LGL-3010.D – Software as a Service ("SaaS") Agreement
• Phone: +1 801-877-5055
• Email: legal@limbicarc.com
• Web: LimbicArc.com

LIMBIC ARC™, LLC

SOFTWARE AS A SERVICE (“SaaS”) AGREEMENT

This Agreement is between You and Limbic Arc (the “Company”). The Company may also be referred to as “We,” “Us,” or “Our.” An Affiliate is referred to as “Affiliate,” “You,” or “Your.” The Company and You together are the “Parties.”

1.    We strive to keep language clear and straightforward. When technical or legal terms are necessary, the following definitions explain their meaning:

1.1. “Aggregated Statistics" means anonymized and aggregated data derived from use of the Services.

1.2. "Authorized User" means Your employees who have access to the Services.

1.3. “Business Entity” means a corporation, partnership, limited liability company, trust, or other form of business organization other than a Sole Proprietorship or Partnership.

1.4. "Company IP” (Intellectual Property) means the Services and any statistics, information, data, or content derived from monitoring access to or use of the Services.

1.5. "Materials" means Company-provided documentation, presentations, training materials, and related content concerning the Services.

1.6. “Company Proprietary Materials” means materials We compile or develop, including, without limitation, the Services, Our databases of Customers and Affiliates, and Company intellectual property.

1.7. “Person” means an individual or Business Entity.

1.8. “Services” means the subscription services You purchase and all features, functionality, content, and benefits provided as part of those services.

1.9. "Subscriber Data" means information, data, and other content, that is transmitted by You or an Authorized User. It does NOT include Aggregated Statistics.

2.     

2.1. You may use the Services while Your subscription remains active and fees are paid. Your use is limited to Your personal use, and You may not provide access to others, including friends. We will provide passwords and links so You can access the Services.

2.2. We grant only You a license to use the Materials during the Term for only Your own use in connection with the Services.

2.3. You will only use the Services for the reasons specified in this Agreement. You will not allow anyone to: (i) copy, modify, or create derivative works of the Services, (ii) make the Services available to anyone else; (iii) try to gain access to any software component of the Services; (iv) remove any proprietary notices from the Services; or (v) use the Services for any purpose that violates the Intellectual Property rights of anyone else.

2.4. All rights not expressly granted to You are reserved by the Company, and the Company retains all right, title, and interest in and to its intellectual property.

2.5. We may temporarily suspend access to the Services if: (A) there is a threat to Company IP; (B) Your use creates a security risk; (C) the Services are used for fraudulent or unlawful activity; or (D) You become insolvent or subject to bankruptcy proceedings. We will use reasonable efforts to provide notice and restore access when appropriate. The Company is not liable for losses resulting from such suspension.

2.6. We may monitor Your use of the Services and collect usage data and statistics. Such aggregated and anonymized statistics are Our property, and You agree that We may use them for any lawful purpose.

3.     

3.1. You agree to pay the monthly subscription fee, and that the monthly subscription fee will be automatically renewed every month on approximately the monthly purchase anniversary date unless You cancel prior to the end of the then-current subscription period.

3.2. Because We accept only credit and debit cards, if Your monthly subscription charge is declined, We may suspend Your access to the Services.

3.3. We may increase the monthly subscription fee at Our reasonable discretion. We will provide at least 30 days’ notice before any price increase becomes effective.

3.4. You may not use another person’s credit or debit card for Your subscription to the Services.

3.5. You are responsible for all sales, use, and excise taxes on any amounts on Your purchase.

3.6. We retain all right, title, and interest in and to the Services and all related materials and content We create or compile, including databases and proprietary information. You retain ownership of any content You submit. You agree not to use Our materials in any manner inconsistent with Our ownership or rights.

3.7. If You submit comments, suggestions, or other feedback regarding the Services or any of Our materials, You agree that We are free to use, implement, and incorporate such feedback without obligation or compensation to You.

4.     

4.1. LIMITED WARRANTY. We will try to maintain the Services in a manner that minimizes errors and interruptions in the Services, but sometimes emergency maintenance is needed. If Services are temporarily unavailable, we will try to provide advance notice of service disruptions. WE DISCLAIM ALL WARRANTIES FOR PRODUCTS WE DO NOT PRODUCE.

4.2. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5.1, THE SERVICES AND OTHER COMPANY IP IS PROVIDED "AS IS," AND COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 6.1, COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE COMPANY IP, OR ANY PRODUCTS WILL MEET SUBSCRIBER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

4.3. Upon Your notice of any noncompliance with the limited warranty described in Section 5.1, We will make commercially reasonable efforts to correct the issue. The remedies set forth in Section 5.4 are Your sole and exclusive remedy and the Company’s sole liability under the limited warranty in Section 5.1.

5.     

5.1.  

5.1.1.   We will indemnify You from any losses You incur from any third-party claim, alleging that the Services infringes on the third party's United States Intellectual Property rights so long as You promptly notify Us of the claim in writing, and You allow Us to control the defense and settlement of the claim.

5.1.2.   If an infringement claim appears likely You will allow Us to (i) modify or replace the Services, or any part of the Services to make it non-infringing, or (ii) obtain the right for You to continue use. If We determine that neither alternative is reasonably available, We may terminate any part of this Agreement or terminate it completely.

5.1.3.   This Section 6.1 will not apply if the alleged infringement arises from: (i) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; (ii) modifications to the Services not made by Company; (iii) Your Data; or (iv) Third-Party Products.

5.2. You shall indemnify, defend, and hold harmless the Company from and against any losses, damages, liabilities, and costs, including reasonable attorneys’ fees, arising from any third party claim alleging that Your Data, or use of Your Data in accordance with this Agreement, infringes or misappropriates a third party’s intellectual property rights, and from any third party claims arising out of: (i) Your or any Authorized User’s negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided or authorized by the Company in writing; or (iv) modifications to the Services not made by the Company. You may not settle any claim without the Company’s prior written consent. The Company reserves the right, at Your expense, to assume control of the defense and settlement of any such claim or to participate in the defense with counsel of its choosing.

5.3. SOLE REMEDY. THIS SECTION SETS FORTH SUBSCRIBER'S SOLE REMEDY AND COMPANY'S SOLE LIABILITY AND OBLIGATION FOR ANY ALLEGED CLAIMS THAT THE SERVICES INFRINGE RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL COMPANY’S LIABILITY UNDER THIS SECTION 5 EXCEED THE AMOUNT OF FEES YOU PAID DURING THE TWELVE-MONTH PERIOD PRECEDING ASSERTION OF THE CLAIM.

6.     

6.1. YOU AGREE TO WAIVE CLAIMS AGAINST US FOR: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) LOSS OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, REGARDLESS WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR IF THEY WERE FORESEEABLE. OUR LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.     

7.1. This Agreement is provided on a month-to-month basis and will automatically renew each month unless it is canceled in accordance with its terms.

7.2. We may cancel this Agreement if:

7.2.1.   You fail to pay the subscription fee when due; or (ii) You breach any of Your obligations under Section 2.3, Section 3, or Section 4; Either of us may terminate this Agreement, if the other Party breaches this Agreement, and the breach: (1) can’t be fixed; or (2) remains unfixed for thirty days after the non-breaching Party provides the breaching Party with written notice of the breach; or

7.2.2.   Either Party may terminate this Agreement, immediately upon written notice to the other Party, if the other Party: (i) is generally unable to pay its debts as they become due; (iii) tries to assign this Agreement to its creditors; or (iv) is placed in a receivership.

7.3. SURVIVAL. Section 8, and all payment obligations shall survive the termination or expiration of this Agreement. In addition, any provisions that by their nature should survive termination shall survive after the termination of the Agreement, shall survive the termination of the Agreement.

8.     

8.1. This Agreement is integrated. A tribunal, including a court or arbitration panel, will not consider prior or contemporaneous representations, communications, or promises when interpreting its terms.  

8.2. Tribunals apply rules of construction when interpreting contracts. This Agreement shall be interpreted without regard to any presumption against the drafting party.

