Policies & Procedures

1.0 INTRODUCTION


1.1 Mutual Commitment Statement

Verdure Holdings USA, LLC (hereafter doing business as “Navan Global,” and simply referred to herein as “NAVAN” or the “Company”) recognizes that in order to develop a long-term and mutually rewarding relationship with its independent business owners (“Members”) and retail customers (“Customers”), NAVAN and its Members must acknowledge and respect the true nature of the relationship.

A. In the spirit of mutual respect and understanding, NAVAN is committed to:

I. Provide prompt, professional and courteous service and communications to all of its Members and Customers;

II. Provide the highest level of quality products, at fair and reasonable prices;

III. Exchange or refund the purchase price of any product, service or membership as provided in our Return Policy:

IV. Deliver orders promptly and accurately;

V. Pay commissions accurately and on a timely basis;

VI. Expedite orders or checks if an error or unreasonable delay occurs;

VII. Roll out new products and programs with Member input and planning;

VIII. Implement changes in the Compensation Plan or Policies and Procedures that affect the Member with input from the Members;

IX. Support, protect and defend the integrity of the NAVAN sales opportunity; and

X. Offer Members an opportunity to grow with NAVAN.

B. In return, NAVAN expects that its Members will:

I. Conduct themselves in a professional, honest, and considerate manner;

II. Present NAVAN Corporate and product information in an accurate and professional manner;

III. Present the Compensation Plan and Return Policy in a complete and accurate manner;

IV. Not make exaggerated income claims;

V. Make reasonable effort(s) to support and train Members and Customers in their downline;

VI. Not engage in cross-line recruiting, unhealthy competition or unethical business practices;

VII. Provide positive guidance and training to Members and Customers in their downline while exercising caution to avoid interference with other downlines. As such, a Member is discouraged from providing cross-line training to a Member or Customer in a different organization without first obtaining consent of the Member’s or Customer’s upline leader;

VIII. Support, protect, and defend the integrity of the NAVAN sales opportunity; and

IX Accurately complete and submit the Member Agreement and any requested supporting documentation in a timely manner.

1.2 NAVAN Policies and Compensation Plan Incorporated into the Member Agreement

Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Income Disclaimer Statement, NAVAN Policies and Procedures, the Company Privacy Policy, the Compensation Plan, the Member Agreement, and if applicable, the Business Entity Registration Form. It is the responsibility of the Sponsoring Member to provide the most current version of these Policies and Procedures (available on the NAVAN website, https://navanglobal.com/) and the NAVAN Compensation Plan to each applicant prior to his, her and/or its execution of the Member Agreement.

1.3 Purpose of Policies

A. NAVAN is a direct sales company that markets products and services through a network of business owners. To clearly define the relationship that exists between Members and NAVAN, and to explicitly set a standard for acceptable business conduct, NAVAN has established these Policies and Procedures.

B. NAVAN Members are required to comply with; (i) all of the Terms and Conditions set forth in the Member Agreement, which NAVAN may amend from time to time in its sole discretion; (ii) all federal, state and/or local laws governing his, her and/or its NAVAN business; and (iii) these Policies and Procedures.

C. NAVAN Members must review the information in these Policies and Procedures carefully. Should a Member have any questions regarding a policy or rule, the Member is encouraged to seek an answer from their Sponsor or any other upline Member. If further clarification is needed the Member may contact NAVAN Customer Service.

1.4 Changes, Amendments, and Modifications

A. Because federal, State, and local laws, as well as the business environment, periodically change, NAVAN reserves the right to amend the Agreement and the prices in its NAVAN Product Price List in its sole and absolute discretion. Notification of amendments shall appear in Official NAVAN 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 Member 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 MEMBER’S EXPRESS AGREEMENT TO SUCH AMENDMENT. A MEMBER MAY INDICATE HER OR HIS 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 MEMBER’S PERSONAL WEBSITE. COMPANY MAY TERMINATE THE MEMBER AGREEMENT OF ANY MEMBER WHO DOES NOT AGREE TO A PROPOSED AMENDMENT TO THE DISPUTE RESOLUTION 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 MEMBER ON OR AFTER THE EFFECTIVE DATE OF THE AMENDMENT, REGARDLESS OF THE DATE OF OCCURRENCE OR ACCRUAL OF ANY FACTS UNDERLYING SUCH CLAIM.

B. Any such amendment, change, or modification shall be effective immediately upon notice by one of the following methods:

I. Posting on the official NAVAN website;

II. Electronic mail (e-mail); or

III. In writing through the NAVAN newsletters or other NAVAN communication channels.

1.5 Delays

NAVAN 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, and/or weather, curtailment of a source of supply, or government decrees or orders.

1.6 Effective Date

These Policies and Procedures shall become effective as of April 3, 2021 (“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 NAVAN Member

A. To become a Member, an applicant must comply with the following requirements:

I. Be of the age of majority (not a minor) in his or her state of residence, or, if a minor sixteen (16) years of age or older with the signed consent of parent or legal guardian;

II. Reside or have a valid address in the United States, a U.S. territory, or Canada;

III. Have a valid taxpayer identification number (i.e. Social Security Number, Federal Tax ID Number, ITIN, etc.);

IV. Submit a properly completed and signed Member Agreement to NAVAN;

V. Not be a NAVAN employee, the spouse of a NAVAN employee or related to an employee of NAVAN and living in the same household as such NAVAN employee;

VI. Purchase a Member Kit.

2.2 New Member Registration

A. A potential new Member may self-enroll on the Company corporate website or a Sponsor’s replicated website. In such event, instead of a physically signed Member Agreement, NAVAN will accept the electronic Member Agreement by way of web-enrollment and one’s “electronic signature”. This electronic signature signifies that the new Member has accepted the Terms and Conditions of the Member Agreement. Please note that such electronic signature constitutes a legally binding agreement between you and the Company.

B. NAVAN reserves the right to require signed paperwork for any account, regardless of origin.

C. If requested the signed Member Agreement must be received by NAVAN within seven (7) days of enrollment.

D. Signed documents, including, but not limited to, the Member 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 Member’s business.

2.3 Rights Granted

A. NAVAN hereby grants to the Member a non-exclusive right, based upon the Terms and Conditions contained in the Member Agreement and these Policies and Procedures, to:

I. Purchase NAVAN products and services;

II. Promote and sell NAVAN products and services; and

III. Sponsor new Members and Customers in the United States and in countries where NAVAN may become established after the effective date of these Policies and Procedures.

2.4 Identification Numbers

A. Each Member is required to provide his or her Social Security Number, or Federal Tax Identification Number, if located in the United States or any of its territories, to NAVAN on the Member Agreement. NAVAN reserves the right to withhold commission payments from any Member who fails to provide such information or who provides false information.

B. Upon enrollment, NAVAN will provide a NAVAN Identification Number to the Member. This number will be used to place orders, structure organizations, and track commissions and bonuses.

2.5 Renewals and Expiration of the Member Agreement

A. If the Member allows his or her Member Agreement to expire due to nonpayment, the Member will lose any and all rights to his, her or its downline organization unless the Member re-activates within sixty (60) days following the expiration of the Agreement.

B. If the former Member re-activates within the 60-day time limit, the Member will resume the rank and position held immediately prior to the expiration of the Member Agreement. However, such Member’s paid as level will not be restored unless he, she and/or an entity qualifies at that payout level in the new month. The Member is not eligible to receive commissions for the time period that the Member’s business was expired.

C. Any Member who was terminated or whose Agreement has expired and lapsed the 60-day grace period is not eligible to re-apply for a NAVAN business for 12 months following the expiration of the Member Agreement, unless approved by NAVAN.

D. The downline of the expired Member will roll up to the immediate, active upline Sponsor.

2.6 Business Entities

    • You must join NAVAN as an individual providing all required documentation and information requested. If you wish to place your NAVAN business under a Business Entity, you must first contact customer support for the form to complete this request.
    • A corporation, partnership, LLC, or trust (collectively referred to as a “Business Entity”) may apply to be a NAVAN Member by way of the Business Entity Registration Form. This Member 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, Partnership Agreement or appropriate Trust documents.  NAVAN must receive these documents within seven (7) days from the date the Member Agreement was signed and sent to NAVAN customer support.
    • A NAVAN Member 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.

