Polices and Procedures

1.0 INTRODUCTION

1.1 Mutual Commitment Statement

Piper Noble, LLC. (“hereafter as “Piper Noble” and/or the “Company”) recognizes the importance to the development of a long-term and mutually rewarding relationship with its business owners (“Ambassador(s)”) and Customers. Integral to this objective, Piper Noble and its Ambassadors must acknowledge and respect the true nature of the relationship between one another and pledge mutual support towards the service of Customers.

A. In the spirit of mutual respect and understanding, Piper Noble pledges to:

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

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

III. Exchange or refund the purchase price of any product, service or membership as provided in the Return Policy described herein;

IV. Deliver orders promptly and accurately;

V. Pay commissions accurately and on a timely basis;

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

VII. Roll out new products and programs or implement changes in the Compensation Plan and/or these Policies and Procedures with Ambassador input and planning;

VIII. Support, protect and defend the integrity of the Piper Noble opportunity; and

IX. Offer Ambassadors an opportunity to grow with Piper Noble, and have such growth come by way of the principles of Servant Leadership.

B. In return, Piper Noble expects you as an Ambassador to:

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

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

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

IV. Not make exaggerated income claims;

V. Make reasonable effort(s) to support, train and service Ambassador and Customers in your downline;

VI. Refrain from cross-line recruiting, unhealthy competition or unethical business practices;

VII. Provide positive guidance and training to Ambassador and Customers in your downline while exercising caution to avoid interference with the downline of other Ambassadors. As such, you should refrain from providing cross-line training to an Ambassador or Customer in a different organization without first obtaining the consent of the applicable upline leader;

VIII. Support, protect, and defend the integrity of the Piper Noble opportunity;

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

X. Operate with the highest level of integrity, ethics, and professionalism. This includes maintaining professionalism and courtesy with customers, other Ambassadors, Customer Service, and all other members of the Corporate Team.

XI. Not discriminate against any individual because of age, race, creed, or legally protected status. Discrimination of any sort will not be tolerated.

1.2 Piper Noble Policies and Compensation Plan Incorporated into the
Ambassador Agreement

A. Throughout these Policies and Procedures (hereafter, “Policies”), when the term “Agreement” is used, it collectively refers to the Piper Noble Agreement, these Policies, and the Piper Noble Compensation Plan.

B. It is the responsibility of the sponsoring Ambassador to provide the most current version of these Policies (available on the Piper Noble website at PiperNobleBags.com) and the Piper Noble Compensation Plan to each applicant prior to his, her and/or its execution of the Ambassador Agreement.

1.3 Purpose of Policies

A. Piper Noble is a direct sales company that markets business tools through a network of business owners. To clearly define the relationship that exists between Ambassadors and the Company, and to explicitly set a standard for acceptable business conduct, Piper Noble has established these Policies.

B. Ambassadors must comply with the following: (i) all of the terms and conditions set forth in the Ambassadors Agreement, which Piper Noble may amend from time to time in its sole and absolute discretion; (ii) all federal, state, and/or local laws governing his, her and/or its Piper Noble business; and (iii) these Policies.

C. Ambassadors must review the information in these Policies carefully. Should you have any questions regarding a policy or rule, Piper Noble encourages you to seek an answer from your Sponsor or any other upline Ambassador. If further clarification is needed, you can contact the Company Compliance Department.

1.4 Changes, Amendments, and Modifications

A. Because federal, state, and local laws, as well as the business environment, periodically change, Piper Noble reserves the right to amend the Agreement and its product prices in its sole and absolute discretion. Notification of amendments shall appear in Official Company Materials. This provision does NOT apply to the arbitration clause found in Section 12, which can only be modified via mutual consent.

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

I. Posting on the official Piper Noble website;

II. Electronic mail (e-mail); or

III. In writing through the Company newsletters or other forms of communication channels.

class="fs16 mt25 mb25"1.5 Delays

Piper Noble shall not be responsible for delays or failures in performance of its obligations when such failure is due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, transportation difficulties, riot, war, fire, and/or weather, curtailment of a source of supply, or government decrees or orders.

1.6 Effective Date

These Policies and Procedures shall become effective as of March 25th, 2019 (“Effective Date”) and, at such time, shall automatically supersede any prior Policies and Procedures (the “old Policies and Procedures”). On this Effective Date, the old Policies and Procedures shall cease to have any force or effect.

2.0 BASIC PRINCIPLES

2.1 Becoming A Piper Noble Ambassador

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

I. Be of the age of majority (not a minor) in his, her or its state of residence;

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

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

IV. Submit a properly completed and signed Ambassador Agreement to Piper Noble;

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

2.2 New Ambassador Registration

A. A new Ambassador may self-enroll on the website of his, her or its Sponsor. In such event, instead of a physically signed Ambassador Agreement, Piper Noble will accept the web-enrollment and completion of the Ambassador Agreement through Ambassador’s acceptance of the “electronic signature.” The electronic signature states the Ambassador’s intent to accept the terms and conditions of the Ambassador Agreement, and an understanding of these Policies. Please note that such electronic signature constitutes a legally binding agreement between the Ambassador and Piper Noble.

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

C. If requested by Piper Noble, a signed Ambassador Agreement must be received by the Company within 3 days from the Ambassador’s enrollment. If Enrollee has no sponsor identified, sponsors will be suggested before enrollment process through the website based on zip code, state and active status.

D. Signed documents, including, but not limited to, Ambassador Agreements, are legally binding contracts which must not be altered, tampered with or changed in any manner after they have been signed. False or misleading information, forged signatures or alterations to any document, including business registration forms, made after a document has been signed may lead to sanctions, up to and including involuntary termination of the Ambassador’s business.

2.3 Rights Granted

A. Piper Noble hereby grants you a non-exclusive right, based upon the terms and conditions contained in the Ambassador Agreement and these Policies:

I. The right to purchase Piper Noble products;

II. Promote and sell Piper Noble products; and

III. Sponsor new Ambassador and Customers in the United States and in countries where Piper Noble may become established after the Effective Date of these Policies.

2.4 Identification Numbers

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

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

2.5 Renewals and Expiration of the Ambassador Agreement

A. Ambassador Agreements automatically renew every 12 months following the Ambassador’s original start date. For example, if an Ambassador has a start date of September 1, 2015, her/his automatic renewal date and renewal payment due date would be September 1, 2016. The annual Agreement renewal fee is $39 USD for US Ambassadors. Renewal fees are subject to change with notice and may be subject to taxes in accordance to State law. Renewal fees must be paid in currency.

B. It is the responsibility of the Ambassador and their upline to track an upcoming renewal date and be prepared for the upcoming renewal fee. Ambassadors must pay their renewal fee online and agree to the latest terms in the Ambassador Agreement. Payment of this fee will constitute an agreement to the terms of the latest Ambassador Agreement and allow the Ambassador to remain as a Piper Noble Ambassador for an additional 12 months, until the next renewal date. Failure to pay the annual renewal fee after 15 days will result in the cancellation of the Ambassador’s account.

C. The Ambassador will have four months to pay the annual fee (and all outstanding monthly fees) to reactivate the account. If the fees are not paid, the account will be deactivated and all downlines will be rolled up to the next qualifying Ambassador. The account may still be reactivated over the next four months by contacting customer service and paying all fees due, but the downline roll-ups are permanent. If the fees are not paid after 4 months of deactivation, the account will be set to resigned.

D. If the Ambassador allows his, her or its Agreement to expire due to nonpayment, the Ambassador will lose any and all rights to his, her or its downline organization unless the reactivation occurs within 14 days following the expiration of the Agreement.

E. If the former Ambassadors reactivates within the 14-day time limit (“Grace Period”), the Ambassador will resume the rank and position held immediately prior to the expiration of the Agreement. However, such Ambassador’s paid as level will not be restored unless he, she and/or an entity (“it”) qualifies at that payout level in the new month. The Ambassador is not eligible to receive commissions for the time period that the Ambassador’s business was expired.

F. Any Ambassador who was terminated or whose Agreement has expired and lapsed the 14-day Grace Period is not eligible to re-apply for a Piper Noble business for 6 months following the expiration of the Ambassador Agreement.