8.3. Any notice to be given to Us under the Agreement must be in writing and is considered given when transmitted by email, one day after the date of that email, or if mailed, five days after the date of mailing to the address of the Company’s headquarters at 30 E Broadway STE 203 PMP 1141, Salt Lake City, UT 84111-2384 or to legal@limbicarc.com.

8.4. We are not responsible for any delay or failure to perform resulting from events beyond Our reasonable control, commonly referred to as force majeure events. These include, without limitation, internet service provider or hosting outages, utility failures, technology malfunctions, cyberattacks, human error, acts of God, natural disasters such as flood, fire, earthquake, or severe weather, public health emergencies including pandemics and epidemics, explosions, war, terrorism, invasion, civil unrest or riots, strikes, labor disputes or slowdowns, supply chain disruptions, failures of third party services, or the enactment of laws or actions by governmental or public authorities, including embargoes or restrictions. If such an event prevents performance, We will not be deemed in breach of this Agreement.

8.5. AGREEMENT CHANGES. We may change the Agreement with 30-days’ notice. The changes will be posted in the Affiliate Back Office and will be emailed to Customers, but changes will not apply to actions taken before the change is effective.

8.6. If We grant an exception under this Agreement, it applies only to the specific instance for which it is granted and does not constitute a waiver of, or precedent for, future enforcement of this Agreement.

8.7. If any provision of this Agreement is unenforceable, only the unenforceable provision will be stricken. The rest of the Agreement shall remain in effect.

8.8. The law of Utah governs this Agreement.

8.9. Any Dispute by an Affiliate or former Affiliate arising out of or related to this Agreement, or the licenses granted hereunder, are subject to mediation and binding arbitration in accordance with the Arbitration and Dispute Resolution policy.

8.10.              You may not assign any of Your rights under this Agreement. Any effort to do so is null. This Agreement is binding on the Parties and their respective permitted successors and assigns. However, if the Company is sold, We may assign all Agreements with Affiliates to the buyer, and We will not be in breach of the Agreement if We do so.

8.11.              Each party acknowledges and agrees that a breach or threatened breach of Section 3 of this Agreement or of Sections 2.3 and/or 4 of this Agreement, would cause Us irreparable harm for which monetary damages would not be an adequate remedy. You agree that if such breach or threatened breach occurs, We will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement that We post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. This remedy is in addition to all other remedies that may be available at law, in equity, or otherwise.

9.    THIRD PARTY CLAIMS. If an Affiliate or Customer becomes aware of any claim alleging infringement of a third party’s proprietary rights arising from the Company’s proprietary assets, or if an Affiliate becomes the subject of a claim related to his or her business conduct, the Affiliate or Customer must promptly notify the Company. The Company may take any action it deems necessary to protect its interests, including assuming control of litigation or settlement discussions. The Affiliate or Customer will not take any action with respect to such claim without the Company’s prior consent, which will not be unreasonably withheld.

MEDIATION & ARBITRATION

WHAT IS MANDATORY ARBITRATION. To expedite the resolution of all Disputes, the Company has instituted a mandatory arbitration procedure. Arbitration is the referral of a Dispute to an impartial third party selected by You and the Company. The Arbitration and Dispute Resolution Policy can be found on the Compliance & Legal section of Limbic Arc’s website. It is incorporated by reference into this SaaS Agreement.

An arbitrator acts as a judge, listens to the parties’ evidence, and renders a decision. The arbitrator’s decision is binding and results in a judgment that is enforceable in a court of law. The object of arbitration is the final disposition of differences between the Parties in a faster, less expensive manner than is available in court proceedings. For ease of reference, the party initiating arbitration is called the “Petitioner” and the party(s) against whom the Petitioner has a grievance is the “Respondent(s).”

LGL-3010.D – Limbic Arc Privacy Policy
• Phone: +1 801-877-5055
• Email: legal@limbicarc.com
• Web: LimbicArc.com

LIMBIC ARC™, LLC
WEBSITE AND BACK OFFICE PRIVACY POLICY 

You have entered the Back Office of a Limbic Arc Independent Affiliate, the corporate website of Limbic Arc, LLC (referred to herein as “Limbic Arc”, “our”, “us”, or “we”). The Site is operated by Limbic Arc and is hosted on the server of Limbic Arc’s third-party technology provider. All information you submit on this Site is accessible by Limbic Arc and non-financial information is accessible by your Enroller. By visiting this Site and providing information to Limbic Arc, you consent to the following Privacy Policy, use, and disclosure of information.

INFORMATION COLLECTION

Personally Identifiable Information

Through your use of or visits to the Site, you may be required or requested to provide personally identifiable information to us. Personally identifiable information is any piece of information that can potentially be used to uniquely identify, contact, or locate a single person including names, addresses, email addresses, telephone numbers, social security or tax identification numbers, and credit card or banking information.

Affiliate and Customer Information

To become a Customer or Affiliate, you must provide biographical and contact information (such as name, billing address, telephone number, and email address) to us. Affiliate applicants must also provide personal information such as an applicant’s Social Security Number or Federal Tax ID Number so that we may prepare and file necessary non-employee compensation forms for the IRS. Customers and Affiliates are also required to provide payment information (such as credit card, debit card, or checking account information). We use this information to maintain contact with Customer and Affiliates, to process their orders, and for billing purposes.

INFORMATION USE & SHARING

Personally Identifiable Information

Limbic Arc DOES NOT share personally identifiable information except as provided herein or with contracted service providers as may be necessary to: (a) process orders and/or returns and obtain payment; (b) complete an enrollment as an Affiliate or customer; (c) maintain our genealogy database; (d) issue payment and report income to taxing authorities; (e) maintain communication with you; (f) to assist law enforcement in an investigation, (g) inform your upline Affiliates of your contact information so that they can manage their downline businesses and/or (h) with service providers as necessary to engage in compliance actions. We also provide personally identifiable information: (a) to upline Affiliate(s) as described in the Genealogy Information section; (b) to assign a sales or enrollment lead to an Affiliate; (c) to governmental agencies as required pursuant to law.

Genealogy Information

As a network-marketing company, Limbic Arc provides certain information to Affiliates regarding the other Customers and Affiliates enrolled in an Affiliate’s downline organization. If you enroll as a Customer or Affiliate with Limbic Arc, your name, customer ID#, email address, telephone number, and sales volume information will be provided to your Enroller. Your name, customer ID#, and sales volume information will be available as part of reporting to other upline Affiliates. Information relating to downline Affiliates is made available to Limbic Arc Affiliate subject to a confidentiality and non-solicitation covenant in the agreement that each Affiliate enters with Limbic Arc. However Limbic Arc does not warrant that other Affiliates will adhere to the confidentiality and non-solicitation covenants, and Limbic Arc shall not be responsible for Affiliates’ violation of these covenants.

Sales Information

If you subscribe using an Affiliate’s Replicated Website, we will provide the Affiliate to whom this Site is assigned with your name, contact information, a description of the item(s) purchased, and the sales volume associated with the purchase. No other personally identifiable information will be shared with the Affiliate.

Compliance Actions

If you are the subject of an investigation or action by Limbic Arc’s Compliance Department, we will share your personal information with your upline and downline and notify them of the allegations, evidence, and the resolution and disposition of the matter.

Aggregate Information (non-personally identifiable)

Limbic Arc may share aggregated demographic information with our partners, vendors, suppliers, third party providers, and advertisers. This is not linked to any personally identifiable information.

Business Transitions

If Limbic Arc goes through a business transition, such as being acquired by another company, or selling all or part of its assets, the personal information of Customers and Affiliates will, in most instances, be part of the assets transferred. In such a case your personally identifiable information will be subject to the privacy policy of the entity that acquires Limbic Arc.

Lead Assignment

Limbic Arc occasionally will assign prospective sales and new Affiliate leads to Affiliates. In these cases, we will provide the lead with the appropriate Affiliate’s name and contact information and/or provide an Affiliate with the prospective lead’s name and contact information.