2.7 Independent Business Relationship; Indemnification for Actions

A. The NAVAN Member is an independent contractor, and not a purchaser of a franchise or sales opportunity. Therefore, each Member’s success depends on his or her independent efforts.

B. The Agreement between NAVAN and its Members does not create an employer/employee relationship, agency, partnership, or joint venture between NAVAN and the Member.

C. A NAVAN Member shall not be treated as an employee of NAVAN for any purposes, including, without limitation, for federal or  state tax purposes. All Members are responsible for paying local, state, and federal taxes due from all compensation earned as a Member of NAVAN. Any other compensation received by Members from NAVAN will be governed by applicable U.S. tax laws (or the tax laws of any other applicable jurisdiction). The Member has no express or implied authority to bind NAVAN to any obligation or to make any commitments by or on behalf of NAVAN.  Each Member, 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 Member Agreement, these Policies and Procedures and applicable State, Federal and Provincial laws.

D. The NAVAN Member is fully responsible for all of his or her verbal and written communications made regarding NAVAN products, services, and the Compensation Plan that are not expressly contained within official NAVAN materials. Members shall indemnify and hold harmless NAVAN, 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 NAVAN as a result of the Member’s unauthorized representations or actions. This Provision shall survive the termination of the NAVAN Member Agreement.

2.8 Errors or Questions

If a Member has questions about, or believes any errors have been made regarding commissions, bonuses, business reports, orders, or charges, the Member must notify NAVAN 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 30 days shall be deemed expressly waived by the Member.

3.0 RESPONSIBILITIES OF A NAVAN MEMBER


3.1 Correct Addresses

A. It is the responsibility of a Customer/Member to make sure NAVAN has the correct shipping address before any orders are shipped.

B.  A Customer/Member will need to allow up to thirty (30) days for processing after the notice of address change has been received by NAVAN.

C. A Customer/Member may be assessed a $20 fee for returned shipments due to an incorrect shipping address.

3.2 Training and Leadership

A. Any NAVAN Member who Sponsors (as defined in the Glossary of Terms) another Member into NAVAN must perform an authentic assistance and training function to ensure his or her downline is properly operating his or her NAVAN business. Sponsoring Members should have ongoing contact and communication with the Members in their downline organizations. Examples of communication may include, but are not limited to, newsletters, written correspondence, telephone, contact, team calls, voice-mail, e-mail, personal meetings, accompaniment of downline Members to NAVAN meetings, training sessions and any other related functions.

B. A Sponsoring NAVAN Member should monitor the Members in his or her downline organizations to ensure that downline Members do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, such Member should be able to provide documented evidence to NAVAN of his or her ongoing fulfillment of the responsibilities of a Sponsor.

C. Upline Members are encouraged to motivate and train new Members about NAVAN’s products and services, effective sales techniques, the NAVAN Compensation Plan and compliance with company Policies and Procedures.

D. Marketing product is a required activity in NAVAN and must be emphasized in all recruiting presentations. In fact, the Company emphasizes and encourages all its Members to sell NAVAN’s products and services to Customers.

E. Use of Sales Aids. To promote both the products and the opportunity NAVAN offers, Members must use the sales aids and support materials produced by NAVAN. If NAVAN Members develop their own sales aids and promotional materials, which includes Internet advertising, notwithstanding Members’ good intentions, they may unintentionally violate any number of statutes or regulations affecting the NAVAN business. These violations, although they may be relatively few in number, could jeopardize the NAVAN opportunity for all Members.  Accordingly, Members 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 Member receives specific written approval to use the material, the request shall be deemed denied. All Members shall safeguard and promote the good reputation of NAVAN and its products. The marketing and promotion of NAVAN, the NAVAN opportunity, the Compensation Plan, and NAVAN 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. NAVAN desires to provide its independent Members with the best products and services and Compensation Plan in the industry. Accordingly, NAVAN values constructive criticism and encourages the submission of written comments addressed to NAVAN Compliance Department.

B. Negative and disparaging comments about NAVAN, its products or Compensation Plan, by Members made to NAVAN, in the Field or at NAVAN meetings or events, or disruptive behavior at NAVAN meetings or events, serve no purpose other than to dampen the enthusiasm of other NAVAN Members.  NAVAN Members must not belittle NAVAN, other NAVAN Members, NAVAN products or services, the Compensation Plan, or NAVAN directors, officers, or employees, product suppliers or agents. Such conduct represents a material breach of these Policies and Procedures and may be subject to sanctions as deemed appropriate by NAVAN.

C. NAVAN is committed to providing Members with a sales environment free from harassment, intimidation, and abuse from other Members, employees, vendors, and any other individuals in the workplace. At NAVAN, 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. Members are encouraged to report any type of harassment incidents immediately. NAVAN will not tolerate acts or threats of violence and will investigate all reports.

D. NAVAN endorses the following Code of Ethics:

I. A NAVAN Member must show fairness, tolerance, and respect to all people associated with NAVAN, regardless of race, gender, social class or religion, thereby fostering a “positive atmosphere” of teamwork, good morale and community spirit.

II. A Member shall strive to resolve business issues, including situations with upline and downline Members, by emphasizing tact, sensitivity, good will and taking care not to create additional problems.

III. NAVAN Members must be honest, responsible, professional and conduct themselves with integrity.

IV. NAVAN Members shall not make disparaging statements about NAVAN, other Members, NAVAN employees, product suppliers or agents, products, services, sales and marketing campaigns, or the Compensation Plan, or make statements that unreasonably offend, mislead or coerce others.

V. NAVAN Members shall always present accurate information like proper disclaimers and access to the Income Disclosure Statement when encouraging prospects to join the NAVAN business. Moreover, as a Member you agree to never intimidate nor engage in unlawful recruiting practices, including any suggestion that excessive inventory purchases are necessary to participate in NAVAN.

E. NAVAN may take appropriate action against a Member if it determines, in its sole discretion, that a Member’s conduct is detrimental, disruptive, or injurious to NAVAN or to other Members.

3.4 Reporting Policy Violation

A. A Member who observes a policy violation by another Member should submit a written and signed letter (e-mail will not be accepted) of the violation directly to the NAVAN 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 NAVAN, the Company Compliance Department will research things 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 Members for the mutual effort to support, protect, and defend the integrity of the NAVAN business and sales opportunity. If a Member has a grievance or complaint against another Member which directly relates to his or her NAVAN business, the steps set forth in these Policies must be followed.

3.5 Sponsorship

A. The Sponsor is the person who introduces a Customer/Member to NAVAN, helps them complete their enrollment, and supports and trains those in their downline.

B. NAVAN recognizes the Sponsor as the name(s) shown on the first:

I. Physically signed NAVAN Member Agreement on file; or

II. Electronically signed Member Agreement from either the corporate website or a Member’s replicated website.

C. A Member 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 NAVAN.

D. NAVAN recognizes that each new prospect has the right to ultimately choose his or her own Sponsor, but NAVAN will not allow Members to engage in unethical sponsoring activities.

E. All active Members in good standing have the right to Sponsor and enroll others into NAVAN. While engaged in sponsoring activities, it is not uncommon to encounter situations when more than one Member will approach the same prospect. It is the accepted courtesy that the new prospect will be sponsored by the first Member who presented a comprehensive introduction to NAVAN products or sales opportunity.

F. A Protected Prospect is a guest of any NAVAN Customer/Member who attended a NAVAN event or conference call. For sixty (60) days following the event, a Protected Prospect cannot be solicited or sponsored by any other NAVAN Member who attended the same event. A NAVAN event can be defined as the following:

I. Any NAVAN training session;

II. Conference call;

III. Fly-in meeting; or

IV. Presentation, including but not limited to a NAVAN at home presentation, whether sponsored by NAVAN, a Member, a Customer, or an agent or agency designated by NAVAN.

3.6 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 Member Agreement. Actual or attempted cross sponsoring is not allowed. If cross sponsoring is verified by NAVAN, sanctions up to and including termination of a Member’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 circumvent this policy is not permitted.

C. This policy does not prohibit the transfer of a NAVAN business in accordance with NAVAN Sale or Transfer Policy set forth in these Policies. 

