SECTION 4: CONSULTANT REQUIREMENTS AND RESTRICTIONS

• 18.  Regulatory Considerations. The sale and transportation of vodka and tequila is carefully controlled in the United States on both the state and federal levels. As a result, the Company must obtain various approvals, permits and licenses and do business in certain prescribed ways. To facilitate the company’s compliance with applicable laws and regulations pertaining to the sale and transportation of vodka and tequila, the Company has developed procedures and guidelines, which must be followed by Consultants. Unicorn Distillery, without exception, expects Consultants to adhere to the procedures and guidelines provided in the Unicorn Affiliate Portal, which will be updated from time to time as necessary. Unicorn Distillery leadership works to stay informed of all legal and regulatory issues in the vodka and tequila industry relating to its business. Any Consultant who fails to adhere to the procedures and guidelines that pertain to the Company’s compliance with the sale and transportation of vodka and tequila will have breached the Agreement, resulting in the Company’s right to immediately terminate the Agreement pursuant to the terms of the Agreement. Any concerns related to alcohol regulation should be sent via email to info@unicorndistillery.com.  In addition, it is important for Consultants to note that each state has different laws, restrictions and requirements to host or conduct a tasting and to own and operate an independent business. As independent business owners, each Consultant is advised to seek legal counsel in the Consultant’s state to ensure compliance with all additional requirements unique to Consultant’s state.

•  19.  Labeling, Packaging and Display of Unicorn Distillery Products.

• • a.  Consultants may not re-label, re-package, refill or alter labels of any Unicorn Distillery package or merchandise, information, materials or program in any way. Any such repackaging or relabeling may violate federal and state law, which may result in criminal or civil penalties. 

• • b.  Consultants may not cause Unicorn Distillery product or trade names to be sold or displayed in a retail establishment, including restaurants and trade shows, except upon the prior written approval from the Company.  

• • c.  Consultants are strictly prohibited from reselling vodka and tequila to Customers or anyone else. All Customer purchases are directly fulfilled by Unicorn Distillery. 

• 20.  Cash & Carry. Consultants are not sellers, but rather marketers and promoters of Unicorn Distillery products (the “Unicorn Distillery Products”). As a result, Consultants are not licensed or authorized to sell any product directly to Customers or among consultants. In addition, as a result of laws limiting volume of vodka and tequila shipped, which vary state to state, all orders must be placed through the Unicorn Distillery’s Website and vodka and tequilas must be shipped directly to the end-consumer from Unicorn Distillery. All cash and carry activities or exchange of value for vodka and tequila are prohibited. Due to the serious nature of Cash & Carry violations, any such violation may result in immediate suspension or termination of the Agreement. 

• 21.  Offers. Because Consultants are not licensed or authorized to sell directly to Customers, Consultants may not create their own offers outside of the Unicorn Distillery’s Website. This includes, for example, offering a percentage discount, a free bottle of vodka and tequila with a minimum purchase, free shipping or any other offer if it requires that the Consultant and Customer exchange any funds. Any offer of “free vodka and tequila” must fully comply with the Gifts policy in Section 22. 

• 22.  Gifts.  Consultants are welcome to give free gifts to anyone. For a gift to be free, there cannot be a quid pro quo or exchange of value attached to it. As a result, vodka and tequila cannot be considered a gift if it is being given away at a tasting. If the gift is contingent on a behavior (including on social media) or purchase, it is considered an exchange of value and is not allowed. Giveaways of non-vodka and tequila items via social media may be allowed if there is no purchase requirement or other quid pro quo and the giveaway complies with the social media platform’s Terms and Conditions and any applicable laws. 

• 23.  Charitable Contributions 

• a.  Consultants are welcome to donate vodka and tequila to a charitable organization, subject to the Consultant’s local tax laws. Consultants may not, however, donate or otherwise assign a value to a vodka and tequila tasting, as tastings have no value and are not a compensatory event. As a result, such donations would violate most state alcohol and beverage laws. 

• b.  As with all activities as a business owner, Consultants are responsible for ensuring that any gifts or charitable contributions – including marketing messages and promotions – comply with all applicable laws, regulations and codes governing advertising, promotions, competitions and prize-draws where the Consultant lives.   

• 24.  Approved In-Person Tasting Locations 
• a.  Consultants may hold in-person vodka and tequila tastings in the following places if invitations are sent to specific individuals: 
  •  i.  Private residence;
  • ii.  Private office; 
  • iii.  In a private room at a public venue if walkups are not allowed access to the private room; and 
  • iv.  In a yoga studio, boutique, or other similar establishment if the tasting is held after hours and walkups are not allowed access to the establishment during the tasting. 
• For purposes of this provision, an invitation is a private announcement sent to a specific group of individuals by mail, e-mail or other electronic means. It expressly allows the use of sites such as Evite, Paperless Post or Red Stamp, where Consultants are creating a distribution list of specific email addresses for a limited group of people. Additionally, such in-person vodka and tequila tastings events must be free to attend, and must comply with all local, state and federals laws pertaining to the consumption and promotion of alcohol. Resources exist in the Unicorn Affiliate Portal to ensure all messaging and visual assets for in-person tastings comply with the Company’s Brand Standards and are expected to be used.
•  
  •  b.  Use of social media sites such as Eventbrite, Event Bee, Facebook (including but not limited to Facebook Event pages or other groups, regardless of whether they are private), Instagram, Snapchat, TikTok or other social media platforms where the in-person vodka and tequila tasting event is being publicized at large to a social network must comply with the Company’s Brand Standards as well as all local, state and federals laws pertaining to the consumption and promotion of alcohol.  . This includes any posts by the Consultant, host, or venue holding the in-person tasting event.
• • c.  Use of such social media sites to promote the Unicorn Distillery brand and inform the public about where to buy the Unicorn Distillery Products must comply with the Company’s Brand Standards. 

• 25.  Prohibition Against Charging. Consultants may not charge a fee for admission to any venue where vodka and tequila is being served, regardless of what the charge is for. Nor may Consultants pour vodka and tequila at an event where a mandatory fee is being charged by someone else, regardless of what the charge is for. To further clarify, a ticketed event (whether for-profit or charitable) including “free” drinks is not really free. Likewise, if a tip jar sits next to the vodka and tequila expecting “donations,” it is not free. An event which requires an individual to pay for food while having access to Unicorn Distillery vodka and tequilas or at an otherwise compliant vodka and tequila tasting constitutes an impermissible sale of alcohol and is not compliant with this policy. 

•  26.  Tasting Guidelines. Consultants must adhere to the following guidelines when conducting in-person tastings: 
  • a.  Designated tasting hosts/hostesses should never serve more than two (2) ounces total to any one tasting guest. 
  • b.  All tasting attendees must be of legal drinking age. The Consultant should check all attendees’ government issued ID.
  • c.  Attendees should never be allowed to drive if they do not appear to be able to do so safely. 
  • d.  Open but unfinished bottles of vodka and tequila should be left with the host or hostess to avoid violation of open carry or other similar laws and to positively impact the hosting experience.

• 27.  Virtual Tastings. Consultants may host private, virtual tastings via video chat platforms including (but not limited to) Facebook Live, Zoom, and Skype. Consultants are responsible for ensuring that attendees are of legal drinking age, and should use Consultant’s best judgment in ensuring the tasting is carried out safely. Consultants must comply with the guidelines in Section 24(b) regarding public posts about tastings events. All virtual tasting invitees must be contacted through private means of communication, such as email. 

• 27.  Territory.

