CELARA MED LLC
Independent Contractor Policies & Procedures
How These Policies Fit Into the Agreement
These Policies & Procedures form part of the contractual relationship between Celara Med LLC ("Celara Med" or the "Company") and each person or approved business entity enrolled as an independent contractor (a "Contractor"). They should be read together with the Independent Contractor Agreement, any applicable Business Entity Addendum or Leader Addendum, and the current Celara Med Compensation Plan.
If a Company program, service, compensation feature, rank requirement, sponsorship feature, or activity standard described in this document is not currently offered, the related provision applies only if and when that feature is active. The Company may issue operational instructions, compliance guidance, or program-specific rules that supplement these policies.
Celara Med may revise the Agreement and these policies from time to time. Unless a different effective date is required by law or stated in the notice, a material policy revision becomes effective thirty (30) days after the Company provides notice and makes the revised version available through the Contractor portal or another official Company communication channel. Changes do not retroactively convert conduct that was compliant when it occurred into a violation.
PART I — CONTRACTOR RELATIONSHIP & ACCOUNT ADMINISTRATION
1. Independent Business Relationship
A Contractor operates an independently owned business and is not an employee, agent, legal representative, partner, joint venturer, or franchisee of Celara Med. Nothing in the Agreement authorizes a Contractor to bind the Company, incur obligations in the Company's name, negotiate on behalf of the Company, or represent that the Contractor has authority beyond the limited rights expressly granted by Celara Med.
Contractors control their own lawful business methods, schedule, and expenses, subject to the Agreement and the compliance standards that protect customers, healthcare partners, the Celara Med brand, and the integrity of the Compensation Plan. Contractors bear their own operating expenses, including travel, meals, lodging, office expenses, communications, equipment, advertising, and similar costs.
Celara Med does not set a Contractor's hours, require a minimum schedule, assign territories, require attendance at any meeting or call, or direct the manner and means by which a Contractor performs. A Contractor decides when, where, how much, and whether to work, may engage assistants or subcontractors at the Contractor's own expense and responsibility, and may operate other businesses subject only to the conflict-of-interest standards in these policies. Company training, coaching, recognition, and support are offered as resources and are not conditions of the relationship.
2. Tax Responsibility and Reporting
Each Contractor is responsible for determining and paying all federal, state, local, and other taxes arising from their independent business. Celara Med does not withhold payroll taxes, FICA, or similar employee deductions from Contractor compensation, and Contractors are not eligible for Company-sponsored workers' compensation or unemployment benefits by reason of Contractor status.
Contractors must provide accurate taxpayer information. Celara Med will issue tax reporting forms when required by applicable law, including Form 1099-NEC for U.S. recipients who meet the applicable reporting threshold.
3. Business Licenses, Sales Tax, and Insurance
A Contractor is responsible for obtaining any business license, permit, registration, or filing required where the Contractor operates, and for collecting and remitting any sales, use, or similar tax that applies to the Contractor's own activities.
Celara Med does not provide insurance coverage for a Contractor's independent business. A Contractor is encouraged to carry general liability and, where applicable, professional liability coverage appropriate to the Contractor's activities, and the Company may require proof of coverage for participation in certain events or programs.
4. Eligibility, Enrollment, and Account Information
A person must be at least eighteen (18) years old and legally eligible to enter into the Agreement. Enrollment requires complete and accurate identity, tax, contact, and payment information requested by the Company.
The enrollment fee is the amount then published by the Company (currently $99.00) and is non-commissionable, unless a Company-approved promotion or enrollment option reduces or waives that amount. Enrollment provides access to the Contractor business account and available digital resources, including the virtual back office.
Failure to provide or maintain required information may result in payment holds, account restrictions, suspension, or termination until the deficiency is corrected.
5. One Business Account Per Contractor
A Contractor may hold only one Celara Med Contractor account and may not be a party to multiple Independent Contractor Agreements at the same time. More than one adult in the same household may separately enroll, but each account must represent and be operated as a distinct independent business.
6. Term, Monthly Continuation, and Platform Fee
The Contractor relationship continues on a month-to-month basis unless ended by the Contractor or the Company under the Agreement. Continued use of the back office, acceptance of customer activity or commission payments, or payment of the applicable monthly platform fee constitutes continued participation under the then-current Agreement.
The platform fee is the monthly amount then published by the Company (currently $7 per month). Failure to pay required fees may result in suspension or termination. A Contractor may resign at any time by sending a written request from the email address on file to support@celaramed.com.
7. Authority to Update Policies
Celara Med may modify the Agreement, Compensation Plan, program requirements, or these business standards when needed to address legal, compliance, operational, technology, or business changes. The Company will provide notice through an official channel and will identify the effective date of material changes.
A Contractor who does not wish to continue under a material revision may cancel the Contractor account before the revision becomes effective. Continued participation after the effective date constitutes acceptance of the updated terms, to the extent permitted by law.
PART II — BUSINESS CONDUCT, REPRESENTATIONS & CUSTOMER PROTECTION
8. Core Standard of Conduct
Contractors must conduct Celara Med-related activity lawfully, professionally, and in a manner that supports customer trust and the reputation of the Company. Fraud, deception, manipulation, harassment, intimidation, discrimination, unlawful conduct, and materially misleading statements are prohibited.