G. The downline of the expired Ambassador will roll up to the immediate, active upline Sponsor. Roll-Up can occur when an Ambassador who has sponsored a team:

-Has Resigned, been Deactivation, or Terminated by Corporate,
-Fails to meet the Piper Noble Leadership Tenets,
-Is Inactive for 4 consecutive months
At the time of an Ambassador’s Roll-Up, every Ambassador below them will immediately be compressed up to the Next Qualified Leader. The Next Qualified Leader must have:
-The Ambassador Status Level of “Active” in the previous 3 paid months, taking into consideration exceptions from Active status as stated in these Policies,
-Have a Rank, in the previous 3 months, equal to or greater than the rolling-up Ambassador’s Career Rank.
-Corporate reserves the right to reassign and restructure the compressed team to a different leader on a different team if these qualifications are not adequately satisfied. Roll-ups can occur immediately and without prior notification. However, Corporate has up to thirty days to process roll-ups, they are effective in the month executed and will not be retroactive to the date of the original request.

2.6 Business Entities

A. A corporation, partnership, LLC, or trust (collectively referred to as a “Business Entity” or referred to as “it”) may apply to be a Piper Noble Ambassador. This business and genealogy position will remain temporary until the proper documents are submitted. The Business Entity must submit one of the following documents: Certificate of Incorporation, Articles of Organization, Partnership Agreement or appropriate Trust documents. Piper Noble must receive these documents within 7 days from the date one affixed a signature to the Ambassador Agreement.

B. A Piper Noble Ambassador may change their status under the same Sponsor from an individual to a partnership, LLC, corporation, trust or from one type of business entity to another.

2.7 Independent Business Relationship; Indemnification for Actions

A. You are an independent contractor, and not a purchaser of a franchise or business opportunity. Therefore, your success solely depends upon your own independent efforts.

B. The Agreement between Piper Noble and its Ambassadors does not create an employer/employee relationship, agency, partnership, or joint venture relationship.

C. A Piper Noble Ambassador shall not be treated as an employee of Piper Noble for any purposes, including, without limitation, for federal or state tax purposes. All Ambassadors are responsible for paying local, state, federal taxes due from all compensation earned as an Ambassador of Piper Noble. Any other compensation received by Ambassadors from the Company will be governed by applicable U.S. tax laws (or the tax laws of any other applicable jurisdiction). The Ambassador has no express or implied authority to bind Piper Noble to any obligation or to make any commitments by or on behalf of Piper Noble. Each Ambassador, whether acting as management of a Business Entity or represented as an individual, shall establish his, her or its own goals, hours, and methods of operation and sale, so long as he, she or it complies with the terms of the Agreement, these Policies, and applicable state and federal laws.

D. The Piper Noble Ambassador is fully responsible for all of his, her or its verbal and written communications made regarding Company products and Compensation Plan not expressly contained within official Company materials. Ambassadors shall indemnify and hold harmless Piper Noble, its directors, officers, employees, product suppliers and agents from any and against all liability including judgments, civil penalties, refunds, attorney fees and court costs incurred by Piper Noble as a result of the Ambassador’s unauthorized representations or actions. This provision shall survive the termination of the Piper Noble Ambassador Agreement.

2.8 Errors or Questions

A. If an Ambassador has questions about, or believes any errors have been made regarding commissions, bonuses, business reports, orders, or charges, the Ambassador must notify Piper Noble in writing within 7 days (“Reportable Time”) of the date of the error or incident in question. Any such errors, omissions or problems not reported within this Reportable Time shall be deemed waived by the Ambassador.

3.0 Piper Noble’s Ambassador RESPONSIBILITIES

3.1 Correct Addresses

A. It is the responsibility of the Ambassador or Customer to make sure Piper Noble has the correct shipping address before any orders are shipped.

B. An Ambassador or Customer will need to allow up to 14 days for processing after any notice of address change is provided to the Company.

C. Company reserves the right to assess Ambassadors and/or Customers a $7 fee for returned shipments due to an incorrect shipping address.

3.2 Training and Leadership

A. Any Piper Noble Ambassador who Sponsors another Ambassador into the Company must perform an authentic assistance and training functions. This means Sponsoring Ambassadors should have ongoing contact and communication with those Ambassadors in their downline organizations. Examples of communication may include, but are not limited to, newsletters, written correspondence, telephone, contact, team calls, voice-mail, e-mail, personal meetings, accompaniment of downline Ambassadors to Company-related meetings, training sessions and other Piper Noble functions.

B. A Sponsoring Ambassador should monitor those Ambassadors in their downline organizations to ensure that these Ambassadors do not make improper product or business claims, or engage in any other illegal or inappropriate conduct. Upon request, a Sponsoring Ambassador should be able to provide documented evidence that supports the ongoing fulfillment of responsibilities.

C. Upline Ambassadors are encouraged to motivate and train new Ambassadors about Piper Noble’s products, effective sales techniques, the Company Compensation Plan and compliance with these Policies.

D. Marketing product(s) is a required activity in Piper Noble, and the marketing and sale of product(s) must be emphasized in all recruiting presentations.

E. We emphasize and encourage all Ambassadors to sell Piper Noble’s products to Customers.

F. Use of Sales Aids. To promote both the products and the opportunity offered by Piper Noble, Ambassadors must use Company produced sales aids and support materials. If Ambassadors develop their own sales aids and promotional materials, which includes Internet advertising, notwithstanding any good intentions, such Ambassadors may unintentionally violate any number of statutes or regulations which may affect the overall business of Piper Noble. These violations, although they may be relatively few in number, could jeopardize the Piper Noble opportunity for all. Accordingly, Ambassadors must submit all written sales aids, promotional materials, advertisements, websites and other literature to the Company for prior written approval before any use. Unless the Ambassador receives this specific written approval to use the material(s), the request shall be deemed denied. All Ambassadors shall safeguard and promote the good reputation of Piper Noble and its products. The marketing and promotion of Piper Noble, the Piper Noble opportunity, the Compensation Plan, and Piper Noble products shall be consistent with the public interest. You must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

3.3 Constructive Criticism; Ethics

A. Piper Noble desires to provide its independent Ambassadors with the best products and services and Compensation Plan in the industry. Accordingly, the Company values constructive criticism and encourages the submission of written comments addressed to the Company Compliance Department.

B. Negative and disparaging comments about Piper Noble, its products, or Compensation Plan made by Ambassadors serve no purpose other than to dampen the enthusiasm of other Piper Noble Ambassadors. Ambassadors must never belittle Piper Noble, other Piper Noble Ambassadors, Piper Noble products, the Compensation Plan, or Piper Noble directors, officers, or employees, product suppliers or agents. Such conduct represents a material breach of these Policies and may be subject to sanctions as deemed appropriate by the Company.

C. Piper Noble endorses the following code of ethics:

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

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

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

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

D. Piper Noble may take appropriate action against an Ambassador if it determines, in its sole discretion, that Ambassador’s conduct is detrimental, disruptive, or injurious to the Company or to other Ambassadors.

3.4 Reporting Policy Violation

A. An Ambassador who observes a policy violation by another Ambassador should submit an emailed letter of the violation directly to the Corporate office a compliance@pipernoblebags.com. The letter shall set forth the details of the incident as follows:

I. The nature of the violation;

II. Specific facts to support the allegations;

III. Dates;

IV. Number of occurrences;

V. Persons involved; and

VI. Supporting documentation

B. Once the matter has been presented to Piper Noble, it will be researched thoroughly by the Compliance Department and appropriate action, if necessary, will be taken.

C. This section refers to the general reporting of policy violations as observed by other Ambassadors for the mutual effort to support, protect, and defend the integrity of the Piper Noble business and opportunity. If an Ambassador has a grievance or complaint against another Ambassador which directly relates to his, her or its Piper Noble business, the procedures set forth in these Policies must be followed.

3.5 Sponsorship

A. The Sponsor is the person who introduces an Ambassador or Customer to Piper Noble, helps them complete their enrollment, and supports and trains those in their downline.

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

I. Physically signed Ambassador Agreement on file; or

II. Electronically signed Ambassador Agreement from the Corporate website or an Ambassador’s replicated website.

C. An Ambassador Agreement that contains notations such as “by phone” or the signatures of other individuals (i.e., Sponsors, spouses, relatives, or friends) is not valid and will not be accepted by Piper Noble.

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

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

F. A Protected Prospect is a guest of any Piper Noble Ambassador or Customer who attended a Company event or conference call. For 14 days following the event, a Protected Prospect cannot be solicited or sponsored by any other Company Ambassador who attended the same event. A Piper Noble event can be defined as the following:

I. Any Company training session;

II. Conference call;

III. Fly-in meeting; or

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

3.6 Cross Sponsoring Prohibition

A. “Cross sponsoring” is defined as the enrollment into a different line of sponsorship of an individual, or Business Entity, that already has a signed Ambassador Agreement. Actual or attempted cross sponsoring is not allowed. If cross sponsoring is verified by Piper Noble, sanctions up to and including termination of an Ambassador’s business may be imposed.