Legally Required Law Enforcement, Judicial, and Administrative Agency Disclosures

Limbic Arc will provide confidential and personally identifiable information as necessary to comply with judicial and administrative orders, subpoenas, Civil or Criminal Investigative Demands, Administrative and Regulatory Demands, and other legal obligations. For Limbic Arc to conduct business in certain jurisdictions, Limbic Arc may be called upon to disclose certain personally identifiable and confidential information to regulatory authorities in those jurisdictions. Such information may include, but is not limited to, income information and personally identifiable information. We will provide such information as we deem necessary.

Surveys

It may become necessary to conduct surveys of our Customers or Affiliates. Should we deem it necessary to conduct a survey, we may outsource the survey to a third party. We will provide the third-party surveyor with your personal information as is necessary for the third-party surveyor to conduct the survey and to those third parties who are engaged to review and analyze the results of the survey. We will not provide your social security number, credit card, or banking information to the surveyor.

COMMUNICATIONS FROM US

Special Offers and Updates

Limbic Arc sends all new Customers and Affiliates a welcome email to verify account creation and information about using their account. All Customers and Affiliates will occasionally receive information on the Limbic Arc business, training, webinars, products, services, special deals, and a newsletter.

Service Announcements

On rare occasions, it is necessary to send out a strictly service-related announcement. For instance, if our service is temporarily suspended for maintenance, we might send Affiliates and/or Customers an email. Generally, Affiliates may not opt out of these communications, though they can deactivate their account. However, these communications are not promotional in nature.

Customer and Affiliate Service

Limbic Arc communicates with Customers and Affiliates via email, online chat, text message, and telephone to provide requested services and regarding issues relating to their Limbic Arc business and products. Limbic Arc communicates with customers with respect to products or services purchased by such customers from Limbic Arc. Such communications may be by email, regular mail, text message, or telephone. Limbic Arc also communicates with Affiliates through news and banners in Affiliates’ Back Office. Text rates may apply.

MISCELLANEOUS

Dispute Resolution

While we certainly hope that we never have a dispute with our visitors, if the unfortunate circumstance arises that we have a dispute that arises from or relates to your privacy rights or this privacy policy, you agree that we will first seek to resolve the dispute informally. You will notify us of the dispute within 90 days from which you first learn of the dispute by submitting an email to legal@limbicarc.com. Your notice must specify all facts you claim support your claim and a statement indicating what you believe is a fair resolution to your dispute. If we do not successfully resolve the dispute informally within 60 days from the date on which you submit your dispute notice, you agree that subject to the exceptions listed below, all disputes (including questions whether a dispute is subject to arbitration) will be resolved through confidential binding arbitration. You also agree to waive all rights to pursue class action lawsuits, class-wide arbitrations, and any other proceeding in which someone acts in a representative capacity against Limbic Arc. You further waive all rights to combine proceedings with the claim(s) of any other individual or entity. All arbitration will be held in Lindon, Utah, USA and administered by JAMS Endispute according to its Streamlined Rules of Arbitration, available at https://www.jamsadr.com/rules-streamlined-arbitration/. Arbitration shall be governed by the Federal Arbitration Act and the law of the State of Utah.

Disputes not covered by this Class Action Waiver and Arbitration Agreement:

·      Any action you bring if you have properly opted-out of arbitration. You may opt out by sending an email opting-out of the Class Action and Arbitration Agreement to legal@limbicarc.com. You must submit your opt-out notice within five days from the date of first visit the Site.

·      If your claim is within the jurisdictional limits of the small claims court in which you reside, you may pursue an action in your local small claims court.

·      If you are a Limbic Arc Independent Affiliate and you combine a claim that is covered by this Arbitration and Class Action Waiver with a claim to which the Limbic Arc’s arbitration and dispute resolution policy for Affiliate disputes applies, the disputes will be combined and resolved according to Limbic Arc’s Arbitration and Dispute Resolution Policy contained in Limbic Arc’s Terms & Policies that are applicable to Limbic Arc independent Affiliates.

To institute informal dispute process, submit a Dispute Notice to legal@limbicarc.com.

Changes to this Privacy Policy

Limbic Arc reserves the right to amend or change this Privacy Policy at any time as is reasonably necessary. When material changes or amendments are made to the Privacy Policy, we will announce the same under the Privacy Policy tab for a period of at least 30 days prior to implementation of the amended Privacy Policy. Current and proposed versions of each of the Privacy Policy is available in the Compliance & Legal section of our website.

Links

Limbic Arc’s websites may contain links to or from other sites. Please be aware that Limbic Arc is not responsible for the privacy practices of such other sites. We encourage users to be aware when they leave our site and to read the privacy statements of each, and every website that collects personally identifiable information. This privacy statement applies solely to information collected by Limbic Arc websites.

California Residents (click here to see your privacy rights)

California Online Privacy Protection Act Compliance

Because we value your privacy, we have taken the necessary precautions to comply with the California Online Privacy Protection Act. We therefore will not distribute your personal information to outside parties without your consent.

Children’s Online Privacy Protection Act (CalOPPA) Compliance

We comply with the requirements of CalOPPA and do not knowingly collect any information from anyone under 13 years of age. Our website, products, and services are all directed to people who are at least 13 years old or older.

Online Privacy Policy Only

This online privacy policy applies only to information collected through our website and not to information collected offline.

Questions

Questions regarding this Privacy Policy should be directed to legal@limbicarc.com.

Effective Date

The effective date of this Privacy Policy is June 2023.

LGL-3058.B – Limbic Arc Arbitration & Dispute Resolution Policy
• Phone: +1 801-877-5055
• Email: legal@limbicarc.com
• Web: LimbicArc.com

LIMBIC ARC™, LLC
ARBITRATION & DISPUTE RESOLUTION POLICY

1. Dispute Resolution. If a Dispute between an Affiliate (“Affiliate,” “You,” or “Your”), a Customer (“Customer” “You” or “Your” and Limbic Arc arises from or relates to the Agreement and/or the SaaS Agreement, the Limbic Arc business, or the rights and obligations of a Party, (a “Dispute”), the Parties shall resolve the Dispute as set forth in this Arbitration & Dispute Resolution Policy.

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

a. Stages of Dispute Resolution & General Dispute Resolution Procedures. Disputes shall be resolved according to the three-step procedure of (a) informal negotiation; (b) mediation; and (c) trial before a court for claims under $50,000.00 so long as equitable relief is not sought (except as set forth below), or binding arbitration if the claim is for $50,000.00 or more or if equitable relief is claimed. IF A CLAIM SEEKS DAMAGES FOR $50,000.00 OR MORE OR SEEKS EQUITABLE RELIEF (EXCEPT AS SET FORTH BELOW), THE PARTIES AGREE TO RESOLVE THE DISPUTE THROUGH BINDING ARBITRATION AND WAIVE CLAIMS TO A TRIAL BEFORE ANY COURT OR JURY. The following shall apply to all proceedings under this Dispute resolution provision:

· Any claim a Party has against the other must be brought within one year from the date on which the first act or omission supporting or giving rise to the claim occurred. In cases in which informal negotiation is required, once informal negotiation is requested in writing this one-year limitation of action provision shall be tolled until the completion of the mediation phase of this provision and for ten calendar days thereafter.

· At no time prior to the negotiation and mediation procedures below are completed shall either Party initiate arbitration or litigation related to the Agreement, the SaaS Agreement or the business except as may be specified otherwise in this Dispute resolution provision.

· All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation and/or mediation by any of the Parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation and/or mediation.

· Informal negotiations and mediation shall occur in Lindon, State of Utah unless the Parties mutually agree on another forum. Informal negotiations and mediation may take place telephonically if either Party requests such.

· Each Party shall be responsible for its own attorney’s fees, expert, professional and witness fees incurred in pursuing any claim, regardless of the forum.

· If litigation is filed in court the action may be brought in the jurisdiction in which either Party resides or has its principal place of business.

· Unless otherwise agreed upon by the Parties, if arbitration is filed all arbitration proceedings shall be filed and held in Lindon, State of Utah.