A Contractor is responsible for the conduct of assistants, marketers, agencies, family members, or other third parties acting at the Contractor's direction or with the Contractor's knowledge when that conduct relates to the Celara Med business. A Contractor may not use another person to do indirectly what the Contractor is prohibited from doing directly.
9. Truthful Statements About Celara Med
Contractors may describe Celara Med, its programs, products, services, business opportunity, and compensation only in a truthful and non-misleading manner that is consistent with current Company-approved information. A Contractor may not create a false impression of government approval, regulatory endorsement, guaranteed results, guaranteed income, or Company affiliation beyond independent contractor status.
Contractors must promptly stop using outdated, withdrawn, or superseded claims or materials after the Company communicates that they are no longer approved.
10. Earnings and Opportunity Communications
A Contractor may not make income projections, earnings guarantees, or misleading earnings or lifestyle representations. This includes displaying commission checks, bank records, tax forms, or similar proof of income as a promotional device, and claiming or implying that Celara Med income enabled a person to quit a job, replace salary, purchase luxury items, pay tuition, or travel.
When discussing the Compensation Plan, Contractors must communicate that results vary and require lawful customer acquisition, effort, sales skill, follow-up, and consistent business activity. Statements suggesting that the system, the Company, or a downline will build the business for someone without meaningful effort are prohibited.
The Company publishes an income disclaimer with the Compensation Plan. A Contractor who presents the business opportunity must make that disclaimer available to the prospect at or before the time the opportunity is presented, and must not present earnings information in a way that contradicts or obscures it.
11. Product, Service, and Testimonial Claims
Contractors may use only claims and testimonials that are contained in, or specifically approved through, current Company materials. A Contractor may not state or imply that a Celara Med offering diagnoses, treats, cures, or prevents a disease, illness, injury, or medical condition unless the exact statement is authorized by the Company and lawful for the specific context in which it is used.
Personal experience does not create permission to make a claim that the Company has not approved.
12. No Rank Manipulation or Bonus Buying
Purchases or transactions made primarily to create artificial volume, satisfy activity, obtain a title or rank, trigger an incentive, or generate compensation that is not supported by bona fide customer demand are prohibited. Contractors may not arrange, finance, reimburse, or coordinate transactions for the purpose of manipulating the Compensation Plan.
13. Retail Sales Are the Purpose of the Business
The purpose of a Celara Med business is the sale of Company programs and services to bona fide end-user customers who purchase for their own use. Building a team is a means of expanding customer reach, not an end in itself, and no Contractor may present the business as one in which income is earned primarily from enrolling others.
Compensation under the Compensation Plan is earned on qualifying product and program sales, whether purchased by a customer or by a Contractor for genuine personal use, and on the sales activity of a Contractor's organization. No compensation is paid for the act of recruiting or enrolling a person, and enrollment fees are not commissionable.
Contractors must maintain and, on request, be able to demonstrate genuine customer sales activity. A Contractor may not build or maintain a position through purchases made principally to qualify for rank, compensation, or incentives rather than to meet actual customer demand or the Contractor's own genuine personal use.
14. No Purchase Requirement and No Inventory Loading
Enrollment requires only the enrollment fee and the ongoing platform fee described in these policies. A Contractor is not required to purchase programs, products, services, sales aids, tools, leads, event tickets, or training in order to enroll, to hold an account, or to receive compensation already earned under the Compensation Plan.
Rank qualification and commission qualification are measured by volume, and a Contractor's own genuine personal-use purchases generate volume in the same way a customer's purchases do. A Contractor must not purchase for the purpose of reaching a volume threshold, qualifying for a rank, triggering a bonus, or maintaining a position rather than for genuine use, and the Company may disregard volume it reasonably determines was generated for that purpose.
Celara Med does not sell inventory to Contractors for resale, and Contractors do not stock, hold, or ship product. A Contractor may not purchase, or encourage another Contractor to purchase, more of anything than that person can reasonably use or sell in the ordinary course, and may not condition sponsorship, placement, support, or advancement on any purchase.
15. Customer Orders and Payment Integrity
A Contractor may not use the Contractor's own credit card or payment credentials to pay for another Contractor's or customer's purchase, except where the Company expressly authorizes a specific payment arrangement. Contractors must not create false customer accounts, misstate customer identity, or submit transactions without the customer's informed authorization.
PART III — MARKETING, BRAND USE & SALES CHANNELS
16. Approved Marketing Materials and Methods
Contractors must use Company-approved sales tools, brand assets, disclosures, claims, and marketing methods. A Contractor may create original marketing content only when it complies with Company standards and does not alter the meaning of approved claims, disclaimers, or product information.
A Contractor may not sell marketing kits, sales tools, templates, lead systems, or training to other Celara Med Contractors without prior written authorization from the Company.
17. Social Media Standards
Social media may be used to promote an independent Celara Med business only in a truthful, professional, and compliant manner. Contractors are responsible for every post, comment, direct message, live broadcast, video, image, testimonial, and link they publish or cause to be published.