3.7 Adherence to the NAVAN Compensation Plan

A. A Member must adhere to the terms of the Company Compensation Plan as set forth in these Policies and Procedures as well as in official NAVAN literature. Deviation from the Compensation Plan is prohibited.

B. A Member shall not offer the NAVAN opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official Company literature.

C. A Member shall not require or encourage a current or prospective Customer or Member to participate in NAVAN in any manner that varies from the Compensation Plan as set forth in official Company literature.

D. A Member shall not require or encourage a current or prospective Customer or Member to make a purchase from or payment to any individual or other entity as a condition to participating in the NAVAN Compensation Plan, other than such purchases or payments required to naturally build their business.

3.10 One NAVAN Business Per Member

A Member may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one (1) NAVAN business. No individual may have, operate or receive compensation from more than one NAVAN businesses. Individuals of the same family unit may each enter into or have an interest in their own separate NAVAN businesses, 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.

3.11 Actions of Household Members or Affiliated Parties

If any member of a Member’s immediate household engages in any activity which, if performed by the Member, would violate any provision of the Agreement, such activity will be deemed a violation by the Member and NAVAN may take disciplinary action pursuant to these Policies and Procedures against the Member.  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 NAVAN may take disciplinary action against the Business Entity.  Likewise, if a Member enrolls in NAVAN 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 NAVAN Member 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 NAVAN Member may not recruit any NAVAN Member or Customer for any other Network Marketing business, unless that Member or Customer was personally sponsored by such Member.

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 Member or Customer to enroll or participate in any Network Marketing opportunity. This conduct represents recruiting even if the Member’s actions are in response to an inquiry made by another Member or Customer.

C. However, you may only sell non-competing products or services to NAVAN Customers and Members.  Specifically, a non-competing company is defined as a Network Marketing company that does NOT sell personal health and wellness products. Members 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.     

*Due to the visibility of our higher-ranking affiliates, NAVAN Members at the rank of Diamond or above agree not to participate in any Network Marketing opportunity, regardless if the company sells competing products or not.   

If at the time of enforcement of any provision of this sections 3.12(A) or 3.12(C), 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 NAVAN 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. A Member may not display or bundle NAVAN 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 Member into believing there is a relationship between the NAVAN and non-NAVAN products and services.

E. A NAVAN Member may not offer any non-NAVAN opportunity, products or services at any NAVAN related meeting, seminar or convention, or immediately following a NAVAN event.

F. During the term of this Agreement, in order to avoid legal liability related to promotion of sales aids, you as a Member may not sell training materials or sales aids including published books, eBooks, videos, or other general miscellaneous training aids to your Downline or other Members.

G. A violation of any of the provisions in this section shall constitute unreasonable and unwarranted contractual interference between NAVAN and its Members and would inflict irreparable harm on NAVAN. In such event, NAVAN may, at its sole discretion, impose any sanction it deems necessary and appropriate against such Member or such Member’s business including termination, or seek immediate injunctive relief without the necessity of posting a bond.

3.13 Presentation of the NAVAN Sales Opportunity

A. In presenting the NAVAN opportunity to potential Customers and Members, a Member is required to comply with the following provisions:

I. A Member shall not misquote or omit any significant material fact about the Compensation Plan.

II. A Member shall make it clear that the Compensation Plan is based upon sales of NAVAN products and services and upon the sponsoring of other Members

III. A Member 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:

      • It’s a turnkey system;
      • The system will do the work for you;
      • Just get in and your downline will build through spillover;
      • The Company does all the work for you; and
      • All you have to do is buy NAVAN 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 a Member 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 NAVAN Member shall not make unauthorized income projections, claims, or guarantees while presenting or discussing the NAVAN opportunity or Compensation Plan to prospective Members or Customers.

V. A Member may not make any claims regarding products or services of any products offered by NAVAN, except those contained in official NAVAN literature.

VI. A Member may not use official NAVAN material to promote the NAVAN sales opportunity in any country where NAVAN has not established a “presence.”

VII. In an effort to conduct best business practices, NAVAN has developed the Income Disclaimer Statement (“IDS”).  The NAVAN IDS is designed to convey truthful, timely, and comprehensive information regarding the income that NAVAN Members earn. In order to accomplish this objective, a copy of the IDS must be presented to all prospective Members. 

A copy of the IDS must be presented to a prospective Member anytime the Compensation Plan is presented or discussed, or any type of income claim or earnings representation is made. 

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 Member earned over a million dollars last year” or “Our average-ranking Member makes five thousand per month.” An example of a “statement of earnings ranges” is “The monthly income for our higher-ranking Members is ten thousand dollars on the low end to thirty thousand dollars a month on the high end.”

VIII. Lifestyle claims (e.g., my NAVAN 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 a Member discusses his or her earnings with NAVAN, 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 NAVAN IDS.

3.14 Sales Requirements are Governed by the Compensation Plan

A. NAVAN Members may purchase NAVAN products and then re-sell them at any price they choose unless otherwise specified by NAVAN or by any/its product suppliers on a per product basis. NAVAN will provide suggested selling prices. There are no exclusive territories granted to anyone. No franchise fees are applicable to a NAVAN business.

B. The NAVAN program is built on sales to the ultimate consumer.  NAVAN encourages its Members to only purchase inventory that they and their family will personally consume, will be used as a sales tool, or will be resold to others for their ultimate consumption.  Members must never attempt to influence any other Member to buy more products than they can reasonably use or sell to retail Customers in a month. 

C. Purchasing product solely for the purpose of collecting bonuses or achieving rank is prohibited. NAVAN retains the right to limit the amount of purchases you may make if, in our sole judgment, we believe those purchases are being made solely for qualification purposes instead of for consumption or resale.

4.0 ORDERING


4.1 General Order Policies

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/Member; (iii) the enrollment or attempted enrollment of non-existent individuals or Business Entities as Customers/Members (known as “phantoms”); (iv) purchasing NAVAN products or services on behalf of another Customer/Member, or under another Customer’s/Member’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.

A Member shall not use another Customer’s/Member’s credit card or debit checking account to enroll in NAVAN or purchase products or services without the account holder’s written permission. Such documentation must be kept by the Member indefinitely in case NAVAN needs to reference this.

B. Regarding an order with an invalid or incorrect payment, NAVAN will attempt to contact the Member 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. If a Member wants to move an order to another Member’s position, he or she must have prior authorization, of all parties involved. NAVAN will charge the Member a $20 fee for processing.

D. Prices are subject to change without notice.

E. A Customer/Member who is a recipient of a damaged or incorrect order must notify NAVAN 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. All checks returned for insufficient funds will be re-submitted for payment. A $35 fee will be charged to the account of the Customer/Member for all returned checks and insufficient funds.

B. Any outstanding balance owed to NAVAN by the personal Customer/Member of an Upline Member from NSF (non-sufficient funds) checks, returned check fees or insufficient fund fees (ACH) will be withheld by NAVAN from the Upline Member’s future bonus and commission checks.

      • All transactions involving returned checks or insufficient funds through ACH or credit card, which are not resolved in a timely manner by the Member, constitute grounds for disciplinary sanctions.

D. If a credit card order or automatic debit is declined the first time, the Customer/Member will be contacted for an alternate form of payment. If payment is declined a second time, the Customer/Member may be deemed ineligible to purchase NAVAN products or services or participate in the monthly auto ship.

4.3 Sales Tax Obligation

A. The Member shall comply with all state and local taxes and regulations governing the sale of NAVAN products and services.

B. NAVAN will collect and remit sales tax on Member orders unless a Member furnishes NAVAN with the appropriate Resale Tax Certificate form. When orders are placed with NAVAN, sales tax is prepaid based upon the suggested retail price. NAVAN will remit the sales tax to the appropriate state, Provincial and local jurisdictions. The Member may recover the sales tax when he or she makes a sale. NAVAN Members are responsible for any additional sales taxes due on products marked up and sold at a higher price.

C. NAVAN encourages each Member to consult with a tax advisor for additional information for his or her business.

5.0 PAYMENT OF COMMISSIONS & BONUSES


5.1 Bonus and Commission Qualifications

A. A Member must be active and in compliance with NAVAN Policies and Procedures to qualify for bonuses and commissions. So long as a Member complies with the terms of the Agreement, NAVAN shall pay commissions to such Member in accordance with the Compensation Plan.