B. The use of a spouse’s or relative’s name, trade names, assumed names, DBA names, corporation, partnership, trust, Federal ID numbers, or fictitious ID numbers to evade or circumvent this policy is not permitted.

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

3.7 Adherence to the Piper Noble Compensation Plan

A. An Ambassador must adhere to the terms of the Company Compensation Plan as set forth in these Policies as well as in official Corporate literature. Deviation from the Compensation Plan is prohibited.

B. An Ambassador shall not offer the Piper Noble opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official Corporate literature.

C. An Ambassador shall not require or encourage a current or prospective Customer or Ambassador to participate in Piper Noble in any manner that varies from the Compensation Plan as set forth in official Corporate literature.

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

3.8 Adherence to Laws and Ordinances

A. Many cities and counties have laws regulating certain home-based businesses. In most cases, these ordinances do not apply to Ambassadors because of the nature of the business. However, Ambassadors must check their local laws and obey the laws that do apply to them.

B. A Piper Noble Ambassador shall comply with all federal, state, and local laws and regulations in their conduct of his or her business.

3.9 Compliance with Applicable Income Tax Laws

A. Piper Noble will automatically provide a complete 1099 Miscellaneous Income Tax form (non-employee compensation) to each U.S. Ambassador whose earnings for the year is at least $600, who has purchased more than $5,000 of Piper Noble products for resale, or who received trips, prizes or awards valued at $600 or more. If earnings and purchases are less than stated above, IRS forms will be sent only at the request of the Ambassador, and a minimum charge of $20 may be assessed by the Company.

B. An Ambassador accepts sole responsibility for and agrees to pay all federal, state, and local taxes on any income generated as an independent Ambassador, and further agrees to indemnify the Company from any failure to pay such tax amounts when due.

C. If an Ambassador’s business is tax exempt, the Federal Tax Identification number must be provided to Piper Noble in writing.

D. The Company encourages all Ambassadors to consult with a tax advisor for additional information for their business.

3.10 One Piper Noble Business Per Ambassador

A. An Ambassador may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one (1) Piper Noble business. No individual may have, operate or receive compensation from more than one Piper Noble businesses. Individuals of the same family unit may each enter in to or have an interest in their own separate Piper Noble businesses, only if each subsequent family position is placed frontline to the first family member enrolled. A “family unit” is defined as spouses and dependent children living at or doing business at the same address.

3.11 Actions of Household Members or Affiliated Parties

If any member of an Ambassador’s immediate household engages in any activity which, if performed by the Ambassador, would violate any provision of the Agreement, such activity will be deemed a violation of these Policies and Company may take disciplinary action pursuant to these Policies. Similarly, if any individual associated in any way with a corporation, partnership, LLC, trust or other entity (collectively “Business Entity”) violates the Agreement, such action(s) deemed a violation of these Policies and Company may take disciplinary action pursuant to these Policies. Likewise, if an Ambassador enrolls in Piper Noble as a Business Entity, each affiliated party of the Business Entity shall be personally and individually bound to, and must comply with, the terms and conditions of the Agreement.

3.12 Solicitation for Other Companies or Products

A. A Piper Noble Ambassador may participate in other direct sales, multilevel, network marketing or relationship marketing business ventures or marketing opportunities. However, during the term of this Agreement and for one (1) year thereafter, you may not recruit any Piper Noble Ambassador or Customer for any other direct sales or network marketing business, unless that Ambassador or Customer was personally sponsored by you.

B. The term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way (either directly or through a third party), another Ambassador or Customer to enroll or participate in any direct sales or network marketing opportunity. This conduct represents recruiting even if the Ambassador’s actions are in response to an inquiry made by another Ambassador or Customer.

C. During the term of this Agreement and for a period of six (6) months thereafter, any Piper Noble Ambassador must not sell, or entice others to sell, any competing products or services, including training materials, to Piper Noble Customers or Ambassadors. Any product or service in the same category as a Piper Noble product or service is deemed to be competing (i.e., any competing product or service regardless of differences in cost or quality. This provision does not apply where professional services are the primary source of revenue and the product sales are secondary).

D. However, you may sell non-competing products or services to Piper Noble Customers and Ambassadors that you personally sponsored.

E. An Ambassador may not display or bundle Piper Noble products or services, in sales literature, on a website or in sales meetings, with any other products or services to avoid confusing or misleading a prospective Customer or Ambassador into believing there is a relationship between Piper Noble and non-Piper Noble products and services.

F. A Piper Noble Ambassador may not offer any non-Piper Noble opportunity, products or services at any Company-related meeting, seminar or convention, or immediately following a Company event.

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

3.13 Presentation of the Piper Noble Opportunity

A. In presenting the Piper Noble opportunity to potential Customers and Ambassadors, you must comply with the following provisions:

I. Refrain from misquoting or omitting any significant material fact about the Compensation Plan.

II. Make clear that the Compensation Plan is based upon sales of Piper Noble products and services.

III. Make clear that success can be achieved only through substantial independent efforts.

IV. Refrain from any unauthorized income projections, claims, or guarantees amidst any presentation or discussion of the Piper Noble opportunity or Compensation Plan to prospective Ambassadors or Customers.

V. Refrain from any product claims except those contained in official Corporate literature.

VI. Refrain from the use official Corporate material to promote the Piper Noble business opportunity in any country where Piper Noble has not established a “presence.”

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

A copy of the IDS must be presented to a prospective Ambassador anytime the representation is made.

The terms “income claim” and/or “earnings representation” (collectively “income claim”) include the following: (i) statements of average earnings, (ii) statements of non-average earnings, (iii) statements of earnings ranges, (iv) income testimonials, (v) lifestyle claims, and (vi) hypothetical claims. Examples of “statements of non-average earnings” include, “Our number one Ambassador earned over a million dollars last year” or “Our average ranking Ambassador makes five thousand per month.” An example of a “statement of earnings ranges” is “The monthly income for our higher-ranking Ambassadors is ten thousand dollars on the low end to thirty thousand dollars a month on the high end.”

3.14 Sales Requirements are Governed by the Compensation Plan

A. Piper Noble Ambassadors may purchase Company products and then resell them at only the price specified by Company or by any/its product suppliers. There are no exclusive territories granted to anyone. No franchise fees are applicable to a Piper Noble business.

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

3.15 Teams Names

We recognize that team names can create a great sense of belonging, but creating a team also symbolizes strength in leadership. Therefore, only Ambassadors who attain the rank of Directing Ambassador and above may create an official name for their team and have a symbol, animal, or icon to represent their team. Please send your request to support@pipernoblebags.com. Once an Ambassador has achieved the rank of Directing Ambassador or above, they may submit their team name and symbol to Piper Noble’s Support Team for official approval. Their team name and symbol must not correspond or create confusion with another team’s name and symbol. After the team name has been approved by the Support Team, the leader may choose to build a webpage for the sole purpose of creating team spirit and organizing support materials. See the “PERSONAL WEBSITE” policy for important regulations regarding a team page.

4.0 ORDERING

4.1 General Order Policies

A. “Bonus Buying” is strictly and absolutely prohibited. Bonus Buying includes the following: (i) the enrollment of individuals or entities without the knowledge of and/or execution of an Agreement by such individuals or Business Entities; (ii) the fraudulent enrollment of an individual or entity as an Ambassador or Customer; (iii) the enrollment or attempted enrollment of non-existent individuals or Business Entities as Ambassadors or Customers (“phantoms”); (v) purchasing Piper Noble products on behalf of another Ambassador or Customer, or under another Ambassador’s or Customer’s ID number, to qualify for commissions or bonuses; (vi) purchasing excessive amounts of products that cannot reasonably be used or resold in a month; and/or (vii) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product or service purchases by end user consumers.

An Ambassador shall not use another Ambassador’s or Customer’s credit card or debit checking account to enroll in Piper Noble or purchase products without the account holder’s written permission. Such documentation must be kept by the Ambassador indefinitely in case the Company needs to reference this.

B. Regarding an order with an invalid or incorrect payment, Piper Noble will attempt to contact the Ambassador by phone, mail or e-mail in order to obtain another form of payment. If these attempts are unsuccessful after 7 business days, the order will be canceled.

C. If an Ambassador wants to move an order to another Ambassador’s business, he or she must have prior authorization, of all parties involved. The Company will charge the Ambassador a $14 fee for processing.

D. Prices are subject to change without notice.

E. An Ambassador or Customer who is a recipient of a damaged or incorrect order must notify Piper Noble within 14 calendar days from receipt of the order and follow the procedures as set forth in these Policies.