Step 1 - Informal Negotiation. The Parties shall attempt in good faith to resolve any Dispute arising out of or relating to this Agreement or the Company’s business promptly by negotiation between the aggrieved Affiliate(s) and executives of the Company who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. A Party may, at its election, choose to be accompanied in such negotiation by an attorney. If one Party elects to have its attorney present, the other Party must also agree to have its attorney present if that Party has retained counsel.

To institute the negotiation process, a Party may give the other Party written Notice of Dispute of any Dispute not resolved in the normal course of business. Within 10 days after delivery of the Notice, the recipient of the Notice shall submit to the other a written response. The Notice and Response shall include with reasonable particularity (a) a statement of each Party’s position and a summary of legal and factual arguments supporting that position, and (b) the name and title of the executive and attorney who will accompany that Party (if applicable), or the name of the Affiliate or Customer and his/her attorney (if applicable) who will accompany him/her in the negotiation. Within 20 days after delivery of the Notice, the Parties and the attorneys (if applicable) of both Parties shall meet at a mutually acceptable time and place. Such meeting may occur telephonically if one Party requests that the meeting be held telephonically.

Unless otherwise agreed in writing by the negotiating Parties, mediation may be commenced one business day following the close of the negotiation phase described above. The negotiation phase is “closed” when one Party notifies the other in writing that it considers the negotiation “closed” so long as negotiation has taken place. Such closure shall not preclude continuing or later negotiations if desired by both Parties.

Step 2 – Mediation. If the Parties are unsuccessful in resolving their Dispute through good faith negotiation, they shall seek to resolve the Dispute through mediation. The Party asserting the dispute shall submit a written request for mediation to the other Party within 10 calendar days after the negotiation phase is completed. The Parties shall have 30 days following such request to select a mutually acceptable mediator. If the Parties cannot agree on a mutually acceptable mediator, they shall apply to JAMS to have a neutral mediator appointed.

Mediation shall be conducted within 30 days from the date on which the mediator is selected or appointed or as otherwise agreed upon by the Parties and the mediator.

Unless otherwise agreed upon by the Parties, the mediation shall be closed 30 days following the completion of the mediation.

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

Step 3(b) – Claims for $50,000.00 or more and/or claims seeking equitable relief – Confidential Arbitration. If a claim seeks $50,000.00 or more, and/or seeks equitable relief, but the Parties do not successfully resolve their Dispute through the negotiation or mediation procedures above, the Dispute shall be resolved through confidential binding arbitration as set forth below.

Step 3(c) – Equitable Relief. If equitable relief is specifically authorized by federal or state statute, the Parties agree that an action may be brought before the district court in the county in which either Party resides or has its principal place of business so long as the relief sought is limited to equitable relief that is specifically authorized by federal or state statute. The confidentiality provisions and corresponding liquidated damage provisions for breach of the confidentiality provision contained in this Dispute resolution policy shall remain in effect for claims and actions asserted under this Step 3(c) unless an action is brought before a court as specifically permitted pursuant to this subsection and the disclosure is related solely to material that is not filed with the court under seal. Affiliates agree and stipulate that any violation of Policies 29-31 (inclusive) will cause Limbic Arc irreparable harm for which there is no adequate remedy at law, and that the harm to the Limbic Arc if no equitable relief is awarded will outweigh any potential harm to Affiliate. Therefore, Limbic Arc shall be entitled to immediate and permanent equitable relief to prevent further violation in addition to recovering any actual damages it incurs.

b. JAMS to Administer Arbitration. The arbitration shall be filed with and administered by JAMS in accordance with its Comprehensive Rules and Procedures, which are available on JAMS’ website at https://www.jamsadr.com/rules-comprehensive-arbitration/. Copies of JAMS Rules and Procedures will also be emailed to Affiliates and Customers upon request to Limbic Arc’s customer Service Department. Notwithstanding the rules of JAMS, unless otherwise stipulated by the Parties, the following shall apply to all Arbitration actions:

· The Federal Rules of Evidence shall apply in all cases;

· The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;

· The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;

· The arbitration hearing shall commence no later than 500 days from the date on which the arbitrator is appointed, and shall last no more than five business days;

· The Parties shall be allotted equal time to present their respective cases;

· An Arbitrator's Award will consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based;

· Any Dispute relating to whether the Dispute is subject to arbitration shall be decided by through arbitration.

· The Parties shall divide the arbitrator’s fees evenly.

c. Confidentiality. With the exception of discussing the claims with their respective attorneys and with bona fide witnesses to the Dispute, neither Party shall verbally or in writing discuss, publish, or otherwise disseminate the claims, allegations, merits, evidence, positions, pleadings, testimony, rulings, awards, orders, issues, or any other aspect of the Dispute to any third Party, including but not limited to disclosure on the internet or on any social media or blog platform, prior to, during, or after any phase of the Dispute resolution process unless a specific exemption contained in this Dispute resolution provision applies. Nothing in this provision shall prohibit or limit the Company from discussing any compliance matter and/or its resolution with the upline of an Affiliate who has received disciplinary action by the Company.

d. Arbitration Opt-Out. If an Affiliate or Customer does not want to be subject to this Arbitration Provision may opt out by notifying Limbic Arc in writing of its desire to opt out of this Arbitration Provision within 30 days of the Affiliate’s execution of the Agreement or the SaaS Agreement. Acceptable forms of notice include sending electronic mail to legal@limbicarc.com. 

e. Disputes Not Subject the Three-Step Dispute Resolution Procedure. A Party need not go through the informal negotiation or mediation steps in the following situations:

· Action to Enforce Arbitration Award or Order. A Party may bring an action in a court properly vested with jurisdiction to enforce an Arbitration award or order, including but not limited to an order for emergency relief.

· Petitions for Emergency Relief. If a Party deems it necessary to seek emergency relief to protect its interests, it may seek emergency relief as set forth in this arbitration provision without engaging in the negotiation provision mediation process set forth above. Notwithstanding the foregoing, the Parties are encouraged, but not required, to engage in negotiation and or mediation concurrently with any pending request for emergency relief.

· Equitable Relief. If equitable relief is authorized by federal or state statute, an action may be brought before a court properly vested with jurisdiction over the Parties so long as: (a) the relief sought is limited to equitable relief that is authorized by federal or state statute; and (b) the equitable relief is unavailable through arbitration proceedings.

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

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

g. Emergency Relief. Either Party may bring an action before JAMS seeking emergency relief to protect its intellectual property rights, including but not limited to protecting its rights pursuant to the non-solicitation provisions of these policies. A claim or cause of action seeking emergency relief shall be brought pursuant to the Emergency Relief Procedures in JAMS Comprehensive Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/#Rule%202, or by contacting the company at legal@limbicarc.com. 

2. Class Action Waiver. All Disputes, whether pursued through arbitration or before the courts, that arise from or relate to the Agreement or the SaaS Agreement, that arise from or relate to the Limbic Arc business, or that arise from or relate to the relationship between the Parties, or that relate to the software provided by the Company, shall be brought and proceed on an individual basis. The Parties waive their rights to pursue any action against the Company and/or its respective owners, officers, directors and agents, on a class or consolidated basis. You may opt out of this class action waiver if You wish by submitting written notice to the Company of Your desire to opt out within 30 days from the date on which You enroll as an Affiliate or execute the SaaS Agreement. Submit Your written opt-out notice to the Company at legal@limbicarc.com.

3. Governing Law. The Federal Arbitration Act shall govern all matters relating to arbitration. Except as is otherwise specifically referenced in the policies, the law of the State of Utah without regard to principals of conflicts of laws, shall govern all other matters relating to or arising from the Agreement, the SaaS Agreement, the business, the relationship between the Parties, or any other claim between the Parties, whether such claim is grounded in contract, tort, warranty or any other theory of law. Notwithstanding the foregoing, if a Dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court resides shall apply. 

4. Damages for Wrongful Termination. In any case which arises from or relates to the wrongful termination of an Affiliate’s Agreement and/or an independent business the Services, the Parties agree that damages will be extremely difficult to ascertain. Therefore, the Parties stipulate that if the involuntary termination of an Affiliate’s Agreement and/or the loss of their independent business is proven and held to be wrongful under any theory of law, Affiliate’s sole remedy shall be liquidated damages calculated as follows: 

· For Affiliates earning up to $10,000.00 in the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to Limbic Arc’s Compensation Plan in the twelve (12) months immediately preceding the termination.