B. NAVAN will not issue a payment to a Member without the receipt of a completed and signed NAVAN Member Agreement.

C. NAVAN reserves the right to postpone bonus and commission payments until such time the cumulative amount exceeds $25.

5.2 Computation of Commissions and Discrepancies

A. In order to qualify to receive commissions and bonuses, a Member 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 NAVAN Member must review his or her monthly statement and bonus/commission reports promptly and report any discrepancies within 30 days of receipt. After this 30-day “grace period,” no additional requests will be considered for commission recalculations.

C. For additional information on payment of commissions, please review the Compensation Plan.

5.3 Bonus and Commission Adjustment for Returns

A. A Member 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 NAVAN for a refund from the end consumer, the bonuses and commissions attributable to the returned product or service will be deducted from the Member 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 a Member terminates his or her business, and the amounts of the bonuses or commissions attributable to the returned products or services have not yet been fully recovered by NAVAN, the remainder of the outstanding balance may be offset against any other amounts that may be owed by NAVAN to the terminated Member.

6.0 SATISFACTION GUARANTEED AND RETURN OF SALES AIDS


Customer Return Policy

NAVAN offers a one hundred percent (100%) ninety-day money back guarantee for all Customers. If a Customer purchased a product or service and is not satisfied with the product or service, the Customer may request a refund from either the Company or the Member who sold the product or service to Customer.

Member 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) the products were purchased within twelve (12) months; and (ii) the products remain in resaleable condition (“Resalable Condition” as defined in the Glossary of Terms). The refund shall be ninety percent (90%) of the purchase price. Shipping and handling charges incurred will not be refunded. 

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

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

6.1 Return Process

A. All returns, whether by a Customer/Member, must be made as follows:

I. Obtain Return Merchandise Authorization (“RMA”) from NAVAN;

II. Ship items to the address provided by NAVAN Customer service when you are given your RMA.

III. 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.

IV. Ship back product in manufacturer’s box exactly as it was delivered.

B. All returns must be shipped to NAVAN pre-paid, as NAVAN does not accept shipping collect packages. NAVAN recommends shipping returned product by UPS or FedEx with tracking and insurance as risk of loss or damage in shipping of the returned product shall be borne solely by the Customer, or Member. If returned product is not received at NAVAN Distribution Center, it is the responsibility of the Customer, or Member to trace the shipment and no credit will be applied.

C. A Member’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.

7.0 PRIVACY POLICY


7.1 Introduction

This policy is to ensure that all Customers/Members understand and adhere to the basic principles of confidentiality. For more information on the NAVAN’s privacy practices and procedures,  please refer to the Company Privacy Policy found on the corporate website.

Each Member is responsible for keeping her or his Member Information up to date and accurate and must immediately update any changes in her or his back office. It is particularly important that a Member provides NAVAN with her or his current email address, since email is one of the primary ways that NAVAN and a Member’s Upline will communicate with the Member. By agreeing to these Policies and Procedures, the Member consents to NAVAN  Privacy Policy and to receiving emails from NAVAN  as well as from her or his Upline. Each Member may modify her or his Member Information (e.g., update an address, phone number or email address). Member agrees that NAVAN may share with Member’s Upline her or his name, telephone number, address, email address and select sales performance data for all Members in their Downline. No Social Security Number nor credit card number shall be shared with a Member’s Upline without separate express permission by Member to allow such personal information sharing. By providing her or his email address and telephone number, Member agrees to disclose her or his email address and telephone number to NAVAN as well as to her or his Upline. Member further acknowledges that information provided to NAVAN by Member will be shared with and processed by NAVAN corporate offices.

7.2 Expectation of Privacy

NAVAN recognizes and respects the importance its Customers/Members place on the privacy of their financial and personal information. NAVAN will make reasonable efforts to safeguard the privacy of, and maintain the confidentiality of its Customers’/Members’ financial and account information and nonpublic personal information.

7.3 Employee Access to Information

NAVAN limits the number of employees who have access to Customer’s/Member’s nonpublic personal information.

7.4 Restrictions on the Disclosure of Account Information

NAVAN will not share non-public personal information or financial information about current or former Customers/Members with third parties, except as permitted or required by laws and regulations, court orders, or to serve the Customers’/Members’ interests or to enforce its rights or obligations under these Policies and Procedures, the Member’s Agreement, or with express written permission from the accountholder on file.

7.5 Security and Security Breaches

All Members 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 & Member 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. Members must keep confidential information secure from all persons who do not have legitimate business needs to see or use such information. Members must ensure he or she obtains and maintains consent from prospective Customers/Members and existing Customers/Members before sharing such data with the Company.

Members 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 NAVAN’s data, the applicable Members shall first promptly notify the Company Compliance Department in writing after becoming aware of such Security Breach, and if instructed by the Compliance Department, notify applicable Customers/Members. Any such notification to Customers/Members shall be made in compliance with the applicable law and shall specify the following: (i) the extent to which Customer/Member 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. Members shall promptly comply with all applicable information Security Breach disclosure laws. Members, at their expense, shall cooperate with NAVAN, any applicable privacy commissioner or other regulatory body and the applicable Customers/Members and use their best efforts to mitigate any potential damage caused by a breach of their obligations under the Member 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.

8.0 PROPRIETARY INFORMATION AND TRADE SECRETS


8.1 Business Reports, Lists, and Proprietary Information

By completing and signing the NAVAN Member Agreement, the Member acknowledges that Business Reports, lists of Customer and Member names and contact information and any other information, which contain financial, scientific or other information both written or otherwise circulated by NAVAN pertaining to the business of NAVAN (collectively, “Reports”), are confidential and proprietary information and trade secrets belonging to NAVAN.

8.2 Obligation of Confidentiality

A. During the Term of the NAVAN Member Agreement and for a period of five (5) years after the termination or expiration of the Member Agreement between the Member and NAVAN, the Member shall not:

I. Use the information in the Reports to compete with NAVAN or for any purpose other than promoting his or her NAVAN 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 marketing company. 

8.3 Breach and Remedies

The Member 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 NAVAN and to independent NAVAN businesses. NAVAN and its Members will be entitled to injunctive relief or to recover damages against any Member 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 NAVAN, any current or former Member will return the original and all copies of all “Reports” to NAVAN together with any NAVAN confidential information in such person’s possession.

9.0 ADVERTISING, PROMOTIONAL MATERIAL, USE OF COMPANY NAMES AND TRADEMARKS


9.1 Labeling, Packaging, and Displaying Products

A. A NAVAN Member may not re-label, re-package, refill, or alter labels of any NAVAN product, or service, information, materials or program(s) in any way.  NAVAN products and services must only be sold in their original containers from NAVAN. Such re-labeling or re-packaging violates Federal, and State and Provincial laws, which may result in criminal or civil penalties or liability.

B. A NAVAN Member shall not cause any NAVAN product or service or any NAVAN trade name to be sold or displayed in retail establishments except:

I. Where professional services are the primary source of revenue and the product sales are secondary (e.g., doctor’s offices, clinics, health clubs, spas and beauty salons);

II. Where the retail establishment is owned or managed by the Member and the store does not exceed $1 million in annual gross revenue, and there are 5 or fewer stores under common ownership of management.

C. NAVAN will permit Members to solicit and make Commercial Sales upon prior written approval from NAVAN. For the purpose of these Policies and Procedures, the term “Commercial Sale” means the sale of:

I. NAVAN products that equal or exceed $5,000 in a single order;

II. Products sold to a third party who intends to resell the products to an end consumer.

D. A Member may sell NAVAN products and services and display the NAVAN trade name at any appropriate display booth (such as trade shows) only upon prior written approval from NAVAN.

E. NAVAN 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 NAVAN opportunity.

9.2 Use of Company Names and Protected Materials

A. A NAVAN Member must safeguard and promote the good reputation of NAVAN and the products and services it markets. The marketing and promotion of NAVAN, the NAVAN sales opportunity, the Compensation Plan, and NAVAN 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 NAVAN must be used in their original form and cannot be changed, amended or altered except with prior written approval from the NAVAN Compliance Department.