4.2 Inventory Loading

A. Piper Noble is dedicated to minimizing the risk of improper “inventory loading.” Piper Noble supports the conducting of a healthy business with no product inventory. However, Ambassadors are free to purchase additional product(s) if the Ambassador believes this will help better support their business;

B. Purchasing additional product is in no way a requirement or an assurance that an Ambassador’s business will do better;

C. Ambassadors purchasing large quantities of product(s) for the sole purpose of meeting sales goals or contests may be terminated for inventory loading.

D. All products carried, as inventory will have the same time frames associated with Piper Noble’s Return & Exchange Policy and exchange program. It is the responsibility of the Ambassador to check for defects upon arrival of their shipments. Damaged or defective items on orders over 30 days will not be replaced or refunded.

E. You may not order items for a vendor event in the hopes of returning the items that do not sell. Orders over $300 USD in retail product value during a 30-day period will not be eligible for more than 10% of returns, and will be subjected to a 20% restocking fee. In addition, we will review the account to ensure that there was not deceptive purchasing to go around this policy.

4.3 Insufficient Funds

A. All checks returned for insufficient funds will be re-submitted for payment. A $7 fee will be charged to the account of the Ambassador or Customer for all returned checks and insufficient funds.

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

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

D. If a credit card order or automatic debit is declined the first time, the Customer or Ambassador will be contacted for an alternate form of payment. If payment is declined a second time, the Customer or Ambassador may be deemed ineligible to purchase Piper Noble products in the future.

4.3 Sales Tax Obligation

A. The Ambassador shall comply with all state and local taxes and regulations governing the sale of Piper Noble products.

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

5.0 PAYMENT OF COMMISSIONS & BONUSES

5.1 Bonus and Commission Qualifications

A. An Ambassador must be active and in compliance with these Policies to qualify for bonuses and commissions. As long as an Ambassador complies with the terms of the Agreement, the Company shall pay commissions in accordance with the Compensation Plan.

B. Piper Noble will not issue a payment to an Ambassador without the receipt of a completed and signed Company Ambassador Agreement and/or Electronic Authorization.

5.2 Computation of Commissions and Discrepancies

A. A Piper Noble Ambassador must review his or her monthly statement and bonus/commission reports promptly and report any discrepancies within 7 days of receipt. After the 7-day “grace period,” no additional requests will be considered for commission recalculations.

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

5.3 Adjustments to Bonuses and Commissions for Returned Products

A. An Ambassador receives bonuses and commissions based on the actual sales of products to end consumers. When a product is returned to Piper Noble for a refund from the end consumer, the bonuses and commissions attributable to the returned product will be deducted from the Ambassador who received bonuses or commissions on such sales. Deductions will occur in the month in which the refund is given and continue every pay period thereafter until the bonus/and or commission is recovered.

B. In the event that an Ambassador terminates his or her business, and the amounts of the bonuses or commissions attributable to the returned products or services have not yet been fully recovered by the Company, the remainder of the outstanding balance may be offset against any other amounts that may be owed by Piper Noble to the former Ambassador.

C. Any commission or bonus earned and paid on products returned must be repaid
to Piper Noble by the Ambassador. If the Ambassador is current, Piper Noble
will offset such amounts from future commission and/or bonus payments. If an Ambassador is no longer current (resigned or terminated), the company the
company will pursue a legal claim for repayment.

D. An Ambassador earns commissions only on sales of Piper Noble products. For
example, an Ambassador does not earn commission on:

-Basic Starter Kit Sales
-Free Product
-Shipping/Tax
-Hostess Incentives
-Hostess Free Gifts
-Hostess Rewards Program Product Samples
-Business Supplies and Marketing Materials
-Piper Noble Event Tickets/Registration Fees

6.0 SATISFACTION GUARANTEED AND RETURN OF SALES AIDS

A. Piper Noble offers a one hundred percent (100%) 30 day money back guarantee for all Customers. If a Customer purchased a product and is not satisfied with the product, the Customer may request a refund from the Ambassador who sold the product to the Customer. If you as an Ambassador are not 100% satisfied with our products, you may return the items for a refund so long as the following conditions are met: (i) neither you nor we have terminated the Agreement; (ii) the products were purchased within 30 days; and (iii) the products remain in unused resalable Condition (as defined in the Definitions section below). The refund shall be 90 percent of the purchase price. Shipping and handling charges incurred will not be refunded.

B. Upon cancellation of the Agreement, the Ambassador may return all products purchased from the company Piper Noble within one (1) year from the date of cancellation for a refund if he or she is unable to sell or use the merchandise. An Ambassador may only return sales aids he or she: (i) personally purchased from the Company; (ii) are under his or her Ambassador Identification Number; and (iii) and which are in new resalable Condition (as defined in the Definitions section below). Any custom orders of printed sales aids (e.g., business cards, brochures, etc.) whereon the Ambassador’s contact information is imbedded, hard printed, or added by the Ambassador, are not able in Resalable Condition and thus nonrefundable. Upon Piper Noble’s receipt of the products and sales aids, the Ambassador will be reimbursed 90 percent of the net cost of the original purchase price(s), less shipping and handling charges. If the purchases were made through a credit card, the refund will be credited back to the same credit card account. The Company shall deduct from the reimbursement paid to the Ambassador any commissions, bonuses, rebates or other incentives received by the Ambassador which were associated with the merchandise that is returned.

Please read important guidelines/restrictions below prior to mailing your item(s):

-Limited Edition items are not eligible for returns or exchanges.
-Collections are only eligible for return as a whole collection, we cannot process refund or exchange for an individual item within a collection.
-Starter Kits or individual contents from the Kit cannot be returned or exchanged as per our Ambassador Agreement Policy.

C. If an Ambassador’s Agreement is terminated at any time, Piper Noble will repurchase currently marketable, resalable, unopened inventory, with tags, once the product has been received by Piper Noble for an inspection for 90% of the Ambassador’s original net costs less shipping costs, and appropriate set-offs, such as overpayment of commissions, and legal claims, if any, for up to $300. Piper Noble does not encourage “stockpiling” of product.

D. Orders over $500 USD in retail product value will not be eligible for more than 10% of returns, and will be subjected to a 20% restocking fee. Orders may not split to work around our return limitation and restocking fee. Deceptive ordering will result in an account suspension and/or termination.

6.1 Return Process

A. All returns, whether by a Customer or Ambassador, must be made as follows:

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

II. Ship items to the address provided by Piper Noble Customer Service Department when you are given your RMA.

III. Provide a copy of the invoice with the returned products. Such invoice must reference the RMA and include the reason for the return.

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

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

C. An Ambassador’s return of $1,000 or more of products accompanied by a request for a refund within twelve (12) months may constitute grounds for involuntary termination.

D. The amount refunded will be the price paid for the eligible item plus the sales
tax. We cannot, however, refund any shipping charges.

E. Please read important guidelines/restrictions below prior to mailing your
item(s):

-Limited Edition items are not eligible for returns or exchanges.
-Collections are only eligible for return as a whole collection, we cannot process
a refund or exchange for an individual item within a collection.
-Starter Kits or individual contents from the Kit cannot be returned or exchanged as per our Ambassador Agreement Policy.

F. Once the original item item has been received, we will ship out the new item.
Shipping will not be charged on an exchange. Any balance due will be charged to
the credit card indicated on the Return & Exchange Form. Any credit due will be refunded to the original form of payment.

G. We offer a 60 day guarantee on our bags, meaning that if a customer contacts us
and they have a defect, that they can show us in photos within the 90 days from
date it was delivered to them, we will replace it.

H. Ambassadors may not order items for a vendor event in the hopes of returning
the items that do not sell. Orders over $300 USD in retail product value will not
be eligible for more than 10% of returns, and will be subjected to a 20%
restocking fee. Orders may not split to work around our return limitation and restocking fee. Deceptive ordering will result in an account suspension and/or termination.

I. Items returned from a Customer or Ambassador that are not eligible based on
our Return/Exchange Policy will be notified by our Returns & Exchange
Department with the option of having the item shipped back to them with a
re-ship fee. Customers and Ambassadors will have 7 calendar days to respond to
this option before the product is disposed.

7.0 PRIVACY POLICY

7.1 Introduction

This policy on privacy is to ensure that all Customers and Ambassadors understand and adhere to the basic principles of confidentiality.

7.2 Expectation of Privacy

A. Piper Noble recognizes and respects the importance its Customers and Ambassadors place on the privacy of their financial and personal information. Piper Noble will make reasonable efforts to safeguard the privacy of, and maintain the confidentiality of its Customers’ and Ambassadors’ financial and account information, as well as nonpublic personal information.

B. By entering into the Ambassador Agreement, an Ambassador authorizes Piper Noble to disclose his or her name and contact information to upline Ambassadors solely for activities related to the furtherance of the Piper Noble business. An Ambassador hereby agrees to maintain the confidentiality and security of such information and to use it solely for the purpose of supporting and servicing his or her downline organization and conducting the Piper Noble business.

