Article I . PENROSE® CHECK- IN SERVICES, LLC
Penrose® Check-In Services, LLC (“Penrose®”), a Texas limited liability company, including its successors and assigns, is a leading senior care auditing firm founded in 2014 by Rhonda Harper.
The direct selling model was adopted by Penrose® to allow independent Partners the opportunity to market, sell, and perform Penrose® Check-In Services directly to Customers and Clients and sponsor others to become independent Partners and develop Partnerships of their own, also known as the Penrose® Program (“Program”).
A “Penrose® Check-In” is when a Partner Provider visits a senior in a private residence or community (e.g. Assisted Living, Nursing Home, etc.), assesses them and their quality-of-life and environment using Penrose® proprietary technologies. The Penrose® technologies turns the Partner’s input into a report that is delivered to the Client, generally the adult child(ren) of the senior.
Article I I . POLICIES AND PROCEDURES INCORPORATED INTO PARTNER
These Penrose® Policies and Procedures (including the Compensation Plan and the Glossary incorporated herein by reference and attached as Appendices A and B hereto), in their present form and as amended from time to time at the sole discretion of Penrose® (the “Policies and Procedures”), are incorporated into and form an integral part of the Penrose® Partner Agreement (“Partner Agreement”), which sets forth Penrose’s and each Partner’s legal rights and obligations.
Throughout these Policies and Procedures, where the term “Partner Agreement” is used, it refers to the legally binding agreement between Penrose® and each Partner, consisting of (i) a properly completed and submitted Partner Application that has been accepted by Penrose®; (ii) these Policies and Procedures that are incorporated into and form an integral part of the Partner Agreement, and, if applicable; (iii) a properly completed Business Entity Registration Form that has been accepted by Penrose®.
In the event of any conflict between the applicable Partner Application or the Business Entity Registration Form, on the one hand, and these Policies and Procedures, on the other hand, these Policies and Procedures shall control. It is the responsibility of each Partner to read, understand, adhere to, and ensure that she or he is aware of and operating under the most current version of these Policies and Procedures. When sponsoring a potential Partner, it is the responsibility of the Sponsor to provide access to the most current version of these Policies and Procedures (including the Compensation Plan) to the new Applicant prior to that potential Partner’s submission of the Partner Application.
Penrose® may amend these Policies and Procedures at its discretion. Notice of any substantive changes will be posted in the Penrose® Partner Support Site and delivered to Partners by email. The amended Policies and Procedures will become effective thirty
(30) days after notice is provided, at which time the final amended policies will be posted on the Penrose® Website and in the Penrose® Partner Support Site. Amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment(s) except where indicated.
Partners are responsible for regularly reviewing publications in the Penrose® Partner Support Site for notices of substantive changes to the Policies and Procedures.
Partners’ continued participation in the Program following the effective date of the amended Policies and Procedures constitutes acceptance of any changes or additions.
Capitalized terms used throughout these Policies and Procedures are defined in the Glossary (Appendix B).
Article I I I . BECOMING A PARTNER
Penrose® Partners are independent contractors and can be an individual or a business entity. All Partners initially apply as in individual, and then after acceptance, that Partnership can be switched to a business entity. Only Designated Individuals, each of whom pass the requirements for independent contractors of Penrose® of the Business Entity may become Partners.
Penrose® has three Partnership Tracks: (i) Partner Provider, (ii) Business Development, and (iii) Full Partner. A Partner may belong to only one track. Penrose® Providers provide Check-In Services to Seniors and may solicit Clients. Business Development Partners do not provide Check-In Services, rather they generate Clients for Partner Providers to serve. Full Partners do both. For the purposes of this document, when Partner Provider is mentioned, Full Partner is also implied.
To become a Partner, one must:
- be 21 years of age or older;
- be a legal resident of the United States;
- have a valid Social Security Number;
- not be in jail or prison or otherwise confined to a correctional institution; not have ever been convicted of a felony;
- speak and read English;
- own a mobile device with wi-fi (e.g. smart phone, tablet);
- have reliable transportation;
- complete and submit a Partner Application that is accepted by Penrose®;
- successfully complete the Gold Standard Background Check or provide proof of a background check (Partner Providers and Full Partners only) and the Penrose® Program (all Partners);
- provide a copy of her or his driver’s license or other government issued photo- identification.
Any proprietorship doing business under an assumed name (DBA) must also submit a true and complete copy of its certificate of DBA if requested by Penrose®. A Business Entity (i.e., a corporation, limited liability company, partnership or trust) applying to be a Partner must also comply with the requirements of this section.
Section 3.01 INDEPENDENT CONTRACTOR STATUS
Partners shall not be treated as employees of Penrose® for any purpose including, without limitation, for federal, state or local tax purposes or for retirement benefits. Partners are self-employed, non-exclusive independent contractors who are authorized to market and sell the Penrose® services in the 50 United States. Partners are not, and shall not represent themselves to be, employees, agents or representatives of Penrose® or purchasers of a franchise or a business opportunity. Any agreement between Penrose® and a Partner does not create an employee/employer relationship, agency, partnership or joint venture between Penrose® and said Partner.
Partners have no authority (expressed or implied), and shall not represent that they have any authority, to bind Penrose® to any obligation. Partners shall establish their own goals, hours, place of business, and methods of sale or service, so long as they comply with the Partner Agreement. Partners are solely responsible for all decisions made and all costs incurred with respect to their Partnerships. All Partners assume all entrepreneurial and business risk in connection with their Partnerships. There is no guarantee that there is or will be a market for the Penrose® Services or that Partners will earn, or will not lose, money.
Section 3.02 PARTNERS
Once an Applicant has submitted a properly completed Partner Application, completed the Gold Standard Background Check or proof of background check (Provider Partners and Full Partners only) and the Penrose® Certification / Orientation Program, submitted any other documents that Penrose® may require, and Penrose® has accepted and processed the Partner Application, the Applicant will become a Partner and will be assigned a unique Identification Number and Password.
A Partner’s Identification Number must be used by that Partner to identify herself or himself to Penrose® in all correspondence with Penrose® and may also be required for transactions and service delivery. A Partner should provide her or his Identification Number to Customers/Clients and potential Customers/Clients to assist Penrose® in identifying and linking the Customer/Client or potential Customer/Client to that Partner’s account for online orders for Penrose® Services.
A Partner’s password is used by that Partner to access her or his Penrose® Account and Penrose® Websites. This password must not be given to anyone else.
Section 3.03 PENROSE® PROGRAM
The Penrose® Certification Program is a proprietary, self-directed, online education and training program that is required to be satisfactorily passed for Penrose Provider Partners. The topic areas it covers includes: Penrose® Overview, The Market, Seniors, Senior Care, Elder Abuse, Penrose® Application, and, Protocols and Procedures.
The Penrose® Certification Program is intended to serve as an informational resource and marketing device for individuals and businesses. The issuance of a PenroseCertified® Certificate or certified designation by Penrose® designates that the participating Partner Provider has completed the required course of instruction and earned a passing score necessary to obtain a certificate and become PenroseCertified®.
Partners, as Independent Contractors, are responsible for their connection with, and the fulfillment of, the Penrose® Certification Program and Penrose® information, education, and training.
The Partner Provider applicant must successfully complete the Penrose® Gold Standard Background Check, or provide proof of current background check, within two weeks of purchase and must be completed within thirty (30) days of purchase or it will expire at which time the applicant will need to reapply and repurchase background check to start the process again.
Business Development Partners are required to complete the online Penrose Orientation Program.
Section 3.04 SERVICES
Penrose® is in the business of senior care auditing and may engage Partner Providers to perform senior care audits, also called Penrose® Check-Ins (“Services”). A “Penrose® Check-In” is when Partner Providers visit seniors in their private residence or community (e.g. Assisted Living, Nursing Home, etc.), assess them, their quality-of-life, and environment using Penrose® proprietary technologies. The Penrose® technologies turns the Partner’s input into a report that is delivered to the Client, generally the adult child(ren) of the senior.
The Client signs up on the Penrose® Website, and enters the Business Development Partner’s Identification Number for compensation credit. The Client may instead sign-up on the Partner’s Penrose® Website Landing Page in which the Client does not need to enter in the Partner’s Identification Number as it is preexisting on the website.
The Client then enters the zip code of her or his senior who will receive the Service(s) and enters the type and number of services that will be performed over the next 30 days. One such Service is called the Penrose® Care-Check in which 150 items are assessed over 7-Quality-of-Life Factors. A list of Partner Provider profiles who have availability is presented and the Client selects her or his Provider. The Client then enters her or his credit card to pay for services.
The Partner Provider provides the services using the proprietary web-based Penrose® Application. At the end of the Compensation Period, the Partner Provider and Business Development Partner receive compensation based on the completion of Services.
Client and Senior data and information resides on the Penrose® Application. This includes, but is not limited to, contact information, credit card numbers, as well as Service data and results.
Without limiting the scope of Services described above, the Partner Provider shall:devote as much productive time, energy, and ability to the performance of her or his duties under this agreement as may be necessary to provide the required Services in a timely and productive manner; personally perform the Services in a safe, good, and professional manner using at all times adequate equipment in good working order; supply wifi-enabled mobile device(s) required to perform the Services; provide Services that are satisfactory and acceptable to the Penrose® and its Clients and Seniors; obtain General and Professional Liability Insurance, including Errors and Omissions, and; the Partner Provider shall perform the Services in accordance with standards prevailing in senior care industry, Penrose® Policies and Procedures, Penrose® Certification Program, and in accordance with applicable laws, rules, or regulations. The Partner Provider shall obtain all permits or permissions required to comply with those standards, laws, rules, or regulations.