• • a.  No Consultant shall claim or imply that Consultant has ownership of, or exclusivity in, any particular geographic area, territory, market or region. This includes using a specific location (e.g. the name of a city, state, or uniquely-named region) as part of the Consultant’s Personalized URL, email address, or social media profile if used for Unicorn Distillery business purposes. There are no exclusive territories granted to any Consultant, and all Consultants have the full right to market, promote, and educate consumers about Unicorn Distillery Products and otherwise conduct Consultant’s Unicorn Distillery Independent Businesses in all geographic areas and territories in accordance with the terms of the Agreement and applicable law.  

• • b.  Consultants may not market or promote Unicorn Distillery Products outside the Active Market and may not conduct Consultant’s Unicorn Distillery independent businesses in any geographic area or territory outside the United States. For purposes of this Section, the term “Active Market” means those municipalities, counties, and states within the United States in which vodka and tequila may be sold and distributed by Unicorn Distillery.  Because the Active Market may change from time-to-time, please refer to the Unicorn Affiliate Portal for the current Active Market. 

• 29.  Media Inquiries. 

• a.  Consultants are not authorized to interact with the media, including but not limited to radio, podcasts, television, billboards, print, online publications, speaking engagements, mass mailings or through any other channel Unicorn Distillery may deem to be unfair, regarding the Unicorn Distillery Business or Products. All opportunities and inquiries from the media shall be directed to the Company at info@unicorndistillery.com to ensure that accurate and consistent information regarding the Unicorn Distillery brand is being presented to the public. 

•  b.  Subject to the above, Consultants are permitted to advertise in Consultant’s local newspaper, community newsletters, and local business directories, and through local opportunities, including Consultant’s local Chamber of Commerce, provided that any publication containing such advertisement has a circulation no greater than 10,000. Consultants may also promote Consultant’s independent businesses with social media Affiliates who have less than 10,000 total followers across platforms at the time of the promotion, as long as that Affiliate’s platform is consistent with Unicorn Distillery’s Core Values. Unicorn Distillery has the sole and exclusive right to determine whether an Affiliate’s platform satisfies these requirements. Affiliates who have over 10,000 total followers across all platforms and are interested in marketing Unicorn Distillery Products should be directed to contact the Company at info@unicorndistillery.com.

SECTION 5: CONSULTANT RESPONSIBILITIES AND LEGAL CONSIDERATIONS

• 30.  Professional Conduct. Consultants are expected to conduct themselves in a professional manner at all times and shall protect and promote the good reputation of Unicorn Distillery through the following: 

1. • a.  Be forthcoming, transparent and professional and conduct business with integrity, understanding and respect; ii. Not engage in illegal, deceptive, misleading or unethical conduct or practices, including making statements, representations, guarantees or warranties, or publishing misleading or deceptive advertising materials about the Company, its products or the Affiliate Program; 
2. • b.  Refrain from making disparaging or misleading statements about Unicorn Distillery, including but not limited to its employees, Consultants, partners, and products and Compensation Plan; 
3. • c.  Refrain from making disparaging or misleading statements about Unicorn Distillery’s actual or perceived competitors; and 
4. • d.  Not engaging in behaviors that fall outside the level of professional conduct, including, but not limited to, substance abuse; verbal abuse and bullying; harassment or discrimination because of race, gender, religion, sexual orientation, sex, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, gender identity, gender expression, age, or military and veteran status; hate or violence-inciting or driven activity; or fraudulent, misleading or deceptive conduct. 

The determination of what violates the Professional Conduct terms is in Unicorn Distillery’s sole discretion.  The Company may determine, in its sole discretion, that violation of the Professional Conduct terms constitutes a breach of the Agreement, resulting in the termination of the Agreement. 

•  31.  Reporting Policy. Consultants who become aware that another Consultant has violated the Agreement should notify Unicorn Distillery. A link to submit a ticket to Brand Standards is located in the Unicorn Affiliate Portal. Details and screenshots of the occurrence should be included in the report if available.
•  
•  32.  Confidential Information, Non-Solicitation, and Competitive Businesses. 

• • a.  By completing and submitting the Agreement, the Consultant acknowledges that all product, Consultant and customer information and data that the Consultant may create or compile, including but not limited to Business Reports, Customer lists (including names, contact information, and other data), Consultant lists (including names, contact information and other data), information pertaining to Downline genealogy, and any other information which may contain financial or business information, product and purchasing information, customer and Consultant contact and profile details, Consultant lists, operating and production procedures, product development information, financial data and marketing materials are confidential and proprietary and constitute trade secrets belonging to Unicorn Distillery (hereinafter “Confidential Information”). Consultants agree not to disclose any Confidential Information. A Consultant shall use the same level of care to protect Confidential Information that Consultant uses to protect Consultant’s own sensitive and proprietary information. A Consultant shall use Confidential Information only for the purposes of performing Consultant’s obligations or exercising rights under the respective Agreement.  
• • b.  A Consultant shall limit access to Confidential Information to only those persons who have a legitimate need to know such information in the performance of Consultant’s rights and obligations under the respective Agreement. Each person who is given access to Confidential Information shall be bound by this confidentiality obligation. A Consultant shall be responsible for the acts and omissions of Consultant’s respective employees, contractors, and agents with respect to such confidentiality obligations.

• • c.  Consultant will not use or disclose Confidential Information to any person except in strict accordance with the Agreement and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. Consultant will not use Confidential Information to sell products or services other than Unicorn Distillery Products and services or in connection with any other business during the term of and after termination of this Agreement. Consultant understands that Consultant will be deemed to breach Consultant’s obligations to Unicorn Distillery with respect to Confidential Information or trade secrets if Consultant works or performs services (including consulting or advisory services) for a competitor of Unicorn Distillery in any position in which Consultant is required to or does use, disclose or otherwise employ any Confidential Information obtained during Consultant’s relationship with Unicorn Distillery. Consultant understands and agrees that this provision does not prohibit Consultant from working for a competitor of Unicorn Distillery during the term of the Agreement or after the termination of the Agreement, but requires Consultant not to use, share or otherwise communicate Confidential Information (including trade secrets) to such a competitor or to perform services for such a competitor. 
• • f.  If a Consultant is engaged in another non-Unicorn Distillery business that does not violate the terms of Section 32(e), then it is the responsibility of the Consultant to ensure that the Consulting Business is operated entirely separate and apart from all other businesses and/or competitive businesses, including but not limited to: for-profit blogs (such as those receiving ad revenue), social media channels, independent websites, at all Unicorn Distillery-related events and on any Unicorn Distillery-related materials or displays.
• • g.  Consultants may not directly or indirectly recruit other Unicorn Distillery Consultants for any other earning opportunity. Consultants found to be in violation of this non-solicitation policy are subject to significant disciplinary actions, as outlined in Section 71 of these Policies & Procedures. 
• • h.  Consultant further agrees that the provisions contained in this Section are reasonable and necessary to protect the legitimate interests of the Company and that the Company would not have accepted the Consultant’s Agreement in the absence of the Consultant’s Agreement to these provisions. Nevertheless, it is further agreed that such covenant shall be regarded as divisible and shall be operative as to time, area and scope to the extent that it may be so operative, and if any part of it is declared invalid or unenforceable as to time area, or scope, the validity and enforceability of the remainder shall not be affected, and the agreement shall be read to be restrictive to scope, area and duration to the fullest extent of applicable law. Consultant agrees that the Consultant’s breach or threatened breach of such provisions would cause the Company irreparable harm and significant injury, the amount of which would be extremely difficult to estimate and ascertain, thus making any remedy at law or in damages inadequate. Each Consultant therefore agrees that the Company shall be entitled, without the necessity of posting a bond or security, to the issuance of injunctive relief by any court or arbitrator of competent jurisdiction, enjoining any breach or threatened breach of the above provisions and for any other relief such court deems appropriate. The rights granted to the Company in this Section are in addition to any other remedy available to the Company at law or in equity.