When required by Company policy, Contractors must complete claims or compliance training before promoting products, services, or the business opportunity. Contractors must comply with each platform's terms and must not engage in trolling, harvesting, bullying, shaming, harassment, unlawful conduct, or prohibited discriminatory or explicit content.
Orders and enrollments may be completed only through Company-approved systems. Social posts must direct customers or prospects to approved Company pages or the Contractor's authorized referral or replicated link.
18. Telephone, Text, Email, and Outbound Contact Compliance
A Contractor who contacts prospects or customers by telephone, text message, automated dialer, prerecorded message, fax, or email is solely responsible for complying with the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, federal and state do-not-call registries, state calling-time and consent laws, and carrier and platform messaging rules.
At minimum, a Contractor must obtain and be able to document the consent required for the type of message sent, honor opt-out and unsubscribe requests promptly and permanently, identify themselves accurately and not use deceptive sender names or subject lines, and provide a valid physical mailing address in commercial email where required.
Contractors may not purchase, rent, scrape, or use acquired contact lists to send marketing messages, may not use Company systems to send messages a recipient has not consented to receive, and may not send messages on behalf of another Contractor to that person's contacts without documented consent. Statutory damages for messaging violations are assessed per message and are the responsibility of the Contractor who sent or caused them.
19. Independent Websites, Apps, and Online Properties
A Contractor may operate an external website, blog, landing page, or mobile app to support the Contractor's Celara Med business if the property is clearly identified as independently operated and is not presented as an official corporate property.
External properties may not process Celara Med product sales or Contractor enrollments unless the Company has expressly approved that functionality in writing. Blind sites that conceal the operator's identity or create confusion about whether the site is corporate are prohibited. Celara Med may require correction or removal of noncompliant content and may withdraw prior approval when necessary.
20. Domain Names, Handles, and Search Advertising
A Contractor may not use a domain name, email address, social media handle, account name, ad identifier, or similar digital property that is likely to be mistaken for an official Celara Med property. Without written permission, Contractors may not use the Celara Med name or confusing variations in paid search terms, sponsored advertising, domains, email addresses, or social handles.
Contractors may not tag an independent business as the Company's corporate location on Google Maps or similar services, divert traffic by creating a false corporate appearance, or use terms such as 'official,' 'corporate,' 'support,' 'doctor,' 'assessment,' 'buy,' or 'products' in a manner likely to create confusion.
21. Trademark, Copyright, and Company Content License
Celara Med names, logos, trade dress, service marks, training content, presentations, webinars, recordings, written materials, and other Company-created assets are proprietary or licensed to the Company. During an active Agreement, a Contractor receives a limited, revocable, non-transferable right to use approved Company assets solely to promote the Contractor's authorized Celara Med business.
The right to use Company intellectual property ends when the Contractor relationship ends or when the Company withdraws permission. Contractors may not record Company events or calls, reproduce protected materials, remove proprietary notices, or distribute Company content beyond authorized uses without written permission.
22. Retail, Marketplace, and Event Restrictions
Unless the Company approves otherwise in writing, Celara Med offerings may not be sold through third-party online marketplaces, auctions, classifieds, warehouse clubs, discount outlets, wholesale establishments, or other unapproved retail channels.
Contractors may participate in trade shows or professional expositions only in accordance with Company rules. The Contractor must identify the business as independently operated, comply with applicable tax obligations, and obtain any required Company approval. The Company may limit an event to one Contractor or one coordinated Contractor team to avoid conflicting representation.
23. Geographic Limits on Business Activity
Contractors may market, enroll, sell, or otherwise conduct Celara Med business only in jurisdictions where the applicable activity is authorized. U.S.-purchased products or services may not be exported, resold, or offered for foreign resale unless Celara Med has provided written authorization. International expansion, if any, will be governed by market-specific Company rules.
24. Press and Public Media
Celara Med is the primary contact for press and media inquiries concerning the Company, its programs, services, business opportunity, or corporate matters. Contractors must notify the Company before participating in interviews or media appearances that materially concern Celara Med. Formal press and media inquiries must be directed to support@celaramed.com with "Media Inquiry" in the subject line.
PART IV — HEALTHCARE-SPECIFIC BOUNDARIES
25. Customer Medical Intake Must Be Customer-Completed
A Contractor must never complete a medical intake, assessment, questionnaire, or clinical history on a customer's behalf. A Contractor also may not coach a customer on how to answer a medical question, pressure a customer to omit information, minimize a condition, or change an answer for the purpose of improving the chance of approval.
Medical intake information must come directly from the customer and must be complete and truthful. Interference with a medical assessment may create serious patient-safety, ethical, contractual, and regulatory risks and may result in immediate account suspension or termination.
26. Contractors Do Not Practice Medicine Through Celara Med
Celara Med Contractors do not provide medical advice, diagnose conditions, prescribe treatment, determine medical eligibility, select medications for a customer, or override a licensed provider's clinical judgment. Contractors must not present sales, marketing, coaching, or customer-support communications as a substitute for medical care.
Clinical recommendations and prescribing decisions, when applicable, are made by licensed healthcare professionals who evaluate the customer. The customer and the treating or consulting professional are responsible for medical decision-making within the applicable clinical relationship.