· For Affiliates earning between $10,000.01 and $20,000.00 during the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to Limbic Arc’s Compensation Plan in the twenty-four (24) months immediately preceding the termination.

· For Affiliates earning more than $20,000.00 in the 12-calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to Limbic Arc’s Compensation Plan in the 36 months immediately preceding the termination.

h. Liquidated Damages for Breach of the Confidentiality Obligation. If a Party violates its confidentiality obligations under this arbitration provision, the nonbreaching Party shall incur significant damages to its reputation and goodwill that shall not be readily calculable. Therefore, if a Party, its attorneys, agents, or a proxy of a Party breaches the confidentiality provision of this Dispute resolution provision, the following shall apply:

· The non-breaching Party shall be entitled to liquidated damages in the amount of $10,000.00 per violation, or $50,000 per violation if the disclosure is published on the internet, including but not limited to disclosure on any website or on any social media forum. Every disclosure of each claim, allegation, pleading, or other prohibited disclosure shall constitute a separate violation. Notwithstanding this confidentiality and liquidated damage provision, nothing herein shall limit the right or ability of a Party to disclose evidence, claims or allegations relating to the Dispute to their attorney or any individual who is, or who may be, a bona fide witness in the Dispute. Similarly, nothing shall prohibit the Company from discussing the matter with the upline Affiliates of an Affiliate who has a Dispute with the Company. The Parties agree that this liquidated damage amount is reasonable and waive all claims and defenses that it constitutes a penalty; AND

· Breach of the confidentiality provision by disseminating or publishing  information described in subparagraph c. above through any form of mass media (including but not limited to posting on the Internet or on any social media platform) by a Party, a Party’s agent, or a Party’s proxy shall constitute an act of wanton and gross bad faith, and shall constitute a waiver of the beaching Party’s right to pursue the claim(s) and/or defense(s) against the non-breaching Party, and shall entitle the non-breaching Party to a default judgment against the breaching Party.

5. DAMAGE WAIVER. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS OR REVENUES, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THE AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, WARRANTY OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

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

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

LGL-3043.C – Limbic Arc Terms & Policies
• Phone: +1 801-877-5055
• Email: legal@limbicarc.com
• Web: LimbicArc.com

Limbic Arc™, LLC
Terms & Policies

1.    Parties. Independent Affiliates shall be referred to herein as “Affiliate”, “You”, or “Your”. Limbic Arc, LLC shall be referred to as “Limbic Arc” or the “Company.”

2.    Construction.

·     The singular shall include the plural and the masculine shall include the feminine, and vice versa;

·     Policy headings are for reference purposes only and shall not be given substantive effect;

·     Affiliates have had the opportunity to confer with counsel, so no interpretation shall favor the drafting party.

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

4.    Affiliates’ Rights. As an independent Affiliate for Limbic Arc, Affiliate has the rights to solicit orders for Limbic Arc products;

·     to sell Limbic Arc products;

·     to participate in Limbic Arc’s compensation plan if Affiliate qualifies; and

·     to Recruit new Affiliates and build a sales organization.

5.    Adherence to the Agreement. Affiliates must comply with the Agreement. If Affiliate has not yet reviewed the Terms & Policies at the time Affiliate executes this Agreement, they are posted in Affiliate’s Back Office. Affiliate must review the Terms & Policies within five days from the date on which Affiliate executes this Agreement. If Affiliate does not agree to the Terms & Policies, Affiliate’s recourse is to notify the Company and cancel their Limbic Arc Agreement. Failure to cancel constitutes Affiliate’s acceptance of the Terms & Policies. Affiliate must not be in violation of the Agreement to be eligible for bonuses or commissions from Limbic Arc.

6.    Definitions. The following meanings as used in the Agreement shall be ascribed to these terms:

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

·     “Agreement” – The contract between Limbic Arc and Affiliates. It is comprised of: 1) the Affiliate Application & Agreement; 2) these Terms & Policies; 3) the Arbitration & Dispute Resolution Policy; 4) The Business Entity Addendum (applicable only to Affiliates that operate as a Business Entity; and 5) the Limbic Arc Compensation Plan, each in their current forms and as modified in the future. The most current version of each of these documents are available in the Compliance & Legal section of the Company’s website. The Agreement is a contract, so you should be certain you understand each provision before you execute the Agreement. You may retain counsel to assist you if you wish.

·     “Bonus Buying” – the purchase to qualify for rank advancement or maintenance, incentives, prizes, commissions, or bonuses that are not driven by bona fide product purchases by end users for actual use.

·     “Business Entity” – a corporation, partnership, limited liability company, trust, or other form of legal entity, other than a sole proprietorship or partnership, that owns, operates, or controls a Limbic Arc business.

·     “Company” means Limbic Arc, LLC.

·     “Confidential Information” – the identities, contact information, and/or sales information relating to Limbic Arc’s Affiliates and/or Customers: (a) that is contained in or derived from any Affiliates’ respective Affiliate Back Office; (b) that is contained in or derived from any reports issued by Limbic Arc to Affiliates; and/or (c) to which an Affiliate would not have access or would not have acquired but for their affiliation with Limbic Arc. Confidential Information belongs exclusively to Limbic Arc and is provided to Affiliates in strict confidence.

·     “Cross Recruiting” is an effort to Enroll an Affiliate who is Enrolled under another Affiliate.

·     “Dispute” means a disagreement between the Company and an Affiliate (s) which triggers the execution of the Dispute Resolution process.

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

·     “Network Marketing” – a business that utilizes a single or multi-level compensation formula to compensate its sales force and members of the sales force may recruit others to serve as independent contractor salespersons, or consumers for the business.

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

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

·     “Tool(s)” – Promotional material used to assist in promoting goods, services, or a business program. Examples of Tools include, but are not limited to, printed materials, websites, social media posts, audio and video recordings, and mobile applications. Social media postings shall not require the Company’s written pre-approval but must adhere to all the Company’s Policies.

7.    Changes to the Agreement. The Company reserves the right to change the Agreement as reasonably necessary. Changes shall be effective 30 days after notice of the changes and publication of the notice in Affiliates’ Back Offices, but changes shall not apply retroactively to conduct that occurred prior to the effective date of the changes. If an Affiliate does not agree to any change, the Affiliate’s recourse is to cancel their Limbic Arc Agreement.

8.    Independent Contractor Status. Affiliates are independent contractors and not employees, partners, legal representatives, or franchisees of Limbic Arc. Affiliates are responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, long- distance telephone, and other business expenses. AFFILIATE SHALL NOT BE TREATED AS AN EMPLOYEE OF LIMBIC ARC FOR FEDERAL OR STATE TAX PURPOSES. Limbic Arc shall not withhold or deduct FICA, or taxes of any kind from Affiliate’s compensation. Affiliates are not entitled to workers compensation or unemployment security benefits.

9.    Territories. Limbic Arc does not have “territories,” Affiliates may operate in any geographic location in which the Company is doing business,

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

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

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

13. Minimum Age. Persons under age 18 may not become Affiliates.

14. Severance. If any provision of the Agreement, in its current form or as changed in the future, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed by the Company to the least extent necessary to bring it in compliance with the law.

15. First Breach Rule. The existence of any claim or cause of action of Affiliate against Limbic Arc for a breach of this Agreement shall not constitute a defense to the Company’s enforcement of any term or provision of the Agreement.

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

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

18. Puerto Rico Residents: Affiliate may cancel this Agreement at any time within 90 days from the date of enrollment, or at any time upon showing the Company’s noncompliance with any of the essential obligations of the distribution contract or any act or omission by the Company adversely affecting the interests of the dealer in the development of the market of the properties or services. Affiliate cancellation may be sent to the Company in writing and sent via registered mail. If an Affiliate cancels under these conditions, the Company shall: (a) Reacquire the total of the products that the Affiliate purchased from the Company which are in their possession and in good condition at a price of not less than ninety percent (90%) of their original net cost; (b) Return to Affiliate not less than ninety percent (90%) of the original net cost of any services that the Affiliate acquired from the Company; (c) Return 90% of any sum paid by the Affiliate for the purpose of participating in the business.