C. The name of NAVAN, each of its product and service names and other names that have been adopted by NAVAN in connection with its business are proprietary trade names, trademarks and service marks of NAVAN. As such, these marks are of great value to NAVAN and are supplied to Members for their use only in an expressly authorized manner.

D. A NAVAN Member’s use of the name “NAVAN” is restricted to protect NAVAN proprietary rights, ensuring that the NAVAN protected names will not be lost or compromised by unauthorized use. Use of the NAVAN name on any item not produced by NAVAN is prohibited except as follows:

I. [Member’s name] Independent NAVAN Member

II. [Member’s name]  Independent Member of NAVAN products and services.

E. Further procedures relating to the use of the NAVAN name are as follows:

I. All stationary (i.e. letterhead, envelopes, and business cards) bearing the NAVAN name or logo intended for use by the Member must be approved in writing by the NAVAN Compliance Department.

II. NAVANMembers may list “Independent NAVAN Member or simply “NAVAN Member” in online directories under his or her own name.

III. NAVAN Members may not use the name NAVAN or NAVAN in answering his or her 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, “Independent NAVAN Member.”

F. Certain photos and graphic images used by NAVAN in its advertising, packaging, and websites are the result of paid contracts with outside vendors that do not extend to Members. If a Member wants to use these photos or graphic images, they must negotiate individual contracts with the vendors for a fee.

G. A NAVAN Member shall not appear on or make use of television or radio, or make use of any other media to promote or discuss NAVAN or its programs, products or services without prior written permission from the NAVAN Compliance Department.

H. A Member may not produce for sale or distribution any Company event or speech, nor may a Member reproduce NAVAN audio or video clips for sale or for personal use without prior written permission from the NAVAN Compliance Department.

I. NAVAN 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 Member.

J. A Member shall not promote non-NAVAN products or services in conjunction with NAVAN products or services on the same websites or same advertisement without prior approval from the NAVAN Compliance Department.

K. Claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any products offered by NAVAN may not be made except those contained in official NAVAN literature.  In particular, no Member may make any claim that NAVAN products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only do such claims violate NAVAN policies, but also they potentially violate federal and state laws and regulations, including the federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act.

      • As a Member, you should only make product claims as the ones found on Company product labeling, Company advertisements, or Official Company Materials. Per the Dietary Supplement Health and Education Act of 1994 (DSHEA), only Structure/Function, Qualified Health, and Nutrient Content Claims may be made regarding dietary supplements. Therefore, the mentioning of ANY disease in conjunction with any Company dietary supplement is NOT compliant and cannot be tolerated.
      • All claims regarding NAVAN cosmetics must focus exclusively on appearance changes. Cosmetic products may not state, either expressly or by implication, that they change the structure or function of the skin or body. Additionally, cosmetic products are never to be touted as a cure for, treatment of or remedy for any medical condition (e.g., eczema, rosacea).
      • Personal health testimonials regarding Company products posted on any company-sponsored, as well as personal social media platforms, are considered by the Food and Drug Administration (“FDA”) to be product claims and therefore, subject to DSHEA regulations. Please take care to represent our products truthfully and accurately. Even though you or someone you know may have a specific experience with a specific disease, and even if a claim is a direct quote, it must adhere to these guidelines in order to be compliant and approved for use. The following disclaimer should be used with EVERY testimonial:

Individual results can and will vary.  My testimonial is not necessarily representative of all those who use the NAVAN products.  All participants giving testimonials utilized a complete health regimen that incorporates NAVAN products, food supplements, physical activity and or a reasonable diet

      • “Before and after” photos claiming results for conditions other than those indicated on the product labeling may not be used for any purpose. Members may use the “before and after” photos and product stories that NAVAN publishes in support of the Company products. “Before and after” photos and product testimonials may be submitted for suggested publication via the Company Compliance Department.

9.3 E-mail Limitations

A. Except as provided in this section, a Member may not use or transmit email, mass email distribution, or “spamming” that advertises or promotes the operation of his or her NAVAN business. The exceptions are:

I. E-mailing any person who has given prior permission or invitation;

II. E-mailing any person with whom the Member has established a prior business or personal relationship.

B. In all states where prohibited by law, a Member 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;

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 his or her request not to receive further e-mailed documents, a NAVAN Member shall not transmit any further documents to that recipient.

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 Member may not use or attempt to register any of NAVAN'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).
    • A NAVAN Member MAY NOT sell NAVAN 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 Members from losing potential enrollments of Customers/Members who may be reluctant to engage in the NAVAN sales opportunity because they view the third-party sites as a competitive source of supply.

    • Members may only sell Company products/services through their NAVAN replicated website (“Replicated Website”) or the NAVAN corporate website. Members may not have any other third-party websites (defined as a website that is not NAVAN-approved personal website hosted on non-NAVAN servers and with no affiliation with NAVAN). Please note that a third-party website does not include social networking and social media sites (as further discussed in Section 9.5. Any Member who wishes to develop their own third-party website must submit a properly completed third-party website application and agreement and receive NAVAN’s prior written approval before going live with such a website. Third-party websites may be used to promote your business and NAVAN’s products so long as the third-party website adheres to NAVAN’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:
      • Identify yourself as a Member for NAVAN;
      • Use only the approved images and wording authorized by NAVAN;
      • Adhere to the branding, trademark, and image usage policies described in this document.
      • Adhere to any other provision regarding the use of a third-party website described in this document;
      • Agree to give the Compliance Department at NAVAN access to the third-party website and, if the website is password protected, the Compliance Department must receive passwords or credentials allowing unlimited access.
      • Agree to modify your website to comply with current or future NAVAN policies.
    • All marketing materials used on a Member’s third-party website must be provided by NAVAN or approved in writing by NAVAN.
    • To avoid confusion, the following three elements must also be prominently displayed at the top of every page of your third-party website:
          • The NAVAN Member Logo
          • Your Name and Title
          • NAVAN Corporate Website Redirect Button
    • A Member may not use third-party sites that contain materials copied from corporate sources (such as NAVAN brochures, CDs, videos, tapes, events, presentations, and corporate websites). This policy ensures brand consistency, allows Customers and Members to stay up-to-date with changing products, services and information, facilitates enrollment under the correct Sponsor, and assists in compliance with government regulations.
    • NAVAN products may be displayed with other products or services on a Member’s third-party website so long as the other products and services are consistent with NAVAN values and are not marketed or sold by a competing network-marketing company.
    • If the independent NAVAN business of a Member who has received authorization to create and post a third-party website is voluntarily or involuntarily canceled for any reason, or if NAVAN revokes its authorization allowing the Member to maintain a third-party website, the Member shall assign the URL to his/her third-party website to the NAVAN within three (3) days from the date of the cancellation and/or re-direct all traffic to the site as directed by the NAVAN. NAVAN reserves the right to revoke any Member’s right to use a third-party website at any time if NAVAN believes that such revocation is in the best interest of NAVAN, its Members, and Customers. Decisions and corrective actions in this area are at NAVAN’s sole discretion.