27. Responsibilities of Licensed Professionals Who Also Participate
A licensed healthcare professional who also promotes or participates in a Celara Med business remains independently responsible for compliance with the laws, licensing rules, scope-of-practice requirements, telehealth standards, professional ethics, advertising restrictions, and other obligations that apply in the professional's jurisdiction.
A professional license does not expand the rights granted under the Contractor Agreement. When providing clinical services, the licensed professional acts in the professional capacity established by the applicable provider arrangement and not as an agent or employee of Celara Med merely because the professional also holds a Contractor account.
28. Packaging and Product Integrity
Contractors may not relabel, repackage, alter, open, tamper with, obscure, or modify original product packaging or labeling. Contractors may not create substitute labels or instructions that imply Company approval.
PART V — SPONSORSHIP, TEAM CONDUCT & OTHER BUSINESS INTERESTS
29. Other Businesses and Conflicts of Interest
A Contractor may participate in other businesses, affiliate programs, or direct-selling opportunities provided the other activity does not create a material conflict with Celara Med and is operated separately. Direct competition includes, by way of example, another telehealth or prescription-based business that targets substantially the same market, as reasonably determined by the Company.
Contractors may not promote another opportunity on a Celara Med team page, Company group, Company community, or other Celara Med-controlled space. A Contractor who is uncertain whether another venture creates a conflict should request written guidance from the Company.
30. Sponsorship Integrity and Correction of Enrollment Errors
If Celara Med uses sponsorship, the person under whom a Contractor enrolls is generally the Contractor's Sponsor. A newly enrolled Contractor who believes the Sponsor was recorded in error should contact support@celaramed.com within seven (7) days after enrollment and request a correction, with enough detail for the Company to verify what happened. The Company may accept a later request where the circumstances warrant.
Outside an approved correction, a request to change Sponsor is reviewed by the Company on a case-by-case basis and may be granted, conditioned, or declined based on the effect on other Contractors, the age of the account, and the integrity of the genealogy. Nothing in this policy prevents a Contractor from ending the Contractor relationship at any time. Former downline, rank, and related rights are not preserved by a sponsor change unless the Company expressly agrees otherwise.
31. Sponsor Release and Reassignment Exceptions
A Sponsor may request release of personally sponsored team members by sending written instructions to support@celaramed.com. The Company decides whether a requested reassignment is permitted and, if approved, when it becomes effective.
If a reassignment request is made within thirty (30) days after an original assignment, the Company may consider the request under its internal rules. A Contractor does not have an automatic right to select a replacement Sponsor.
32. Anti-Poaching and Prospect Respect
Contractors may not interfere with another Contractor's active prospecting or customer relationship by using Company channels, corporate social media audiences, another Contractor's posts, or similar access to divert a prospect or customer. Prohibited conduct includes soliciting a person in another Contractor's comment thread, messaging followers of Company posts for the purpose of diversion, or using Company-provided reporting to target another Contractor's relationships.
33. Inducing or Assisting Policy Violations
A Contractor may not encourage, direct, finance, coach, assist, or knowingly facilitate another Contractor's violation of the Agreement or these policies.
34. Leadership Expectations
Contractors who build teams are expected to provide reasonable mentorship and compliance support to personally sponsored Contractors. If the Company uses leadership ranks, a Contractor who reaches a designated leadership level may be required to sign a Leader Addendum before becoming eligible for leadership-specific compensation or privileges.
PART VI — COMPENSATION, FINANCIAL ADJUSTMENTS & RECORDS
35. What Compensation Is Based On
Contractor commissions are determined by the current Celara Med Compensation Plan and are payable only on transactions, program fees, and volume that the Compensation Plan identifies as commissionable. No compensation is earned merely for enrolling another Contractor.
Unless the Compensation Plan expressly states otherwise, physician consultations, telehealth visits, diagnostic services, prescription medications, compounded products, and the direct cost of goods or clinical services are not themselves commissionable.
36. Commission Adjustments, Chargebacks, and Collections
Compensation associated with a transaction may be reversed, reduced, or offset if the underlying transaction is canceled, refunded, charged back, deemed ineligible, reversed by a payment processor, or otherwise fails to remain valid under the Compensation Plan.
Celara Med may recover overpayments or amounts owed by deducting them from future compensation where permitted by law. Accounts requiring third-party collection activity may be ineligible for related commission payout to the extent collection costs or losses make the transaction non-qualifying.
37. Reporting Compensation or Genealogy Errors
A Contractor should report suspected commission, genealogy, placement, volume, or reporting errors in writing within ninety (90) days after the information becomes available. Celara Med will use reasonable efforts to investigate later-reported issues but is not responsible for losses that could have been avoided by timely notice, except where applicable law requires otherwise.
38. Company Promotions and Contractor Incentives
Company-sponsored promotions, discounts, contests, incentives, and enrollment offers may be shared as authorized. Contractors may not independently create raffles, drawings, enrollment discounts, cash rebates, or similar incentives connected to Celara Med transactions unless the Company approves the promotion in writing.
39. Incentive Trips and Awards
If Celara Med offers incentive travel or awards, eligibility is determined under the applicable promotional terms and the award is issued to the person or entity shown on the qualifying Contractor account. Recipients are responsible for taxes arising from an award and for personal travel risks not assumed by the Company.