Article IV. PARTNER BENEFITS
Once an Applicant has become a Partner as described above, the Partner is able to participate in and take advantage of the Program’s benefits. These benefits include the ability of the Partner to: solicit Clients to receive the Services on behalf of their Seniors as described herein; participate in the Compensation Plan (receiving Commissions and Performance Bonuses, if eligible); sponsor other potential Partners into the Program to build a Downline Company and advance through the various levels under the Compensation Plan; receive periodic Penrose® literature and communications; and participate in Penrose® sponsored support, service, training, motivational, promotional, incentive, and recognition programs for Partners, upon payment of appropriate charges if applicable use Penrose® proprietary technologies and applications as instructed and within the terms of these Policies and Procedures
Section 4.01 CLIENT AND PARTNER PROVIDER MATCHING
When Clients sign up for Services on the Penrose® Website or Partner Landing Page, they enter their seniors’ zip code. This zip code is then matched to Provider Partners who service that area. Clients read the Provider Partners’ profiles and make a selection. If Provider Partners do not have “inventory,” or time available, the App suppresses their Profiles.
If there are no Partner Providers available in the Client’s selected zip code, she or he is immediately Waitlisted and notified. Penrose® management then reaches out to Partner Providers to determine if they wish to recruit a Partner Provider, extend their territory, or increase their inventory availability. If there are no current Partner Providers available, Penrose® will attempt to recruit Partner Providers in the area at its own expense.
If a Business Development Partner knows they will be generating a large number of Clients whose Seniors reside in a specific area, it is to everyone’s benefit to let Penrose® know in advance so that the matching process moves smoothly.
Article V. PARTNER REQUIREMENTS AND RESTRICTIONS
In order to become a Partner Provider, an Applicant must complete the Applicant Form and purchase and pass the Penrose® Gold Standard Background Check as well as the Penrose® Certification Program. Prior to becoming a Partner, Penrose® must approve the Applicant’s Application Form and the Applicant must complete and pass both the Penrose® Gold Standard Background Check and the Penrose® Certification Program.
You may CANCEL this transaction, without penalty or obligation, within THREE BUSIN ESS DAYS from the effective date of this Agreement (FIVE BUSINESS DAYS for Alaska residents). If you cancel, any payments made by you under the contract or sale will be returned within 10 BUSINESS DAYS following receipt by Penrose® Check-In Services, LLC of your cancellation notice. To cancel this transaction, mail or deliver a signed and dated Notice of Cancellation to Penrose® Check-In Services, LLC, 6333 E. Mockingbird #147-468, Dallas, Texas 75214.
Penrose® does not provide refunds beyond the 3-day cooling off period for any reason.
In order to become a Business Development Partner, Penrose® must approve the Applicant’s Application and the Applicant must purchase and successfully complete the Penrose® Orientation Program.
Section 5.01 PARTNER STATUS
A Partner remains a Partner in the Program by: (i) renewing her or his Partner Agreement in accordance with these Policies and Procedures on each anniversary date and acceptance of such renewal by Penrose®; and (ii) complying with the requirements of the Partner Agreement.
Section 5.02 ELIGIBILITY
Penrose® reserves the right to accept or reject any Partner Application or Business Entity Registration Form for any reason in its sole discretion. Without limiting the generality of the foregoing, Penrose® reserves the right to reject any Partner Application or Business Entity Registration Form if Penrose® determines in its sole discretion that its acceptance of a Partner Application would result in any actual or potential conflict of interest or would call into question the independence of a Partner.
Section 5.03 SINGLE PARTNER ACCOUNT
A Partner may hold only one account under a single Sponsor. A person or entity may not be a party to more than one Partner Agreement or hold, directly or indirectly, any interest in additional Partnerships, including any Partnerships operated by a Business Entity. No Partner may pay others to market, sell, or perform the Services.
Section 5.04 TERRITORY
No Partner shall assert or imply that she or he has ownership of, or exclusivity in, any particular geographic area, territory, market, or region. All Partnerships are nonexclusive, and all Active Partners have the full right to market, sell, or perform the Services and otherwise conduct their Partnerships in all geographic areas and territories within the 50 United States in accordance with the terms of the Partner Agreement.
Partners may not market, sell, or perform the Services or otherwise conduct their Partnerships in any geographic area or territory outside the 50 United States.
Section 5.05 PARTNER INFORMATION
Each Partner is responsible for keeping her or his Partner Information up to date and accurate, and must immediately update any changes in her or his personal account. It is particularly important that a Partner provides Penrose® with her or his current e-mail address, since e-mail is one of the primary ways that Penrose® will communicate with the Partner. Each Partner may modify her or his Partner Information (e.g., update an address, phone number or e-mail address). Without limitation of the foregoing, Business Entities that are Partners must immediately report any changes in its Beneficial Ownership to Penrose®. A Partner must submit appropriate legal documentation in support of a name change request.
Section 5.06 BUSINESS ENTITIES/CHANGE IN PARTNERSHIPS
A corporation, limited liability company, partnership of any nature or trust is referred to in these Policies and Procedures as a “Business Entity.” Designated Beneficial Owners are those individuals who personally complete the Gold Standard Background Check (Partner Providers only) and the Penrose® Certification Program. Each individual must purchase and successfully pass these requirements to become PenroseCertified® and perform Penrose® related activities and services.
All activities of a Partnership that is a Business Entity must be conducted only by the Designated Beneficial Owners of the Business Entity; no activities or services may be conducted by persons (including employees or contractors) who are not Designated Beneficial Owners of the Business Entity.
A Partner enrolled as an individual may apply to transfer her or his Partnership to a corporation, limited liability company, partnership or trust. To effect such a transfer, a corporation, limited liability company, partnership or trust must: be incorporated or organized in the United States, have its principal place of business in the United States; have a valid Federal Tax Identification Number; complete, sign, and submit a Business Entity Registration Form that is accepted by Penrose®; if requested by Penrose®, submit a true and complete copy of the organizational and charter documentation (e.g., certificate of incorporation, articles of organization , certificate of formation, operating agreement, trust agreement, etc.) of such corporation, limited liability company, partnership or trust; and have a valid e-mail address and a valid credit card.
In addition, the Beneficial Owner of the corporation, Limited Liability Company, partnership or trust must assign her or his Partner Agreement to the Business Entity Applicant pursuant to the Business Entity Registration Form. In addition, all other Beneficial Owners of the Business Entity must be identified in the Business Entity Registration Form.
All Beneficial Owners of a Partnership that is a Business Entity shall be jointly and severally liable for, and shall indemnify and hold harmless Penrose® from and against, any breach of the Partner Agreement by such Business Entity or any indebtedness or other obligation to Penrose® of such Business Entity.
A Partnership that is a Business Entity and undergoes a change of Beneficial Ownership must submit a Change in Partnership or Business Entity Form, and have it approved by Penrose®, or it may have its Partner Agreement and Partnership terminated.
A Partnership that is a Business Entity may not use any trade name, business name or DBA that includes any Penrose® trademark, copyright, or any other indicia or intellectual property.
Subject to the above requirements and restrictions, a Partner may change a Partnership’s status from a sole proprietorship to a corporation, limited liability company, partnership or trust, or from one type of Business Entity to another, by submitting a new Business Entity Registration Form. In addition, a Partner may add her or his spouse to a sole proprietorship as a co-applicant to the Partner’s existing Partnership by submitting a new Partner Application. In each such case, upon Penrose’s acceptance of the new Partner Application and, if applicable, the Business Entity Registration Form, the Partner’s original Partner Agreement will automatically terminate and be replaced and superseded by the newly formed Partner Agreement. Note that none of the changes described above will permit a Partner to change her or his Sponsor (the person that brought them to Penrose® in their Upline), except as expressly specified in in these Policies and Procedures.
Section 5.07 ACTIONS OF EMPLOYEES, AGENTS, ETC.
Each Partnership that is a Business Entity is responsible for the actions of its owners, officers, directors, employees, contractors, and agents. If any such owner, officer, director, employee, contractor or agent engages in any activity which, if performed by the Partner, would violate the Partner Agreement, such activity will be deemed a violation by the Partner and Penrose® may take remedial action pursuant to the Partner Agreement and seek other appropriate remedies against such Partner.
Section 5.08 PARTNER AGREEMENT RENEWAL
A Partner Agreement commences on the date of Activation and must be renewed on an annual basis. A Partner’s failure to renew her or his Partner Agreement upon the one (1) year anniversary of the activation date will result in the termination of her or his Partner Agreement.
Penrose® will email the Partner a renewal notice no later than thirty (30) days prior to the anniversary date of the original Activation. If a Partner wishes to apply to renew her or his Partner Agreement, the Partner must complete the renewal process and pay a fee to successfully complete and pass the Penrose® Certification and/or Orientation Program no later than 30-days after the original Activation anniversary date. If a Partner Agreement is terminated for non-renewal, the affected Partner may re-enroll in accordance with these Policies and Procedures.
Section 5.09 INCOME TAXES
Each Partner is responsible for paying (and will indemnify and hold Penrose® harmless from) all local, state, federal, and other taxes on any income derived from the sale of the Penrose® services and any payments or other monetary or non-monetary compensation under this Agreement. Penrose® will provide the Internal Revenue Service’s Form 1099 MISC (non-employee compensation) earning statement to each U.S. resident Partner who had compensation of $600 or more in the previous calendar year. Penrose® will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker’s compensation insurance on a Partner’s behalf.