19. General Conduct. Affiliates are responsible for obtaining all licenses (including but not limited to copyright licenses) necessary for republication of third-party content (music, etc.) that they utilize. In addition, Affiliates shall safeguard and promote the good reputation of Limbic Arc in both their personal and professional capacities. In their personal and professional capacities, Affiliates must avoid conduct that is illegal, deceptive, misleading, or conduct that is reasonably viewed as unethical or immoral. Affiliates, in their personal or professional capacities, shall not perform any act or omission that a reasonable person would believe is more likely than not to damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that violates this provision, and the following list is not a limitation of prohibited conduct, the following examples are acts that, if taken by an Affiliate in their personal or professional capacities, are specifically prohibited under this policy:

·     Engaging in felonious criminal conduct;

·     Engaging in conduct that causes physical harm to a person or property;

·     Making statements relating to Limbic Arc or its products that are deceptive, untruthful, unfair, or misleading;

·     Making any implied or express representation that any state or federal government official, agency, or body has approved or endorses Limbic Arc, its program, or products;

·     Engaging in conduct that could reasonably be foreseen to damage the Company’s reputation or the culture that exists within the field sales force;

·     Engaging in conduct that may reasonably be considered bullying, sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party;

·     The unwanted disclosure of a third-party’s personal information;

·     Publicly promoting a social, political, or religious agenda that may reasonably be foreseen as controversial.

20. Social Media. In addition to meeting all other requirements specified in these Terms & Policies, if an Affiliate utilizes any form of social media in connection with their Limbic Arc business, including but not limited to Facebook, Twitter, Instagram, YouTube, TikTok, message boards, blogs, wikis, podcasts, cloud-based chat, audio and video communications, applications and methods that have content based on user participation and user-generated content, the Affiliates agrees to each of the following:

·     Affiliate shall obtain all licenses (including, but not limited to copyright licenses) for any third-party content they utilize;

·     Affiliates are responsible for the content of all material that they produce and all of their postings on any social media site, as well as all postings on any social media site that they own, operate, or control;

·     Affiliate shall not post or link to or from any content that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party;

·     No product sales or enrollments may occur on or through any social media site. To process sales or enrollments, a social media site must link only to the Affiliate’s Limbic Arc replicated website, Limbic Arc’s corporate website or an official Limbic Arc corporate social media page;

·     Affiliate shall follow the social media site’s terms of use;

·     Any social media site that is directly or indirectly operated or controlled by an Affiliate that is used to discuss or promote Limbic Arc’s products, or the Limbic Arc opportunity may not link to any website, social media site, or site of any other nature that promotes the products, services, or business program of any Network Marketing company other than Limbic Arc;

·     During the term of the Agreement and for 12 calendar months after the cancellation of an Affiliate’s business for any reason, an Affiliate shall not take any action on any social media site on which have discussed or presented Limbic Arc’s products or the Limbic Arc business that may reasonably be foreseen to draw an inquiry from Limbic Arc’s Affiliates relating to the Affiliate’s other Network Marketing business activities or products. Violation of this provision shall constitute a violation of the Nonsolicitation provision;

·     If an Affiliate creates a business page on any social media site to promote or relates to Limbic Arc, its products, or opportunity, the page may not promote or advertise the products or opportunity of any other network marketing business other than Limbic Arc and its products. If the Affiliate’s Limbic Arc business is cancelled for any reason or if the Affiliate becomes inactive, the Affiliate must deactivate the page;

·     Affiliate shall not post any content, or link to or from any content of a third party, that promotes a social, religious, or political agenda;

·     Affiliates shall respect the privacy of other social media users. Affiliates shall not engage in abusive social media practices including but not limited to harvesting or trolling for connections, shaming, or bullying others.

21. Tool(s). Affiliates may create their Tool(s) to promote their Limbic Arc business or Limbic Arc’s products and services’ Affiliates Tool(s) must comply with each of the following:

·     Tool(s) must clearly and conspicuously identify the Affiliate who is using the Tool(s) and must clearly and conspicuously disclose that they are a Limbic Arc Independent Affiliate, and that the Tool(s) is not created or sanctioned by Limbic Arc.

·     Upon cancellation of an independent Affiliate’s Limbic Arc Agreement for any reason, the former Affiliate must immediately discontinue using the Tools and/or making them available to other Affiliates;

·     Tool(s) must exclusively promote Limbic Arc’s products and Limbic Arc’s opportunity;

·     Tool(s)s must comply with all provisions of these Terms & Policies.

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

Limbic Arc commonly puts on live and recorded events as well as webinars and telephone conference calls. During these events Company executives, Affiliates, and guests appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. Affiliates may not record company functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium.

In addition, Company produced Sales Tools, videos, audios, podcasts, and printed material is also copyrighted. Affiliates shall not copy any such materials for their personal or business use without the Company’s prior written approval.

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

23. Service-Related Establishments. Affiliates may promote and sell Limbic Arc products in service-related establishments. A service-related establishment is one whose primary revenue is earned by providing personal service rather than by selling products. Such establishments include offices of doctors, dentists, veterinarians, and other health professionals; health clubs or fitness centers; beauty salons; and any other business where customer use of the establishment is controlled by membership or appointment. Limbic Arc reserves the right to make the final determination as to whether an establishment is service-related or is a proper place for the sale of its products.

24. Change of Enroller. The only means by which Affiliates may legitimately change their Enroller are by voluntarily canceling their Limbic Arc business in writing, and if the Affiliate is at the Manager 1 or lower, must not engage in any Limbic Arc business activity for six calendar months. Affiliates at the Manager 2 rank or higher must not engage in any Limbic Arc business activity for 24 calendar months.

Following the inactivity period, the former Affiliate may reapply under a new enroller. The Affiliate will lose all rights to their former downline organization upon their cancellation.

25. Cross Recruiting. Cross Recruiting is prohibited.

26. Waiver of Claims. In cases wherein an Affiliate improperly changes their Enroller or has an interest in two Limbic Arc businesses, Limbic Arc shall determine the final disposition of the downline organization that was developed by the violating Affiliate. AFFILIATES WAIVE ANY AND ALL CLAIMS AGAINST LIMBIC ARC, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM LIMBIC ARC’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW AN AFFILIATE WHO HAS IMPROPERLY CHANGED THEIR ENROLLER OR HELD AN INTEREST IN TWO OR MORE BUSINESSES.

27. Product Claims. Affiliates must not make claims, including but not limited to testimonials, about Limbic Arc’s products or services that are not contained in official Limbic Arc literature or posted on Limbic Arc’s official website. Under no circumstances shall an Affiliate state or imply that any Limbic Arc software is useful in the diagnosis, treatment, cure, or prevention of any disease, illness, injury, or other medical condition.

28. Testimonials. If an Affiliate makes a testimonial in connection with Limbic Arc’s products, the Affiliate must adhere to each of the following:

·     The Affiliate making the testimonial must clearly and conspicuously disclose that he/she is an independent Affiliate for Limbic Arc;

·     The testimonial must be true and accurate, and must disclose all additional material information that impacted their change (e.g., changes in lifestyle, eating or exercise habits, surgery etc.);

·     No testimonial may be made relating to use of the Company’s products and their impact on the any health condition suffered by the individual making the testimonial.

29. Compensation Plan and Program Claims. When presenting or discussing the Limbic Arc compensation plan, Affiliates must make it clear to prospects that financial success in Limbic Arc requires commitment, effort, and sales skill. Conversely, Affiliates must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include, but are not limited to:

·     “It’s a turnkey system.”

·     “The system will do the work for you.”

·     “Just get in and a downline will build through spillover.”

·     “Just join and I’ll build your downline for you.”

·     “The Company does all the work for Affiliate.”

·     “Affiliates don’t have to sell anything.”

·     “All Affiliates have to do is buy a subscription every month.”