A Contractor may lose eligibility or be required to reimburse costs if qualification was obtained through misrepresentation or material violation of the Agreement.
40. Retail Receipts and Customer Confirmations
Customers who purchase through approved Company systems receive the receipt, confirmation, or other transaction record generated by the applicable Company or approved fulfillment system. Contractors must not create substitute receipts that misrepresent the seller, price, product, or fulfillment source.
PART VII — INFORMATION, PRIVACY & INTELLECTUAL PROPERTY
41. Confidential Business Information
Nonpublic information obtained through the back office, Company reports, team reports, customer records, lead lists, compensation data, business analytics, or a Contractor's affiliation with Celara Med is confidential when a reasonable person would understand it is not intended for public use.
Contractors may use confidential information only for legitimate Celara Med business purposes and may not disclose, sell, transfer, scrape, copy, or use it to support another business or opportunity.
42. Protection of Personal Information
Contractors who receive personal information about customers, prospects, or other Contractors must protect it against unauthorized access, use, or disclosure. Personal information may include names, contact details, addresses, payment data, taxpayer identifiers, account information, and other information that identifies or can reasonably be linked to a person.
Contractors must use only Company-approved or lawful systems for handling sensitive information and must promptly report suspected loss, misuse, or unauthorized access through the Company's designated support or compliance channel.
43. Use of Company Reports, Lists, and Systems
Lead lists, customer reports, genealogy data, downline reports, contact exports, volume and commission reports, and other nonpublic back-office records are Company business records. They may not be used to recruit for another business, market unrelated products, sell or transfer contact data, or target another Contractor's customers or team members.
This restriction applies during the Contractor relationship and continues after it ends, for so long as the information retains its nonpublic character. A Contractor who leaves Celara Med may compete and may work with people they already knew independently, but may not copy, export, retain, or use Company records, reports, or systems to do so, and must cease using Company data on termination.
Misuse may result in immediate access restrictions, suspension, termination, and any legal remedy available to the Company, including remedies under applicable trade secret law.
44. Records, Audit, and Cooperation With Compliance Review
A Contractor should keep reasonable records of customer sales activity, marketing materials used, consents obtained for outbound contact, and any claims or testimonials published, for at least two (2) years or any longer period required by law.
Where the Company has a reasonable basis to review compliance, including a customer complaint, a regulator or platform inquiry, a suspected claims violation, or an apparent Compensation Plan irregularity, the Contractor will cooperate promptly and in good faith, provide the relevant records, and take any corrective action the Company reasonably directs. Failure to cooperate is itself a violation and may result in payment hold, suspension, or termination.
45. Respect for Third-Party Intellectual Property and Publicity Rights
Contractors must respect the copyrights, trademarks, names, likenesses, photos, videos, logos, endorsements, and other rights of other Contractors, public figures, companies, and third parties. Permission must be obtained when required, and attribution alone does not substitute for permission when permission is legally necessary.
Company assets may not be incorporated into books, paid courses, publications, training products, or other independently distributed materials without advance written approval.
46. Mobile App, Digital Platform, and Account Access
Celara Med may provide Contractors with access to a mobile application, web portal, virtual back office, community platform, training library, messaging system, or other digital tools (collectively, "Digital Platforms"). Access is provided solely for authorized Celara Med business purposes and remains subject to the Agreement, these policies, and any platform-specific terms presented by the Company.
A Contractor receives a limited, revocable, non-transferable right to access and use the Digital Platforms while the Contractor account remains active and in good standing. Contractors may not share login credentials, permit unauthorized users to access an account, circumvent security controls, scrape or harvest data, copy or reproduce protected platform content, reverse engineer software, interfere with platform operation, or use Company systems for an unauthorized or unlawful purpose.
Celara Med may suspend, restrict, modify, or discontinue access to a Digital Platform or feature when reasonably necessary for security, compliance, maintenance, business operations, suspected misuse, or termination of the Contractor relationship. Contractors are responsible for maintaining the confidentiality of their credentials and for promptly reporting suspected unauthorized account access.
47. Separation Between Contractors and Company Trainers
Celara Med may employ or otherwise directly engage fitness trainers, coaches, educators, presenters, moderators, or other personnel to provide Company-sponsored workouts, training, education, support, or live virtual sessions. These individuals act solely on behalf of Celara Med within the scope of their Company role and are separate from the independent Contractor network.
Contractors do not hire, supervise, manage, direct, compensate, control, or employ Company trainers or other Company personnel, and no Contractor has authority to assign duties to them, alter their responsibilities, or represent that a trainer or Company employee works for the Contractor. Likewise, Company trainers and personnel do not supervise, manage, control, or operate a Contractor's independent business and have no authority to bind a Contractor to business commitments.
The availability of Company-employed or Company-engaged trainers, coaches, or educational personnel does not create an employment, agency, partnership, joint venture, franchise, joint-employer, or supervisory relationship between any Contractor and those individuals. Contractors remain solely responsible for the operation of their own independent business, while Celara Med remains responsible for the personnel it directly employs or engages.