• 33.  No International Sale or Marketing. Due to legal restrictions on the sale of alcohol, Unicorn Distillery must limit the sale and marketing of the Unicorn Distillery Products and the presentation of the Affiliate Program to potential Customers and Consultants located in an Active Market within the Affiliate Program and the District of Columbia. Unicorn Distillery Products and marketing materials may not be shipped into or sold in any foreign countries, including Canada.

SECTION 6: TEAM BUILDING AND TRAINING

• 34.  Mentoring Other Consultants. Consultants may mentor other persons to become Consultants. However, Consultants earn Commissions and Performance Bonuses in the Affiliate Program only based on the marketing and promotion of products, and not based on the recruitment or enrollment (mentoring) of other Consultants. It is not the responsibility of the Unicorn Distillery Customer Support team to onboard and train new Consultants. Instead, training and onboarding of new consultants is the responsibility of Mentors. 

• 35.  Responsibilities of Mentors. To ensure that Mentors² are acting in accordance with the Unicorn Distillery Core Values, Mentors should present the products and the Affiliate Program to others in a manner that complies with the Agreement, including the requirements of these Policies & Procedures regarding business ethics. In addition, Mentors are responsible for helping, motivating, and training their Downlines. As such, Mentors should:

• • a.  Train and communicate to their Downlines to ensure that their Downline Consultants do not make improper product or income claims, engage in illegal or inappropriate conduct or otherwise violate the Agreement;  
• b.  Assist, motivate, and train their mentored Consultants by having ongoing contact and communication, which may include written correspondence, personal meetings, telephone contact, voicemail, e-mail, text messages and training sessions and/or accompanying their mentored Consultants to Unicorn Distillery trainings; and  

• c.  Motivate and train their mentored Consultants in subject matter regarding Unicorn Distillery Products, effective education and marketing techniques, the Compensation Plan, and compliance with these Policies & Procedures.  

• • d.  Always remember that Mentoring and educating a Downline Consultant is an essential part of ensuring the Consultant’s Downline is effectively communicating and abiding by the Core Values and requirements of these Policies & Procedures and as such is the responsibility of the Mentor. 

  • ² A Consultant becomes a Mentor when they have established a Downline containing one or more Consultants.

• 36.  Applicant Rights.

• • a. Because of mentoring ethics, Unicorn Distillery encourages any new Consultant to enroll in the Affiliate Program under the Mentor who initially introduced the Applicant to the Affiliate Program. Every Consultant, however, has the right to choose who Consultant’s Mentor will be. As such, if an Applicant asks to be registered under another Mentor prior to submitting the Agreement, Unicorn Distillery reserves the right to honor such a request.
  •   
  • b. Unicorn Distillery does not endorse or condone any of its Consultants to recruit the Customers or Consultants of any other Consultant under any circumstances relating to the Unicorn Distillery opportunity. If such conduct is reported to the Company, the Company may deem such conduct to be a breach of the Agreement, resulting in termination of the Agreement. 
  • c. If two Consultants both claim to be the Mentor of an Applicant, Unicorn Distillery shall regard the first Agreement received as the controlling Agreement and shall designate the Consultant listed as the Mentor on such Agreement as the Applicant’s Mentor. 
  • d. Unicorn Distillery reserves the sole and exclusive right to determine the final disposition between Consultants regarding claims of Mentorship of another Consultant. CONSULTANTS WAIVE ANY AND ALL CLAIMS AGAINST THE COMPANY, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM THE COMPANY’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT IS IMPLICATED IN A DISPUTE BETWEEN CONSULTANTS.  

• Change of Mentor 

  • a.  Consultants changing from one Mentor to another is strictly prohibited absent extraordinary circumstances at the discretion of the Company as further described below. 
  • b.  The only means by which a Consultant may legitimately change Consultant’s Mentor is by voluntarily canceling Consultant’s Agreement in writing and remaining inactive for at least six months. Following the period of inactivity, the former Consultant may reapply under a new Mentor. The Consultant will lose all rights to Consultant’s former Downline organization upon cancellation. 
  • c.  The Company has sole discretion to authorize a change of Mentor in extraordinary circumstances such as a mistake in the enrollment process, serious illness or a life-altering change in circumstance. In such instances, the Consultant requesting the transfer must submit a written request to the Company for the change of Mentor and also submit a written authorization from Consultant’s current Mentor as well as the two (2) Consultants immediately above such Mentor. Additional documentation related to the extraordinary circumstances may be required. 
  • d.  The Company will not authorize such a change to support any placement exercises. Examples of this include (but are not limited to): 
  • • i.    Genealogy Changes made to redistribute Downline Volume; 
    • ii.  Encouraging Consultants to cancel an Agreement for reasons related to compensation (via verbal or written statements, offering to purchase a Consultant’s business, or other means); 
    • iii.  Any activity that results in higher commission payments for a Consultant without that Consultant engaging in business-building activity (such as adding new Downline Consultants, adding new Customers, or placing orders).
  • e.   Further, the Company maintains a record of all genealogy change requests made under this provision so that it may take appropriate action with regard to Consultants who repeatedly make such requests or who share a common upline demonstrating a team trend with respect to these requests.
  • f.  In cases in which a Consultant has improperly changed Consultant’s Mentor, Unicorn Distillery reserves the sole and exclusive right to determine the final disposition of the Downline organization that was developed by the Consultant in Consultant’s second line of mentorship. CONSULTANTS WAIVE ANY AND ALL CLAIMS AGAINST UNICORN DISTILLERY, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM UNICORN DISTILLERY’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW A CONSULTANT WHO HAS IMPROPERLY CHANGED MENTORS. 

SECTION 7: ORDERING AND SHIPMENTS

• 38.  General Order Policies.

• • a.  Federal law requires a signature be obtained from an individual over the age of 21 for all vodka and tequila shipments. Notes with a signature left for the common carrier cannot be accepted as a replacement for an individual signing for the shipment. Orders should be shipped to a business address or a nearby holding facility for prompt, successful delivery and to protect the vodka and tequila. Consultants are trained to advise their Customers of this important practice. The Company cannot guarantee the condition of any vodka and tequila if delivery is not made on the first delivery attempt. Orders that are not delivered on the initial attempt may be held in a facility that is not temperature controlled. 
  • b.  A Consultant shall not use another Consultant’s or Customer’s credit card to join the Company or purchase product without the account holder’s written permission. Such documentation must be kept by the Consultant indefinitely in the event the Company needs to refer to the same. 
  •  
  • c.  Regarding an order with an invalid or incorrect payment, the Company will attempt to contact the Consultant by phone, mail or e-mail in order to obtain another form of payment. If these attempts are unsuccessful after ten (10) business days, the order will be canceled.  
• • d.  Prices are subject to change without notice.
• • e.  A Consultant or Customer who is the recipient of an incorrect order must notify the Company within 14 (fourteen) calendar days from receipt of the order.
• • f.  When a card processor forcibly reverses a credit card transaction resulting in a return of funds to the cardholder, this is known as a chargeback. When Unicorn Distillery receives a chargeback notice, the account in which the service was purchased is immediately blocked, and all related services in the account are terminated.
• • g.  If a chargeback was requested inadvertently, a Consultant or Customer must contact the credit card provider and issue a chargeback reversal. Reversing the chargeback is the only way to restore a blocked account.
• 39.  Non-Deliverable Orders. In some cases, an order may be returned to the Company because the common carrier is unable to deliver it to the provided shipping address, which may happen because the Customer or Consultant did not accept the order; the Customer or Consultant was not available to accept delivery for the order, which requires an adult signature upon delivery; or the Customer of Consultant provided incorrect shipping information. When this happens, the Company will, at its sole discretion, contact the Consultant and attempt to reship the order. If reshipment is not possible or desired, no later than five (5) days after the initial contact, the Company will refund the cost of the order less a twenty-five percent (25%) restocking fee and shipping and handling fees and neither the Consultant nor Consultant’s Upline will receive credit for the order.