9.5 Social Networking and Social Media

    • Members may join social networking and/or social media sites, online forums, discussion groups, and blogs to leverage the power of the NAVAN brand and to communicate the benefits of the Company products and sales opportunity. Online social pages belonging to a Member may be used to drive traffic to a Replicated Website or to the Company Corporate Website.
    • Social networks and social media sites include but are not limited to such sites as Facebook, Instagram, Pinterest, LinkedIn, Twitter, etc. Members may use their own social networking profiles to advertise and promote their NAVAN businesses and the Company products, and direct traffic to their respective Replicated Website or the Company Corporate Website. However, no actual sales of NAVAN 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 NAVAN approved library.
    • PROFILES A MEMBER GENERATES IN ANY SOCIAL COMMUNITY WHERE NAVAN IS DISCUSSED OR MENTIONED MUST CLEARLY IDENTIFY THE MEMBER AS A NAVAN MEMBER, and when a Member participates in those communities, Member 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 NAVAN’s sole discretion, and offending Members will be subject to disciplinary action.
    • Members are personally responsible for their postings and all other online activity that relates to NAVAN. Therefore, even if a Member does not own or operate a blog or social media site, if a Member makes a post that relates to NAVAN or which can be traced to the Company, the Member is responsible for the posting. Members are also responsible for postings which occur on any blog or social media site that the Member owns, operates or controls. NAVAN reserves the right to require the removal of non-compliant or infringing posts from any Member’s social media pages and may terminate the Member Agreement of any Member who materially or repeatedly breaches this section. Postings that are false, misleading or deceptive are strictly prohibited. This includes, but is s not limited to, false or deceptive postings relating to the NAVAN, NAVAN income opportunity, NAVAN products, and/or Member information and credentials. Further, Members 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 party; or

VI. Is not consistent with the standards as set forth in these Policies and Procedures.

    • Anonymous postings or use of an alias on any social network or media site is prohibited, and offending Members will be subject to disciplinary action.
    • Members may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Members create or leave must be useful, unique, relevant and specific to the blog’s article.
    • Members must disclose their full name on all social network and media postings, and conspicuously identify themselves as an independent Member for NAVAN. 
    • As a NAVAN Member, it is important to not converse with any person who places a negative post against you, other Members, or NAVAN.  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 NAVAN, and therefore damages the reputation and goodwill of NAVAN.
    • 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, NAVAN therefore reserves the sole and exclusive right to classify certain sites as third-party websites and require that Members using, or who wish to use, such sites adhere to the NAVAN’s policies relating to third-party websites.
    • If your NAVAN business is cancelled for any reason, you must discontinue using the NAVAN name, and all of NAVAN’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 NAVAN Member, you must conspicuously disclose that you are no longer an independent NAVAN Member.
    • Failure to comply with these Policies for conducting business online may result in the Member losing their right to advertise and market NAVAN products, services and NAVAN’s sales opportunity online in addition to any other disciplinary action available under the Policies and Procedures.

9.6 Advertising and Promotional Materials

A. You may not advertise any NAVAN products or services at a price LESS than the highest company published, established retail price of ONE offering of the NAVAN 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 Company.

B. Advertising and all forms of communications must adhere to principles of honesty and propriety.

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. NAVAN approval is not required to place blind ads that do not mention NAVAN, its employees, any of its products, services, designs, symbols, programs, and trademarked, copyrighted, or otherwise protected materials. However, a Member may not purchase (or encourage or solicit any third party to purchase) any term containing NAVAN, 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. NAVAN 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 Member.

9.7 Testimonial Permission

By signing the NAVAN Member Agreement, a Member gives NAVAN permission to use his or her 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 NAVAN sales opportunity, a Member waives any right to be compensated for the use of his or her testimonial or image and likeness even though NAVAN may be paid for items or sales materials containing such image and likeness. In some cases, a Member’s testimonial may appear in another Member’s advertising materials. If a Member does not wish to participate in NAVAN sales and marketing materials, he or she should provide a written notice to the NAVAN 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 NAVAN Member must not engage in telemarketing in relation to the operation of the Member’s NAVAN business. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of NAVAN products or services, or to recruit them for the NAVAN 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 laws.

C. While a Member 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 Member to violate the law. These regulations must not be taken lightly, as they carry significant penalties (up to $11,000 per violation).

D. “Cold calls” or “state-to-state calls” made to prospective Customers, or Members that promote either NAVAN products, services or the NAVAN opportunity is considered telemarketing and is prohibited.

E. Exceptions to Telemarketing Regulations

A NAVAN Member may place telephone calls to prospective Customers, or Members under the following limited situations:

I. If the Member 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 NAVAN Member, within three (3) months immediately before the date of such a call;

III. If the Member receives written and signed permission from the prospect authorizing the Member to call;

IV. If the call is to family members, personal friends, and acquaintances. However, if a Member makes a habit of collecting business cards from everyone he/she meets and subsequently calls them, the FTC may consider this a form of telemarketing that is not subject to this exemption;

V. NAVAN Members engaged in calling “acquaintances,” must make such calls on an occasional basis only and not as a routine practice.

F. A Member shall not use automatic telephone dialing systems in the operation of his or her NAVAN businesses.

G. Failure to abide by NAVAN policies or regulations as set forth by the FTC and FCC regarding telemarketing may lead to sanctions against the Member’s business, up to and including termination of the business.

H. By signing the Member Agreement, or by accepting commission checks, other payments or awards from NAVAN, a Member gives permission to NAVAN and other Members to contact them as permitted under the Federal Do Not Call regulations.

I. In the event a Member violates this section, NAVAN reserves the right to institute legal proceedings to obtain monetary or equitable relief.

10.0 INTERNATIONAL MARKETING


10.1 International Marketing Policy

A. A NAVAN Member is authorized to sell NAVAN products and services, to Customers and Members only in the countries in which NAVAN is authorized to conduct business, according to the Policies and Procedures of each country. NAVAN Members may not sell products or services in any country where NAVAN products and services have not received applicable government authorization or approval.

B. A Member may not, in any unauthorized country, conduct sales, enrollment or training meetings, enroll or attempt to enroll potential Customers, or Members, nor conduct any other activity for the purpose of selling NAVAN products and services, establishing a sales organization, or promoting the NAVAN sales opportunity.

11.0 CHANGES TO A MEMBER’S BUSINESS


11.1 Modification of the Member Agreement

A NAVAN Member may modify his or her existing Member 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 Member) by submitting a written request, accompanied by a new Member Agreement and the Business Registration Form, if applicable, completed with fresh signatures (not a “crossed out” or “white-out” version of the first Agreement), and any appropriate supporting documentation.

11.2 Change Sponsor or Placement for Active Members

A. Maintaining the integrity of the organizational structure is mandatory for the success of NAVAN and our independent Members. As such, under exceptional circumstances at the discretion of the Company, a request to change placement may only be made within the first 72 hours of initial enrollment as a Member. Furthermore, such changes may only occur within the same organization.

B. Sponsors may make “Placement changes” from one Member to another for personally Sponsored (frontline) Members during the first 72 hours of enrollment.

C. New Members or their original Sponsor may request a change of Sponsor or Placement within the first 72 hours of enrollment for the purpose of structuring an organization. The new Member 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, a Member must comply with following procedures:

I. Submit a Sponsor Placement Transfer Form;

II. Submit a NAVAN Member Agreement showing the correct Sponsor and Placement, and any appropriate supporting documentation;

III. The Member 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 Member’s downline, if any, will transfer with the Member.

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 72 hours from initial enrollment, NAVAN will honor the Sponsor/Placement as shown:

I. On the most recently signed Member Agreement on file; or

II. Self-enrolled on the website (i.e., electronically signed Agreement).

H. NAVAN 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.

11.3 Change Sponsor or Placement for Inactive Members

A. At the discretion of NAVAN, Members who remained inactive for a period of six (6) months, and who have not tendered a letter of resignation, are eligible to re-enroll in NAVAN under the Sponsor/Placement of their choice.

B. Upon written notice to NAVAN that a former Member wishes to re-enroll, NAVAN will “compress” (close) the original account. A new NAVAN ID number will then be issued to the former Member.

C. Such Member does not retain former rank, downline, or rights to commission checks from his or her former organizations.

D. NAVAN reserves the right to correct Sponsor or Placement errors at any time and in whatever manner it deems necessary.

11.4 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 Member from another Member or influencing another Member to transfer to a different sponsor.

    • Allegations of unethical sponsoring must be reported in writing to the NAVAN Compliance Department within the first 90 days of enrollment. If the reports are substantiated, NAVAN may transfer the Member or the Member’s downline to another sponsor, Placement or organization without approval from the current up-line Sponsor or Placement Members. NAVAN remains the final authority in such cases.
    • NAVAN prohibits the act of “Stacking.”  Stacking is the unauthorized manipulation of the NAVAN compensation system and/or the marketing plan in order to trigger commissions or cause a promotion off a downline Member in an unearned manner. One example of stacking occurs when a Sponsor places participants under an inactive downline without his or her 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 independent consultant positions of all individuals and/or entities found to be directly involved.
    • Should Members engage in solicitation and/or enticement of members of another direct sales company to sell or distribute NAVAN 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 a Member alleging that they engaged in inappropriate recruiting activity of another company’s sales force or Customers, NAVAN will not pay any of Member’s defence costs or legal fees, nor will NAVAN indemnify the Member for any judgment, award, or settlement.