48. Company Training, Live Sessions, Webinars, and Virtual Events
Celara Med may offer live or recorded training sessions, coaching calls, webinars, conferences, workshops, community sessions, or other virtual or in-person events for education, business training, product education, compliance, or community purposes. Unless expressly identified as a clinical encounter conducted by an authorized licensed healthcare professional, these sessions are not medical consultations and do not provide individualized medical advice, diagnosis, treatment, or prescribing.
Participants must conduct themselves professionally and may not disrupt a session, harass another participant, solicit attendees for an unrelated business, distribute unauthorized links or materials, impersonate another person, or use a Company event for unlawful or unauthorized purposes. Celara Med may mute, remove, restrict, or deny access to a participant whose conduct violates these standards or interferes with the event.
49. Recording, Reproduction, and Distribution of Company Sessions
Unless Celara Med gives prior written permission, Contractors may not record, screen-record, photograph, capture, copy, download, reproduce, rebroadcast, livestream, publish, sell, distribute, or provide third-party access to any Company training, webinar, video conference, presentation, meeting, event, or recording. Notes created for a Contractor's personal business use are permitted so long as they do not reproduce protected Company material in substantial form or disclose confidential information.
Celara Med may record certain Company-hosted sessions for training, quality assurance, compliance, archival, or other legitimate business purposes. When recording consent or notice is required, the Company will use reasonable notice and consent procedures appropriate to the platform and applicable law. Participation in a recorded session after receiving the applicable notice constitutes consent only to the extent permitted by law. Separate permission or a release may be obtained when the Company intends to use an identifiable participant's contribution, image, voice, or testimonial in external advertising or promotional materials.
50. Privacy During Group Training and Community Sessions
Company training calls, webinars, community sessions, and group events are not appropriate venues for sharing confidential medical records, protected health information, passwords, payment credentials, Social Security numbers, or other highly sensitive personal information. Contractors must not request, post, display, or encourage disclosure of such information in a group setting.
Questions involving a customer's individual medical condition, prescription, eligibility, side effects, or treatment should be directed through the Company-approved clinical or support pathway rather than discussed in a general training or community session. Contractors are responsible for protecting confidential customer and team information when participating in screen sharing, demonstrations, chat, or live discussion.
51. Ownership of Digital and Training Content
Unless otherwise stated in writing, all Company-created app content, software interfaces, videos, recordings, presentations, course materials, graphics, downloads, worksheets, training resources, event materials, and related content are owned by or licensed to Celara Med and are protected by applicable intellectual-property laws. Providing access to such content does not transfer ownership or grant a Contractor the right to commercially exploit, sublicense, republish, create derivative training products from, or distribute the content outside the authorized Celara Med business.
52. Contractor Publicity Permission
By participating in Company events, submitting a testimonial, or voluntarily providing promotional content to Celara Med for Company use, a Contractor grants Celara Med a non-exclusive, worldwide, royalty-free license to use the submitted name, image, voice, likeness, story, testimonial, photo, or video for lawful Company advertising, training, or promotional purposes, unless a separate written release states otherwise.
To the extent permitted by law, the Contractor waives a right to additional compensation for authorized use of material voluntarily submitted for Company promotion.
PART VIII — ACCOUNT CHANGES, SUCCESSION & BUSINESS CONTINUITY
53. Assignment or Transfer of a Contractor Business
A Contractor may not assign, sell, delegate, pledge, or otherwise transfer rights or obligations under the Agreement without Celara Med's prior written approval. An attempted transfer made without approval is ineffective as against the Company and may result in account termination.
Celara Med may assign the Agreement, in whole or in part, to an affiliate or to a successor in connection with a merger, reorganization, financing, or sale of all or substantially all of its assets or equity, without Contractor consent. The Agreement binds and benefits the parties and their permitted successors and assigns.
54. Death of a Contractor
Upon a Contractor's death, an eligible successor or heir may request transfer of the Contractor business by providing the legal documents and instructions reasonably required by Celara Med. The successor may be required to sign a new Agreement within thirty (30) days after Company approval.
Celara Med will not divide a single Contractor account, genealogy position, or commission stream among multiple beneficiaries. If multiple beneficiaries are legally entitled to the business, the Company may require them to designate one recipient or form an eligible entity before the account can continue.
55. Divorce, Separation, and Ownership Disputes
Celara Med does not divide a single Contractor position or downline between spouses or other parties. A court order or settlement that affects ownership of a Contractor business must award or designate the business as a whole to one eligible recipient before the Company can update the account. The recipient may be required to sign a new Agreement and provide supporting documentation within thirty (30) days.
56. Dissolution of a Business Entity
If a business entity holding a Contractor account dissolves, its owners must provide legally sufficient instructions identifying the person or successor entity that will receive the business, subject to Company approval. Celara Med will not split one Contractor account, genealogy position, or commission stream among multiple recipients.
57. Reinstatement After Cancellation or Termination
A former Contractor may request reinstatement, but reinstatement is not automatic. Celara Med may deny reinstatement based on prior violations, unpaid amounts, compliance concerns, or business considerations.
If reinstatement is approved, the Company may require a new Agreement, current enrollment requirements, and a new enrollment purchase or fee. Unless the Company states otherwise, prior rank, downline, and privileges are not restored. Sponsor treatment will be determined under the then-current reinstatement rules.
