website Redirect Button
F. An IC may not use third-party sites that contain materials copied from corporate sources
(such as Company brochures, CDs, videos, tapes, events, presentations, and corporate
websites). This policy ensures brand consistency, allows Customers and ICs to stay up
to date with changing products, services and information, facilitates enrollment under
the correct Sponsor, and assists in compliance with government regulations.
G. Company products may be displayed with other products or services on an IC’s
third-party website so long as the other products and services are consistent with
Company values and are not marketed or sold by a competing network-marketing
H. If the independent Company business of an IC who has received authorization to create
and post a third-party website is voluntarily or involuntarily canceled for any reason or
if Company revokes its authorization allowing the IC to maintain a third-party website,
the IC shall assign the URL to their third-party website to the Company within three (3)
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days from the date of the cancellation and/or re-direct all traffic to the site as directed by
the Company. Company reserves the right to revoke any IC’s right to use a third-party
website at any time if Company believes that such revocation is in the best interest of
Company, its ICs, and Customers. Decisions and corrective actions in this area are at
Company’s sole discretion.
9.5 Social Networking and Social Media
A. ICs may join social networking and/or social media sites, online forums, discussion
groups, and blogs to leverage the power of the Company brand and to communicate the
benefits of the Company products and sales opportunity. Online social pages belonging
to an IC may be used to drive traffic to a Replicated Website or to the Company
B. Company-dedicated accounts on social media may never be used to promote other
business opportunities, other products or services, etc. An IC may post suggestions to
visit, like, or follow the business page on their personal page. An IC may also post
artwork or other tangential-to-business posts on their personal pages, but no
enticements, ads, offers, non-Company product announcements, etc. may be posted on
the personal pages.
C. Social networks and social media sites include but are not limited to such sites as
Facebook, Instagram, Pinterest, LinkedIn, Twitter, etc. ICs may use their own social
networking profiles to advertise and promote their Company businesses and the
Company products, and direct traffic to their respective Replicated Website or the
Company Corporate Website. However, no actual sales of Company products, however,
may be processed on social networking profiles or groups and no pricing may be shown
on an image or in the text of a post. Banner ads and images used on these sites must be
current and must come from the Company approved library.
D. PROFILES AN IC GENERATES IN ANY SOCIAL COMMUNITY WHERE
COMPANY IS DISCUSSED OR MENTIONED MUST CLEARLY IDENTIFY THE
IC AS A COMPANY IC, and when an IC participates in those communities, IC must
avoid inappropriate conversations, comments, images, video, audio, applications or any
other adult, profane, discriminatory or vulgar content. The determination of what is
inappropriate is at Company’s sole discretion, and offending ICs will be subject to
E. ICs are personally responsible for their postings and all other online activity that relates
to Company. Therefore, even if an IC does not own or operate a blog or social media
site, if an IC makes a post that relates to Company or which can be traced to the
Company, the IC is responsible for the posting. ICs are also responsible for postings
which occur on any blog or social media site that the IC owns, operates or controls.
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Company reserves the right to require the removal of non-compliant or infringing posts
from any IC’s social media pages and may terminate the IC Agreement of any IC who
materially or repeatedly breaches this Section. Postings that are false, misleading or
deceptive are strictly prohibited. This includes, but is not limited to, false or deceptive
postings relating to the Company, Company income opportunity, Company products,
and/or IC information and credentials. Further, ICs MAY NOT make any posting, or
link to any posting or other material, that:
I. Is sexually explicit, obscene, or pornographic;
II. Is profane, hateful, threatening, defamatory, libelous, harassing or discriminatory
in any way, shape or form;
III. Is solicitous of any unlawful behavior;
IV. Engages in personal attacks on any individual, group or entity;
V. Is in violation of any intellectual property rights of the Company or any third
VI. Is not consistent with the standards as set forth in these Policies and Procedures.
F. Anonymous postings or use of an alias on any social network or media site is
prohibited, and offending ICs will be subject to disciplinary action.
G. ICs may not use blog spam, spamdexing or any other mass-replicated methods to leave
blog comments. Comments ICs create or leave must be useful, unique, relevant and
specific to the blog’s article.
H. ICs must disclose their full name on all social network and media postings, and
conspicuously identify themselves as an independent IC for Company.
I. As a Company IC, it is important to not converse with any person who places a negative
post against you, other ICs, or Company. Report negative posts to the Company
Compliance Department. Responding to such negative posts often simply fuels a
discussion with someone carrying a grudge that does not hold themselves to the same
high standards as Company, and therefore damages the reputation and goodwill of
J. The distinction between a social networking and/or media site and a third-party website
may not be clear-cut. Because some social networking and/or media sites are
particularly robust, Company therefore reserves the sole and exclusive right to classify
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certain sites as third-party websites and require that ICs using, or who wish to use, such
sites adhere to the Company’s policies relating to third-party websites.
K. If your Company business is cancelled for any reason, you must discontinue using the
Company name, and all of Company’s trademarks, trade names, service marks, and
other intellectual property, and all derivatives of such marks and intellectual property, in
any postings and all social websites that you utilize. If you post on any social website
on which you have previously identified yourself as an independent Company IC, you
must conspicuously disclose that you are no longer an independent Company IC.
Absent such disclosure, IC comments and actions may be construed as being taken on
behalf of Company and IC shall be responsible for indemnifying Company for such
actions if any action is taken against Company.
L. Failure to comply with these Policies for conducting business online may result in the
IC losing their right to advertise and market Company products, services and
Company’s sales opportunity online in addition to any other disciplinary action
available under these Policies and Procedures.