SECTION 8: ORDER CANCELLATIONS, RETURNS AND REFUNDS

• 40.  The Company desires that its Customers and Consultants be completely satisfied with their purchases. If a Consultant or Customer is dissatisfied, they may return all or part of their order according to the following guidelines. The following policy is the exclusive method for requesting or processing returns or refunds, and any return or refund transaction shall be solely between the end-use Customer and Unicorn Distillery.

• 41.  Order Cancellations. A Consultant or Customer may cancel an order placed through a tasting within three (3) business days of placing the order. If the cancellation is timely, the Consultant or Customer will receive a 100% refund of the purchase price, applicable sales taxes, and shipping costs. Tasting orders are not cancellable following this three-business day time period and are then subject to the Company standard return policies as further described below. Orders placed outside of a tasting may be cancelled for a full refund any time before a shipping label has been printed for the order. After a shipping label has been printed for an order, the order is considered “shipped” and is subject to the Company standard return policies. 

• 42.  Returns of Damaged or Defective Products: 
•  
• a.  If a Consultant or Customer receives a broken or leaking bottle(s), they may contact Customer Service immediately at info@unicorndistillery.com. Unicorn Distillery will
  • (i) ship replacement(s) of equal value to the end consumer on the original order; or
  • (ii) provide a credit of the amounts paid. To help the Company resolve the issue, photos may be requested to determine the best course of action. Consultants and Customers may be given the opportunity to keep bottles with damaged labels at exclusive pricing, at the discretion of the Company. All claims must be made within seven (7) days of receipt.
• b.  If a Consultant or Customer believes they have received a defective bottle of vodka and tequila, the Consultant or Customer may contact the Customer Service Department within sixty (60) days from the date of the order. Unicorn Distillery will
  • (i) ship equal value replacement(s); or
  • (ii) provide a credit of the amounts paid. Defective means that the vodka and tequila is flawed; not “I don’t like it.” 
• c. Defective or incorrectly-sized merchandise items may be exchanged within sixty (60) days of the original purchase date by contacting Customer Service to obtain a return shipping label. Once the merchandise item to be exchanged is received at Unicorn Distillery, the Company will either
  • (i) create a new order without charging the Customer or Consultant to re-ship the item if exchanging for the same item or a different size of the same wearable item, or
  • (ii) issue Company store credit in the original amount paid if exchanging for a different item. For best results on entertaining related merchandise, please hand wash only.  Any wear and tear outside of this practice will not be eligible for replacement. All merchandise purchased while on “sale and/or clearance” is final sale. 
• 42.  Returns Under the Satisfaction Guarantee Policy. If a customer is not satisfied with a Unicorn Distillery vodka and tequila, the customer or the corresponding Consultant may contact Customer Service within sixty (60) days from the date of the order for a credit to be used at Unicorn Distillery for the amount paid (less applicable shipping charges and taxes.) Consultants who are not satisfied with a Unicorn Distillery vodka and tequila ordered under the Consultant’s Customer or Consultant account, in the absence of any damage or defect, may return unused bottles as further described in this item. If a Customer or Consultant would like to return any unused bottles, the Consultant or Customer may contact Customer Service for a return shipping label. Once the shipment has been received at our warehouse, the Company will issue a credit in the amount paid (less applicable shipping charges and a 25% restocking fee.)  

• 43.  Consultant Abuse of Refund, Credit, and Order Placement Policies. Excessive and/or improper refund, credit, or order placement activity may constitute a breach of the Agreement. Unicorn Distillery reserves the right to review this activity and terminate the Agreement of any Consultant for excessive or improper refund, credit, or order placement activity, in its sole and absolute discretion. 

• 44.  Out of Stock, Backorders, and Missing/Wrong Bottles. When vodka and tequila is out of stock, is on backorder, or there are missing/incorrect bottles in an order, Unicorn Distillery will abide by the following procedures to resolve the issue:

• ³ “Order Placement” is any activity where an order’s commission owner is changed for purposes of gaining an advantage in the Unicorn Distillery Compensation Plan.

• 45.  Backorders. Unicorn Distillery will only fulfill orders if the vodka and tequila is available for sale at the time of purchase.  No backorders will be accepted.

• 46.  Incorrect Bottles. In the event a shipment contains incorrect bottles, Customers or Consultants should submit an inquiry using the contact form at info@unicorndistillery.com. Unicorn Distillery will ship the correct bottles right away and will make arrangements to pick up the bottles sent by mistake at no additional cost. Customers or Consultants who would like to keep any incorrect bottles from a shipment should submit an inquiry at info@unicorndistillery.com to purchase the bottles with special pricing.  

• 47.  Missing Bottles. In the event a shipment is missing bottles, Customers or Consultants should submit an inquiry using the contact form at info@unicorndistillery.com. Unicorn Distillery will ship the missing bottles right away or extend a refund or store credit at the Customer or Consultant’s choice.

• 48.  Storage (Abandonment Policy). Completed orders by Unicorn Distillery that are not picked up from our warehouse located in info@unicorndistillery.com after thirty (30) calendar days are considered abandoned and will be returned to stock and refunded less a 25% restocking fee. The Company will notify the order owner via email that such order is still available for pickup at least five (5) days prior to the order being considered abandoned. 

SECTION 9: ADVERTISING POLICIES

• 50.  Consultant-Created Education, Advertising and Marketing Tools. 

• • a.  Consultants are permitted to create their own educational materials, training materials, advertising materials, promotional materials, and marketing aids, including social media assets, videos, and other print materials (collectively “Marketing Tools”) to promote the Unicorn Distillery opportunity and products only as provided in this Section.  

• • b.  To ensure that any Marketing Tools that a Consultant creates or uses a) are not deceptive, b) contain only substantiated claims, and c) properly identify Unicorn Distillery’s trademarks and copyrights, all Marketing Tools that a Consultant creates or has created on Consultant’s behalf (with the exception of Marketing Tools that are only used in social media posts) must be submitted to the Company for review at info@unicorndistillery.com at least two weeks prior to the date that the Consultant anticipates using the Marketing Tool(s). Such Marketing Tools may only be used or displayed to the public if the Consultant receives written approval from the Company. Consultants who receive written authorization from Unicorn Distillery to produce and publish Marketing Tools may make approved Marketing Tools available to other Consultants free of charge if they wish but may not sell the Marketing Tools to other Consultants. Any sale or attempt to sell Marketing Tools to another Consultant may constitute a breach of the Consulting Agreement. Unicorn Distillery reserves the right to rescind approval for any previously approved Marketing Tool(s), and Consultants waive all claims against Unicorn Distillery, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission. 

• • c. At Unicorn Distillery’s discretion, approved Marketing Tools will be made available for use by other Consultants, free of charge. A Consultant who has created an approved Marketing Tool grants Unicorn Distillery and other Consultants an irrevocable and royalty-free license to use the Marketing Tools for Unicorn Distillery Business purposes, and waives all claims, including but not limited to intellectual property rights claims, and/or claims for remuneration against Unicorn Distillery, its officers, directors, owners, agents, and other Consultants for the posting and/or use of the Marketing Tools.

• 51.  Use of Company Names and Protected Materials.   

• • a.  Consultants must protect and promote the good reputation of Unicorn Distillery. The marketing and promotion of Unicorn Distillery, the Unicorn Distillery opportunity, the Compensation Plan, and Unicorn Distillery Products 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 the Company must be used in their original form and cannot be changed, amended or altered except upon prior written approval from Unicorn Distillery.  