Article VI. PARTNER BUSINESS PRACTICES
Section 6.01 MEDIA INQUIRIES
Partners may not respond to media inquiries regarding Penrose®, the Services or the Program, or any other aspect of Penrose’s businesses. All such media inquiries should be immediately referred to Penrose’s corporate office. This policy is designed to ensure that accurate and consistent information is provided to the public. Once referred, Penrose® may contact the Partner(s) involved for input or testimonials. Partners, of course, may respond to media inquiries regarding her or his own business.
Section 6.02 ADHERENCE TO THE PROGRAM
Partners shall present the Program in a truthful and accurate manner consistent with the Partner Agreement and the Penrose® Marketing Materials. Partners shall not offer the Program through or in combination with any other system, program, or method of marketing. Partners shall not promote, require, or encourage any current or potential Customers, Clients or Partners to: (1) participate in the Program in any manner that varies from the Program as set forth in the Partner Agreement and the Penrose® Marketing Materials; or (2) execute or adhere to any agreement or contract other than the Partner Application and these Policies and Procedures in order to become Partners and participate in the Program.
Section 6.03 SERVICE CLAIMS
Partners shall not make any claims or representations regarding the Services other than those claims and representations found in the Penrose® Marketing Materials.
Section 6.04 INCOME CLAIMS PROHIBITED
Partners shall not make claims or representations of potential or guaranteed income or profits in connection with the Program. Any amounts that Partners earn through the Program are based only on the sale and performance of Services and not on the mere act of sponsoring other Partners.
The Federal Trade Commission and several states have laws and/or regulations that prohibit certain types of income claims and testimonials by persons engaged in direct selling/network marketing. While Partners may believe it beneficial to tell other Partners and potential Partners about their earnings or the earnings of others, such claims may have legal consequences and adversely impact Penrose® as well as the Partners making the claims, unless appropriate disclosure required by law is also made contemporaneously with the income claim.
Because Partners generally do not have the information necessary to comply with such legal requirements, when discussing the Program with other Partners or potential Partners, Partners may not make any projections, claims, or estimates regarding such other Partners’ potential or guaranteed income from the Program, or disclose their own income from the Program.
Hypothetical income examples to explain the operation of the Compensation Plan, and which are based solely on mathematical projections, may be presented to potential Partners, so long as Partners who use such hypothetical examples make clear to the potential Partners that such earnings are hypothetical and the Income Disclaimer is included. The Income Disclaimer is defined in Appendix B.
Section 6.05 NO REPRESENTATIONS REGARDING GOVERNMENTAL OR MEDICAL APPROVAL
Partners may not represent that the Services or the Program have been approved or endorsed by any governmental, medical, or regulatory agency.
Section 6.06 NO REBRANDING OR RELABELING
Partners may not rebrand or re-label or alter any Services, Business Supplies, or Marketing Materials or other information or materials related to the Program in any way. Partners may, however, affix their contact information labels to materials but must affix the labels in a way that does not impair Penrose® branded items or logos.
Many Penrose® Marketing Materials and Business Supplies provide ample space to add Partner specific information prior to printing.
Section 6.07 PERFORMANCE REPORTS
Penrose® may make online Performance Reports available to Partners for the sole purpose of supporting communication and leadership with their own respective Downlines and the development of their own respective Partnerships. The Performance Reports will contain names and sales and service performance data for all Partners in their team, also called the Partner Company. Partners agree to allow their performance information to be included in the Performance Reports provided to their Upline. All Performance Reports and the information contained therein are the Confidential Information of Penrose® and must be treated as such, except as expressly permitted by these Policies and Procedures. Partners must not: directly or indirectly disclose any information contained in any Performance Reports to any third party; use such information to compete with Penrose® or for any purpose other than supporting communication and leadership with their own respective Downlines and the development of their own respective Partnerships; encourage or solicit any Customers, Clients or Partners listed in a Performance Report to alter their business relationship with Penrose®; and directly or indirectly disclose to any third party their Password.
Section 6.08 ETHICAL MARKETING
Partners shall safeguard and promote the good reputation of Penrose®. Partners shall at all times conduct their Partnerships in a manner that reflects favorably on the Services and the good name, goodwill, and reputation of Penrose®. Partners shall not engage in deceptive, misleading, or unethical conduct or practices that are or might be detrimental to Penrose®, the Services, or the public, including, without limitation, disparagement of Penrose® or the Services.
Partners shall comply with all laws, rules, regulations, and governmental requirements applicable to the operation of their Partnerships and performance under this Agreement, including the marketing, promotion, sale, and performance of the Services. In addition, Partners shall: (i) not publish or use any misleading or deceptive advertising material regarding the Services or the Program; (ii) not make any statements, representations, guarantees or warranties regarding the Services or the Program that are inconsistent with those set forth in the Agreement and Marketing Materials (whether with regard to prices, quality, performance, standards, grades, contents, style or model, place of origin, availability or otherwise); (iii) perform the Services as instructed by Penrose®, (iv) not alter or modify any Services or Materials, or take any action that affects or could affect the appearance, quality, content or performance of any Service.
Section 6.09 CRITICISM AND DISPARAGING REMARKS
Penrose® strives to provide the best Services and Compensation Plan in the industry in support of every independent Partner. Accordingly, we value constructive comments and input from Partners. While Penrose® welcomes constructive comments and input, destructive criticism and disparaging remarks made via public or private communications by Partners about Penrose®, Services, or the Program serve no purpose other than to undermine the enthusiasm and the efforts of other Penrose® Partners. For this reason, and to set the proper example for their Downlines, Partners must not criticize or disparage Penrose®, other Penrose® Partners, the Services or the Program, or Penrose’s directors, officers, or employees. This includes any criticism or disparaging remarks posted on the Internet or any other public forum.
Complaints or concerns regarding Penrose® or the Services or Program should be directed to the Support Department at Support@PenrosePartner.com. Complaints or concerns regarding other Partners should be directed to the Compliance Department at Compliance@PenrosePartner.com. Disputes or disagreements between any Partner and Penrose® shall be resolved through the dispute resolution process set forth in the Partner Application and in these Policies and Procedures.
Section 6.10 PROFESSIONAL CONDUCT
Partners are expected to conduct themselves in a professional manner at all times and not to engage in any activity that could damage Penrose’s good reputation or create an environment that inhibits other Partners from developing their own respective Partnerships. While it is not possible to provide a comprehensive list of behaviors that falls outside the level of professional conduct and integrity expected of Partners, Partners should recognize that the following forms of misconduct will not be tolerated: substance abuse; sexual harassment; verbal abuse; racial, religious, gender or sexual orientation discrimination, intolerance or abuse; any activity that advocates, promotes or incites hatred, violence or discrimination in any form; and fraudulent, misleading or deceptive conduct.
Section 6.11 REPORTING POLICY VIOLATIONS
Partners who become aware that another Partner has violated the Partner Agreement should promptly notify the Penrose® Compliance Department. Details of the incident (such as dates, number of occurrences, and persons involved) and any supporting documentation should be included in the report to the extent available. Please use the Partner Policy Violation or Grievance Report Form to report violations and submit the form to Compliance@PenroseCheckIn.com.
Section 6.12 SECURITY
All Penrose® Client and Senior Service data and information is encased within the Penrose® App. The App is a web-enabled system and does not reside on the Partner’s device (e.g. smartphone, tablet, etc.). As such, all data and information is transmitted to and from Penrose’s central database.
For Partner records and Penrose® documents provided in email or downloaded from Penrose® Websites, all Partners must adopt, implement, and maintain appropriate administrative, technical, and physical safeguards to protect against anticipated threats or hazards to the security of Confidential and Proprietary Information.
Appropriate safeguards for electronic and paper records may include, but are not limited to: (i) encrypting data before electronically transmitting it; (ii) storing records in a secure location; and (iii) password-protecting computer files or shredding paper files containing information or data after transferring information into the Penrose® data systems.
Without limitation of the preceding sentence or other provisions regarding Confidential Information, Partners must keep Customer Data, Client / Senior Information, and other Confidential Information secure from all persons who do not have legitimate business needs to see or use such information. If Partners dispose of any paper or electronic record containing Customer Data, Client / Senior Information, and other Confidential Information, Partners shall do so by taking all reasonable steps to destroy the information by: (i) shredding; (ii) permanently erasing and deleting; or (iii) otherwise modifying the Customer Data and other Confidential Information in those records to make it unreadable, unreconstructible, and indecipherable through any means. Upon request, Partners will certify to Penrose® that all forms of the requested personal information have been destroyed and will describe any exceptions.
Section 6.13 REPORTING SECURITY BREACHES
Partners must comply with all applicable privacy and data security laws, including security breach notification laws. Without limitation of the preceding sentence, in the event of an actual or suspected Security Breach affecting confidential and/or proprietary data or information, the applicable Partners shall promptly notify the Penrose® Compliance Department in writing after becoming aware of such Security Breach and specify the extent to which the information or data was or was suspected to be disclosed or compromised and shall promptly comply with all applicable information Security Breach disclosure laws. Partners, at their expense, shall cooperate with Penrose® and applicable Clients, Seniors, and/or Customers and use their best efforts to mitigate any potential damage caused by a breach of their obligations under the Partner Agreement applicable to Customers, Clients, or Seniors, including by sending notice to the affected individuals, state agencies and consumer reporting agencies, if such notification is required by law.
Section 6.14 REFERRAL PROGRAMS
Partners that create Mass Client Marketing Programs through separate businesses or organizations for Services must be a Partner in good standing and, prior to the presentation of the Mass Client Marketing Program to potential Customers, make the request for conditional approval in writing using the Penrose® Mass Client Marketing Program Approval Form. Penrose® reserves the right to refuse authorization for any reason. Allow two to four weeks for review and approval or disapproval of the request.