M. ICs may wish to have “private” and/or “closed” social media groups, specifically
Facebook Groups, for their particular Customers or for their particular downline. These
groups are permitted as long as the groups are conducted and operated in a manner
consistent with these Policies and Procedures and all other agreements between
Company and IC. In order to create a particular social media group, the IC organizing
the group must inform Company’s Compliance Department
[email protected] and invite (“Compliance”) to the individual group so that
Company may monitor the contents of the group and ensure that these Policies and
Procedures are being appropriately followed. Compliance will not comment on, like,
share, or otherwise interact with, a post within any specific group in which Compliance
is a member. Compliance will review from time to time and make note of certain
interactions or occurrences and notify Company and IC if any potentially questionable
or otherwise violative activity takes place that could warrant disciplinary action under
these Policies and Procedures or other agreements between Company and IC. These
monitoring features will also permit Compliance to notify an IC on the front end of a
potential issue as opposed to having to take more extreme measures on the back end.
N. ICs must verify that individuals being added to private or closed groups are, in fact,
Company Customers. Such private or closed groups are limited to only those ICs and
Customers within a particular upline or downline as that specific group is for the
interaction between members of a team. If a Customer no longer is a Customer, in any
regard, then the Customer must be removed from the group within 24 hours of the
change. (e.g., Customer does not purchase product for X amount of time or Customer
becomes an IC under a different genealogy than the current group). Upon termination,
either voluntary or involuntary, cancellation, dismissal, winding up the business or any
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other reason for an IC may no longer be involved with Company, the IC must notify
Compliance immediately of all accounts that would fall under this Section and category,
post in the group that you are no longer associated with Company and will be
disbanding the specific group, and then subsequently close and delete the group
9.6 Advertising and Promotional Materials
A. You may not advertise any Company products or services at a price LESS than the
highest company published, established retail price of ONE offering of the Company
product or service plus shipping, handling and applicable taxes. No special enticement
advertising is allowed. This includes, but is not limited to, offers of a free business, free
shipping, or other such offers that grant advantages beyond those available through the
B. Advertising and all forms of communications must adhere to principles of honesty and
C. All advertising, including, but not limited to, print, Internet, computer bulletin boards,
television, radio, etc., are subject to prior written approval by the Company Compliance
Department. Further, all requests for approval for advertising must be directed in
writing to the Company Compliance Department.
D. Company approval is not required to place blind ads that do not mention Company its
employees, any of its products, services, designs, symbols, programs, and trademarked,
copyrighted, or otherwise protected materials. However, an IC may not purchase (or
encourage or solicit any third party to purchase) any term containing Company, its
products, programs, trademarks, copyright and any other protected material as a
meta-tag, keyword, paid search term, sponsored advertisement or sponsored link in
markets in which Company conducts business.
E. Company reserves the right to rescind its prior approval of submitted advertising or
promotional materials in order to comply with changing laws and regulations and may
require the removal of such advertisements from the marketplace without obligation to
the affected IC.
9.7 Testimonial Permission
By signing the Company IC Agreement, an IC gives Company permission to use their testimonial or
image and likeness in corporate sales materials, including but not limited to print media, electronic
media, audio and video. In consideration of being allowed to participate in the Company sales
opportunity, an IC waives any right to be compensated for the use of his or her testimonial or image
and likeness even though Company may be paid for items or sales materials containing such image and
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likeness. In some cases, an IC’s testimonial may appear in another IC’s advertising materials. If an IC
does not wish to participate in Company sales and marketing materials, he or she should provide a
written notice to the Company Compliance Department to ensure that his or her testimonial or image
and likeness will not be used in any corporate materials, corporate recognition pieces, advertising or
recordings of annual events.
9.8 Telemarketing Limitations
A. A Company IC must not engage in telemarketing in relation to the operation of the IC’s
Company business. The term “telemarketing” means the placing of one or more
telephone calls to an individual or entity to induce the purchase of Company products or
services, or to recruit them for the Company opportunity.
B. The Federal Trade Commission (“FTC”) and the Federal Communications Commission
(“FCC”) each have laws that restrict telemarketing practices. Both federal agencies, as
well as a number of States have “do not call” regulations as part of their telemarketing
C. While an IC may not consider himself or herself a “telemarketer” in the traditional
sense, these regulations broadly define the term “telemarketer” and “telemarketing” so
that the unintentional action of calling someone whose telephone number is listed on the
Federal “Do Not Call” registry could cause the IC to violate the law. These regulations
must not be taken lightly, as they carry significant penalties (up to $11,000 per
D. “Cold calls” or “state-to-state calls” made to prospective Customers, or ICs that
promote either Company products, services or the Company opportunity is considered
telemarketing and is prohibited.
E. Exceptions to Telemarketing Regulations
A Company IC may place telephone calls to prospective Customers, or ICs under the
following limited situations:
I. If the IC has an established business relationship with the prospect;
II. In response to the prospect’s personal inquiry or application regarding a product
or service offered by the Company IC, within three (3) months immediately
before the date of such a call;
III. If the IC receives written and signed permission from the prospect authorizing
the IC to call;
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IV. If the call is to family members, personal friends, and acquaintances. However,
if an IC makes a habit of collecting business cards from everyone they meet and
subsequently calls them, the FTC may consider this a form of telemarketing that
is not subject to this exemption;
V. Company ICs engaged in calling “acquaintances,” must make such calls on an
occasional basis only and not as a routine practice.
F. An IC shall not use automatic telephone dialing systems in the operation of his or her
G. Failure to abide by Company policies or regulations as set forth by the FTC and FCC
regarding telemarketing may lead to sanctions against the IC’s business, up to and
including termination of the business.