7.3 Employee Access to Information

Piper Noble limits the number of employees who have access to Customers’ and Ambassadors’ nonpublic personal information.

7.4 Restrictions on the Disclosure of Account Information

A. Piper Noble will not share nonpublic personal information or financial information about current or former Customers or Ambassadors with third parties, except as permitted or required by laws and regulations, court orders, or to serve the Customers’ or Ambassadors’ interests or to enforce its rights or obligations under these Policies, the Ambassador Agreement, or with written permission from the account holder on file.

8.0 PROPRIETARY INFORMATION AND TRADE SECRETS

8.1 Business Reports, Lists, and Proprietary Information

A. By completing and signing the Ambassador Agreement, you acknowledge that Business Reports, lists of Customer and Ambassador names and contact information, and any other information which contains financial, scientific or other information — both written or otherwise — circulated by the Company and pertaining to the business of Piper Noble (collectively, “Reports”), are confidential, proprietary information and trade secrets belonging to Piper Noble.

8.2 Obligation of Confidentiality

A. During the Term of the Ambassador Agreement and for a period of 7 years after the termination or expiration of the Ambassador Agreement between the Ambassador and Piper Noble, the Ambassador shall not:

I. Use the information in the Reports to compete with Piper Noble or for any purpose other than promoting his or her Piper Noble business;
II. Use or disclose to any person or entity any confidential information contained in the Reports, including the replication of the genealogy in another network marketing company.

8.3 Breach and Remedies

A. The Ambassador acknowledges that such proprietary information is of such character as to render it unique and that disclosure or use thereof in violation of this provision will result in irreparable damage to Piper Noble and its independent Ambassadors’ businesses. Piper Noble and its Ambassadors will be entitled to injunctive relief or to recover damages against any Ambassador who violates this provision in any action to enforce its rights under this section. The prevailing party shall be entitled to an award of attorney’s fees, court costs and expenses.

8.4 Return of Materials

A. Upon demand, any current or former Ambassador will return the original and all copies of all “Reports” to Piper Noble together with any Company confidential information in such person’s possession.

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

9.1 Labeling, Packaging, and Displaying Products

A. An Ambassador may not re-label, re-package, refill, or alter labels of any Piper Noble product information, materials or program(s) in any way. Piper Noble products must only be sold in their original containers from Piper Noble. Such re-labeling or re-packaging violates federal and state laws which may result in criminal or civil penalties or liability.

B. Piper Noble will permit Ambassadors to solicit and make Commercial Sales upon prior written approval from the Company. For the purpose of these Policies, the term “Commercial Sale” means the sale of:

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

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

C. An Ambassador may sell Company products and display the Company trade name at any appropriate display booth (such as a trade show) only upon prior written approval from Piper Noble.

D. Piper Noble reserves the right to refuse authorization to participate at any function that it does not deem a suitable forum for the promotion of its products or the Company opportunity.

9.2 Use of Company Names and Protected Materials

A. The trademarked Piper Noble name cannot be used in any Google AdWords or
other search engine marketing campaigns of sponsored links. This includes the
use of your Personal Website, since this contains Piper Noble advertisements.
All web advertisements must clearly contain the descriptor of Independent
Ambassador in both the title and description field.

B. The use of Piper Noble or Piper Noble logo cannot be used by Ambassadors unless accompanied by “Independent Ambassador”. For branded marketing
materials, the Ambassador should refer to the materials provided in the Back Office.

C. Ambassadors may not produce, distribute or sell DVDs, videotapes, audiotapes
and other training materials bearing the Company brand and name. If you have
suggestions for training material, please submit your ideas to the Corporate Office.

D. You must safeguard and promote the good reputation of Piper Noble and its products. The marketing and promotion of the Company, the Company opportunity, the Compensation Plan, and its products will be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct and practices.

E. All promotional materials supplied or created by Piper Noble must be used in their original form and cannot be changed, amended or altered except with prior written approval from the Company Compliance Department.

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

G. An Ambassador’s use of the name “Piper Noble” is restricted to protect the Company’s proprietary rights, ensuring that the Company protected names will not be lost or compromised by unauthorized use. Use of the Piper Noble name on any item not produced by the Company is prohibited except as follows:

I. [Your name], Independent Piper Noble Ambassador

II. [Your name] Ambassador of Piper Noble products.

III. [Your name] Piper Noble Ambassador

H. Further procedures relating to the use of the Piper Noble name are as follows:

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

II. Ambassadors may list “Independent Piper Noble Ambassador or “Piper Noble Ambassador” in the white pages of the telephone directory under his or her own name.

III. Ambassadors may not use the name “Piper Noble” or “Piper Noble Corporate Headquarters” in answering his or her telephone, creating a voice message or using an answering service, such as to give the impression to the caller that they have reached the corporate office.

I. Certain photos and graphic images used by Piper Noble in its advertising, packaging, and websites are the result of paid contracts with outside vendors that do not extend to Ambassadors. If you want to use these photos or graphic images, you must negotiate individual contracts with the vendors for a fee.

J. A Piper Noble Ambassador shall not appear on or make use of television or radio, or make use of any other media to promote or discuss the Company or its programs, products or services without prior written permission from the Company Compliance Department.

K. An Ambassador may not produce for sale or distribution any Company event or speech, nor may an Ambassador reproduce Company audio or video clips for sale or for personal use without prior written permission from the Company Compliance Department.

L. Piper Noble reserves the right to rescind its prior approval of any sales aid or promotional material to comply with changing laws and regulations and may request the removal from the marketplace of such materials without financial obligation to the affected Ambassador.

M. An Ambassador shall not promote non-Piper Noble products in conjunction with Piper Noble products on the same websites or same advertisement without prior approval from the Company Compliance Department.

9.3 Email Limitations

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

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

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

B. In all states where prohibited by law, an Ambassador may not transmit, or cause to be transmitted through a third party, (by telephone, facsimile, computer or other device), an unsolicited advertisement to any equipment, which has the capacity to transcribe text or images from an electronic signal received over a regular telephone line, cable line, ISDN, T1 or any other signal carrying device, except as set forth in this section.

C. All e-mail or computer broadcasted documents subject to this provision shall include each of the following:

I. A clear and obvious identification that the e-mail message is an advertisement or solicitation. The words “advertisement” or “solicitation” should appear in the subject line of the message;

II. A clear return path or routing information;

III. The use of legal and proper domain name;

IV. A clear and obvious notice of the opportunity to decline to receive further commercial email messages from the sender;

V. Unsubscribe or opt-out instructions should be the very first text in the body of the message box in the same size text as the majority of the message;

VI. The true and correct name of the sender, valid senders email address, and a valid sender physical address;

VII. The date and time of the transmission;

VIII. Upon notification by recipient of his or her request not to receive further emailed documents, a Piper Noble Ambassador shall not transmit any further documents to that recipient.

D. All e-mail or computer broadcasted documents subject to this provision shall not include any of the following;

I. Use of any third-party domain name without permission;

II. Sexually explicit materials.

9.4 Internet, Replicated Website, and Social Media

A. You may not use or attempt to register any of Piper Noble’s trade names, trademarks, service names, service marks, product names, URLs, advertising phrases, the Company’s name or any derivative thereof, for any purpose including, but not limited to, Internet domain names (URL), third party websites, e-mail addresses, web pages, or blogs.

B. You may not sell Piper Noble products or offer the business opportunity using “online auctions” or “online marketplaces” such as eBay®, Amazon, etc.

C. All Ambassadors may only have one (1) replicated website offered by Piper Noble and hosted on the Company’s servers. Ambassadors may use this replicated website to enroll new Ambassadors and offer Customers and Ambassadors alike the opportunity to buy Company products. Piper Noble does not allow an Ambassador to create his or her own third-party website (i.e., a website not hosted on the Company servers).

D. Ambassador understands that if he, she or it cancels its Piper Noble business, Piper Noble revokes the Ambassador’s authorization to his, her or its replicated website and may cancel and/or redirect all traffic to the Corporate site. Decisions and corrective actions in this area are at the Company’s sole discretion.

E. Social Media sites may not be used to sell or offer to sell Piper Noble products. PROFILES An Ambassador GENERATES IN ANY SOCIAL COMMUNITY WHERE Piper Noble IS DISCUSSED OR MENTIONED MUST CLEARLY IDENTIFY THE Ambassador AS A Piper Noble Ambassador, and when an Ambassador participates in those communities, one must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at the Company’s sole discretion, and offending Ambassadors will be subject to disciplinary action. Banner ads and images used on these sites must be current and must come from the Piper Noble approved library. If a link is provided, it must link to the posting Ambassador’s replicated website.