58. Compression and Vacant Positions
If the Compensation Plan uses compression, a vacant genealogy position created by cancellation or termination may compress to the nearest eligible active upline in accordance with the current Compensation Plan.
59. Out-of-Stock or Temporary Unavailability
Celara Med may experience product, service, pharmacy, provider, or fulfillment shortages. The Company will communicate material unavailability through reasonable channels when practical. Temporary shortages may affect volume, qualification, commissions, or awards, and the Company does not guarantee continuous availability of any particular offering.
PART IX — COMPLIANCE REVIEW, DISCIPLINE & ENDING THE RELATIONSHIP
60. Duty to Follow the Agreement
Maintaining an active Contractor account requires compliance with the Agreement, these policies, applicable Company guidance, and the current Compensation Plan. Eligibility for compensation and business privileges may be conditioned on good standing.
A Contractor who believes a policy is unacceptable may end the Contractor relationship rather than continue activity in violation of the policy.
61. Compliance Review and Progressive Discipline
Celara Med may investigate suspected violations and determine appropriate corrective action based on the seriousness, frequency, intent, customer impact, legal risk, and prior history involved. Corrective action may include coaching, a written warning, removal or correction of content, temporary loss of privileges, payment hold, back-office suspension, final warning, termination, or legal action.
The Company is not required to use progressive discipline in every case. Serious, repeated, fraudulent, deceptive, patient-safety-related, or unlawful conduct may result in immediate suspension or termination.
62. Voluntary Cancellation, Inactivity, and Nonpayment
A Contractor may voluntarily cancel at any time by emailing support@celaramed.com from the email address on file and providing sufficient identifying information for the Company to process the request.
Celara Med may suspend or terminate an account for nonpayment of the platform fee, unpaid amounts owed to the Company, extended inactivity, or failure to satisfy an active program requirement. Any activity or qualification requirement will be governed by the current Compensation Plan or an official Company notice in effect at the time.
A platform fee that remains unpaid for sixty (60) days may result in termination. The Company may hold compensation while amounts owed remain unresolved, to the extent permitted by law.
63. Effect of Cancellation or Termination
When the Contractor relationship ends, the former Contractor must stop representing that they are an active Celara Med Contractor and must discontinue use of Company marks, Company-only tools, replicated business assets, and other rights that depend on an active Agreement.
The former Contractor is not entitled to future commissions generated after the account ends except amounts already earned and payable under the Compensation Plan and applicable law. Fees, kits, tools, or resources identified as non-refundable remain subject to the applicable refund policy.
64. Repurchase of Eligible Items on Termination
Celara Med does not sell resale inventory to Contractors. Where a Contractor has purchased Company sales aids, kits, or similar tangible items within the twelve (12) months before the Contractor relationship ends, and those items are unused and in currently marketable condition, the Company will repurchase them on request at not less than ninety percent (90%) of the original net cost, less any compensation already paid on that purchase and any amount the Contractor owes the Company.
Where the law of a Contractor's state provides a repurchase, cancellation, or refund right more favorable than this policy, that law controls. This policy does not apply to fees for services already provided, to access-based fees, or to items identified as non-refundable at the time of purchase.
65. Non-Disparagement and Internal Resolution of Disputes
Contractors are encouraged to direct business complaints, compliance concerns, and account disputes to support@celaramed.com or the designated compliance channel so they can be reviewed through the Company's resolution process.
To the extent permitted by applicable law, a Contractor may not knowingly publish false statements of fact about Celara Med, its owners, employees, Contractors, products, services, or Compensation Plan. Nothing in this policy prohibits truthful statements, legally protected activity, good-faith reports to regulators or law enforcement, or rights that cannot lawfully be waived.
66. Indemnification for Contractor Misconduct
To the fullest extent permitted by law, a Contractor agrees to defend, indemnify, and hold harmless Celara Med and its affiliated entities, owners, managers, officers, employees, and agents from third-party claims, losses, penalties, liabilities, damages, and reasonable costs arising from the Contractor's unlawful, fraudulent, deceptive, negligent, reckless, intentionally wrongful, or unauthorized conduct; breach of the Agreement; or infringement of third-party rights.
This obligation does not extend to any claim to the extent it arises from Celara Med's own gross negligence or willful misconduct. Where permitted by law and the Compensation Plan, the Company may offset amounts owed under this obligation against compensation otherwise payable to the Contractor.
67. Limitation of Liability
To the fullest extent permitted by law, Celara Med is not liable to a Contractor for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost business opportunity, lost data, lost downline, or loss of anticipated compensation, arising from or relating to the Agreement or the Contractor relationship, whether the claim is framed in contract, tort, or otherwise, and whether or not the Company was advised of the possibility of such damages.
To the fullest extent permitted by law, the Company's total aggregate liability arising from or relating to the Agreement is limited to the total compensation actually paid by the Company to the Contractor during the twelve (12) months immediately preceding the event giving rise to the claim.
Celara Med does not guarantee any level of income, customer volume, rank advancement, lead flow, system uptime, program availability, or business result. Nothing in this section limits liability that cannot lawfully be limited.