11.5 Sell, Assign or Delegate Ownership

A. In order to preserve the integrity of the hierarchical structure, it is necessary for NAVAN to place restrictions on the transfer, assignment, or sale of a business.

B. A NAVAN Member may not sell or assign his or her rights or delegate his or her position as a Member without prior written approval by NAVAN, as approval will not be unreasonably withheld. Any attempted sale, assignment, or delegation without such approval may be voided at the discretion of NAVAN.

C. Prior to Company approval, the selling Member must first offer his or her position to his/her upline Sponsor. The Sponsor shall have five (5) business days in which to accept the offer. If Sponsor accepts the offer, he or she must provide the Company with written notice. If the Sponsor declines the offer, the selling Member may offer the position to another buyer. 

D. Should the sale be approved by NAVAN, 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 NAVAN business, the following items must be submitted to the NAVAN Compliance Department:

I. A Sale/Transfer of Business Form properly completed, with the requisite signatures.

II. A copy of the Sales Agreement signed and dated by both Buyer and Seller.

III. A NAVAN Member Agreement completed and signed by the Buyer.

IV. Payment of the $100 administration fee.

V. Any additional supporting documentation requested by NAVAN.

F. Any debt obligations that either Seller or Buyer may have with NAVAN must be satisfied prior to the approval of the sale or transfer by NAVAN.

G. A NAVAN Member who sells his or her business is not eligible to re-enroll as a NAVAN Member 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.

11.6 Separating a NAVAN Business

A. Pending a divorce or dissolution of a partnership or other business entity, the parties must adopt one of the following methods of operation:

I. One of the parties may, with the written consent of the other(s), operate the NAVAN business whereby the relinquishing spouse, shareholders, partners, members or trustees authorize NAVAN to deal directly and solely with the other spouse, non-relinquishing shareholder, partner, member or trustee;

II. The parties may continue to operate the NAVAN business jointly on a “business as usual” basis, whereupon all compensation paid by NAVAN will be paid in the name designated as the Members or in the name of the entity to be divided, as the parties may independently agree between them. If no name is stipulated, NAVAN will pay compensation to the name on record and in such event, the Member named on the account shall indemnify NAVAN from any claims from the other business owner(s) or the other spouse with respect to such payment.

B.  NAVAN recognizes only one Downline organization and will issue only one commission check per NAVAN business per commission cycle. Under no circumstances will the Downline of an organization be divided, nor will NAVAN split commission and/or bonus checks.

C. If a relinquishing spouse, partner or owner of the business has completely relinquished (“Relinquishing Party”), in writing, all rights to the original NAVAN business, he or she may immediately thereafter re-enroll under the Sponsor and Placement of his or her choice. In such cases, however, the Relinquishing Party shall have no rights to, and shall not solicit, any Member or active Customer in the former organization, and must develop a new business in the same manner as any other new NAVAN Member.

11.7 Succession

A. Upon the death or incapacity of a Member, the Member’s business may be passed on to his or her legal successors in interest (successor). Whenever a NAVAN business is transferred by will or other testamentary process, the successor acquires the right to collect all bonuses and commissions of the deceased Member’s sales organization. The successor must:

I. Complete and sign a new NAVAN Member Agreement;

II. Comply with the terms and conditions of the Member Agreement; and

III. Meet all of the qualifications for the last rank achieved by the former Member.

B. Bonus and commission checks of a NAVAN business transferred based on this section will be paid in a single check to the successor. The successor must provide NAVAN 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.  NAVAN will issue all bonus and commission payments and one 1099 Miscellaneous Income Tax form to the managing business entity only.

D. Appropriate legal documentation must be submitted to NAVAN Compliance Department to ensure the transfer is done properly. To affect a testamentary transfer of a NAVAN business, the successor must provide the following to NAVAN Compliance Department:

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 NAVAN business.

E. To complete a transfer of the NAVAN business because of incapacity, the successor must provide the following to the NAVAN 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 NAVAN business; and; and

III. A completed Member Agreement executed by the trustee.

F. If the successor is already an existing Member, NAVAN will allow such Member to keep his or her own business plus the inherited business active for up to six (6) months. By the end of the 6-month period, the Member 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 NAVAN business, he or she 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 documentation.

H. Upon written request, NAVAN may grant a 1-month bereavement waiver and payout at the last “paid as” rank.

11.8 Resignation/Voluntary Termination

A. A Member may immediately terminate his or her business by submitting a written notice or email to the NAVAN Compliance Department. The written notice must include the following:

I. The Member’s intent to resign and date of resignation;

II. NAVAN Identification Number and reason for resigning; and

III. Signature.

B. A NAVAN Member may not use resignation as a way to immediately change Sponsor and Placement. Instead, the Member who has voluntarily resigned is not eligible to reapply for a business or have any financial interest in a or any NAVAN business for six (6) months from the receipt of the written notice of resignation.

11.9 Involuntary Termination

A. NAVAN reserves the right to terminate a Member’s business for, but not limited to, the following reasons:

I. Violation of any terms and conditions of the Member 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 NAVAN business;

V. Engaging in unethical business practices or violating standards of fair dealing; or

VI. Returning over $500 worth of products, services and/or sales tools for a refund within a twelve (12) month period.

B.  NAVAN will notify the Member in writing, at his or her last known home address or e-mail address of its intent to terminate the Member’s business and the reasons for termination.

C. If the Member wishes to provide documentation to appeal Company’s decision, Member 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 NAVAN. The former Member shall thereafter be prohibited from using the names, marks or signs, labels, stationery, advertising, or business material referring to or relating to any NAVAN products or services. NAVAN will notify the active Upline Sponsor within ten (10) days after termination. The organization of the terminated Member will “roll up” to the active Upline Sponsor on record.

E. The NAVAN Member who is involuntarily terminated by NAVAN may not reapply for a business, either under his or her present name or any other name or entity, without the express written consent of an officer of NAVAN following a review by the NAVAN Compliance Committee. In any event, such Member may not re-apply for a business for twelve (12) months from the date of termination.

11.10 Effect of Cancellation

A. Following a Member’s cancellation for inactivity or voluntary or involuntary termination (collectively, a “cancellation”) such Member:

I. Shall have no right, title, claim or interest to any commission or bonus from the sales generated by the Member’s former organization or any other payments in association with the Member’s former independent business; 

II. Effectively waives any and all claims to property rights or any interest in or to the Member’s former Downline organization; and

III. Shall receive commissions and bonuses only for the last full pay period in which he or she was active prior to cancellation, less any amounts withheld during an investigation preceding an involuntary cancellation, and less any other amounts owed to NAVAN.

12.0 WARRANTIES AND LIMITATIONS OF LIABILITY


12.1 Warranty; Disclaimer

NAVAN warrants to Members that the Company products as and when delivered by NAVAN shall be free from material defects. NAVAN’s sole obligation to Members, and Members’ 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, NAVAN 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 MEMBER 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 DESCRIPTION.

12.2 Limitation of Liability

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR ANY FAILURE OF ESSENTIAL PURPOSE, IN NO EVENT SHALL A MEMBER OR NAVAN GLOBAL (INCLUDING ANY OF ITS RELATED PARTIES (AS DEFINED IN SECTION 14) 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 MEMBER 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 MEMBER OR NAVAN GLOBAL (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 JURISDICTION.

13.0 DISCIPLINARY SANCTIONS


13.1 Imposition of Disciplinary Action - Purpose

It is the spirit of NAVAN that integrity and fairness should pervade among its Members, thereby providing everyone with an equal opportunity to build a successful business. Therefore, NAVAN reserves the right to impose disciplinary sanctions at any time, when it has determined that a Member 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 NAVAN.