• • c.  The name of Unicorn Distillery, each of its product offerings and other names that have been adopted by Unicorn Distillery in connection with its business are proprietary trade names, trademarks and service marks of the Company. As such, these marks are of great value to Unicorn Distillery and are supplied to Consultants for their use only in an expressly authorized manner.  

• • d.  Consultants’ use of the name “Unicorn Distillery” and any of Unicorn Distillery’s other brands, marks, or tradenames is restricted to protect Unicorn Distillery’s proprietary rights so that the Company’s protected names will not be compromised by unauthorized use. Use of “Unicorn Distillery”, or any of Unicorn Distillery’s other brands, marks, or tradenames or any derivative of any of these on any item not produced by the Company is prohibited except when the Consultant is identified as a “Unicorn Distillery Independent Consultant” or “Unicorn Independent Consultant.”    

• • e.  Further guidelines relating to the use of the Unicorn Distillery name are as follows: 

• • • i.  All stationery (e.g. thank-you cards, letterhead, envelopes, and business cards) must include the specific Unicorn Distillery Independent Vodka and tequila Consultant logo provided by the Company. 
  • • ii.  All emails related to Consultants’ independent business must include the Unicorn Distillery approved signature block which can be found in the Unicorn Affiliate Portal. 
  • • iii.  Consultants may not use the name “Unicorn Distillery” while answering the telephone, creating a voice message, using an answering service; or as a handle, login, or username on Zoom, GoToMeeting or any other similar online communication tool, but they may state, “Unicorn Distillery Independent Consultant” or “Independent Unicorn Distillery Consultant”.  
  • • iv.  Particular photos and graphic images created or used by Unicorn Distillery in its advertising, marketing packaging and websites are the result of paid contracts with outside vendors that do not extend to Consultants. Consultants must first receive written permission to use images published by Unicorn Distillery which are not contained in the Brand and Marketing section of the Unicorn Affiliate Portal, publicly available on the Unicorn Distillery’s Website or official Unicorn Distillery social media profiles.
    •  
    • v.  Consultants may not produce for sale or distribution any Company event, webinar or speech, nor may a Consultant reproduce Unicorn Distillery audio or video clips for sale or for personal use without prior written permission from the Company. 
  • • vi.  Unicorn Distillery reserves the right to rescind its prior approval of any marketing aid or promotional material to comply with changing laws and regulations or brand strategies and may request the removal from the marketplace of such materials without financial obligation to the impacted Consultant.  
    • vii.  Consultants shall not promote non-Unicorn Distillery Products or services in conjunction with Unicorn Distillery Products on the same websites, same advertisement, or same event without prior approval from the Company.   
  • c.  Consultants shall not advertise their Unicorn Distillery Business through Google Ads, Facebook Ads, Craigslist, promote function within any social media platform, or any other paid platform online, nor may they use any Search Engine Optimization for their Company provided website.

52.  Income Claims.

• • a.  When presenting or discussing the Unicorn Distillery opportunity to a prospective Consultant, Consultants may not make income projections, income claims, income testimonials, or disclose their Unicorn Distillery income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records), or the income of any other Unicorn Distillery Consultant. Nor may Consultants make “lifestyle” income claims. 

• • b.  A “lifestyle” income claim is a statement or depiction that implies or states that the Consultant is able to enjoy a luxurious or successful lifestyle due to the income earned from the Consultant’s Unicorn Distillery Business. Examples of prohibited lifestyle claims include, but are not limited to, representations (either through audio, visual or written medium) that a Consultant was able to quit a job, acquire expensive or luxury material possessions, travel to exotic or expensive destinations, get paid to drink vodka and tequila, or earn free vodka and tequila.  

• • c.  The Company has discretion to determine what does or does not constitute a prohibited income claim. Questions should be directed to info@unicorndistillery.com. 

• 55.  Compensation Plan Claims.

• a. When presenting or discussing the Unicorn Distillery Compensation Plan, Consultants must make it clear to prospects that financial success in Unicorn Distillery requires commitment, effort, and marketing skill. Conversely, a Consultant must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include, but are not limited to:

• •  i.  It’s a turnkey system.
• • ii.  The system will do the work for you.
  •  
  • iii.  Just get in and your Downline will build through spillover.
  •  
  • iv.  Just join and I’ll build your Downline for you.
  •  
  • v.  The Company does all the work for you. 
•  vi.  All you have to do is buy your products every month.

• The above are just examples of improper representations about the Compensation Plan and the Unicorn Distillery opportunity. It is important that Consultants do not make these, or any other representations, that could lead a prospect to believe that they can be successful as a Consultant without commitment, effort, and marketing skill.

• 54.   Social Networking and Social Media.  Unicorn Distillery encourages Consultants to join social media sites, online forums, discussion groups, blogs, and other forms of internet communication to leverage the power of the Unicorn Distillery brand and to share the story of the Unicorn Distillery Products and the Affiliate Program. Online social media sites may be used to drive traffic to Consultants’ replicated websites or to the Unicorn Distillery Website. Social media sites include such sites as Facebook, LinkedIn, Twitter, Instagram, TikTok and Pinterest. Consultants may not market or promote Unicorn Distillery Products or products bearing Unicorn Distillery names, marks, and/or logos on retail and/or other social media sites including but not limited to Amazon, Ebay, Etsy, Reddit and Discord or other similar sites.

• Social media sites may be used to offer or refer Unicorn Distillery Products and Unicorn AffiliateProgram Memberships. Profiles a Consultant generates in any social community where Unicorn Distillery or the Affiliate Program are discussed or mentioned must clearly identify the Consultant as an independent consultant, and when a Consultant participates in those communities, Consultants must comply with the terms and conditions of the Agreement, including without limitation, the Professional Conduct terms (including without limitation, the prohibitions against verbal abuse and bullying; harassment or discrimination because of race, gender, religion, sexual orientation, sex, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, gender identity, gender expression, age, or military and veteran status; hate- or violence-inciting or driven activity; or fraudulent, misleading or deceptive conduct). The determination of what violates the Professional Conduct terms is in Unicorn Distillery’s sole discretion, The Company may determine, in its sole discretion, that violation of the Professional Conduct terms constitutes a breach of the Agreement, resulting in the termination of the Agreement. If a link is provided, it must link to the posting Consultant’s replicated website.
• Consultants may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments relating to Unicorn Distillery or its products. Comments Consultants create or leave must be useful, unique, relevant, and specific to the blog’s article.  
• Consultants who use social media sites must also comply with the rules associated with such websites or networks. For example, some sites prohibit users from advertising products or promoting financial opportunities. Federal and state agencies have established guidelines and rules for what may and may not be communicated in relation to Unicorn Distillery opportunities and even a Consultant’s personal experience may not conform to these regulatory guidelines. Consultants who provide testimonials on social networking sites and otherwise on the internet are responsible for ensuring that their testimonials comply with all applicable laws and regulations.

• 55.  Consultants Are Responsible for Postings. Consultants are personally responsible for their postings (including hashtags) and all other online activity that relates to the Company. Even if a Consultant does not own or operate a blog or social media site, if a Consultant posts to any such site that relates to Unicorn Distillery or which can be traced to the Company, the Consultant is responsible for the posting. Consultants are also responsible for postings which occur on any blog or social media site that the Consultant owns, operates or controls.  Consultants are further responsible for ensuring that any out-of-date materials or posts containing out-of-date or superseded materials are removed in order to avoid confusion or conflict in information. 

•  56.  Identification as a Unicorn Distillery Consultant

• a.  Consultants may not use the words “Unicorn Distillery” or any variation of either in their social media usernames and/or handles unless it is accompanied by the name or Business Entity under which they conduct business and the words “Independent Consultant.” In all social media posts related to Unicorn Distillery, they must disclose their full names and conspicuously identify themselves as Unicorn Distillery Independent Consultants.  