H. By signing the IC Agreement, or by accepting commission checks, other payments or
awards from Company, an IC gives permission to Company and other ICs to contact
them as permitted under the Federal Do Not Call regulations.
I. In the event an IC violates this section, Company reserves the right to initiate legal
proceedings to obtain monetary or equitable relief.
9.9 International Marketing Policy
A. A Company IC is authorized to sell Company products and services to Customers and
ICs only in the countries in which Company is authorized to conduct business,
according to the Policies and Procedures of each country. Company ICs may not sell
products or services in any country where Company products and services have not
received applicable government authorization or approval.
B. An IC may not, in any unauthorized country, conduct sales, enrollment or training
meetings, enroll or attempt to enroll potential Customers, or ICs, nor conduct any other
activity for the purpose of selling Company products and services, establishing a sales
organization, or promoting the Company sales opportunity.
10.0 CHANGES TO AN INDEPENDENT CONSULTANT’S BUSINESS
10.1 Modification of the Independent Consultant Agreement
A Company IC may modify their existing IC Agreement (i.e., change a social security number to a
Federal ID number, add a spouse or partner to the account, or change the form of ownership from an
individual to a Business Entity owned by the IC) by submitting a written request, accompanied by a
new IC Agreement and the Business Registration Form, if applicable, completed with fresh signatures
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(not a “crossed out” or “white-out” version of the first Agreement), and any appropriate supporting
10.2 Change Sponsor or Placement for Active Independent Consultants
A. In conjunction with Section 2.6, maintaining the integrity of the organizational structure
is mandatory for the success of Company and our independent ICs. As such, under
exceptional circumstances at the discretion of the Company, a request to change
placement may only be made within the first thirty (30) days of initial enrollment as an
IC. Furthermore, such changes may only occur within the same organization.
B. Sponsors may make “Placement changes” from one IC to another for personally
Sponsored (frontline) ICs during the first thirty (30) days of enrollment.
C. New ICs or their original Sponsor may request a change of Sponsor or Placement within
the first thirty (30) days of enrollment for the purpose of structuring an organization.
The new IC Agreement must be received within the calendar month for commission
calculations to be effective with the requested change.
D. To change or correct the Sponsor, an IC must comply with following procedures:
I. Submit a Sponsor Placement Transfer Form;
II. Submit a Company IC Agreement showing the correct Sponsor and Placement
and any appropriate supporting documentation;
III. The IC Agreement must be a new, completed document bearing “fresh”
signatures, not a “crossed-out” or “white-out” version of the first Agreement.
E. Upon approval, the IC’s downline, if any, will transfer with the IC.
F. If one transfer has already been made a $20 fee will be assessed for the second and for
each transfer thereafter.
G. After the first thirty (30) days from initial enrollment, Company will honor the
Sponsor/Placement as shown:
I. On the most recently signed IC Agreement on file; or
II. Self-enrolled on the website (i.e., electronically signed Agreement).
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H. Company retains the right to approve or deny any requests to change Sponsor or
Placement, and to correct any errors related thereto at any time and in whatever manner
it deems necessary.
10.3 Change Sponsor or Placement for Inactive Independent Consultants
A. At the discretion of Company, ICs who remained inactive for a period of twelve (12)
months, and who have not tendered a letter of resignation, are eligible to re-enroll in
Company under the Sponsor/Placement of their choice.
B. Upon written notice to Company that a former IC wishes to re-enroll, Company will
“compress” (close) the original account. A new Company ID number will then be
issued to the former IC.
C. Such IC does not retain former rank, downline, or rights to commission checks from
their former organizations.
D. Company reserves the right to correct Sponsor or Placement errors at any time and in
whatever manner it deems necessary.
10.4 Unethical Sponsoring
A. Unethical sponsoring activities include, but are not limited to, enticing, bidding or
engaging in unhealthy competition in trying to acquire a prospect or new IC from
another IC or influencing another IC to transfer to a different sponsor.
F. Allegations of unethical sponsoring must be reported in writing to the Company
Compliance Department within the first ninety (90) days of enrollment. If the reports
are substantiated, Company may transfer the IC or the IC’s downline to another
Sponsor, Placement or organization without approval from the current upline Sponsor or
Placement ICs. Company remains the final authority in such cases.
G. Company prohibits the act of “Stacking.” Stacking is the unauthorized manipulation
of the Company compensation system and/or the marketing plan in order to trigger
commissions or cause a promotion off a downline IC in an unearned manner. One
example of stacking occurs when a Sponsor places participants under an inactive
downline without their knowledge in order to trigger unearned qualification for
commissioning. Stacking is unethical and unacceptable behavior, and as such, it is a
punishable offense with measures up to and including the termination of the
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independent consultant positions of all individuals and/or entities found to be directly
H. Should ICs engage in solicitation and/or enticement of members of another direct sales
company to sell or distribute Company products and services to, they bear the risk of
being sued by the other direct sales company. If any lawsuit, arbitration, or mediation is
brought against an IC alleging that they engaged in inappropriate recruiting activity of
another company’s sales force or Customers, Company will not pay any of IC’s defence
costs or legal fees, nor will Company indemnify the IC for any judgment, award, or
10.5 Sell, Assign or Delegate Ownership
A. In order to preserve the integrity of the hierarchical structure, it is necessary for
Company to place restrictions on the transfer, assignment, or sale of a business.
B. A Company IC may not sell or assign their rights or delegate their position as an IC
without prior written approval by Company, as approval will not be unreasonably
withheld. Any attempted sale, assignment, or delegation without such approval may be
voided at the discretion of Company.