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

30. Earnings Claims. Affiliates must never lead anyone to believe that they (the listener) may or will achieve a given level of financial success through a Limbic Arc business. If an Affiliate alludes in any way to the Limbic Arc income he/she enjoys or the Limbic Arc income opportunity, he/she must also provide a copy of Limbic Arc’s current Income Disclosure Statement (the “IDS”) available in the Compliance & Legal section of the Company’s website. In addition, the Affiliate must clearly and conspicuously disclose the average income from ALL Affiliates in the preceding year. Affiliates may disclose their own annual income earned from Limbic Arc for the prior year only so long as the disclosure is completely truthful and accurate. The Affiliate making the claim must also provide the most current version of the IDS and the average and median income earned by ALL Affiliates in the preceding year. Affiliates shall not refer to their income as “profit” as Limbic Arc does not have information relating to Affiliate’s expenses, so “profit” is not disclosed on the IDS. If a claim alluding in any way to income earned from Limbic Arc is made on the internet, including but not limited to social media, the claim must:

·     Provide a link to the IDS;

·     Include the statement: “The average and median earnings for ALL Limbic Arc Affiliates in the United States 2023 was US$1,067.03 and US$11.41 respectively. This does NOT include the Affiliates’ expenses incurred in building their Limbic Arc businesses. For the actual incomes experienced by ALL Limbic Arc Affiliates last year (excluding expenses), see the Limbic Arc Income Disclosure Statement in the Compliance & Legal section of the Company’s website.”

·     The above statement and link must be clear and conspicuous. That means the disclosure and link must be on the same page as the earnings claim and immediately adjacent to, or following, the claim. The audience must not have to scroll to another page to find the disclosure and link;

·     The statement and link must be printed in a color that contrasts with the background on the social media page (we suggest black font with a white background);

·     There must be no additional text or graphics near the statement and link to distract the audience;

·     Instagram does not allow active links to be placed in a post. Therefore, if an income claim is made on Instagram, the disclosure must state: “The average and median earnings for ALL Limbic Arc Affiliates in the United States 2023 was US$1,067.03 and US$11.41 respectively. This does NOT include the Affiliates’ expenses incurred in building their Limbic Arc businesses. For the actual incomes experienced by ALL Limbic Arc Affiliates last year (excluding expenses), see the Limbic Arc Income Disclosure Statement in the Compliance & Legal section of the Company’s website. Link in bio.”; and

·     If a claim is made on Instagram, the Affiliate must clearly and conspicuously post a link to the IDS on the first page of their bio.

Examples of lifestyle claims include, but are not limited to, representations (through ANY media, including visual media such as pictures) that an Affiliate was able to quit their job, put children in private school, acquire material possessions, or travel due to their Limbic Arc income.

Note: the phrase “financial freedom” has become toxic in the regulatory environment and is never permitted.

31. Media Inquiries. Affiliates must not interact with the media regarding the Limbic Arc business or products. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to legal@limbicarc.com.

32. Non-solicitation. Affiliates are free to participate in other Network Marketing Business. However, during the term of this Agreement and for one year thereafter, except for an Affiliate’s personally Enrolled downline Affiliates, an Affiliate or former Affiliate may not directly or indirectly Recruit other Limbic Arc Affiliates, Affiliates, or Customers for any other Network Marketing Business.

If an Affiliate is engaged in another business, it is the responsibility of the Affiliate to ensure that their Limbic Arc business is operated entirely separate and apart from all other businesses and/or Network Marketing programs. To this end, the Affiliate must not:

·     Display Limbic Arc promotional material, sales aids, or products with or in the same location as, any non-Limbic Arc promotional material or sales aids, products, or services;

·     Offer the Limbic Arc opportunity, products, or services to prospective or existing Customers or Affiliates in conjunction with any non-Limbic Arc program, opportunity, or products;

·     Offer, discuss, or display any non-Limbic Arc opportunity, products, services, or opportunity at any Limbic Arc-related trunk-show, meeting, seminar, convention, webinar, teleconference, or other function.

33. Non Disparagement. Negative comments in the field serve only to sour the enthusiasm of other Affiliates. Therefore, Affiliates shall not disparage, libel, slander, or make negative or critical comments to any third party regarding the Limbic Arc, its management, products, or compensation plan. All criticism must be directed exclusively to the Company at legal@limbicarc.com.

34. Confidential Information. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than Affiliate’s use in building and managing their Independent Limbic Arc business.

35. Foreign Corrupt Practices Act. You must comply with all anti-corruption laws, including the Foreign Corrupt Practices Act (“FCPA”), in the countries in which the Company does business. The FCPA requires that you never directly or indirectly (i.e., through an agent) make a payment or gift with the purpose of influencing the acts or decisions of foreign officials. There are some limited exceptions to this rule. Because the rules and exceptions relating to anti-corruption are complex, you should consult with your own legal counsel regarding questions relating to compliance with the FCPA or anti-corruption laws.

36. Handling Personal Information. If an Affiliate receives Personal Information from or about prospective Affiliates, or Customers, it is the Affiliate’s responsibility to maintain its security. Affiliate should shred or irreversibly delete the Personal Information of others once they no longer need it.

37. Bonus Buying. Bonus Buying is prohibited.

38. Limitations on Affiliate and Household Businesses. Affiliates may own, operate, control, or have an interest in, only one Limbic Arc business, and there may be only one Limbic Arc business in a household. A “household” is defined as spouses or couples, and dependent children of one or both spouses or couples, living in the same home of the spouses or member of the couple, as well as dependent children of either spouse or member of the couple, while attending school away from home. Enrollers

39. Business Entities. If any Business Entity or Affiliated Party violates the Agreement, the violation may be imputed, and corresponding disciplinary action may be taken as reasonably decided by the Company, against the Business Entity, the Affiliated Party(s), all the Owners of the Business Entity and/or Affiliated Party(s) collectively, or jointly and severally against any of the Business Entity owners and/or Affiliated Party(s). Only the primary contact person shall receive awards, incentives, and recognition by the Company.

40. Actions of Third Parties. If a third party acting on behalf of, or with the active or passive assistance of an Affiliate engages in conduct that would be a violation of the Agreement if performed by an Affiliate, the conduct of the third-party may be imputed to the Affiliate.

41. Adjustment to Bonuses and Commissions. Compensation stemming from subscription sales is fully earned when any refund and chargeback periods applicable to product sales have all expired. If a refund or chargeback occurs, the compensation attributable to the returned or repurchased subscription(s) may be recovered by the Company. Unearned compensation may be deducted, in the month (clawed back) in which the refund is issued or the chargeback occurs and continuing every pay period thereafter until the commission is fully recovered from Affiliates who derived compensation from the sale.

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

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

Limbic Arc’s right of setoff (clawback) is not Limbic Arc’s exclusive means of collecting funds due Limbic Arc pursuant to this policy. The Company reserves the right to pursue remuneration via all legal means.

All Unclaimed Compensation are forfeit to the Company if you have not claimed and received them within 90 days of their regularly scheduled payment date. You waive all rights to receive Unclaimed Compensation under any legal theory either contractual or equitable if you have not provided to Limbic Arc account, system, or method of payment that is acceptable to Limbic Arc in their sole and absolute discretion.

42. Return of Sales Tools by Affiliates Upon Cancellation or Termination. Within 30 days from the cancellation or termination of an Affiliate’s Agreement, the Affiliate may return physical sales Tools that he or she personally purchased from Limbic Arc within 12 months prior to the date of cancellation (the one-year limitation shall not apply to residents of Louisiana, Massachusetts, Wyoming, and Puerto Rico) so long as they are in currently marketable condition. Upon the Company’s timely receipt of the sales Tools and confirmation that they are in currently marketable condition, the Affiliate will be reimbursed 90% of the net cost of the original purchase price(s). Shipping and handling charges will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. Tools are in “currently marketable condition" if they are unopened and unused and packaging and labeling has not been altered or damaged. Tools that are clearly identified at the time of sale as nonreturnable, closeout, discontinued, or as a seasonal item, or which has passed it commercially reasonable usable or shelf-life, is not in currently marketable condition. Back Office and Replicated website fees are not refundable except as may be required under applicable state law.