• b.  In addition to the foregoing, Consultants may use the Unicorn Distillery Independent Consultant logo in social networking profiles. The Unicorn Distillery Independent Consultant logo is available in the Unicorn Affiliate Portal. Consultants may not use any other Unicorn Distillery logo.

• c.  Anonymous postings or use of an alias is prohibited.  

• 57.  Use of Third-Party Intellectual Property. If Consultants use the trademarks, trade names, service marks, copyrights, or intellectual property of any third party in any posting, it is solely their responsibility to ensure that they have received the proper license to use such intellectual property and pay the appropriate license fee. All third-party intellectual property must be properly referenced as the property of the third party, and Consultants must adhere to any restrictions and conditions that the owner of the intellectual property places on the use of its property.
•   
• 58.  Privacy. Consultants must respect the privacy of others and be thoughtful and courteous in their postings. 

• 59.  Professionalism. Consultants must conduct themselves with professionalism on social media sites, including by compliance with the terms and conditions of the Agreement (including without limitation, the Professional Conduct terms). Consultants should also carefully check their postings for spelling, punctuation, and grammatical errors.
• Consultants may not market their Personal URL in the comments of any Unicorn Distillery social media posts. Nor may Consultants use social media outlets to comment on other brand products that are competitive to Unicorn Distillery in order to drive marketing efforts and direct Customers to their Personal URL.

• 60.  Deceptive and Prohibited Postings.
• a.  Consultants must ensure that their postings are truthful and accurate. Postings that are false, misleading or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the Unicorn Distillery Products, the Affiliate Program, and/or Consultant biographical information and/or credentials. In particular, as it relates to Unicorn Distillery Products, the following are specifically prohibited:

• • • i.  Making health related or medical claims including but not limited to claiming that Unicorn Distillery vodka and tequilas are “headache free” or “hangover free” or do not cause headaches, hangovers, or other physical conditions. This includes but is not limited to referring to Unicorn Distillery vodka and tequilas as “healthy” or “good for you.”  
  • • ii.  Making statements about the specific amount of calories, sugar, or other measurable characteristics of the Unicorn Distillery vodka and tequilas whether using numbers or percentages, either directly or in comparison to other vodka and tequilas in general or specifically, except as otherwise expressly stated by Unicorn Distillery. 
  • • iii.  Referring to Unicorn Distillery Independent Consultants as “sellers” instead of “marketers,” or referring to Consultant business activities as “selling”. 
  • • v.  Claiming that a Consultant or Unicorn Distillery is “hiring” when referring to becoming a Consultant.
• b. Consultants also shall not make any posting, or link to any posting or other material, that: 

• • i. Is sexually explicit, obscene or pornographic;
  •  
  • ii. Is offensive, profane, hateful, threatening, abusive, defamatory, bullying, harassing, or discriminatory in violation of the Professional Conduct terms;
  •  
  • iii. Is solicitous of any unlawful behavior;
  •  
  • v. Engages in personal attacks on any individual, group, or entity;
  •  
  • vi. Is in violation of any intellectual property rights of the Company or any third party; or  
  • Is not consistent with the standards set forth in these Policies & Procedures, including the Professional Conduct terms and Core Values.

• 61. Social Media Sites with Website-like Features. Unicorn Distillery reserves the sole and exclusive right to classify certain social media sites as websites and require that Consultants using, or who wish to use, such sites adhere to the Company’s policies relating to Independent Websites as stated in Section 54.

• 62.  Independent Websites

• a. Unicorn Distillery provides Consultants with their own replicated websites from which they can market Unicorn Distillery Products and the Affiliate Program (the “Consulting Business Website”). Consultants may not have an independent website that redirects to their replicated Consulting Business Website or exists solely or primarily to market the Consulting Business. 

• b.  However, if a Consultant has an independent website for other reasons and would like to promote their Unicorn Distillery Business on that site, they may install the Unicorn Distillery approved Blog Button, which is available in the Unicorn Affiliate Portal. By using the Blog Button, Consultants are representing and warranting that the content on their independent website is consistent with the Unicorn Distillery Core Values and does not violate any laws, rules, regulations or these Policies & Procedures in any way.  

• 63.  Unsolicited Emails and Other Communications. A Consultant may not use or transmit unsolicited mass e-mail distribution, unsolicited e-mail or engage in “spamming” in connection with the advertising, promotion or sale of Unicorn Distillery Products or the Affiliate Program, or the operation of Consultant’s Unicorn Distillery Business. The term “unsolicited e-mail” means the transmission via electronic mail of any material or information to any person on an unsolicited basis. The exceptions to this prohibition are e-mail to: (i) any person who gave the Consultant prior consent to send such e-mail; or (ii) any person with whom the Consultant has an established business or personal relationship. Any e-mail sent by or for a Consultant advertising or promoting the Company’s products, the Affiliate Program or the Consultant’s Unicorn Distillery Business must comply with requirements applicable to commercial e-mailers found in the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM”) and the related Federal Trade Commission (“FTC”) regulations, and any other applicable laws and regulations.  Without limiting the preceding paragraph, any e-mail sent by a Consultant advertising or promoting the Unicorn Distillery Products, the Affiliate Program or the Consultant’s Unicorn Distillery Business must meet all of the following requirements:

• • • • i.  the e-mail must clearly identify the Consultant as the sender of the e-mail and as a Unicorn Distillery Independent Consultant; 
    • • ii.  there must be a functioning return e-mail address to the sender;
      •  
      • iii.  there must be a notice in the e-mail that advises that the recipient may reply to the e-mail via the functioning return e-mail address to request that future e-mail solicitations or correspondence not be sent to the recipient (a functioning “opt-out” notice); 
    • • v.   the e-mail must clearly and conspicuously disclose that the message is an advertisement or solicitation; 
      • the use of deceptive subject lines and/or false header information is prohibited; and 
      • all “opt-out” requests, whether received by e-mail or regular mail, must be honored. 
• Unicorn Distillery may periodically send commercial e-mails on behalf of Consultants and Consultants agree that Unicorn Distillery may send such e-mails and that the Consultants’ physical and e-mail addresses may be included in such e-mails as outlined above.  

• 64.  Telemarketing Limitations. Consultants must not engage in telemarketing in relation to the operation of the Consultant’s business. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of the Company’s products, or to recruit them for the Company’s Affiliate Program.
• The 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.
• While a Consultant may not be considered 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 Rep to violate the law. These regulations must not be taken lightly, as they carry significant penalties.
• “Cold calls” or “state-to-state calls” made to prospective Customers or Consultants that promote either Unicorn Distillery Products or the Affiliate  Program is considered telemarketing and is prohibited. 

• 65. Exceptions to Telemarketing Regulations. A Consultant may place telephone calls to prospective Customers or Consultants under the following limited situations:

• • a.  If the Consultant has an established business relationship with the prospect;

• • b.  In response to a personal inquiry or application regarding the Affiliate Program or Unicorn Distillery’s products, within three (3) months immediately before the date of such a call; 

• • c.  If the Consultant receives written and signed permission from the prospect authorizing the Consultant to call;  

• • d.  If the call is to family members, personal friends, and acquaintances. However, if a Consultant 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; 

• • e.  Consultants engaged in calling “acquaintances,” must make such calls on an occasional basis only and not as a routine practice. 

 A Consultant shall not use automatic telephone dialing systems in the operation of Consultant’s Unicorn Distillery Business. Failure to abide by these policies or regulations as set forth by the FTC and FCC regarding telemarketing may constitute a breach of the Agreement, resulting in the termination of the Agreement.  

• 66.  Robocalls. In all states or otherwise applicable areas where prohibited by law, a Consultant 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.