C. Prior to Company approval, the selling IC must first offer their position to their upline
Sponsor. The Sponsor shall have five (5) business days in which to accept the offer. If
Sponsor accepts the offer, they must provide the Company with written notice of
acceptance. If the Sponsor declines the offer, the selling IC may offer the position to
D. Should the sale be approved by Company, the Buyer assumes the position of the Seller
at the current qualified title, but at the current “paid as” rank, at the time of the sale and
acquires the Seller’s Downline.
E. To request corporate authorization for a sale or transfer of a Company business, the
following items must be submitted to the Company Compliance Department:
I. A Sale/Transfer of Business Form properly completed, with the requisite
II. A copy of the Sales Agreement signed and dated by both Buyer and Seller;
III. A Company IC Agreement completed and signed by the Buyer;
IV. Payment of the $100 administration fee;
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V. Any additional supporting documentation requested by Company.
F. Any debt obligations that either Seller or Buyer may have with Company must be
satisfied prior to the approval of the sale or transfer by Company.
G. A Company IC who sells their business is not eligible to re-enroll as a Company IC in
any organization for six (6) full calendar months following the date of the sale except as
otherwise expressly set forth in these Policies and Procedures.
H. Protection of existing LOS must always be maintained so that the Company business
continues to be operated in that LOS.
I. The selling IC must be in good standing and not in violation of any of the terms of the
Agreement in order to be eligible to sell, transfer, or assign a Company business.
10.6 Separating a Ryze Business
Company Brand Partners sometimes operate their Company businesses as spouse-spouse partnerships,
regular partnerships, corporations, or trusts. At such time as a marriage may end in divorce or a
corporation, partnership, or trust (the latter three entities are collectively referred to herein as
“entities”) may dissolve, arrangements must be made to assure that any separation or division of the
business is accomplished so as not to adversely affect the interests and income of other businesses up
or down the LOS. If the separating parties fail to provide for the best interests of other Brand Partners
and the Company in a timely fashion, the Company will involuntarily terminate the Brand Partner
During the divorce or entity dissolution process, the parties must adopt one of the following methods
A. One of the parties may, with consent of the other(s), operate the Company business
pursuant to an assignment in writing whereby the relinquishing spouse, shareholders,
partners, or trustees authorize the Company to deal directly and solely with the other
spouse or non-relinquishing shareholder, partner, or trustee; or
B. The parties may continue to operate the Company business jointly on a
“business-as-usual” basis, whereupon all compensation paid by the Company will
be paid according to the status quo as it existed prior to the divorce filing or
dissolution proceedings. This is the default procedure if the parties do not agree on
the format set forth above. The Company will never remove a party to a position
from a Brand Partner account without that party’s written permission and signature.
Under no circumstances will the downline organization of divorcing spouses or a
dissolving business entity be divided. Under no circumstances will the Company
split commission and bonus checks between divorcing spouses or members of
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dissolving entities. Company will recognize only one downline organization and
will issue only one commission check per Company business per commission cycle.
Commission checks shall always be issued to the same individual or entity. In the
event that parties to a divorce or dissolution proceeding are unable to resolve a
dispute over the disposition of commissions and ownership of the business in a
timely fashion as determined by the Company, the Brand Partner Agreement shall
be involuntarily cancelled. If a former spouse has completely relinquished all rights
in the original Company business pursuant to a divorce, they are thereafter free to
enroll under any sponsor of their choosing without waiting six (6) calendar months.
In the case of business entity dissolutions, the former partner, shareholder, member,
or other entity affiliate who retains no interest in the business must wait six (6)
calendar months from the date of the final dissolution before re-enrolling as a Brand
Partner. In either case, however, the former spouse or business affiliate shall have no
rights to any Brand Partners in their former organization or to any former customer.
They must develop the new business in the same manner as would any other new
A. Upon the death or incapacity of an IC, the IC’s business may be passed on to their legal
successors in interest (successor). Whenever a Company business is transferred by will
or other testamentary process, the successor acquires the right to collect all bonuses and
commissions of the deceased IC’s sales organization. The successor must:
I. Complete and sign a new Company IC Agreement;
II. Comply with the terms and conditions of the IC Agreement; and
III. Meet all of the qualifications for the last rank achieved by the former IC.
B. Bonuses and commission checks of a Company business transferred based on this
Section will be paid in a single check to the successor. The successor must provide
Company with an “address of record” to which all bonus and commission Payments
will be sent. Payments will be based on the current performance of the business, not the
highest rank or volume achieved.
C. If the business is bequeathed to joint devisees (successors), they must form a business
entity and acquire a Federal taxpayer identification number. Company will issue all
bonus and commission payments and one 1099-NEC form to the managing business
D. Appropriate legal documentation must be submitted to the Company Compliance
Department to ensure the transfer is done properly. To affect a testamentary transfer of a
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Company business, the successor must provide the following to the Company
I. A certified copy of the death certificate; and
II. A notarized copy of the will or other appropriate legal documentation
establishing the successor’s right to the Company business.
E. To complete a transfer of the Company business because of incapacity, the successor
must provide the following to the Company Compliance Department:
I. A notarized copy of an appointment as trustee;
II. A notarized copy of the trust document or other appropriate legal documentation
establishing the trustee’s right to administer the Company business; and
III. A completed IC Agreement executed by the trustee.
F. If the successor is already an existing IC, Company will allow such IC to keep their
own business plus the inherited business active for up to six (6) months. By the end of
the 6-month period, the IC must have compressed (if applicable), sold or otherwise
transferred either the existing business or the inherited business.
G. If the successor wishes to terminate the Company business, they must submit a
notarized statement stating the desire to terminate the business, along with a certified
copy of the death certificate, appointment as trustee, and/or any other appropriate legal
H. Upon written request, Company may grant a one (1) month bereavement waiver and
pay out at the last “paid as” rank.