68. Amounts Owed to the Company
If a Contractor owes Celara Med money because of fees, chargebacks, refunds, overpayments, unauthorized transactions, indemnity obligations, or other valid debts, the Company may deduct or withhold amounts from compensation or other payments as permitted by law and the applicable Agreement.
69. Severability and Reformation
If a court or arbitrator determines that a provision of the Agreement is invalid or unenforceable, the provision should be enforced to the maximum lawful extent or reformed only as necessary to make it enforceable. The remaining provisions will continue in effect unless applicable law requires otherwise.
PART X — DISPUTE PROCESS, GOVERNING LAW & ACCEPTANCE
70. Informal Resolution and Mediation
Before commencing arbitration, a party asserting a dispute arising from the Agreement, the Compensation Plan, or the Contractor relationship must provide a written Notice of Dispute describing the relevant facts and requested relief. The parties will attempt in good faith to resolve the matter for thirty (30) days after notice.
If the matter remains unresolved, the parties will attempt non-binding mediation with a mutually acceptable mediator or a mediator designated through the American Arbitration Association (AAA) process. Unless the parties agree otherwise, mediation will occur in Riverside County, California and should be completed within six (6) months after the mediation demand. This informal and mediation process is a condition precedent to arbitration except where immediate equitable relief is lawfully available.
71. Binding Individual Arbitration
A claim or dispute that is not resolved through the required informal process and mediation will be resolved by binding individual arbitration before a single arbitrator under the AAA Commercial Arbitration Rules, unless applicable law requires a different procedure. If AAA is unavailable or unable to administer the matter, the parties will select another established arbitration provider.
Unless the parties agree otherwise, the hearing location is Riverside County, California, and either party may participate remotely if permitted by the arbitrator. The filing party pays the initial filing fee and a respondent pays applicable counterclaim filing fees; case-management and arbitrator fees will be allocated as required by the applicable rules and law. Each party bears its own attorneys' fees and costs unless a statute, contract provision, or award provides otherwise.
The arbitration agreement survives termination. The arbitrator may decide questions concerning the scope and enforceability of the arbitration agreement to the extent permitted by law. Any award may be entered as a judgment in a court of competent jurisdiction.
72. Jury Trial and Class/Collective Action Waiver
By agreeing to individual arbitration, each party waives the right to have covered disputes decided by a jury. To the fullest extent permitted by law, disputes must proceed on an individual basis and not as a class, collective, consolidated, representative, or private-attorney-general action.
If a court must determine the enforceability of a class or representative-action waiver, that issue will be decided by a court of competent jurisdiction rather than by the arbitrator, to the extent required by law.
73. Governing Law, Venue, and Equitable Relief
California law governs the Agreement without regard to conflict-of-law principles, except that the Federal Arbitration Act governs arbitration to the extent applicable. A party may seek temporary or permanent injunctive or other equitable relief in a state or federal court located in Riverside County, California when such relief is legally available.
The parties consent to personal jurisdiction and venue in those courts for matters properly brought there. If a mandatory law of the Contractor's home state provides protections or venue rights that cannot be waived, that law controls to the extent required.
74. Time Limit for Claims and Notices
To the extent permitted by law, a claim arising from the Contractor relationship must be brought within two (2) years after the event giving rise to the claim, or within the shortest enforceable contractual limitations period if a two-year period is not permitted. This provision does not apply to any claim for which a statute establishes a limitations period that may not be shortened by agreement.
Formal notices may be delivered by confirmed email, recognized courier, or certified, registered, or express mail. Company notices should be directed to: Celara Med LLC, 44054 Margarita Rd #5, Temecula, CA 92592, or to another address the Company designates in writing. Contractor notices may be sent to the address or email maintained on the Contractor account.
75. Survival of Certain Obligations
The following survive the cancellation or termination of the Agreement for as long as their subject matter remains relevant: obligations concerning confidential business information; protection of personal information; use of Company reports, lists, and systems; respect for Company and third-party intellectual property; ownership of digital and training content; publicity permissions already granted; indemnification; amounts owed to the Company; limitation of liability; and the dispute resolution, arbitration, and class action waiver provisions.
76. Entire Agreement and Order of Precedence
The Independent Contractor Agreement, these Policies & Procedures, any applicable addendum, the current Compensation Plan, and any Company policy expressly incorporated by reference together form the entire agreement between the parties on their subject matter and supersede prior understandings, representations, and communications, whether written or oral.
If a conflict arises among these documents, the following order of precedence applies unless a document expressly states otherwise: first, any signed addendum specific to the Contractor; second, the Independent Contractor Agreement; third, these Policies & Procedures; and fourth, the Compensation Plan and other incorporated Company policies.
77. No Waiver
The Company's failure to enforce a provision of the Agreement, or any delay in doing so, is not a waiver of that provision or of the right to enforce it later. A waiver is effective only if given in writing by an authorized Company representative and applies only to the specific instance identified.
78. Electronic Acceptance
By clicking to accept, electronically signing, or otherwise completing the Company's acceptance process, the person submitting the Contractor application confirms that they have read and agree to the Independent Contractor Agreement, these Policies & Procedures, applicable addenda, and the current Compensation Plan; that the information provided is accurate; and that they intend to enter into a legally binding agreement with Celara Med LLC.