SECTION 10: COMPENSATION PLAN

• 67.  Bonus and Commission Qualifications. A Consultant must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as a Consultant complies with the Agreement, the Company shall pay commissions to such Consultant in accordance with the Compensation Plan. For details regarding active status, please refer to Section 71 and the Compensation Plan Summary. 

• • a.  Unicorn Distillery will not issue a payment to a Consultant without the receipt of all required paperwork, including, in the case of a business entity, a signed Business Entity Registration Form and supporting documentation. 

• • b.  Unicorn Distillery reserves the right to postpone bonus and commission payments until such time the cumulative amount exceeds $10. 

• 68.  Computation of Commissions and Discrepancies  

• • a.  In order to qualify to receive commissions and bonuses, a Consultant must be in good standing and comply with the terms of the Agreement. Commissions, bonuses, overrides, and achievement levels are calculated each month.  

• • b.  A Consultant must review each monthly statement and bonus/commission report promptly and report any discrepancies in writing to the Company within thirty (30) days of receipt. After the thirty-day “grace period,” no additional requests will be considered for commission, bonus, or other reward recalculations, except in the discretion of the Company.  The thirty-day grace period for Fast Start or Consultant Tasting Rewards begins one business day after the qualifying tasting is closed by placing the Host Order. 

• • c.  For additional information on payment of commissions, please review the Compensation Plan Summary located in the Unicorn Affiliate Portal and in Exhibit A of this document.

• 69.  Payment Processing. Unicorn Distillery uses an independent third-party payment processor (“Payment Processor”) to pay Commissions and Performance Bonuses earned by Consultants through the Compensation Plan. The Payment Processor will set up an account for Consultants (“Unicorn Account”) and will deposit monies owed to Consultants into their Unicorn Account. With the exception of certain Performance Bonus payments made on an exception basis, all Commissions or Performance Bonuses that Consultants may earn will be paid through this program. However, this payment processing service may be terminated or modified by the Company or the Payment Processor at any time upon notice as specified in these Policies & Procedures. CONSULTANTS WAIVE ANY AND ALL CLAIMS AGAINST THE COMPANY THE PAYMENT PROCESSOR AND THEIR OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS IN THE EVENT THAT THE COMPANY AND/OR ITS PAYMENT PROCESSOR MAKE AN ERROR THAT RESULTS IN AN UNDERPAYMENT OR OVERPAYMENT TO A CONSULTANT, AND EACH CONSULTANT AUTHORIZES THE COMPANY, THROUGH THE PAYMENT PROCESSOR, TO DEBIT OR CREDIT CONSULTANT’S ACCOUNT AS NECESSARY TO CORRECT ERRORS.   
• Consultant expressly authorizes that the following payment processor fees may be deducted from Unicorn Account funds:

• • i.  Monthly Platform Fee: $1.75 Personal Check Fee: $3.00 
  • ii.  Debit Card Transaction Fee: $1.50
  • iii.  Card Cost (if not loaded within 60 days): $2.95 
  • iv.  ACH Returned Charge (Incorrect bank account or routing number): $10.00 
  •   v.  Note:  There is not a Transaction Fee associated with ACH.

• 70.  Refund Adjustments. When a refund is issued to a Customer or Consultant under Sections 40 through 43 above, the qualifications, Commissions, and Performance Bonuses attributable to the returned product(s) upon which the refund(s) were issued will be deducted from the Consultant’s current and future qualifications, Commissions, and Performance Bonuses. These deductions will be made as soon as the month in which the refund was given and will continue every Commission Period thereafter until the Commissions and Performance Bonuses are recovered from the Consultant who received the Commissions and Performance Bonus on the sale of the returned product. In the event any Consultant terminates the applicable Agreement and the amounts of the Commissions and Performance Bonuses attributable to the refunded product(s) have not yet been fully recovered by Unicorn Distillery, the remainder of the outstanding balance may be set off against any earnings amounts owed to the terminated Consultant or against any refunds due the terminated Consultant.  

SECTION 11: TERMINATION OF AGREEMENT

• 71.  Behavior. Consultants represent the Unicorn Distillery brand any time they are working their Unicorn Distillery independent business, wearing or displaying the Unicorn Distillery logo, participating in a Unicorn Distillery event, holding themselves out as Independent Consultants on social media or otherwise, or consuming Unicorn Distillery Products. Consultants should behave in such a way that is consistent with the Unicorn Distillery Core Values, as described in Section 2 of these Policies & Procedures.
•  
  • a.  Disregard for or failure to behave in accordance with these Core Values constitutes a violation of the Agreement. Further, the failure to engage with and/or take corrective action at the request of Brand Standards also constitutes a violation of the Agreement.
• • b.  Violation of the Agreement also includes the violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Consultant that, in the sole discretion of the Company may damage its reputation or goodwill (such damaging act or omission need not be related to the Consultant’s Unicorn Distillery Business). 
• • c.  Any violation of the Agreement may result, at Unicorn Distillery’s discretion, in one or more corrective measures. These include but are not limited to: 

• • • i.  Issuance of a written warning or admonition; 
  • • ii.  Requiring the Consultant to take immediate corrective measures;
    •  
    • iii.  Withholding from a Consultant all or part of the Consultant’s earned Commissions and/or Performance Bonuses during the period that Unicorn Distillery is investigating any conduct allegedly in violation of the Agreement. If a violation is discovered and Consultant’s Unicorn Distillery Business is canceled for disciplinary reasons, then the Consultant will be entitled to recover any Commissions and/or Performance Bonuses that were rightfully earned but withheld during the investigation period, however, Company shall have the right to offset any and all costs associated with the investigation against any Commissions and/or Performance Bonuses owed to Consultant; 
    •  
    • iv.  Suspension of the individual’s Agreement and Unicorn Distillery Business during the period that Unicorn Distillery is investigating any conduct allegedly in violation of the Agreement;  
    • v.  Involuntary termination of the offender’s Agreement; 
  • • vi.  Suspension and/or termination of the Consulting Business Website or website access; or
    •  
    • vii.  Mediation as more fully described in the Dispute Resolution provision of the Independent Consultant Agreement. 
  • d.  In situations deemed appropriate by Unicorn Distillery, the Company may institute legal proceedings for monetary and/or equitable relief.
• • e.  The Company has no obligation to share evidence of Policies & Procedures violations with any Consultant, including in cases of termination, except as required by law.

• 72.  Involuntary Termination. Company may immediately terminate the Agreement in the event of any prohibited actual or attempted assignment of the Agreement, or Consultant’s misrepresentation relating to Company or Consultant’s Independent Business, or Consultant’s failure to engage with and/or take corrective action at the request of the Company’s Brand Standards department, or Consultant’s uncured breach of any provision of the Agreement. Company shall provide Consultant notice of such breach and Consultant shall have seven (7) days to cure such breach. If Company terminates the Agreement due to a breach by Consultant, the Company may reject any future reapplications by Consultant as a Consultant and pursue all applicable legal remedies. 
•  Unicorn Distillery reserves the right to terminate all Agreements upon fifteen (15) days written notice in the event that it elects to:(1) cease business operations;(2) dissolve as a corporate entity; or (3) terminate marketing of its products utilizing independent consultants.
• Company may, in its sole discretion, and to protect its rights and avoid potential damage to itself or others, suspend a Consultant’s ability to participate in the Affiliate Program while Company investigates an alleged breach of the Agreement.

• 73.  Voluntary Termination. A Unicorn Distillery Independent Consultant has the right to terminate this Agreement for any reason and by providing no less than fifteen (15) days prior written notice to Company.  If a Consultant who voluntarily terminates this Agreement is also enrolled in a Unicorn Distillery monthly vodka and tequila purchasing program, the Consultant’s participation in that program shall also be cancelled unless the Consultant uses the contact form at info@unicorndistillery.com to set up a new Customer Account and Unicorn Affiliate Program Membership.