10.8 Resignation/Voluntary Termination
A. An IC may immediately terminate their business by submitting a written notice or email
to the Company Compliance Department. The written notice must include the
I. The IC’s intent to resign and date of resignation;
II. Company Identification Number and reason for resigning; and
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B. A Company IC may not use resignation as a way to immediately change Sponsor and
Placement. Instead, the IC who has voluntarily resigned is not eligible to reapply for a
business or have any financial interest in a or any Company business for six (6) months
from the receipt of the written notice of resignation.
10.9 Involuntary Termination
A. Company reserves the right to terminate an IC’s business for, but not limited to, the
I. Violation of any terms and conditions of the IC Agreement;
II. Violation of any provision in these Policies and Procedures;
III. Violation of any provision in the Compensation Plan;
IV. Violation of any applicable law, ordinance, or regulation regarding the Company
V. Engaging in unethical business practices or violating standards of fair dealing;
VI. Returning over $500 worth of products, services and/or sales tools for a refund
within a twelve (12) month period.
B. Company will notify the IC in writing, at their last known home address or e-mail
address of its intent to terminate the IC’s business and the reasons for termination.
C. If the IC wishes to provide documentation to appeal Company’s decision, IC must do so
within three (3) business days from the date of termination notice. Company shall then
make a decision on whether or not to rescind termination.
D. If the termination is not rescinded, the termination will be effective as of the date of the
original termination notice by Company. The former IC shall thereafter be prohibited
from using the names, marks or signs, labels, stationery, advertising, or business
material referring to or relating to any Company products or services. Company will
notify the active upline Sponsor within ten (10) days after termination. The organization
of the terminated IC will “roll up” to the active Upline Sponsor on record.
E. The Company IC who is involuntarily terminated by Company may not reapply for a
business, either under their present name or any other name or entity, without the
express written consent of an officer of Company following a review by the Company
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Compliance Committee. In any event, such IC may not reapply for a business for
twelve (12) months from the date of termination.
10.10 Effect of Cancellation
A. Following an IC’s cancellation for inactivity or voluntary or involuntary termination
(collectively, a “cancellation”) such IC:
I. Shall have no right, title, claim or interest to any commission or bonus from the
sales generated by the IC’s former organization or any other payments in
association with the IC’s former independent business;
II. Effectively waives any and all claims to property rights or any interest in or to
the IC’s former Downline organization; and
III. Shall receive commissions and bonuses only for the last full pay period in which
they were active prior to cancellation, less any amounts withheld during an
investigation preceding an involuntary cancellation, and less any other amounts
owed to Company.
11.0 WARRANTIES AND LIMITATIONS OF LIABILITY
11.1 Warranty; Disclaimer
Company warrants to ICs that the Company products as and when delivered by Company shall be free
from material defects. Company’s sole obligation to ICs, and ICs’ sole and exclusive remedy, for
breach of this warranty shall be to return any defective Company products and receive a replacement
or refund as described in Section 6. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE
COMPANY PRODUCTS, THE SALES PROGRAM, COMPANY MARKETING MATERIALS,
COMPANY BUSINESS SUPPLIES, AND ANY OTHER SUBJECT MATTER OF THE IC
AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NONINFRINGEMENT, ACCURACY OR COMPLETENESS OF CONTENT, RESULTS, LACK OF
NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, AND CORRESPONDENCE TO
11.2 Limitation of Liability
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NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR ANY FAILURE OF
ESSENTIAL PURPOSE, IN NO EVENT SHALL AN IC OR COMPANY (INCLUDING ANY OF
ITS RELATED PARTIES (AS DEFINED IN SECTION 14E) BE LIABLE TO THE OTHER PARTY
FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR
CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, HOWEVER CAUSED, ARISING
OUT OF OR RELATED TO THE IC AGREEMENT OR THE SUBJECT MATTER HEREOF
(INCLUDING BUT NOT LIMITED TO THE COMPANY PRODUCTS, THE PROGRAM,
COMPANY MARKETING MATERIALS OR COMPANY BUSINESS SUPPLIES), WHETHER
SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHER THEORY
OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY),
OR OTHERWISE, EVEN IF THE IC OR COMPANY (OR ANY OF ITS RELATED PARTIES)
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN JURISDICTIONS
THAT DO NOT GIVE EFFECT TO LIMITED LIABILITY OR EXCULPATORY CLAUSES, THIS
PROVISION IS NOT APPLICABLE. IN JURISDICTIONS THAT ALLOW FOR EXCULPATORY
OR LIMITED LIABILITY CLAUSES IN A LIMITED MANNER, THIS PROVISION IS
APPLICABLE TO THE FULLEST EXTENT ALLOWED BY THE LAW OF SUCH
12.0 DISCIPLINARY SANCTIONS
12.1 Imposition of Disciplinary Action – Purpose
It is the spirit of Company that integrity and fairness should pervade among its ICs, thereby providing
everyone with an equal opportunity to build a successful business. Therefore, Company reserves the
right to impose disciplinary sanctions at any time, when it has determined that an IC has violated the
Agreement or any of these Policies and Procedures or the Compensation Plan as they may be amended
from time to time by Company.