Section 6.15 TRADE SHOWS, EXPOSITIONS, AND OTHER SALES FORUMS
Partners may display and/or sell the Services at trade shows and professional expositions. Before submitting a deposit to the event promoter, Partners must submit an Event Registration Request Form for conditional approval at least four (4) weeks before the applicable event. Penrose® further reserves the right to refuse authorization to participate at any function that it does not deem a suitable forum for the promotion of the Services or the Program. Partners must also confirm with the promoter of the trade show or professional exposition that they may set up a booth at the show or exposition. Penrose’s approval of a Partner’s Event Registration Request Form does not ensure that the promoter of the event will allow the Partner to participate. Some promoters have a policy that allows only one vendor for a product brand to have a display at a function or may have other policies that prohibit a vendor from participating. It is therefore the Partner’s responsibility to ensure that the promoter will allow her or him to display before making a deposit with the promoter.
Section 6.16 OTHER
Sales must be completed through the Penrose® Website, Partner’s Landing Page, or a Customer’s Penrose® Link that has been approved by Penrose®.
Penrose® discourages Partners from engaging in door-to-door solicitation for sales or recruitment. Should a Partner conduct business in this manner, she or he must ensure compliance with applicable state laws regarding door-to-door sales or solicitation.
Certain state laws impose restrictions on the time of day during which such solicitation may take place, and/or require door-to-door sellers to register with the state or obtain a government-issued identification card. These states may also impose fines for non- compliance.
Section 6.17 NON-COMPETE AGREEMENT
While the Partner Agreement is in effect, Partners must not represent as an agent, agency, contractor, or employee of any competitive business or organization. A business or organization is “competitive” if it involves or relates to the sale of services that are similar to those provided by Penrose®.
Section 6.18 CONFIDENTIAL INFORMATION, NON-SOLICITATION, AND COMPETITIVE BUSINESSES
A Partner shall not disclose to any third party any Confidential Information of Penrose®. “Confidential Information” of Penrose® refers to confidential and/or proprietary information, which includes but is not limited to Performance Reports (Downline Activity) and all information and all information contained in such reports, all Customer Data, and Penrose’s product development plans, pricing, problem reports and performance information, marketing and financial plans and data, Partner e-mails, contact information, and training materials. A Partner shalI use the same degree of care to protect Confidential Information that she or he uses to protect her or his own sensitive and proprietary information. A Partner shall use Confidential Information only for the purposes of performing her or his obligations or exercising rights under her or his respective Partner Agreement. A Partner shall limit access to Confidential Information to only those persons who have a legitimate need to know such information in the performance of Partner’s rights and obligations under her or his respective Partner Agreement.
Each person who is given access to Confidential Information shall be bound by a confidentiality obligation at least equivalent to the confidentiality obligations of each Partner under her or his respective Partner Agreement. A Partner shall be responsible for the acts and omissions of her or his respective employees, contractors, and agents with respect to such confidentiality obligations. Notwithstanding the foregoing, a Partner may disclose Confidential Information to the extent she or he is legally compelled to do so, provided, however, that, prior to any such compelled disclosure, the Partner notifies Penrose® and fully cooperates with Penrose® in protecting against or limiting the disclosure of Confidential Information.
In order to avoid disruption to Penrose’s business, each Partner further agrees that, during the term of her or his Partner Agreement and for a period of two (2) years following the termination of the Partner Agreement, the Partner shall not use Confidential Information to directly or indirectly: 1) unless otherwise pre-approved in writing by Penrose®, solicit any Penrose® Customer, Client, Senior, Employee or Partner for any other business or charitable purpose. Should a Partner or former Partner solicit another Penrose® Customer, Client, Senior, Employee, or Partner, there shall be a presumption that the Partner utilized Confidential or Proprietary Information. The Partner or former Partner must then prove by a preponderance of the evidence that the solicitation was done without the use of Confidential or Proprietary Information or done with the express written consent of Penrose®; 2) promote, market, sell, or perform the Services or Programs offered by any competitive business to any Penrose® Customer, Client, Senior, or Partner. A business, program or activity is “competitive” if it involves or is related to the sale of similar Services by independent partners, contractors, businesses, or organizations; 3) if a Partner is engaged in other non-Penrose® business or non-competitive business, it is the responsibility of the Partner to ensure that her or his Penrose® Partnership is operated entirely separate and apart from all other businesses, including at all Penrose®-related events and on any Penrose®-related materials or displays, so to not confuse the marketplace as to the source of the Services.
In addition, each Partner agrees that during the term of his or her Partner Agreement and for a period of one (1) year following the termination of the Partner Agreement, she or he shall not, directly or indirectly, on their own behalf or on the behalf of any other person or entity, call upon or solicit or attempt to call upon or solicit any Penrose® employee or Independent Partner to terminate or alter his or her business relationship with Penrose®. “Solicit” includes but is not limited to recruiting or sharing information about another business or career opportunity with any Penrose® employee or Independent Partner.
Partners and Penrose® recognize that because network marketing is conducted through networks of independent contractors, and business is commonly conducted via the Internet and telephone, an effort to narrowly limit the geographic scope of the foregoing provisions would render them wholly ineffective. Therefore, Partners and Penrose® agree that the provisions of this Section shall apply to the 50 United States and not a particular territory within the United States.
Partner further agrees that the provisions contained in this Section are reasonable and necessary to protect the legitimate interests of Penrose® and that Penrose® would not have accepted the Partner’s Partner Application in the absence of the Partner’s agreement to these provisions. Partner agrees that the Partner’s breach or threatened breach of such provisions would cause Penrose® irreparable harm and significant injury, the amount of which would be extremely difficult to estimate and ascertain and thus making any remedy at law or in damages inadequate. Each Partner therefore agrees that Penrose® shall be entitled, without the necessity of posting a bond or security, to the issuance of injunctive relief by any court or arbitrator of competent jurisdiction enjoining any breach or threatened breach of the above provisions and for any other relief such court deems appropriate. The rights granted to Penrose® in this Section are in addition to any other remedy available to Penrose® at law or in equity.
Article VII. SPONSORING AND TRAINING
Section 7.01 SPONSORING OTHER PARTNERS
Partners may sponsor other persons to become Partners within the 50 United States. However, Partners earn Commissions and Performance Bonuses in the Program only based on the performance of Services, not merely from sponsoring other Partners.
Once the potential Partners have read and understood the Partner Agreement, they may complete the Partner Application with the Sponsor’s full name and Identification Number.
Section 7.02 RESPONSIBILITIES OF PARTNERS
Partners who are a part of a Downline are in the Sponsor’s Partner Company. Partners must always present the Services and the Program to others in a manner that complies with the Partner Agreement, including the requirements of these Policies and Procedures regarding business ethics and practices. In addition, Sponsors are responsible for assisting, motivating, and training their Partner Company Downlines.
Accordingly, sponsoring Partners should: provide their prospective Company Partners with a copy, or access to, the current Policies and Procedures prior to submission of a new Partner Application; train and communicate to their Downlines to ensure that their Downline Company Partners do not make improper product or income claims, engage in illegal or inappropriate conduct or otherwise violate the Partner Agreement; assist, motivate, and train their Company Partners by having ongoing contact and communication, which may include the use of newsletters, written correspondence, personal meetings, telephone contact, voice mail, e-mail, and training sessions and/or accompanying their Company Partners to Penrose® training and orientation meetings; and motivate and train their Company Partners in subject matter regarding Services, effective sales and service techniques and compliance with these Policies and Procedures.
As Partners progress through the various levels of leadership in the Program, they will become more experienced in sales and service techniques, as well as more knowledgeable about the Services and the Program. Such Partners may be called upon to share this knowledge with less experienced Partners.
Those who sponsor widely but do not help their new Company Partners develop their Partnerships meet with limited success. Therefore, all Partners have a responsibility to work with the new Company Partners, helping them learn the business, and encouraging them during the critical early months of their Partnerships.
Section 7.03 APPLICANT RIGHTS
For ethical reasons, Penrose® strongly encourages any new Partner to enroll in the Program under the Partner who introduced such Applicant to the Program. Every Partner, however, ultimately has the right to choose who her or his Sponsor will be. As such, if an individual asks to be registered under another Sponsor prior to submitting the Partner Application, Penrose® reserves the right to honor such request.
If two Partners both claim to be the Sponsor of an Applicant, Penrose® shall regard the first Partner Application received by Penrose® as the controlling Partner Application and shall designate the Partner listed as the Sponsor on such Partner Application as the Applicant’s Sponsor.
Resolving disputes between Partners regarding claims of Sponsorship of another Partner are extremely difficult, particularly when a Downline organization is implicated. Penrose® reserves the sole and exclusive right to determine the final disposition of such disputes. Therefore, Partners waive any and all claims against Penrose®, its officers, directors, owners, employees, and agents that relate to or arise from Penrose’s decision regarding the disposition of any Downline organization (Partner’s Company) that is implicated in a dispute between Partners regarding claims of Sponsorship.
Section 7.04 LINE SWITCHING
Each Partner may have only one Sponsor and no Partner shall sponsor or attempt to sponsor any person or Business Entity that has already submitted a Partner Applicant or Business Entity Registration Form, as applicable, to Penrose® or that has had a Partnership terminated within the preceding twelve (12) months (or any Business Entity that is controlled by such a person or Business Entity). This practice, known as “Line Switching, “is strictly prohibited, as is any attempt to circumvent the prohibition on Line Switching through the use of pseudonyms or assumed names, a spouse’s or relative’s name, trade names, DBAs or Business Entities.