43. Montana Residents: A Montana resident may cancel their Affiliate Agreement within 15 days from the date on which this application is submitted and receive a full refund for any consideration he/she paid within such time period to participate in the program.

44. Louisiana, Massachusetts, and Wyoming Residents: If Affiliates cancel their Affiliate Agreement, upon receipt of an Affiliates written request, Limbic Arc will refund 90% of the cost an Affiliate has incurred to participate in the program during the current year.

45. Other Cancellation Rights. Customers and newly enrolled Affiliates have three business days within which to cancel their initial purchase and obtain a full refund. Residents of Alaska have five business days and residents of North Dakota age 65 and over have 15 days to cancel and receive a full refund. An explanation of these rights is explained on the sales invoice (the invoice is also your sales receipt).

46. Disciplinary Sanctions. The Company may craft any disciplinary measure reasonably appropriate to address or rectify an act or omission by an Affiliate that is in violation of the Agreement. In situations deemed appropriate by Limbic Arc, the Company may institute legal proceedings for monetary and/or equitable relief.

47. Equitable Relief. Affiliates stipulate that any violation of Policies 29, 30, and/or 31 will cause Limbic Arc irreparable harm for which there is no adequate remedy at law, and that the harm to the Limbic Arc if no equitable relief is awarded will outweigh any potential harm to Affiliate. Therefore, Limbic Arc shall be entitled to immediate and permanent equitable relief to prevent further violation of either policy in addition to recovering any actual damages it incurs. Limbic Arc shall not be required to post bond.

48. Compliance Disclosure to Upline. If disciplinary action is taken against an Affiliate for violation of the Agreement, the Company may disclose the details of the matter and its resolution to the disciplined Affiliate’s upline.

49. Indemnification. Affiliates agree to indemnify Limbic Arc for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that Limbic Arc incurs resulting from or relating to any act or omission by Affiliate that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. Limbic Arc may elect to exercise its indemnification rights through withholding any compensation due the Affiliate. This right of setoff shall not constitute Limbic Arc’s exclusive means of recovering or collecting funds due Limbic Arc pursuant to its right to indemnification.

50. Effect of Cancellation. An Affiliate whose business is cancelled for any reason will lose all Affiliate rights, benefits, and privileges. This includes the right to represent Affiliate as an Independent Limbic Arc Affiliate, to sell Limbic Arc products, to access their Back Office and services and the right to receive commissions, bonuses, or other income resulting from their own sales and the sales and other activities of the Affiliate and the Affiliate’s former downline sales organization. There is no whole or partial refund for tangible sales kits that are not currently marketable, or for Affiliate Back Office, replicated website and/or renewal fees if an Affiliate’s business is cancelled.

51. Voluntary Cancellation. A participant in this network-marketing plan has a right to cancel at any time, regardless of reason. Cancellation shall be effective by: (a) submitting written cancellation to the Company at its principal business address or by cancelling their business through the Affiliate Back Office; (b) the Company may (but is not required to) rely on any public announcement of resignation or cancellation by the Affiliate (including but not limited to any announcement on social media); (c) failure to pay Back Office and Replicated Website fees; (d) Revoking Affiliate’s authorization to contract electronically; or (e) for inactivity; (f) any other means authorized or accepted by Limbic Arc. If Affiliate is also a subscriber, Affiliate’s subscription shall continue unless Affiliate also specifically requests that their subscription also be canceled.

52. Cancellation for Inactivity. If Affiliate fails to generate at least 300 PEV on a 12-month rolling basis, their Affiliate Agreement and Limbic Arc business will be cancelled for inactivity. If an Affiliate is also a subscriber, the Affiliate’s subscription shall continue unless the Affiliate specifically requests it be canceled. The former Affiliate shall then be reclassified as a retail Customer.

53. Involuntary Cancellation (Termination). This Agreement may be involuntarily terminated by the Company for a material violation;

54. Business Transfers. Affiliates in Good Standing who wish to sell or transfer their business must receive Limbic Arc’s prior written approval before the business may be transferred. A transfer without the Company’s prior written approval may be voided by the Company at its reasonable discretion. Requests to transfer a business must be submitted in writing to the legal@limbicarc.com. The request to transfer will be denied if the business is not in Good Standing or if the Company has another reasonable reason to deny the request.

55. Transfer Upon an Affiliate’s Death. An Affiliate may devise their business to their heirs. Because Limbic Arc cannot divide commissions among multiple beneficiaries or transferees, the beneficiaries or transferees must form a Business Entity (corporation, LLC, partnership, etc.), and Limbic Arc will transfer the business to, and issue commissions to, the Business Entity. In the case of a business transfer via testamentary instrument, the beneficiary of the business must provide Limbic Arc with certified letters testamentary and written instructions of the trustee of the estate, or a timely order of the probate court, that provides direction on the proper disposition of the business. The beneficiary must also execute and submit to the Company a Limbic Arc Affiliate Agreement within 30 days from the date on which the business is transferred by the estate to the beneficiary or the business will be cancelled. If an Affiliate’s estate is contested or delayed in probate for 12 calendar months or more, the Company may involuntarily terminate the Business.

Limbic Arc is unable to divide commissions among multiple parties, nor is it able to divide a downline organization. Therefore, if an Affiliate bequeaths a Limbic Arc business to multiple beneficiaries, the beneficiaries must form a Business Entity to operate the Limbic Arc business. The Company will issue one commission to the Business Entity, and it shall be the responsibility of the Business Entity to distribute the commissions among the beneficiaries.

56. Business Distribution Upon Divorce. Limbic Arc is unable to divide commissions among multiple parties, nor is it able to divide a downline organization. Consequently, in divorce cases, any settlement or divorce decree must award the business in its entirety to one party. Limbic Arc will recognize as the owner of the business the former spouse to who is awarded the business pursuant to a legally binding settlement agreement or decree of the court. The former spouse who receives the Limbic Arc business must also execute and submit a Limbic Arc Affiliate Agreement within 30 days from the date on which the divorce becomes final or the business will be cancelled.

57. Dissolution of a Business Entity. Limbic Arc is not able to divide commissions among multiple parties, nor is it able to divide a downline organization. Consequently, in the event that a business entity that operates a Limbic Arc business dissolves, the owners of the business entity must instruct the Company on the identity of the proper party who is to receive the business. The Limbic Arc business must be awarded to a single individual or entity that was previously recognized by the Company as an owner of the business entity; the Company cannot divide the business among multiple parties or issue separate commission payments. If the business entity wishes to sell or transfer its Limbic Arc business, it must do so pursuant to the Business Transfers policy. In addition, the recipient of the Limbic Arc business must also execute and submit a Limbic Arc Affiliate Agreement to the Company within 30 days from the date of the dissolution of the business entity or the Limbic Arc business will be cancelled.

58. Inducing Affiliates to Violate the Agreement. Affiliates shall not directly or indirectly induce, encourage, or assist another Affiliate to violate the Agreement.

59. Reporting Errors. If an Affiliate believes that Limbic Arc has made an error in their compensation, the structure or organization of their genealogy, or any other error that impacts the Affiliate’s income, he/she must report it to the Company in writing within 60 days from the date on which the mistake occurred. While Limbic Arc shall use its best efforts to correct errors reported more than 60 days after the date of the error, Limbic Arc shall not be responsible to make changes or remunerate Affiliates for losses for mistakes that are reported more than 60 days after the mistake occurs.

60. International Activities. You may only conduct business in countries that the Company has officially announced are open for business. If a country is not open for business you are limited to providing business cards and conducting, organizing, or participating in meetings where the number of attendees, including you, does not exceed five.

61. China. The Company’s business model in China is different from the business model used in any other country. Before conducting business in China you must contact the Company to learn the rules for doing business there.

62. Translation. Limbic Arc conducts all business in the English language. Affiliates shall not translate the Company’s materials into other languages.

63. Survival. Any policy, which by its terms is to be or may be performed after the termination of this Agreement shall survive the expiration or termination of the Agreement, regardless of the reason for its expiration or termination.