12.2 Consequences and Remedies of Breach
A. Disciplinary actions may include one or more of the following:
I. Monitoring an IC’s conduct over a specified period of time to assure
II. Issuance of a written warning or requiring the IC to take immediate corrective
III. Imposition of a fine (which may be imposed immediately or withheld from
future commission payments) or the withholding of commission payments
(“Commission Hold”) until the matter causing the Commission Hold is resolved
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or until Company receives adequate additional assurances from the IC to ensure
IV. Suspension from participation in Company or IC events, rewards, or
V. Suspension of the Company IC Agreement and business for one or more pay
VI. Involuntary termination of the IC’s Agreement and business;
VII. Any other measure which Company deems feasible and appropriate to justly
resolve injuries caused by the IC’s Policy violation or contractual breach; OR
VIII. Legal proceedings for monetary or equitable relief.
13.0 GRIEVANCES & DISPUTE RESOLUTION
A. If a Company IC has a grievance or complaint against another IC regarding any practice
or conduct relating to their respective Company businesses, they are encouraged to
resolve the issue directly with the other party. If an agreement cannot be reached, it
must be reported directly to the Company Compliance Department as outlined below in
B. The Company Compliance Department will be the final authority on settling such
grievance or complaint and its written decision shall be final and binding on the ICs
C. Company will confine its involvement to disputes regarding Company business matters
only. Company will not decide issues that involve personality conflicts or
unprofessional conduct by or between ICs outside the context of a Company business.
These issues go beyond the scope of Company and may not be used to justify a Sponsor
or Placement change or a transfer to another Company organization.
D. Company does not consider, enforce, or mediate third party agreements between ICs,
nor does it provide names, funding, or advice for obtaining outside legal counsel.
E. Process for Grievances:
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I. The IC should submit a written letter of complaint (e-mail will not be accepted)
directly to the Company Compliance Department. The letter shall set forth the
details of the incident as follows:
a. The nature of the violation;
b. Specific facts to support the allegations;
c. Date(s) and number(s) of occurrences;
d. Persons involved; and
e. Supporting documentation.
II. Upon receipt of the written complaint, Company will conduct an investigation
according to the following procedures:
a. The Compliance Department will send an acknowledgment of receipt to
the complaining IC.
b. The Compliance Department will provide a verbal or written notice of
the allegation to the IC under investigation. If a written notice is sent to
the IC, they will have five (5) business days from the date of the
notification letter to present all information relating to the incident for
review by Company.
c. The Compliance Department will thoroughly investigate the complaint
and consider all the submitted information it deems relevant, including
information from collateral sources. Due to the unique nature of each
situation, determinations of the appropriate remedy will be on a
case-by-case basis, and the length of time to reach a resolution will vary.
d. During the course of the investigation, the Compliance Department will
only provide periodic updates simply stating that the investigation is
ongoing. No other information will be released during that time. IC calls,
letters, and requests for “progress reports” during the course of the
investigation will not be answered or returned.
E. Company will make a final decision and timely notify the Company ICs involved.
13.2 Liquidated Damages
In any case which arises from or relates to the wrongful termination of the Contract and/or an
IC’s business, Company and the IC agree that damages will be extremely difficult to ascertain.
Therefore, the Company and the IC stipulate that if the involuntary termination of the Contract and/or
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loss of IC’s Company business is proven and held to be wrongful under any theory of law, the IC’s sole
remedy will be liquidated damages calculated as follows:
a. For ICs earning $10,000 or more per month below, liquidated damages will be in the
amount of their gross compensation that they earned pursuant to the Company’s
Compensation Plan in the eighteen (18) months immediately preceding the termination.
b. In any action arising from or relating to the Contract, the Company business, or the
relationship between the Company and an IC, both 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 Company and IC further waive all claims to exemplary and punitive
13.3 Dispute Resolution
A. THIS PROVISION CONTAINS AN AGREEMENT THAT AFFECTS HOW CLAIMS
AN IC MAY HAVE AGAINST COMPANY, OR CLAIMS COMPANY MAY HAVE
AGAINST AN IC, WILL BE RESOLVED. THE PARTIES UNDERSTAND AND
AGREE THAT THIS DISPUTE RESOLUTION AGREEMENT OPERATES AS A
SEPARATE AND DISTINCT AGREEMENT THAT IS SEVERABLE FROM THE
REMAINDER OF THE IC AGREEMENT AND IS ENFORCEABLE REGARDLESS
OF THE ENFORCEABILITY OF ANY OTHER PROVISION OF THE IC
AGREEMENT OR THE IC AGREEMENT AS A WHOLE. CONSIDERATION FOR
THIS DISPUTE RESOLUTION AGREEMENT INCLUDES, WITHOUT
LIMITATION, THE PARTIES’ MUTUAL AGREEMENT TO ARBITRATE CLAIMS.
THE PARTIES FURTHER UNDERSTAND AND AGREE THAT THE
UNENFORCEABILITY OF THE IC AGREEMENT IN WHOLE OR IN PART
SHALL NOT SUPPORT A FINDING THAT THIS DISPUTE RESOLUTION
AGREEMENT IS UNENFORCEABLE. THE FEDERAL ARBITRATION ACT
(“FAA”) SHALL GOVERN THIS DISPUTE RESOLUTION AGREEMENT
WITHOUT GIVING EFFECT TO ANY STATE LAW TO THE CONTRARY.
Any controversy, claim or dispute of whatever nature arising between IC, on the one
hand, and Company and/or the Related Parties (as defined in Section 14.3E), on the
other, including but not limited to those arising out of or relating to the IC Agreement
including these Policies and Procedures or the breach thereof, the sale, purchase or use
of the Company products/services, or the commercial, economic or other relationship of
IC and Company and/or the Related Parties (for purposes of this Section, each a
“party”), whether such claim is based on rights, privileges or interests recognized by or
based upon statute, contract, tort, common law or otherwise (“Dispute”), and any
Dispute as to the arbitrability of a matter under this provision, shall be settled through
negotiation, mediation or arbitration, as provided herein.