A Partner is not permitted to encourage, offer, or assist any other Partner to change Sponsors or Uplines. Under no circumstance shall any Partner offer or provide any financial or other consideration or incentive to another Partner in exchange for such other Partner’s Agreement to terminate her or his existing Partnership and re-apply under another Sponsor.
Once a Partner is sponsored, Penrose® requires that the relationship between the Partner and her or his Sponsor be maintained and protected. A Partner wishing to change Sponsors may do so only if she or he: (i) terminates her or his applicable Partner Agreement and Partnership by written notice to Penrose® as provided herein; (ii) does not participate in the Program in any capacity for twelve (12) consecutive months after the effective date of such termination; and (iii) re-applies to become a new Partner after such twelve (12) month period and is reaccepted by Penrose® in accordance these Policies and Procedures. In cases wherein a Partner enrollment has occurred due to mistake, inadvertence or error, the Partner must notify the Compliance Department within two (2) Business Days of the enrollment to request a correction of the original enrollment Sponsor.
Article VIII. MARKETING MATERIALS AND BUSINESS SUPPLIES
Section 8.01 ORDERING PROCEDURES
Partners must order all Penrose® specific Marketing Materials and Penrose® specific Business Supplies from Penrose® or its approved third-party suppliers. All orders are subject to acceptance by Penrose® or Penrose’s applicable third-party suppliers.
Orders for materials and supplies may be placed via the Penrose® Partner Website.
(b) PLACING ORDERS UNDER ANOTHER IDENTIFICATION NUMBER
Partners must place all orders using their own Identification Numbers and credit cards. Placement of an order by a Partner using another Partner’s Identification Number or using another individual’s credit card (i.e. ordering Services for a Client) without the holder’s express written consent is strictly prohibited.
(c) FORMS OF PAYMENT
In order to simplify the payment process, facilitate the shipment of orders, and maintain accurate Partner account records, Penrose® requires payment using a Visa, Master Card, Discover Card or American Express credit card. Penrose® will not accept personal checks, money orders or cash.
Section 8.02 TRADEMARK OWNERSHIP
Penrose® is the sole and exclusive owner of all right, title, and interest in the Assets, including all related intellectual property and proprietary rights, subject only to the specific licenses granted to Partners in these Policies and Procedures. Except as expressly set forth in this Section, Partners shall not acquire or claim any rights in any Penrose® Assets. No Partner’s use of any Penrose® Asset shall give the Partner any right, title, or interest in or to the Asset and all such use and associated goodwill will inure solely to the benefit of Penrose®.
Section 8.03 LICENSE
Subject to full compliance with the terms and conditions of the Partner Agreement and these Policies and Procedures, Penrose® grants each Partner a non-transferable, non- exclusive right during the term of the Partner Agreement to use the Penrose® Assets solely to promote the Services, Program, and to indicate that the Partner is an authorized Penrose® independent Partner.
Section 8.04 RESTRICTIONS
Partners are not permitted to: (i) use any trademark or service mark confusingly similar to any Penrose® Trademark, Penrose® Content, other indicia, or Asset; (ii) combine any Penrose® Asset with any other mark; (iii) remove any Penrose® Trademark or Penrose® Content or Asset from the Penrose® Services, Penrose® Marketing Materials or Penrose® Business Supplies; (iv) use or register any domain name that includes any Penrose® Trademarks, Penrose® Content, Asset, or any mark confusingly similar; (v) use any Penrose® Trademark or Penrose® Content or Asset in connection with any products other than the genuine Penrose® Services; (ix) use any Penrose® Trademark or Penrose® Content or Asset in connection with any other business or opportunity other than the Partnership; (vii) register or attempt to register any Penrose® Trademarks or similar trademarks in any class of products or services anywhere in the world; (viii) use any trade name or business name in connection with their Partnerships that includes any Penrose® Trademark, Penrose® Content, indicia or Asset. For a list of Penrose® Trademarks, refer to Appendix B Glossary.
Section 8.05 PENROSE® MARKETING MATERIALS AND BUSINESS SUPPLIES
Penrose® has arranged for approved Penrose® specific Marketing Materials and Penrose® specific Business Supplies to be available to Partners for use in promoting the Services and the Program. These materials are available through the Penrose® Partner Website. If Partners have particular needs for Penrose® specific Marketing Materials or Business Supplies that are not available through the Penrose® Partner Website, Partners may submit suggestions to the Penrose® Marketing Department at Marketing@PenrosePartner.com. Penrose®, however, is under no obligation to provide specially-requested Penrose® Marketing Materials or Business Supplies.
Section 8.06 PARTNER-CREATED MARKETING MATERIALS POLICIES
It is important to maintain Penrose® brand consistency and accuracy for legal and business purposes. For this reason, policies are enforced to restrict independent Partner creation and delivery of its own marketing materials. Penrose® offers many Marketing Materials and Business Supplies that have ample space for Partner specific content.
(a) TRADEMARK MERCHANDISE
Partners who wish to use items with the Penrose® Assets may download and/or purchase merchandise approved by Penrose® through the Penrose® Partner Website. Partners are not permitted to add other marks, trademarks, designs, or copy to any items or merchandise, except where otherwise indicated during the ordering process. Co-branding Partner Company logos with Penrose® Assets, including the Penrose® logos, is not permitted. The Penrose® Trademarks are defined in Appendix B.
(b) FLYERS/INVITATIONS/SOCIAL SHARABLES
Partners are encouraged to use the Marketing Materials, including flyers, social sharables, and invitations, that are available on the Penrose® Partner Website. Partners may not create their own materials to advertise or promote the Services or the Program, although many Penrose® Marketing Materials are available with space to add in Partner specific content.
Partners may use Penrose® corporate videos to advertise or promote the Services and the Program. Corporate videos must be re-posted in their entirety and may not be modified in any way. It is the Partners’ responsibility to ensure that they are using the most current version of Penrose® videos. Partners may also post personal videos of their own photos or video clips to share their own story without using the Penrose® Assets. If Partners use the trademarks, trade names, service marks, copyrights, or intellectual property of any third party in any personal video, it is solely their responsibility to ensure that they have received the proper license to use such intellectual property and pay the appropriate license fee. No other videos are approved for Partner use and, as such, Partners may not create videos that combine personal material with the Penrose® Assets. Finally, the videography of guest speakers at Penrose® corporate events may be prohibited and Partners must comply with any specific instructions in that regard.
(d) BUSINESS PRESENTATIONS
Partners may use the business presentations that Penrose® has made available through the Penrose® Partner Website to promote the Services and the Program. Ranging from a 5-minute to a 1-hour presentation, these Corporate business presentations must be re-posted in their entirety and may not be modified in any way. It is the Partners’ responsibility to ensure that they are using the most current version of Penrose® business presentations. No other business presentations are approved for Partner use.
(e) TRAINING TOOLS
Partners are encouraged to use the training tools that Penrose® has made available through the Penrose® Partner Website to advertise or promote the Services and the Program. Training tools that are not compliant with these Policies and Procedures may be subject to compliance action.
Section 8.07 GENERAL ADVERTISING POLICIES
Partners are expected to engage in responsible, legal and environmentally friendly advertising and marketing activities directed to Clients, potential Clients or potential Partners. Appropriate locations for distribution of advertising and marketing materials include bulletin boards, message boards and digital message boards located in public places and private businesses.
Inappropriate forms of advertising are intrusive and contrary to the high-quality nature of the brand, and include but are not limited to, signage on telephone poles and flyers left on car windshields and any practice on a digital network that is outside the terms and conditions of such digital network or platform.
(a) MASS MEDIA ADVERTISING
As a matter of fairness to all Partners and to maintain brand quality, all mass media advertising programs must be purchased from the Penrose® Marketing Department, through forms located on the PenrosePartners.com website. Partners are not otherwise permitted to advertise the Penrose® Services or the Program on television, radio, billboards, national print, online publications, through mass mailings or through channels otherwise deemed inappropriate by Penrose®.
Subject to the other requirements of this Section, Partners are permitted to advertise in their local newspaper, community newsletters, local opportunities, local business directories, through their local Chamber of Commerce and through telephone book listings provided the advertisement does not exceed $500 value (per activity).
Partners may not advertise under the “help wanted” section of any newspaper or other directory, nor may any advertisement state or imply that the Partner t is seeking to employ or hire an individual for the company or that the Partner is an agent or recruiter for Penrose®.
If an advertisement is placed in a newspaper or other directory, the advertisement must clearly indicate that the opportunity being presented is that of an independent contractor as an Independent Partner for Penrose®.
(b) GENERATING CLIENTS AND RECRUITING PARTNERS VIA THE INTERNET
Partners may generate Clients and/or recruit Partners through her or his personal Penrose® Website and may also direct Clients to sign up for Services through the Penrose® Website. Generating Clients and/or recruiting Partners through any other website, including but not limited to Internet auction sites such as eBay or Amazon, or third-party bulletin board websites such as Craigslist, are strictly prohibited.
(c) SEARCH ENGINES, KEYWORDS, AND META-TAGS
Penrose® promotes the brand and company and generates awareness on behalf of our Partners through search engine marketing (SEM) and other paid online advertising programs. Partners agree to cooperate fully with Penrose’s effort to boost the search rank of Penrose’s owned sites on search engine results pages (SERPs) in all markets by not competing with Penrose® for branded keyword terms and phrases; including but not limited to “Penrose®,” “Penrose® Check-In Services,” “Penrose® Senior Services,” “Check-In Services,” and more.