13.2 Consequences and Remedies of Breach

A. Disciplinary actions may include one or more of the following:

I. Monitoring a Member’s conduct over a specified period of time to assure compliance;

II. Issuance of a written warning or requiring the Member to take immediate corrective action;

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 or until NAVAN receives adequate additional assurances from the Member to ensure future compliance;

IV. Suspension from participation in Company or Member events, rewards, or recognition;

V. Suspension of the NAVAN Member Agreement and business for one or more pay periods;

VI. Involuntary termination of the Member’s Agreement and business;

VII. Any other measure which NAVAN deems feasible and appropriate to justly resolve injuries caused by the Member’s Policy violation or contractual breach; OR

VIII. Legal proceedings for monetary or equitable relief.

14.0 GRIEVANCES & DISPUTE RESOLUTION


14.1 Grievances

A. If a NAVAN Member has a grievance or complaint against another Member regarding any practice or conduct relating to their respective NAVAN businesses, he or she is encouraged to resolve the issue directly with the other party. If an agreement cannot be reached, it must be reported directly to the NAVAN Compliance Department as outlined below in this Section.

B. The NAVAN Compliance Department will be the final authority on settling such grievance or complaint and its written decision shall be final and binding on the Members involved.

C.  NAVAN will confine its involvement to disputes regarding NAVAN business matters only. NAVAN will not decide issues that involve personality conflicts or unprofessional conduct by or between Members outside the context of a NAVAN business. These issues go beyond the scope of NAVAN and may not be used to justify a Sponsor or Placement change or a transfer to another NAVAN organization.

D.  NAVAN does not consider, enforce, or mediate third party agreements between Members, nor does it provide names, funding, or advice for obtaining outside legal counsel.

E. Process for Grievances:

I. The NAVAN Member should submit a written letter of complaint (e-mail will not be accepted) directly to the NAVAN 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. Dates and numbers of occurrences;

d. Persons involved; and

e. Supporting documentation.

II. Upon receipt of the written complaint, NAVAN will conduct an investigation according to the following procedures:

a. The Compliance Department will send an acknowledgment of receipt to the complaining Member.

b. The Compliance Department will provide a verbal or written notice of the allegation to the Member under investigation. If a written notice is sent to the Member, he or she will have five (5) business days from the date of the notification letter to present all information relating to the incident for review by NAVAN.

c. The Compliance Department will thoroughly investigate the complaint, 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 this time. Member calls, letters, and requests for “progress reports” during the course of the investigation will not be answered or returned.

F.  NAVAN will make a final decision and timely notify the NAVAN Members involved.

14.2 Dispute Resolution

  • THIS PROVISION CONTAINS AN AGREEMENT THAT AFFECTS HOW CLAIMS A MEMBER MAY HAVE AGAINST NAVAN GLOBAL, OR CLAIMS NAVAN GLOBAL MAY HAVE AGAINST A MEMBER, WILL BE RESOLVED. THE PARTIES UNDERSTAND AND AGREE THAT THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION OPERATES AS A SEPARATE AND DISTINCT AGREEMENT THAT IS SEVERABLE FROM THE REMAINDER OF THE MEMBER AGREEMENT AND IS ENFORCEABLE REGARDLESS OF THE ENFORCEABILITY OF ANY OTHER PROVISION OF THE MEMBER AGREEMENT OR THE MEMBER 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 MEMBER AGREEMENT IN WHOLE OR IN PART SHALL NOT SUPPORT A FINDING THAT THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION IS UNENFORCEABLE. THE FEDERAL ARBITRATION ACT (“FAA”) SHALL GOVERN THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION WITHOUT GIVING EFFECT TO ANY STATE LAW TO THE CONTRARY.

A. Any controversy, claim or dispute of whatever nature arising between Member, on the one hand, and NAVAN and/or the Related Parties (as defined below), on the other, including but not limited to those arising out of or relating to the Member Agreement including these Policies and Procedures or the breach thereof, the sale, purchase or use of the NAVAN products/services, or the commercial, economic or other relationship of Member 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.

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 $2 million, a panel of three arbitrators, in Franklin, 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 in this Section herein, 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 of the State of Tennessee residing in the City of Franklin as NAVAN’s address is NAVAN Global, PO Box 681089, Franklin, Tennessee, 37068.

Notwithstanding the foregoing, venue and jurisdiction for any claims or disputes arising under or relating to the Member Agreement brought by residents of Louisiana shall be established pursuant to Louisiana law.

D. Class Action Waiver. 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 Member Agreement is made and entered into between Member and NAVAN, NAVAN affiliates, owners, members, managers and employees (“Related Parties”) are intended third-party beneficiaries of the Member Agreement for purposes of the provisions of the Member 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 Member and NAVAN, 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 Member, on the one hand, and Company and any Related Parties involved on the other, except where applicable law requires that NAVAN 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 NAVAN 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 safeguard and protect NAVAN 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 of the State of Tennessee residing in the City of Franklin, 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 NAVAN TO THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION SHALL ONLY TAKE EFFECT UPON A MEMBER’S EXPRESS AGREEMENT TO SUCH AMENDMENT. A MEMBER MAY INDICATE HER OR HIS AGREEMENT TO SUCH PROPOSED AMENDMENT BY FOLLOWING THE INSTRUCTIONS THAT WILL APPEAR WHEN LOGGING IN TO THE NAVAN GLOBAL CORPORATE WEBSITE OR, THE MEMBER’S REPLICATED WEBSITE. NAVAN GOBAL MAY TERMINATE THE MEMBER AGREEMENT OF ANY MEMBER 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 NAVAN GLOBAL OR THE MEMBER ON OR AFTER THE EFFECTIVE DATE OF THE AMENDMENT, REGARDLESS OF THE DATE OF OCCURRENCE OR ACCRUAL OF ANY FACTS UNDERLYING SUCH CLAIM.

15.0 MISCELLANEOUS


15.1 Severability

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 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.

15.2 Waiver

A. Only an officer of NAVAN can, in writing, affect a waiver of the NAVAN Policies and Procedures. NAVAN's waiver of any particular breach by a Member shall not affect NAVAN’s rights with respect to any subsequent breach, nor shall it affect the rights or obligations of any other Member.

B. The existence of any claim or cause of action of a Member against NAVAN shall not constitute a defense to NAVAN's enforcement of any term or provision of these Policies and Procedures.

15.3 Successors and Claims

The agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

16.0 GOVERNING LAW

The Member Agreement, which includes these Policies and Procedures, is to be construed in accordance with and governed by the laws of Tennessee, without regard to its choice of law principles, and the Federal Arbitration Act shall govern the Member Agreement’s Dispute Resolution Agreement, which is found in Section 14 of these Policies and Procedures, without giving effect to any state law to the contrary.

17.0 NAVAN GLOSSARY OF TERMS

ACTIVE MEMBER: A Member who satisfies the minimum volume requirements, as set forth in the Compensation Plan, to ensure that they are eligible to receive bonuses and commissions.

AGREEMENT: The contract between the Company and each Member; includes the Member Agreement, the NAVAN Policies and Procedures, and theNAVAN Compensation Plan, all in their current form and as amended by NAVAN in its sole discretion. These documents are collectively referred to as the “Agreement.”

CANCEL: The termination of a Member’s business. Cancellation may be either voluntary, involuntary, or through non-renewal.

COMPENSATION PLAN: The guidelines and referenced literature for describing how Members can generate commissions and bonuses.

CUSTOMER: A Customer who purchases NAVAN products and does not engage in building a business or retailing product.

MEMBER: An individual who purchases product, generates retail sales and business building commissions.

LINE OF SPONSORSHIP (LOS): A report generated by NAVAN that provides critical data relating to the identities of Members, sales information, and enrollment activity of each Member’s organization. This report contains confidential and trade secret information which is proprietary to NAVAN.

ORGANIZATION: The Customers and Members placed below a particular Member.

OFFICIAL NAVAN MATERIAL:  Literature, audio or video tapes, and other materials developed, printed, published, and distributed by NAVANto Members.

PLACEMENT: Your position inside your Sponsor’s organization.

RECRUIT: For purposes of NAVAN’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 NAVAN Member or Customer to enrol 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 NAVAN 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: A Member who enrolls a Customer, Retailer, or another Member into the Company, and is listed as the Sponsor on the Member Agreement. The act of enrolling others and training them to become Members is called “sponsoring.”

UPLINE: This term refers to the Member or Members above a particular Member in a sponsorship line up to the Company. It is the line of sponsors that links any particular Member to the Company.

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