F. Anonymous postings or use of an alias on any Social Media site is prohibited, and offending Ambassadors will be subject to disciplinary action.

G. Ambassadors may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Ambassadors create or leave must be useful, unique, relevant and specific to the blog’s article.

H. Ambassadors must disclose their full name on all Social Media postings, and conspicuously identify themselves as an independent Ambassador for Piper Noble. Anonymous postings or use of an alias is prohibited.

I. Postings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the Piper Noble income opportunity, the Company’s products, and/or your biographical information and credentials.

J. Ambassadors are personally responsible for their postings and all other online activity that relates to Piper Noble. Therefore, even if an Ambassador does not own or operate a blog or Social Media site, if an Ambassador posts to any such site that relates to Piper Noble or which can be traced to Piper Noble, the Ambassador is responsible for the posting. Ambassadors are also responsible for postings which occur on any blog or Social Media site that the Ambassador owns, operates, or controls.

K. As an Ambassador, it is important you do not converse with any person who places a negative post against you, other Ambassadors, or the Company. Report negative posts to compliance@pipernoblebags.com. Responding to such negative posts often simply fuels a discussion with someone carrying a grudge that does not hold themselves to the same high standards as Piper Noble, and therefore damages the reputation and goodwill of the Company and its Ambassadors.

L. The distinction between a Social Media site and a website may not be clear-cut, because some Social Media sites are particularly robust, the Company therefore reserves the sole and exclusive right to classify certain Social Media sites as third-party websites and require that Ambassadors using, or who wish to use, such sites adhere to the Company’s policies relating to third-party websites.

M. If your Piper Noble business is cancelled for any reason, you must discontinue using the Company name, and all of Company’s trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all Social Media sites that you utilize. If you post on any Social Media site on which you have previously identified yourself as an independent Piper Noble Ambassador, you must conspicuously disclose that you are no longer an independent Ambassador of Piper Noble.

N. Failure to comply with these Policies for conducting business online may result in the Ambassador losing their right to advertise and market Piper Noble products and the Company’s business opportunity online in addition to any other disciplinary action available under these Policies.

9.5 Advertising and Promotional Materials

A. You may not advertise any Piper Noble products at a price LESS than the highest Company published, established retail price of ONE offering of the Piper Noble product plus shipping, handling and applicable taxes. No special enticement advertising is allowed. This includes, but is not limited to, offers of a free Company business, free shipping, or other such offers that grant advantages beyond those available through the Company.

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

C. All advertising, including, but not limited to, print, Internet, computer bulletin boards, television, radio, etc., are subject to prior written approval by the Company Compliance Department.

D. All requests for approvals with respect to advertising must be directed in writing to the Company Compliance Department.

E. Prior Company approval is not required to place blind ads that do not mention Piper Noble, its employees, any of its products, services, designs, symbols, programs, and trademarked, copyrighted, or otherwise protected materials.

F. Piper Noble reserves the right to rescind its prior approval of submitted advertising or promotional materials in order to comply with changing laws and regulations, and may require the removal of such advertisements from the marketplace without obligation to the affected Ambassador.

9.6 Testimonial Permission

A. By signing the Piper Noble Ambassador Agreement, you give the Company permission to use your testimonial or image and likeness in corporate sales materials, including but not limited to print media, electronic media, audio and video. In consideration of being allowed to participate in the Piper Noble opportunity, you waive any right to be compensated for the use of your testimonial or image and likeness even though Piper Noble may be paid for items or sales materials containing such image and likeness. In some cases, an Ambassador’s testimonial may appear in another Ambassador’s advertising materials. If you do not wish to participate in the Company’s sales and marketing materials, you should provide a written notice to the Company Compliance Department to ensure that your testimonial or image and likeness will not be used in any corporate materials, corporate recognition pieces, advertising or recordings of annual events.

9.7 Telemarketing – Limitations

A. A Piper Noble Ambassador must not engage in telemarketing in relation to the operation of the Ambassador’s business. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of Piper Noble products, or to recruit them for the Piper Noble opportunity.

B. The Federal Trade Commission (“FTC”) and the Federal Communications Commission (“FCC”) each have laws that restrict telemarketing practices. Both Federal agencies, as well as a number of states, have “do not call” regulations as part of their telemarketing laws.

C. While an Ambassador may not consider himself or herself a “telemarketer” in the traditional sense, these regulations broadly define the term “telemarketer” and “telemarketing” so that the unintentional action of calling someone whose telephone number is listed on the Federal “Do Not Call” registry could cause the Ambassador to violate the law. These regulations must not be taken lightly, as they carry significant penalties (up to $11,000 per violation).

D. “Cold calls” or “state-to-state calls” made to prospective Customers or Ambassadors that promote either the Company products or the Piper Noble opportunity is considered telemarketing and is prohibited.

E. Exceptions to Telemarketing Regulations

A Piper Noble Ambassador may place telephone calls to prospective Customers or Ambassadors only under the following limited situations:

I. If the Ambassador has an established business relationship with the prospect;

II. In response to the prospect’s personal inquiry or application regarding a product offered by the Piper Noble Ambassador within three (3) months immediately before the date of such a call;

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

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

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

F. An Ambassador shall not use automatic telephone dialing systems in the operation of his or her businesses.

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

H. By signing the Ambassador Agreement, or by accepting commission checks, other payments or awards from Piper Noble, an Ambassador gives permission to Piper Noble and other Ambassadors to contact them as permitted under the Federal Do Not Call regulations.

I. In the event an Ambassador violates this section, Piper Noble reserves the right to institute legal proceedings to obtain monetary or equitable relief.

9.8 Social Media and Personal Websites

A. You cannot create a fan page on Facebook, Twitter, Polyvore, Pinterest or any other social networking site that appears to be Corporate. However, you may create a channel that includes the term “Independent Ambassador for Piper Noble” in the name. You cannot use the word “official” or anything similar. If you are linking to your Piper Noble Personal Website on a social networking site, you must clearly identify yourself as an Independent Ambassador. If you decide to create a Facebook page for your Piper Noble business, you must include “Independent Ambassador for Piper Noble” in the name, and follow this naming order: “Your name, Independent Ambassador for Piper Noble.” Do not use the Piper Noble logo, Corporate’s profile picture or any other branded image that isn’t approved by Corporate. Please do not create an alias for any sites like Twitter or others that use any permutation of the Piper Noble e name. Your Twitter account may not relate back to the brand or a specific region you represent.

B. Ambassadors may not use the Piper Noble Corporate Facebook Fan Page, Corporate Twitter account, Corporate Pinterest account to solicit business, drive people to your Personal Website, or sign up team members.

I. Facebook Guidelines – Facebook is a great tool to help build your business and leverage your social network. Whether you are posting about Piper Noble from your personal Facebook account, or from a Facebook page created entirely for building your business, we encourage you to leverage the content we share on our Corporate Fan Page. See below for some Do’s and Don’ts when posting on Facebook

Facebook Do’s:
? Feel free to post to your personal Facebook page (i.e. a link to your personal site) and tag Piper Noble Corporate in your post.
? Do share posts from the Piper Noble Corporate Facebook Fan Page with your fans, by “sharing” the content and add in your own personal touch.
? Do invite your fans and friends to attend vendor events or demos from your Facebook account.
? Do invite your fans and friends to attend specialized groups.

Facebook Don’ts:
? Don’t use the Piper Noble Corporate Facebook Fan Page to solicit business from fans of the Corporate Facebook Fan Page. This includes posting a link to your personal website on the fan’s wall, or offering to sell an item to a fan who inquires about a product. This is considered “poaching”.
? Don’t use the Piper Noble Corporate Facebook Fan Page to solicit prospective Ambassadors to join your team.
? Don’t post negative comments about the brand on the Piper Noble Corporate Facebook Fan Page.
? Don’t put individuals in one of your Facebook groups without a clear agreement to join.

II. Twitter Guidelines – Tweeting about your Piper Noble e business can be a great way to build buzz and awareness. However, we ask that you follow a couple simple guidelines when tweeting about your Piper Noble business:

Twitter Dos:
? Do identify yourself as an “Independent Ambassador” in your Twitter bio.
? Do retweet an exciting celeb or press tweet about Piper Noble, along with any tweet you find interesting to share from Corporate.
? Do feel free to promote your own personal website on tweets you publish that do not include celebrity or media outlet @ mentions.
? Do share press and other interesting news from the Corporate by “re-tweeting.”
Twitter Don’ts:
? Don’t promote or personally solicit business from celebrities, bloggers, influencers or media outlets or invite them to visit your personal website.
? Don’t use the Corporate Twitter feed to solicit prospective Ambassadors to join your team.