• Notice of Termination. Company shall notify Consultant of suspension or termination of the Agreement by written notice to the Consultant’s last known mailing address or email address, and Consultant shall notify Company of termination of the Agreement by written notice to the Company at its principal place of business or via the contact form at info@unicorndistillery.com (the “Termination Notice”). The Termination Notice must include the Consultant’s name, address, and Consultant ID Number.   All written notices required by this Agreement to be given will be deemed effective three (3) business days after mailing or immediately if sent by email. Voluntary termination shall be effective no less than fifteen (15) days from the Termination Notice effective date.

• 75.  Events upon Termination. Upon termination of the Agreement, Consultant will (i) within five (5) business days pay all amounts due and owing to Unicorn Distillery; (ii) immediately cease representing the individual(s) or Business Entity as a Consultant of Company; and (iii) be ineligible to receive any compensation as a Consultant not earned as of the date of termination of the Agreement. Consultant hereby authorizes Company to withhold from any payments due to Consultant under the Compensation Plan any amounts due and owing to Company to the fullest extent allowed by applicable law.  Notwithstanding the foregoing, any amounts due and owing to Consultant shall be paid by Company within thirty (30) days from the Termination Notice effective date. 

• Consultant will immediately cease all use of Unicorn Distillery Intellectual Property (as defined in the Agreement) and Confidential Information (as defined in the Agreement and these Policies & Procedures) and will cease holding classes, workshops, tastings, and presentation or otherwise displaying, offering for sale or promoting Unicorn Distillery Products. 
• If the Consultant posts on any social media site on which the individual has previously self-identified as a Consultant, there must be a conspicuous disclosure accompanying such post that the individual is no longer a Unicorn Distillery Independent Consultant.  
• A Consultant whose Agreement is terminated for any reason will lose all Consultant rights, benefits and privileges. This includes the right to represent such individual as an Independent Unicorn Distillery Consultant, to market Unicorn Distillery Products and services and the right to receive commissions, bonuses, or other income resulting from Consultant’s own marketing efforts and the marketing efforts and other activities of the Consultant and the Consultant’s former Downline organization. There is no whole or partial refund for Business Starter Kits that are not currently marketable or for the Unicorn Affiliate Portal, replicated Consulting Business Website or renewal fees if a Consultant’s Agreement is cancelled after the anniversary date.

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

SECTION 12: TRANSFER AND DISTRIBUTION
OF INDEPENDENT CONSULTANT BUSINESSES

• 77.  Transfer of Agreement Upon Death. A Consultant may leave Consultant’s Unicorn Distillery Business to any heirs. Because Unicorn Distillery cannot divide bonuses or commissions among multiple beneficiaries or transferees, the beneficiaries or transferees must form a Business Entity (corporation, LLC, partnership, etc.), and Unicorn Distillery will transfer the business and issue commissions to the Business Entity. In the case of a business transfer via testamentary instrument, the beneficiary of the business must provide Unicorn Distillery with certified letters testamentary and written instructions of the trustee/personal representative of the estate, or an order of the court, that provides direction on the proper disposition of the business. The beneficiary must also execute and submit to the Company an Agreement within thirty (30) days from the date on which the business is transferred by the estate to the beneficiary or the Unicorn Distillery Business will be cancelled. 
•  78.  Business Distribution Upon Divorce. Unicorn Distillery is not able to divide bonuses or commissions among multiple parties, nor is it able to divide a Downline organization. Consequently, in the event a Consultant divorces Consultant’s spouse, any settlement or divorce decree must award the business in its entirety to one party. Unicorn Distillery will recognize as the owner of the business the former spouse to whom the business is awarded pursuant to a legally binding settlement agreement or decree of the court. The former spouse who receives the Unicorn Distillery Business must also execute and submit an Agreement within 30 days from the date on which the divorce becomes final or the business will be cancelled. The other spouse need not observe the six-month waiting period set forth in Section 37 above and may immediately enroll as a Consultant under any Mentor of choice. 

• 79.  Dissolution of a Business Entity. Unicorn Distillery is not able to divide commissions among multiple parties, nor is it able to divide a Downline organization. Consequently, in the event a business entity that is enrolled as a Business Entity Consultant dissolves, the owners of the business entity must instruct the Company on the identity of the proper party who is to receive and operate the Unicorn Distillery Business of the Business Entity Consultant. Such Unicorn Distillery Business shall be awarded to a single individual or entity that was previously recognized by the Company as an owner of the Business Entity; Unicorn Distillery will not divide the business among multiple parties or issue separate commission or bonus payments. If the Business Entity wishes to sell or transfer its Unicorn Distillery Business, it must do so pursuant to Section 80 below. In addition, the recipient of the Unicorn Distillery Business must also execute and submit an Agreement to the Company within thirty (30) days from the date of the dissolution of the Business Entity or the subject Unicorn Distillery Business will be cancelled. 

• 80.  Sale or Transfer of an Independent Business.  Requests to sell or transfer a Unicorn Distillery Business must be submitted in writing to the Company using the contact form at info@unicorndistillery.com. Such requests must be accompanied by the written approval of the transferor Consultant’s Mentor and two Upline leaders with the career title of Director or higher. In the event there are not two Upline leaders at this career title, consent must be obtained from the two highest career ranking Consultants in the Upline. Regardless of a Consultant obtaining the needed consent from Consultant’s Upline, Unicorn Distillery may approve or deny a business sale or transfer if, in the Company’s sole discretion, the Company determines that the buyer or transferee does not meet the Company’s terms and conditions as stated in the then-current Agreement. Approval of transfers is not effective unless given in writing by the Company. 

Approval of such requests is dependent on both the transferor Consultant and the transferee being in good standing. No business that is on disciplinary suspension or under investigation may be transferred unless and until the matter is resolved. Likewise, no Consultant who is on disciplinary suspension, or under investigation may be the beneficiary of a sale or transfer. A Consultant may not transfer or sell Consultant’s business to a spouse, relative, or household member while working a competing direct selling company. Any Consultants with an active Agreement or whose Agreement was active within the past six (6) months are prohibited from purchasing a Unicorn Distillery Business. 

 In extreme cases involving family members who are Consultants within the same Downline, Unicorn Distillery may authorize a position swap. Scenarios in which a position swap might be allowed include but are not limited to serious illness or accident, long-term disability, tragedy, or other circumstances involving significant life changes that impede the ability of one family member to continue running Consultant’s Unicorn Distillery Business. Requests for a position swap must follow the same procedures outlined above and are subject to the same Upline consent requirements. Regardless of a Consultant obtaining the needed consent from Consultant’s Upline, Unicorn Distillery may approve or deny a position swap if, in the Company’s sole discretion, the Company determines that the relevant parties do not meet the Company’s terms and conditions as stated in the then-current Agreement. 

 If a sale or transfer is approved under any circumstances, the buyer/transferee of the business must complete an Agreement before the transfer will be finalized by Unicorn Distillery.  Because Unicorn Distillery cannot split commissions earned in the same month, Unicorn Distillery will finalize the transfer after the end of the month in which the Agreement is submitted. At the end of the calendar year, Unicorn Distillery will issue a 1099 to the Consultant for any commissions paid for the months prior to the finalization of the transfer and to the buyer/transferee for any commissions paid for the months after the finalization of the transfer.  

SECTION 13: ADDITIONAL TERMS

• 81.  Additional Terms. If any provision of the Agreement is determined to be invalid or unenforceable, that determination will not affect any other provision of this Agreement and the provision in question will be modified by the reviewing arbitrator, court, agency, or other tribunal court so as to be rendered enforceable.  The Agreement in its current form, and as may be amended by Unicorn Distillery in the future, supersedes all prior communications, understandings and agreements between the parties and contains the entire agreement between the parties relating to its subject matter.