If Partners wish to use any such meta-tags or search-based advertising programs to advertise the Services or their Partnerships, they may do so only using generic, unbranded search terms such as “senior care auditing,” “senior care,” “aging,” etc.
Partners may not bid on or purchase (or encourage or solicit any third party to bid on or purchase) any Penrose® Trademark, Penrose® Content, or any term containing any Penrose® Trademark or Penrose® Content as a meta-tag, keyword, paid search term, sponsored advertisement or sponsored link in both global and local markets.
Section 8.08 SOCIAL NETWORKING AND SOCIAL MEDIA
Penrose® encourages Partners to join and engage social networking sites, online forums, discussion groups, blogs, and other forms of Internet communication to leverage the power of the Penrose® brand and to communicate the benefits of the Services and the Program. Online social networks such as Facebook, LinkedIn, and Twitter, may be used to drive traffic to Partner Landing Pages or to the Penrose® Website.
Social media sites may not be used to sell the Services. Profiles a Partner generates in any social community where Penrose®, the Services, or the Program are discussed or mentioned must clearly identify the Partner as a Penrose® independent Partner, and when a Partner participates in those communities, Partners 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 Penrose’s sole discretion, and offending Partners will be subject to disciplinary action. If a link is provided, it must link to the posting Partner Landing Page or the Penrose® Website.
Partners may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Partners create or leave must be useful, unique, relevant, and specific to the blog’s article.
Partners who use social networking sites must also comply with the rules associated with that particular website or network. For example, some sites prohibit users from advertising products or promoting financial opportunities.
Partners who provide testimonials on social networking sites and otherwise on the internet are responsible for ensuring that their testimonials comply with all applicable laws and regulations.
Among other things, Partners shall not: (i) make any specific income claim or commitment to any amount of income that others may realize as an Penrose® Partner, or (ii) make any guarantee of success. Partners may describe, in general terms, the positive impact of Penrose® on their lifestyle or the positive results they have personally experienced providing Services. Any claim or testimonial, and any general income claim posted by a Partner must include the appropriate disclaimer. The Income Disclaimer is defined in Appendix B.
Section 8.09 SOCIAL NETWORKING AND SOCIAL MEDIA POLICIES
(a) PARTNERS ARE RESPONSIBLE FOR POSTINGS
Partners are personally responsible for their postings and all other online activity that relates to Penrose®. Therefore, even if a Partner does not own or operate a blog or social media site, if a Partner posts to any such site that relates to Penrose® or which can be traced to Penrose®, the Partner is responsible for the posting. Partners are also responsible for postings that occur on any blog or social media site that the Partner owns, operates or controls.
(b) IDENTIFICATION AS AN PENROSE® INDEPENDENT PARTNER
Partners must disclose their full names on all social media postings, and conspicuously identify themselves as Penrose® independent Partners. In addition to the foregoing, Partners may use the Penrose® independent Partner logo in social networking profiles. Anonymous postings or use of an alias is prohibited.
(c) DECEPTIVE POSTINGS
Postings that are false, misleading or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the Services, the Program, and/or Partner biographical information and/or credentials.
(d) USE OF THIRD PARTY INTELLECTUAL PROPERTY
If Partners use the trademarks, trade names, service marks, copyrights, or intellectual property of any third party in any posting, it is solely their responsibility to ensure that they have received the proper license to use such intellectual property and pay the appropriate license fee. All third party intellectual property must be properly referenced as the property of the third party, and Partners must adhere to any restrictions and conditions that the owner of the intellectual property places on the use of its property.
(e) RESPECTING PRIVACY
Partners must respect the privacy of others and be judicious in their postings. Partners must not engage in gossip or advance rumors about any individual, company, or competitive products or services.
Partners must conduct themselves with professionalism on social networking sites. This requires that Partners ensure that their postings are truthful and accurate. Partners should also carefully check their postings for spelling, punctuation, and grammatical errors. Social networking sites are not proper forums to publish grievances or take retaliatory action. Report negative posts to the Penrose® Compliance Department at Compliance@PenroseCheckIn.com.
(g) PROHIBITED POSTINGS
Partners may not make any posting, or link to any posting or other material, that is: sexually explicit, obscene or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); solicitous of any unlawful behavior; engages in personal attacks on any individual, group, or entity; in violation of any intellectual property rights of the company or any third party; or not consistent with the standards set forth in these Policies and Procedures.
(h) TERMINATION OF THE PARTNER AGREEMENT
If a Partner Agreement is terminated for any reason, the Partner must discontinue using the Penrose® name, all of the Penrose® Assets, and all derivatives of such, in any postings and on all social media sites that she or he utilizes. If the Partner posts on any social media site on which she or he has previously identified herself or himself as a Penrose® independent Partner, she or he must conspicuously disclose that she or he is no longer a Penrose® independent Partner.
Section 8.10 UNSOLICITED E-MAILS, MESSAGING, AND FAXES
A Partner may not use or transmit unsolicited faxes, mass text-messaging, mass e-mail distribution, unsolicited e-mail or engage in “spamming” in connection with the advertising, promotion or sale of the Services or the Program, or the operation of their respective Partnerships. The terms “unsolicited faxes” and “unsolicited e-mail” mean the transmission via telephone facsimile or electronic mail, respectively, of any material or information to any person on an unsolicited basis. The exceptions to this prohibition are faxes and e-mail to: (i) any person who gave the Partner prior consent to send such fax or e-mail; or (ii) any person with whom the Partner has an established business or personal relationship as defined in these Policies and Procedures.
Any e-mail sent by or for a Partner advertising or promoting the Services, the Program, or the Partner’s Partnership must comply with requirements applicable to commercial e- mailers found in the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM”) and the related FTC regulations, and any other applicable laws and regulations.
Without limitation of the preceding paragraph, any e-mail sent by a Partner advertising or promoting the Services, the Program or the Partner’s Partnership must meet all of the following requirements: the e-mail must clearly identify the Partner as the sender of the e-mail and as an independent Penrose® Partner; there must be a functioning return e-mail address to the sender; there must be a notice in the e-mail that advises the recipient that she or he may reply to the e-mail via the functioning return e-mail address to request that future e-mail solicitations or correspondence not be sent to her or him (a functioning “opt-out” notice); the e-mail must include the Partner’s physical mailing address to meet requirements of the Federal Government’s CAN-SPAM Act; the use of deceptive subject lines and /or false header information is prohibited; and all “opt-out” requests, whether received by e-mail or regular mail, must be honored.
Section 8.11 DOMAIN NAMES AND E-MAIL ADDRESSES
Partners may not use or register any domain name or e-mail address that consists of or contains any Penrose® trademark, content, Asset, or any mark confusingly similar, except that Partners may use a domain name or e-mail address that is provided by Penrose® in connection with their respective Penrose® Partner Websites. Domain names used in connection with any Personal Websites must be in good taste and exhibit no vulgarity. Penrose® reserves the right to prohibit the use of domain names deemed inappropriate by Penrose® in its sole discretion.
Section 8.12 NEWSLETTERS
Partner-created newsletters may be used for providing members of a Partner’s Downline, also called the Partner’s Company, with information on meetings, functions, and events, for purposes of encouragement, motivation, and recognition. A Partner may use Penrose® Trademarks or Penrose® Content that Penrose® provides for such purposes in newsletters that they distribute to her or his Partner Company. In addition to the foregoing, newsletters must comply with the following: the newsletter must clearly identify the Partner as the publisher of the newsletter, must identify the Partner as a Penrose® independent Partner, and must include the PenroseCertified® Logo; the newsletters must include the Income Disclaimer where appropriate (The Income Disclaimer is defined in Appendix B.); the newsletter must not reference earnings based on recruiting or sponsorship activities; the newsletter must not be used to sell, advertise, or promote any service, product, or program other than the Services or the Program; and the newsletter may contain articles and other content taken from the Penrose® Partner Website that Penrose® explicitly makes available for such purposes, provided that: (1) the Penrose® content is reproduced exactly as it originally appeared in the without any modification; (2) Penrose® or the applicable individual author is credited as the author of the content; and (3) all copyright, trademark, and other proprietary notices are reproduced with content as they originally appeared in the Penrose® Partner Website.
Each Partner represents and warrants that any material or content that appears in her or his newsletters (other than material or content provided by Penrose®) does not and will not infringe or misappropriate any patent, copyright, trademark, trade secret, publicity, privacy or other rights of any third person and is not and will not be hateful, discriminatory or vulgar.
Section 8.13 RESOURCE DIRECTORY LISTINGS AND ADVERTISING
(a) TELEPHONE AND ONLINE DIRECTORIES
A Partner who wishes to appear in a telephone directory or other similar directory must list her or his name alphabetically according to her or his surname or, if the Partner is a Business Entity, the trade name, business name or DBA of the Business Entity. If the directory permits, the Partner’s name may be followed by the words “Penrose® Independent Partner” and the Partner’s name, address, and telephone number or website. A Partner is permitted to advertise her or his Partnership through telephone directory display ads provided she or he only uses approved Penrose® Trademarks as shared in these Policies and Procedures.
(b) TOLL-FREE NUMBERS
A Partner may use and advertise toll-free telephone numbers in connection with her or his Partnership, which must be listed in accordance with the telephone guidelines above. A Partner may not state or imply that her or his toll-free number is a Penrose® number or is linked to any Penrose® location. In addition, any use of a toll-free number in connection with infomercials or any other television programs is prohibited.
(c) ANSWERING THE PHONE
A Partner may not answer (or have any phone answering service or device answer) the telephone by saying “Penrose® Check-In Services,” “Penrose®,” or in any manner that would lead the caller to believe that she or he has reached Penrose® or a Penrose® office. A Partner is permitted to state that she or he is an independent Partner for Penrose®.