III. Pinterest Guidelines – Pinterest is a platform that you might consider to promote your business, which can drive traffic to your personal website and help spread the word about product to your social network. If you choose to utilize this platform, please follow these simple guidelines:

Pinterest Dos:
? Do install the “pin-it” button on your browser and pin Piper Noble product from your personal website on your personal Pinterest page.
? Do re-pin Piper Noble product that already exists on Pinterest and update the link to direct to your own PWS.

Pinterest Don’ts:
? Don’t leave comments on other people’s pins or Corporate’s pins with a link to your personal website. If several Ambassadors were to leave a link to their personal website on pins in the comments section rather than repin the image, the original person who pinned may be discouraged from engaging with an Ambassador. If you have any questions on these guidelines, please contact Corporate.

C. Piper Noble Ambassadors may not sell Piper Noble on any website other than her/his official personal Piper Noble website. Piper Noble Ambassadors may not display product images on other websites where you can directly purchase the goods. You may have a link that directs you to your Piper Noble website from an outside website. You may NOT sell Company products (including Business Supplies) through any online auction service or any other website. Nor may you advertise your business or the business opportunity through online auction services. We have a no-tolerance policy on Internet sales and any infractions will result in immediate termination.

D. Leaders, who have achieved the rank of Lead Noble Ambassador may use personal websites to help organize materials for their team. You may not use our Piper Noble logo on this page, but you may communicate that you are an Independent Ambassador for our company and use an approved team logo. It is the responsibility of the leader to update and maintain this site on a regular basis. Failure to do so will require that the site be disabled.

E. If you choose to create a website to help build spirit de corps, then you must post the following statement at the top of your website:
“The purpose of this website is compile information for the “Your Team Name”. Should you wish to purchase a Piper Noble product or inquire about the opportunity, please visit (your replicated site name here).”
See the policy on “Team Names and Symbols”

F. You may not use or Piper Noble, or any derivative in a registered URL with any extension. This is in violation of our trademarked name and can result in the termination of an Ambassador account.

G. You may not use Piper Noble or any derivative thereof in any email addresses or social media accounts and/or handles. For example, you may not use anything like pipernoble@gmail.com.

10.0 CHANGES TO An Ambassador’S BUSINESS

10.1 Modification of the Ambassador Agreement

A Piper Noble Ambassador may modify his or her existing Ambassador Agreement (i.e., change a social security number to a Federal ID number, add a spouse or partner to the account, or change the form of ownership from an individual to a Business Entity owned by the Ambassador) by submitting a written request, accompanied by a new Ambassador Agreement and the Business Registration Form, if applicable, completed with fresh signatures (not a “crossed out” or “white-out” version of the first Agreement), and any appropriate supporting documentation.

10.2 Change Sponsor or Placement for Active Ambassadors

A. Maintaining the integrity of the organizational structure is mandatory for the success of Piper Noble and our independent Ambassadors. As such, under exceptional circumstances at the discretion of the Company, a request to change placement may only be made within the first 24 hours of initial enrollment as an Ambassador. Furthermore, such changes may only occur within the same organization.

B. Sponsors may make “Placement changes” from one Ambassador to another for personally Sponsored (frontline) Ambassadors during the first 24 hours of enrollment.

C. To change or correct the Sponsor, an Ambassador must comply with following procedures:

I. Submit a Sponsor Placement Transfer Request;

II. Submit a Piper Noble Ambassador Agreement showing the correct Sponsor and Placement, and any appropriate supporting documentation;

III. The Ambassador Agreement must be a new, completed document bearing “fresh” signatures, not a “crossed-out” or “white-out” version of the first Agreement.

E. Upon approval, the Ambassador’s downline, if any, will transfer with the
Ambassador.

F. If one transfer has already been made a $25 fee will be assessed for the second and for each transfer thereafter.

G. After the first 30 days from initial enrollment, Piper Noble will honor the Sponsor/Placement as shown:

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

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

H. Piper Noble retains the right to approve or deny any requests to change Sponsor or Placement, and to correct any errors related thereto at any time and in whatever manner it deems necessary.

10.3 Change Sponsor or Placement for Inactive Ambassadors

A. At the discretion of Piper Noble, Ambassadors who have not neither ordered nor sold products in the past six months, and who have not tendered a letter of resignation, are eligible to re-enroll in Piper Noble under the Sponsor/Placement of their choice.

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

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

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

10.4 Change Organizations

A. If a Piper Noble Ambassador wishes to transfer organizations, he or she must submit a letter of resignation to the Company Customer Service Department and remain inactive (neither place orders nor sell product) with or in the Company for six (6) months from the receipt of the letter before being eligible to re-enroll under a different Sponsor/Placement.

B. Piper Noble retains the right to approve or deny any request to re-enroll after an Ambassador’s resignation.

C. If re-enrollment is approved, the former Ambassador will be issued a new Company ID number and will be required to submit a new Ambassador Agreement. The Ambassador will not be entitled to keep any former rank, downline, or rights to commission checks from any prior organization.

D. Transfers may not be done outside of the original organization.

10.5 Unethical Sponsoring

A. Unethical sponsoring activities include, but are not limited to, enticing, bidding or engaging in unhealthy competition in trying to acquire a prospect or new Ambassador from another Ambassador or influencing another Ambassador to transfer to a different sponsor.

B. Allegations of unethical sponsoring must be reported in writing to the Company Compliance Department within the first 90 days of enrollment. If the reports are substantiated, Piper Noble may transfer the Ambassador or the Ambassador’s downline to another sponsor, Placement or organization without approval from the current up-line Sponsor or Placement Ambassadors. Understand that Piper Noble remains the final authority in all such cases.

C. The Company prohibits the act of “Stacking.” Stacking is the unauthorized manipulation of the Piper Noble compensation system and/or the marketing plan in order to trigger commissions or cause a promotion off a downline Ambassador in an unearned manner. One example of stacking occurs when a Sponsor places participants under an inactive downline without his or her knowledge in order to trigger unearned qualification for commissioning. Stacking is unethical and unacceptable behavior, and as such, it is a punishable offense with measures up to and including the termination of Ambassador’s positions and businesses of all individuals and/or entities found to be directly involved.

D. Should Ambassadors engage in solicitation and/or enticement of members of another direct sales company to sell or distribute Piper Noble products to, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration, or mediation is brought against an Ambassador alleging that they engaged in inappropriate recruiting activity of another company’s sales force or Customers, Piper Noble will not pay any of Ambassador’s defense costs or legal fees, nor will the Company indemnify the Ambassador for any judgment, award, or settlement.

10.6 Separating a Piper Noble Business

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

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

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

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

C. If a relinquishing spouse, partner or owner of the business has completely relinquished (“Relinquishing Party”), in writing, all rights to the original Piper Noble business, he or she may immediately thereafter re-enroll under the Sponsor and Placement of his or her choice. In such cases, however, the Relinquishing Party shall have no rights to, and shall not solicit, any Ambassador or Customer in the former organization, and must develop a new business in the same manner as any other new Piper Noble Ambassador. An Ambassador in the Relinquishing Party’s former Downline who wishes to transfer to the Relinquishing Party’s new organization or to any other organization, must comply with the requirements in Section 12.5.

10.7 Succession

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

I. Complete and sign a new Piper Noble Ambassador Agreement;

II. Comply with the terms and provisions of the Ambassador Agreement; and

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

B. Bonus and commission checks of a Piper Noble business transferred based on this section will be paid in a single check to the successor. The successor must provide Piper Noble with an “address of record” to which all bonus and commission Payments will be sent. Payments will be based on the current performance of the business, not the highest rank or volume achieved.

C. If the business is bequeathed to joint devisees (successors), they must form a business entity and acquire a Federal taxpayer identification number. Piper Noble will issue all bonus and commission payments and one 1099 Miscellaneous Income Tax form to the managing business entity only.

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

I. A certified copy of the death certificate; and

II. A notarized copy of the will or other appropriate legal documentation establishing the successor’s right to the Piper Noble business.

E. To complete a transfer of the Piper Noble business because of incapacity, the successor must provide the following to the Company Compliance Department:

I. A notarized copy of an appointment as trustee;

II. A notarized copy of the trust document or other appropriate legal documentation establishing the trustee’s right to administer the Piper Noble business; and

III. A completed Ambassador Agreement executed by the trustee.

F. If the successor is already an existing Ambassador, Piper Noble will allow such Ambassador to keep his or her own business plus the inherited business active for up to six (6) months. By the end of the 6-month period, the Ambassador must have compressed (if applicable), sold or otherwise transferred either the existing business or the inherited business.

