Section 15: Disciplinary Actions

Rights Conditioned Upon Performance

A Wellness Advocate’s rights under the Agreement are conditioned upon and subject to the Wellness Advocate's continued performance in accordance with the terms of the Agreement. Upon failure by a Wellness Advocate to perform his or her obligations as set forth in the Agreement, the Wellness Advocate's rights cease. dōTERRA may excuse a Wellness Advocate's non-performance in whole or in part without waiving its rights and remedies under the Agreement.

Possible Disciplinary Actions

If Wellness Advocates violate any of the terms and conditions of the Agreement or engage in any illegal, fraudulent, deceptive, or unethical business conduct, dōTERRA may, in its sole discretion, invoke any disciplinary action or actions that it deems appropriate. The potential disciplinary actions are:

a. Issue an oral and/or written warning or admonition to the Wellness Advocate;

b. Closely monitor the conduct of the Wellness Advocate over a specified period of time to ensure performance of the contractual duties;

c. Require the Wellness Advocate to provide dōTERRA with additional assurances that the Wellness Advocate’s performance will be in compliance with the Agreement. Further assurances may include requiring the Wellness Advocate to take certain actions in an effort to mitigate or correct non-performance;

d. Deny or suspend privileges that are awarded from time to time by dōTERRA or cease performing dōTERRA's obligations under the Agreement, including but not limited to, awards, recognition at corporate events or in corporate literature, participation in dōTERRA-sponsored events, placement of product orders, promotion within the dōTERRA Compensation Plan, access to dōTERRA information and genealogies, or the Wellness Advocate’s participation in other dōTERRA programs or opportunities;

e. Discontinue or limit payment of Bonuses from all or any part of the sales of the Wellness Advocate or the Wellness Advocate’s Organization;

f. Impose a fine, which may be imposed immediately or withheld from future Bonus or commission cheques;

g. Reassign all or part of the Wellness Advocate’s Organization;

h. Adjust the Wellness Advocate’s Wellness Advocate status;

i. Suspend the Wellness Advocate, which may result in termination or reinstatement with conditions or restrictions;

j. Terminate the Distributorship of the Wellness Advocate; or

k. Seek injunctive relief or other remedies available by law.

Investigation

The following procedure applies when dōTERRA investigates an alleged violation of the Agreement:

a. dōTERRA will either provide the Wellness Advocate with a verbal notice and/or send a written notice of the alleged breach of Agreement. Each Wellness Advocate agrees that the relationship between a Wellness Advocate and dōTERRA is entirely contractual. Accordingly, dōTERRA will neither honor nor respect any claim by a Wellness Advocate that the relationship is or has been quasi-contractual, has arisen by implication from any continuing practice or course of action, has been verbally authorized by an employee of dōTERRA in contradiction of the terms of the Agreement, or is otherwise implied in fact.

b. In a case when written notice is sent, dōTERRA will give the Wellness Advocate ten business days from the date of dispatch of a notification letter during which the Wellness Advocate may present all information relating to the incident for review by dōTERRA. dōTERRA reserves the right to prohibit activity (e.g. placing orders, sponsoring, modifying Wellness Advocate information, receiving Bonuses, etc.) by the Distributorship in question from the time notice is sent until a final dōTERRA decision is rendered.

c. On the basis of any information obtained from collateral sources and from dōTERRA's investigation of the statements and facts taken together with information submitted to dōTERRA during the response period, dōTERRA will make a final decision regarding the appropriate remedy, which may include the termination of the Agreement with the Wellness Advocate. dōTERRA will promptly notify the Wellness Advocate of its decision. Any remedies will be effective as of the date on which notice of dōTERRA's decision is dispatched.

Request for Termination

A Wellness Advocate may request to terminate the Agreement at any time and for any reason by sending a written notice of intent to terminate to dōTERRA. A Person whose Distributorship is terminated may not sign up again as a Wellness Advocate for six months from the date of last activity if the Wellness Advocate achieved the Rank of Premier or lower, unless approved by Company. If the Wellness Advocate has achieved the Rank of Silver or higher, the person must wait twelve months before signing up as a Wellness Advocate with dōTERRA. All obligations regarding confidentiality of information and the Wellness Advocate network survive termination of the Agreement, including but not limited to the obligations outlined in Section 8 and Section 13.

Voluntary Termination

When a Distributorship is voluntarily terminated, the account is placed in a suspended status for a period of twelve months from the date of last activity, after which period the account is actually terminated and removed from the genealogy tree. In other words, a suspended account stays in the genealogy tree until it is actually terminated by dōTERRA; there is no “roll-up” of downline during the suspension period. Due to the dōTERRA Compensation Plan’s compression, however, volume will roll-up past the suspended Wellness Advocate, allowing for maximum payout.

Termination for Convenience

dōTERRA reserves the right at any time to terminate for convenience in its sole discretion the Agreement upon thirty (30) days written notice. Notice shall be effective on the date on which written notice is mailed, emailed, faxed, or delivered byan express courier, to the Wellness Advocate’s last known address, email address or fax number, or to his/her counsel, or when the Wellness Advocate receives actual notice of cancellation, whichever occurs first. dōTERRA shall not be required to have any reason nor to prove any cause in order to terminate the Agreement with any Wellness Advocate. If and when any Agreement with any Wellness Advocate is terminated, the Wellness Advocate shall have no claim against dōTERRA, its affiliates or their respective, officers, directors, agents, employees, servants, and representatives nor any right to claim or collect lost profits, lost opportunities or any other damages. Termination will result in the loss of all benefits under the Agreement. The terms hereof are in satisfaction of any and all statutory and common law claims, including without limitation any right to reasonable notice of termination of the contractual relationship.

Inactivity

A Distributorship may be terminated by dōTERRA if the Distributorship is not Active or if the Annual Renewal Fee has not been paid.

Co-applicant Binds Distributorship

The act of any participant or co-applicant in a Distributorship, or spouse or partner of a Wellness Advocate, is attributable to the Distributorship and any remedies, including termination of the Agreement, necessitated by that act may be applied to the Distributorship generally.

Time Limitation on Claims Made

dōTERRA will not review any violation of the terms and conditions of the Agreement not brought to dōTERRA's attention within two years of the initiation of the alleged violation. Failure to report a violation within the two-year period will result in dōTERRA not pursuing the allegations in order to prevent stale claims from disrupting the ongoing business activities of Distributorships. All reports of violations must be in writing and sent to the attention of dōTERRA‘s legal department.

Action Against a Wellness Advocate

dōTERRA may take action against a Wellness Advocate as outlined in this Section 15 of the P&P and elsewhere in the Agreement if dōTERRA determines, in its sole discretion, that the Wellness Advocate's conduct or the conduct of any participant in the Distributorship is detrimental, disruptive, or damaging to the well-being or reputation of the Distributor network or dōTERRA.