(d) TELEMARKETING TECHNIQUES
The Federal Trade Commission and the Federal Communications Commission 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.
Although Penrose® does not consider Partners to be ” telemarketers” in the traditional sense of the word, these government regulations broadly define the term “telemarketer” and “telemarketing ” so that a Partner’s inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause her or him to violate the law. These regulations must not be taken lightly, as they carry significant penalties. Therefore, Partners must not engage in telemarketing in the operation of their Penrose® Partnerships. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of the Services or to discuss the Program. “Cold calls” made to prospective individual persons, not businesses, for the purposes of becoming a Client or Partner that promote the Services or the Program constitute telemarketing and are prohibited. Partners shall not place or initiate any outbound telephone call to any person that delivers any pre-recorded message (a “robocall”) regarding or relating to the Services or the Program. However, a telephone call(s) placed to a prospective Customer, Client, or Partner (a “prospect”) is permissible under the following situations: The Partner has an established relationship with the prospect based on the prospect’s purchase of services/products from the Partner within the thirty-six
(36) months immediately preceding the date of a telephone call; The Partner receives the prospect’s personal inquiry regarding the Services or the Program within six (6) months immediately preceding the date of such a call; The Partner receives written and signed permission from the prospect authorizing the Partner to call. The authorization must specify the telephone number(s) that the Partner is authorized to call; or Partners may call family members, personal friends, and acquaintances. An “acquaintance” is someone with whom the individual has had at least a first- hand relationship within the preceding thirty-six (36) months. Partners may call referrals from family members, personal friends, business colleagues, and acquaintances if they provide the referrers’ name to the prospect.
Section 8.14 PERSONAL VIDEOS AND PHOTOGRAPHS
Personal videos, audiotapes, digital recordings, or other recordings of Penrose® corporate events, Penrose® Clients or Seniors, or Penrose® employees are strictly prohibited by anyone other than authorized Penrose® representatives. Photographs of Penrose® employees may be used on social networking profiles, so long as said photographs are of high quality and, in the sole discretion of Penrose®, do not portray Penrose® employees in a negative light or in a way that may embarrass or damage the reputation of Penrose® or the individuals appearing in the photograph. Partners may distribute, reproduce or post on the Internet videos, images, or recordings that are made available by Penrose® for use by Partners.
Section 8.15 REPORTING ONLINE POLICY VIOLATIONS
Penrose® encourages all Partners to participate in social networking as outlined in these policies. It is the responsibility of all Partners to work together to promote Penrose® in an appropriate manner to maintain brand integrity. If a Partner suspects a policy violation, please report as much information as possible, including detailed descriptions and screenshots, to Compliance@PenrosePartner.com.
Section 8.16 SOCIAL NETWORKING AND INDEPENDENT WEBSITE TERMINATION
In the event of a voluntary or involuntary termination of a Penrose® Partner Agreement, a Partner is required to remove all references to Penrose® from social networking profile(s) from public view within ten (10) days of the date of termination. If the Partner has a specific Penrose® social networking group presence, she or he is required to remove her or his social networking group from public view within ten (10) days of the date of termination. The name of the social networking group may be transferred to another Penrose® Partner, subject to Penrose® approval. Removal of references to Penrose® from independent websites is required.
Article IX. COMPENSATION
Section 9.01 GENERAL
The Compensation Plan is attached as Appendix A to these Policies and Procedures and is incorporated into and made a part of these Policies and Procedures. The Compensation Plan identifies the earning opportunities available to Partners and sets forth the sales and organizational requirements necessary to earn Commissions and Performance Bonuses. The Compensation Plan is built upon delivery of Penrose® Services to Clients. Partners who meet minimum requirements, defined as individual service deliveries to clients, requirements are eligible to earn Commissions and Performance Bonuses as described in this Section and in the Compensation Plan.
Section 9.02 PENROSE® PAY
Penrose® will deposit monies owed to Partners into their bank accounts using ACH. All Payments, Commissions or Performance Bonuses that Partners may earn will be paid in this manner. Each Partner will submit a Direct Deposit Authorization Form to enable this payment process.
PARTNERS WAIVE ANY AND ALL CLAIMS AGAINST Penrose®, OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS IN THE EVENT THAT Penrose® MAKE AN ERROR THAT RESULTS IN AN UNDERPAYMENT OR OVERPAYMENT TO A PARTNER, AND EACH PARTNER AUTHORIZES Penrose® TO DEBIT OR CREDIT HER OR HIS ACCOUNT AS NECESSARY TO CORRECT ERRORS.
Section 9.03 SERVICE AND COMMISSION PERIOD
A Service Period under the Compensation Plan is 30 days. This allows Clients to sign up for Services at any time rather than waiting for the beginning of the next Calendar month. A Commission Period under the Compensation Plan is equivalent to a calendar month.
All Partners receive compensation on Service performance, not on Client sign-up alone. Client Services performed on the last day of a calendar month by 11:59 PM Central Time will be included for that Commission Period’s Pay, Commission, and Performance Bonus period calculation.
All Client Services performed received after the cut-off date will be included in the Pay, Commission and Performance Bonus calculation for the following Commission Period. With respect to a Commission Period, Commission payments will be issued to Partners no later than the 15th day following the close of that Commission Period, unless otherwise notified by Penrose®.
Section 9.04 PAYMENT FOR MONTH OF PROMOTION
A Partner is paid at the level of the highest Title for which she or he satisfies the qualification requirements during the current Commission Period.
Section 9.05 PARTNER COMPENSATION
For Partner Providers: One Check-In equals about 30 minutes at a senior’s residence; Partner Providers receive $20 per Check-In provided; Sponsored Check-Ins are those Services that are performed by those Partner Providers she or he is Sponsoring directly. Partner Providers earn 10% commission for each service provided from those Partner Providers they personally sponsor.
The service is valued at $20; therefore, the commission is $2.00 per check-in performed.
For Business Development Partners: For each service provided to a client supplied personally, the Business Development Partner earns 10% commission, or $7.50. For each service provided to a client supplied by a Business Development Partner she or he personally sponsors they receive 5% commission, or $3.25.
For Full Partners: Penrose adds your Partner Provider compensation to your Business Development Compensation.
Earning potential under this Compensation Plan is not based upon financial investment in the Program. This Compensation Plan is incorporated into and made a part of the Policies and Procedures. Penrose® may, at any time, revise the Policies and Procedures (including this Compensation Plan) by posting the amended Policies and Procedures (including this Compensation Plan) on the Penrose® Websites, and any changes or additions will be effective immediately upon posting. Penrose® may also deliver updates via email. Partners must check the Penrose® Websites frequently for revised Policies and Procedures (including this Compensation Plan). Partners’ continued participation in the Program following the posting of revised Policies and Procedures (including this Compensation Plan) constitutes acceptance of any changes or additions.
As with any other career opportunity, the compensation earned by Partners varies significantly. People become Partners for various reasons. Some people become Partners to simply serve others. Some people become Partners to improve their skills or to experience the management of their own businesses. Others become Partners, but for various reasons, never sell or serve any Penrose® Services. Accordingly, many Partners may never qualify to receive compensation under this Compensation Plan.
Generating meaningful compensation as a Partner requires considerable time, effort, and commitment. The Program is not a get-rich-quick plan, and there are no guarantees of financial success. Penrose® does not guarantee that a Partner participating in this Compensation Plan will generate any income or advance in this Compensation Plan.
The success or failure of each Partner, like any other independent business, depends on each Partner’s own individual capacity, business experience, expertise, skills, personal effort and motivation.
Article X. TRANSFER OF PARTNERSHIPS
Section 10.01SALE OR TRANSFER OF A PARTNERSHIP
A Partner may not sell, assign or otherwise transfer her or his Partnership without the prior written approval of Penrose®.
A Partner wishing to sell or transfer her or his Partnership (“Seller”) must first give notice of her or his intention to sell or transfer the Partnership to the immediate Upline Partner in writing. It is encouraged, but not required, that the Seller offers the first right of refusal to the immediate Upline Partner. If the Upline Partner and the Seller finalize a mutually acceptable sale / transfer arrangement, the Seller’s Downline will compress (Roll Up) into the Upline Partner’s existing Downline.
If the immediate Upline Partner and the Seller cannot finalize a mutually acceptable sale / transfer arrangement, the Seller may then offer to sell/transfer the Partnership to other parties.
If the Partnership is sold or transferred to an existing Penrose® Partner who is not the Seller’s immediate Upline Partner, the buying Partner must leave behind her or his existing Downline and assume the Seller’s position. The buying Partner’s existing Downline will then compress (Roll Up) to the buying Partner’s immediate Upline Partner.
Penrose® reserves the right to refuse any transfer request in its sole discretion. If a transfer request is approved, the Seller must work with the buying Partner and Penrose® Pay to adjust the service.
Spouses and common law married couples must operate as a single Partnership, whether as individual proprietors or through a Business Entity. At such time as a marriage may end in divorce or separation, arrangements must be made to ensure that the Partnership, other Partners in the applicable Upline, and Penrose® are not adversely affected. If Penrose® determines in its sole discretion that a divorce or separation of Partners will adversely affect the Partnership, other Partners or Penrose®, Penrose® may terminate the Partner Agreement.