G. If the successor wishes to terminate the Piper Noble business, he or she must submit a notarized statement stating the desire to terminate the business, along with a certified copy of the death certificate, appointment as trustee, and/or any other appropriate legal documentation.

H. Upon written request, Piper Noble may grant a one (1) month bereavement waiver and pay out at the last “paid as” rank.

10.8 Resignation/Voluntary Termination

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

I. The Ambassador’s intent to resign;

II. Date of resignation;

III. Piper Noble Identification Number;

IV. Reason for resigning; and

V. Signature.

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

10.9 Involuntary Termination

A. Piper Noble reserves the right to terminate an Ambassador’s business for, but not limited to, the following reasons:

I. Violation of any terms or conditions of the Ambassador Agreement;

II. Violation of any provision in these Policies;

III. Violation of any provision in the Compensation Plan;

IV. Violation of any applicable law, ordinance, or regulation regarding the Piper Noble business;

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

VI. Returning over $1,000 worth of products, services and/or sales tools for a refund within a twelve (12) month period.

B. Piper Noble will notify the Ambassador in writing via mail or e-mail, at his or her last known address of its intent to terminate the Ambassador’s business and the reasons for termination. The Ambassador will have 21 calendar days from the date of mailing of such notice to respond in writing to the allegations or claims constituting cause for termination as stated in the notice. Piper Noble will then have 14 calendar days from the date of receipt of the Ambassador’s response to render a final decision as to termination.

C. If a decision is made by Piper Noble to terminate the Ambassador’s business, Piper Noble will inform the Ambassador in writing that the business is terminated effective as of the date of the written notification. The Ambassador will then have 21 calendar days from the date of mailing of such notice to appeal the termination in writing. Piper Noble must receive the Ambassador’s written appeal within 14 calendar days of the date of the Piper Noble termination letter. If the written appeal is not received within this time period, the termination will be considered final.

D. If the Ambassador does file a timely appeal of termination, Piper Noble will review its decision, along with any other information it may deem relevant, reconsider any other appropriate action, and notify the Ambassador of its decision. The decision of Piper Noble is then considered final and not subject to further review.

E. If the termination is not rescinded, the termination will be effective as of the date of the original termination notice by Piper Noble. The former Ambassador shall thereafter be prohibited from using the names, marks or signs, labels, stationery, advertising, or business material referring to or relating to any Piper Noble products. Piper Noble will notify the active upline Sponsor within 14 days after termination. The organization of the terminated Ambassador will “roll up” to the active upline Sponsor on record.

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

10.10 Effect of Cancellation

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

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

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

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

10.9 DISCIPLINARY SANCTIONS

11.0 Imposition of Disciplinary Action – Purpose

It is the spirit of Piper Noble that integrity and fairness should pervade among its Ambassadors, thereby providing everyone with an equal opportunity to build a successful business. Therefore, the Company reserves the right to impose disciplinary sanctions at any time, when it has determined that an Ambassador has violated the Agreement, these Policies, or the Compensation Plan as they may be amended from time to time by Piper Noble.

11.1 Consequences and Remedies of Breach

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

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

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

III. Imposition of a fine (which may be imposed immediately or withheld from future commission payments) or the withholding of commission payments (“Commission Hold”) until the matter causing the Commission Hold is resolved or until Piper Noble receives adequate additional assurances from the Ambassador to ensure future compliance;

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

V. Suspension of the Piper Noble Ambassador Agreement and business for one or more pay periods;

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

VII. Any other measure which Piper Noble deems feasible and appropriate to justly resolve injuries caused by the Ambassador’s violation of these Policies or a contractual breach; OR

VIII. Legal proceedings for monetary or equitable relief.

12.0 DISPUTE RESOLUTION

12.1 Grievances

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

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

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

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

E. Process for Grievances:

I. The Piper Noble Ambassador should submit a written letter of complaint (via mail or e-mail) directly to the Company Compliance Department. The letter shall set forth the details of the incident as follows:

a. The nature of the violation;
b. Specific facts to support the allegations;
c. Dates;
d. Number of occurrences;
e. Persons involved; and
f. Supporting documentation.

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

a. The Compliance Department will send an acknowledgment of receipt to the complaining Ambassador;
b. The Compliance Department will provide a verbal or written notice of the allegation to the Ambassador under investigation. If a written notice is sent to the Ambassador, he or she will have 14 business days from the date of the notification letter to present all information relating to the incident for review by Piper Noble.
c. The Compliance Department will thoroughly investigate the complaint, consider all the submitted information it deems relevant, including information from collateral sources. Due to the unique nature of each situation, determinations of the appropriate remedy will be on a case by case basis, and the length of time to reach a resolution will vary.
d. During the course of the investigation, the Compliance Department will only provide periodic updates simply stating that the investigation is ongoing. No other information will be released during this time. Ambassador calls, letters, and requests for “progress reports” during the course of the investigation will not be answered or returned.

F. Piper Noble will make a final decision and timely notify the Ambassadors involved.

12.2 Arbitration

A. Any controversy or claim arising out of or relating to the Piper Noble Ambassador Agreement or these Policies (or the breach thereof), the Ambassador’s business, or any dispute between Piper Noble and the Ambassador, shall be settled by binding and confidential arbitration administered by the American Arbitration Association under its commercial arbitration rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any such arbitration shall be held in Dallas, Texas. There shall be one arbitrator, who shall have expertise in business law transactions and who shall be knowledgeable in the direct selling industry, selected from a panel provided by the American Arbitration Association.

B. The prevailing party in any such arbitration shall be entitled to receive from the losing party, all costs and expenses of arbitration, including reasonable attorney’s fees and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to judgment in any court of competent jurisdiction.

C. This agreement to arbitration shall survive any termination or expiration of the Ambassador Agreement.

D. Nothing in these Policies shall prevent Piper Noble from applying for or obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect the Company’s interests or its Confidential Information prior to, during or following the filing of an arbitration or other proceeding, or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

E. NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE.

F. These Policies and any arbitration involving an Ambassador and Piper Noble shall be governed by and construed in accordance with the laws of the state of Texas, without reference to its principles of conflict of laws.

12.3 Severability

A. If any provision of these Policies is found to be invalid, or unenforceable for any reason, only the invalid provision shall be severed. The remaining terms and provisions hereof shall remain in full force and shall be construed as if such invalid or unenforceable provision never had comprised a part of these Policies.

13.4 Waiver

A. Only an officer of Piper Noble can, in writing, affect a waiver of these Policies. Piper Noble’s waiver of any particular breach by an Ambassador shall not affect Piper Noble’s rights with respect to any subsequent breach, nor shall it affect the rights or obligations of any other Ambassador.

B. The existence of any claim or cause of action of an Ambassador against Piper Noble shall not constitute a defense to Piper Noble’s enforcement of any term or provision of these Policies.

12.5 Successors and Claims

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

13.0 GOVERNING LAW

These Policies and Procedures shall be governed by and construed in accordance with the Laws of the State of Texas and the exclusive jurisdiction of the United States courts.

14.0 Piper Noble GLOSSARY OF TERMS

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

AGREEMENT: The contract between the Company and each Ambassador, which includes: (i) the Ambassador Agreement; (ii) the Piper Noble Policies and Procedures; and (iii) the Piper Noble Compensation Plan, all in their current form and as amended by Piper Noble in its sole discretion. These documents are collectively referred to as the “Agreement.”

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

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

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

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

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

ORGANIZATION: The Customers and Ambassadors placed below a particular Ambassador.

OFFICIAL CORPORATE MATERIAL: Literature, audio or video tapes, and other materials developed, printed, published, and distributed by Piper Noble to its Ambassadors.

PLACEMENT: Your position inside your Sponsor’s organization.

RECRUIT: For purposes of Piper Noble’s Conflict of Interest Policy, the term “Recruit” means the actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Piper Noble Ambassador or Customer to enrol or participate in another multi level marketing, network marketing, or direct sales opportunity.

RESALABLE CONDITION: Products shall be deemed in “Resalable Condition” if each of the following elements is satisfied: (i) products are unopened and unused; (ii) products’ original packaging and labelling has not been altered or damaged; (iii) products are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; and (iv) the products contain current Piper Noble labelling. Any merchandise that is clearly identified at the time of sale as non returnable, discontinued, or as a seasonal item, shall not be resalable.

SPONSOR: An Ambassador who enrolls a Customer or another Ambassador into the Company, and is listed as the Sponsor on the Ambassador Agreement. The act of enrolling others and training them to become Ambassadors is called “sponsoring.”

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