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B. Mediation. If a Dispute arises, the Parties shall first attempt in good faith to resolve it
promptly by negotiation. Any of the Parties involved in the Dispute may initiate
negotiation by providing notice (the “Dispute Notice”) to each involved Party setting
forth the subject of the Dispute and the relief sought by the Party providing the Dispute
Notice and designating a representative who has full authority to negotiate and settle the
Dispute. Within ten (10) Business Days after the Dispute Notice is provided, each
recipient shall respond to all other known recipients of the Dispute Notice with notice of
the recipient’s position on and recommended solution to the Dispute, designating a
representative who has full authority to negotiate and settle the Dispute. Within twenty
(20) Business Days after the Dispute Notice is provided, the representatives designated
by the Parties shall confer either in person at a mutually acceptable time and place or by
telephone, and thereafter as often as they reasonably deem necessary, to attempt to
resolve the Dispute. At any time twenty (20) Business Days or more after the Dispute
Notice is provided, but prior to the initiation of arbitration, regardless of whether
negotiations are continuing, any Party may submit the Dispute to JAMS for mediation
by providing notice of such request to all other concerned Parties and providing such
notice and a copy of all relevant Dispute Notices and notices responding thereto to
JAMS. In such case, the Parties shall cooperate with JAMS and with one another in
selecting a mediator from the JAMS panel of neutrals and in promptly scheduling the
mediation proceedings and shall participate in good faith in the mediation either in
person at a mutually acceptable time and place or by telephone, in accordance with the
then-prevailing JAMS’s mediation procedures and this Section, which shall control.
C. Arbitration. Any Dispute not resolved in writing by negotiation or mediation shall be
subject to and shall be settled exclusively by final, binding arbitration before a single
arbitrator or, for Disputes in excess of two million dollars ($2,000,000 USD), a panel of
three arbitrators, in the City of Franklin in the State of Tennessee in accordance with the
then-prevailing Comprehensive Arbitration Rules of JAMS, Inc. No Party may
commence Arbitration with respect to any Dispute unless that Party has pursued
negotiation and, if requested, mediation, as provided herein, provided, however, that no
Party shall be obligated to continue to participate in negotiation or mediation if the
Parties have not resolved the Dispute in writing within sixty (60) Business Days after
the Dispute Notice was provided to any Party or such longer period as may be agreed by
the Parties. Unless otherwise agreed by the Parties, the mediator shall be disqualified
from serving as an arbitrator in the case. The Parties understand and agree that if the
arbitrator or arbitral panel awards any relief that is inconsistent with the Limitation of
Liability provision of these Policies and Procedures, such award exceeds the scope of
the arbitrator’s or the arbitral panel’s authority, and any Party may seek a review of the
award in the exclusive jurisdiction and venue of the courts in the City of Franklin in the
State of Tennessee.
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Notwithstanding the foregoing, venue and jurisdiction for any claims or disputes arising
under or relating to the IC Agreement brought by residents of Louisiana shall be
established pursuant to Louisiana law.
D. Waiver of Class Action and Jury Trial. THE NEGOTIATION, MEDIATION OR
ARBITRATION OF ANY DISPUTE SHALL BE LIMITED TO INDIVIDUAL
RELIEF ONLY AND SHALL NOT INCLUDE CLASS, COLLECTIVE OR
REPRESENTATIVE RELIEF. IN ANY ARBITRATION OF A DISPUTE, THE
ARBITRATOR OR ARBITRAL PANEL SHALL ONLY HAVE THE POWER TO
AWARD INDIVIDUAL RELIEF AND SHALL NOT HAVE THE POWER TO
AWARD ANY CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. THE
PARTIES UNDERSTAND AND AGREE THAT EACH IS WAIVING THE
RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS,
COLLECTIVE OR OTHER REPRESENTATIVE ACTION.
E. Although the IC Agreement is made and entered into between IC and Company,
Company affiliates, owners, members, managers and employees (“Related Parties”) are
intended third-party beneficiaries of the IC Agreement for purposes of the provisions of
the IC Agreement referring specifically to them, including this agreement to negotiate,
mediate and arbitrate. The Parties acknowledge that nothing contained herein is
intended to create any involvement by, responsibility of, or liability for, the Related
Parties with respect to any dealings between IC and Company, and the Parties further
acknowledge that nothing contained herein shall be argued by either of them to
constitute any waiver by the Related Parties of any defense which Related Parties may
otherwise have concerning whether they can properly be made a party to any dispute
between the other parties.
F. To the fullest extent allowed by law: (i) the costs of negotiation, mediation and
arbitration, including fees and expenses of any mediator, arbitrator, JAMS, or other
persons independent of all Parties acting with the consent of the Parties to facilitate
settlement, shall be shared in equal measure by IC, on the one hand, and Company and
any Related Parties involved on the other, except where applicable law requires that
Company bear any costs unique to arbitration (which Company shall bear); and (ii) the
arbitrator or arbitral panel or, in the case of provisional or equitable relief or to
challenge an award that exceeds arbitral authority as described in this Section, the court,
shall award reasonable costs and attorneys’ fees to the person or entity that the
arbitrator, arbitral panel, or court finds to be the prevailing party; provided, however,
that if fees are sought under a statute or rule that sets a different standard for awarding
fees or cots, then that statute or rule shall apply.
G. Nothing in these Policies and Procedures shall prevent Company from applying for or
obtaining from any court having jurisdiction a writ of attachment, a temporary
injunction, preliminary injunction, permanent injunction, or other relief available to
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safeguard and protect Company interests or its Confidential Information prior to, during
or following the filing of an arbitration or other proceeding, or pending the rendition of
a decision or award in connection with any arbitration or other proceeding.
H. Any Party may seek specific performance of this Section, and any Party may seek to
compel each other Party to comply with this Section by petition to any court of
competent jurisdiction. For purposes of any provisional or equitable relief sought under
this Section, the Parties consent to exclusive jurisdiction and venue in the courts in the
City of Franklin in the State of Tennessee, or the United States District Court for the
Middle District of Tennessee. The pendency of mediation or arbitration shall not
preclude a Party from seeking provisional remedies in aid of the arbitration from a court
of appropriate jurisdiction, and the Parties agree not to defend against any application
for provisional relief on the ground that mediation or arbitration is pending.
I. ANY AMENDMENT BY COMPANY TO THE DISPUTE RESOLUTION
AGREEMENT IN THIS SECTION SHALL ONLY TAKE EFFECT UPON AN IC’S
EXPRESS AGREEMENT TO SUCH AMENDMENT. AN IC MAY INDICATE
THEIR AGREEMENT TO SUCH PROPOSED AMENDMENT BY FOLLOWING
THE INSTRUCTIONS THAT WILL APPEAR WHEN LOGGING IN TO THE
COMPANY CORPORATE WEBSITE OR, THE IC’S REPLICATED WEBSITE.
COMPANY MAY TERMINATE THE IC AGREEMENT OF ANY IC WHO DOES
NOT AGREE TO A PROPOSED AMENDMENT TO THE DISPUTE RESOLUTION
AGREEMENT IN THIS SECTION WITHIN THIRTY (30) DAYS AFTER THE
EFFECTIVE DATE OF THE AMENDMENT. ANY SUCH AMENDMENT SHALL
APPLY TO ALL CLAIMS BROUGHT BY COMPANY OR THE IC ON OR AFTER
THE EFFECTIVE DATE OF THE AMENDMENT, REGARDLESS OF THE DATE
OF OCCURRENCE OR ACCRUAL OF ANY FACTS UNDERLYING SUCH
13.4 Governing Law
This Agreement is to be construed in accordance with and governed by the laws of the State of
Tennessee, without regard to its choice of law principles, and the Federal Arbitration Act shall govern
the Dispute Resolution Agreement of these Policies and Procedures and the IC Agreement without
giving effect to any state law to the contrary.
If any provision of these Policies and Procedures is found to be invalid, or unenforceable for any
reason, only the invalid provision shall be severed. The remaining terms and provisions hereof shall
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remain in full force and shall be construed as if such invalid or unenforceable provision never had
comprised a part of these Policies and Procedures.
A. Only an officer of Company can, in writing, affect a waiver of the Company Policies
and Procedures. Company’s waiver of any particular breach by an IC shall not affect
Company’s rights with respect to any subsequent breach, nor shall it affect the rights or
obligations of any other IC. A waiver in one instance does not constitute a waiver at any
other point for that IC or for any other IC likely situated.
B. The existence of any claim or cause of action of an IC against Company shall not
constitute a defense to Company’s enforcement of any term or provision of these
Policies and Procedures.
14.3 Successors and Claims
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective
successors and assigns.
ACTIVE IC: An IC who satisfies the minimum volume requirements and has paid the required fees, as
set forth in the Compensation Plan and these Policies, to ensure that they are eligible to receive
bonuses and commissions.
AGREEMENT: The contract between the Company and each IC; includes the IC Agreement, the
Company Policies and Procedures, and the Company Compensation Plan, all in their current form and
as amended by Company in its sole discretion. These documents are collectively referred to as the
BUSINESS DAYS: Monday through Friday, excluding the weekend days of Saturday and Sunday. If a
day within a period of Business Days, for purposes of counting, falls on a Monday through Friday on
which there is a national holiday in which, for example, federal banks are closed, then that day shall
not count as a Business Day.
CANCEL: The termination of an IC’s business. Cancellation may be either voluntary, involuntary, or
COMPENSATION PLAN: The guidelines and referenced literature for describing how ICs can
generate commissions and bonuses.
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CUSTOMER: A Customer who purchases Company products and does not engage in building a
business or retailing product.
Independent Consultant (“IC”): A generic term for any person or entity that has completed the IC
Agreement with the Company and fulfilled all requirements to participate within the career path. An IC
is able to recruit other ICs, sell products and services, and build a Company business via retail sales
and commissions earning.
LINE OF SPONSORSHIP (LOS): A report generated by Company that provides critical data relating
to the identities of ICs, sales information, and enrollment activity of each IC’s organization. This report
contains confidential and trade secret information which is proprietary to Company.
ORGANIZATION: The Customers and ICs placed below a particular IC.
OFFICIAL COMPANY MATERIAL: Literature, audio or video tapes, and other materials developed,
printed, published, and distributed by Company to ICs.
PLACEMENT: Your position inside your Sponsor’s organization.
RECRUIT: For purposes of Company’s Conflict of Interest Policy, the term “Recruit” means the actual
or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either
directly, indirectly, or through a third party, another Company IC or Customer to enroll or participate in
another multilevel marketing, network marketing, or direct sales opportunity.
RESALABLE: Products shall be deemed “resalable” if each of the following elements is satisfied: 1)
they are unopened and unused, 2) original packaging and labelling has not been altered or damaged, 3)
they are in a condition such that it is a commercially reasonable practice within the trade to sell the
merchandise at full price, and 4) the product contains current Company labelling. Any merchandise
that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall
not be resalable.
SPONSOR: An IC who enrolls a Customer, Retailer, or another IC into the Company, and is listed as
the Sponsor on the IC Agreement. The act of enrolling others and training them to become ICs is
UPLINE: This term refers to the IC or ICs above a particular IC in a sponsorship line up to the
Company. It is the line of sponsors that links any particular IC to the Company.
Last Revised Date: March 10, 2022