Upon a divorce or separation, spouses or common law married couples must do one of the following: (1) One of the Partners agrees in writing to terminate the Partner Agreement as it applies to her or him, relinquish her or his interest in the Partnership, and authorize Penrose® to pay all Commissions and Performance Bonuses to, and otherwise deal directly and solely with, the non-relinquishing spouse/ partner; or, (2) Notwithstanding the divorce or separation, the spouses or common law married couple agree to continue to operate the Partnership jointly on a “business-as-usual” basis, in which case Penrose® will continue to pay all Commissions and Performance Bonuses and otherwise deal with the spouses and common law married couple in the same manner as it did prior to the divorce or separation.
Under no circumstances will the Downline, or Partner Company, of any Partnership of divorcing or separating spouses or common law married couples be divided. Similarly, under no circumstances will Penrose® split Commission or Performance Bonus payments between divorcing or separating spouses or common law married couples.
Section 10.03MARRIAGE OF PARTNERS
Should an unmarried Partner get married to a person who is not currently a Partner, she or he has the option of adding her or his new spouse to her or his Penrose® Partnership as a Downline. To add a spouse to an existing Partnership, the spouse must complete and submit a Spouse Add Form, which includes a new Partner Application, Gold Standard Background Check (Partner Providers only) and the Penrose® Certification or Orientation Program.
In the case of a Business Entity Partner, the new spouse may become a Designated Beneficial Owner of the Partnership. In the case of a Business Entity Partnership, the Partner must report that the new spouse has become a Designated Beneficial Owner of the Partnership, who must also meet all applicable eligibility requirements. To become a Designated Beneficial Owner, the new spouse must complete and submit a Spouse Add Form, which includes a new Partner Application, Gold Standard Background Check (Partner Providers only) and the Penrose® Certification Program.
Section 10.04BUSINESS ENTITY CHANGE OF BENEFICIAL OWNERSHIP
In the event that a Business Entity that is a Partner undergoes a Change of Beneficial Ownership, arrangements must be made to ensure that the Partnership, other Partners in the applicable Upline and Penrose® are not adversely affected. A “Change of Beneficial Ownership” means, with respect to any Partnership that is operated as a Business Entity, the sale, transfer or acquisition of any ownership interest in the Business Entity by any person or entity or group of persons or entities who are not listed on the original Business Entity Registration Form or any subsequent amendment to the Business Entity Registration Form, that is on file with Penrose®. If Penrose® determines in its sole discretion that such a Change of Beneficial Ownership will adversely affect the Partnership, other Partners, or Penrose®, Penrose® may terminate the Business Entity’s Partner Agreement.
Upon any Change of Beneficial Ownership, the Business Entity and each Beneficial Owner must continue to meet each of the requirements set forth in these Policies and Procedures. If a Business Entity that is a Partner is not the surviving Business Entity upon any Change of Beneficial Owner, the new Business Entity must submit a new Partner Application and Business Entity Registration Form and purchase and successfully complete the Gold Standard Background Check (Provider Partners only) and the online Penrose® Certification Program to become a Partner.
Section 10.05 DEATH AND INCAPACITY
Upon the death or incapacity of a Partner, the Partner’s interest in her or his Partnership may be passed to the Partner’s heir, trustee or other beneficiary, provided that arrangements are made to ensure that the Partnership, other Partners in the applicable Upline, and Penrose® are not adversely affected. If Penrose® determines in its sole discretion that such a disposition of a Partnership will adversely affect the Partnership, other Partners, or Penrose®, Penrose® may terminate the applicable Partner Agreement.
Appropriate legal documentation must be submitted to Penrose® in connection with any transfer of a Partnership upon the death or incapacity of a Partner. Accordingly, each Partner should consult her or his attorney to assist in the preparation of a will, trust or other testamentary instrument that will properly transfer the Partner’s interest in her or his Partnership.
When a Partnership is transferred by will or other testamentary process with Penrose’s approval, the beneficiary will acquire the right to collect Commissions and Performance Bonuses generated by the deceased Partner’s Downline and will otherwise assume all the rights and obligations of the deceased Partner under the Partner Agreement, provided the following requirements are met. The beneficiary must: submit a new Partner Application and otherwise meet all the eligibility requirements to become a Partner, including purchasing and successfully passing the Gold Standard Background Check (Provider Partners only) and the Penrose® Certification Program; comply with the terms and provisions of the Partner Agreement; and, meet all the qualifications for the deceased Partner’s level and title.
To effect a testamentary transfer of a Partnership upon the death or incapacitation of a Partner, the successor must provide the following to Penrose®: a court order appointing the administrator or trustee of the estate or letters testamentary or other instrument appointing the administrator or trustee of the estate; written instructions from the administrator of the estate directing on the disposition of the business; and, a completed and properly executed Partner Application from the beneficiary or the trustee who will be operating the business on behalf of the beneficiary.
Commission and Performance Bonus payments of a Partnership transferred pursuant to this Section will be paid in a single payment jointly to the new Partner. A Partnership is reliant on the leadership ability of the individual Partner; therefore, if the Partnership is bequeathed to joint devisees, they must form a Business Entity, identifying the person responsible for the entity’s operation and submit a properly completed and signed Business Entity Registration Form and otherwise comply with all of the requirements for a Business Entity that is a Partnership, as set forth in these Policies and Procedures.
Penrose® will issue all Commission and Performance Bonus payments and one IRS Form 1099 to the new Business Entity.
Section 10.06TRANSFER OF PARTNERSHIP TO SPOUSE OR CHILDREN
A Partner may transfer her or his Partnership to her or his spouse, common law spouse or child so long as such spouse, common law spouse or child meets all the eligibility and other requirements of the Partner Agreement. The transferee(s) must fulfill the ongoing responsibilities of the transferring Partner, complete a properly executed Partner Application, satisfy the Gold Standard Background Check (Partner Providers only) and Penrose® Certification Program requirements, and follow these Policies and Procedures.
Section 10.07ALL OTHER TRANSFERS BY PARTNERS PROHIBITED
Except as expressly permitted by these Policies and Procedures with Penrose’s prior written approval, Partners shall not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, the Partner Agreement, their Partnerships, or any rights or obligations under the Partner Agreement. Any purported assignment, sale, transfer, delegation or other disposition, except as permitted herein, will be null and void.
Article XI. TERMINATION AND SUSPENSION
Section 11.01VOLUNTARY TERMINATION
A Partner has the right to terminate her or his Partnership and the Partner Agreement at any time regardless of the reason. A completed Termination Notice Form must be submitted to the Penrose® Support Department and will be effective upon receipt by Penrose®. A Partner may also voluntarily terminate the Partnership and Partner Agreement by electing not to renew as described in these Policies and Procedures.
A Partner who terminates her or his Partner Agreement on a voluntary basis shall have the right to seek reinstatement to the Penrose® program pursuant to the provisions of these Policies and Procedures.
Section 11.02 INVOLUNTARY TERMINATION
In addition to the imposition of any remedial action described herein, Penrose® reserves the right to terminate the Partner Agreement and the Partnership of any Partner who, in the judgment of Penrose®, has violated the terms of the Partner Agreement including, but not limited to, the provisions of the Partner Application and these Policies and Procedures or for acts or omissions which Penrose® reasonably deems to be harmful to the interests of other Partners or to Penrose®. Involuntary termination shall be effective upon Penrose’s notice to Partner.
Section 11.03 EFFECT OF TERMINATION
Upon any expiration or termination of a Partner Agreement, the former Partner shall have no right, title, claim or interest to the Partnership or Downline (Partner Company) that she or he operated, or to the opportunity to receive any Commissions or Performance Bonuses from future sales generated by the Partnership or Downline (Partner Company). A Partner whose Partner Agreement is terminated will lose all rights to participate in or benefit from the Program. This includes the right to sell or perform the Services, act as a Sponsor, use any Assets for any purpose, and the right to receive future Commissions and Performance Bonuses or other income resulting from sales, performance or other activities of the Partner’s former Downline (Partner Company). In the event of termination, all licenses granted to the Partner hereunder, if any, shall automatically terminate, and the terminated Partner agrees to waive all rights, if any, she or he may have, including but not limited to, property rights, if any, to her or his former Downline and any Commissions, Performance Bonuses, or other amounts derived from the future sales and other activities of such Downline.
Former Partners shall not hold themselves out as Partners and shall not have the right to sell the Services, sponsor other Partners or otherwise participate in the Program.
Partners whose Partnerships are terminated shall receive Commissions and Performance Bonuses for the last full Commission Period in which they were active and qualified prior to termination (less any amounts withheld during any suspension preceding an involuntary termination, any outstanding balance that may exist on the Partners’ accounts, or any other amounts that may be owed to Penrose®).
Penrose® will not be liable to any Partner for damages of any kind solely as a result of terminating a Partnership or Partner Agreement in accordance with the terms set forth herein, and termination of the Partner Agreement will be without prejudice to any other right or remedy of Penrose® under the Partner Agreement or applicable law.
Upon any expiration or termination of the Partner Agreement, the following sections of these Policies and Procedures shall survive and continue: Beneficial Owners’ obligations related to their respective Business Entities; Confidentiality of Performance Reports (Down line Activity), Confidential or Proprietary Information or Customer / Client / Senior data or information retained by Partners after termination.
Section 11.04 RE-ENROLLMENT
A Partner who has voluntarily terminated, either through resignation or non-renewal, may re-enroll as a Partner by purchasing and successfully passing the Gold Standard Background Check (Partner Providers only) and the Penrose® Certification or Orientation Program. The Partner will be provided a new Identification Number.
Re-enrollment timelines: (i) If a Partner wishes to re-enroll within twelve (12) months of the deactivation date she or he must remain under her or his same sponsor; or (ii) If a Partner wishes to re-enroll more than twelve (12) months after the deactivation date, she or he may enroll under any Penrose® Partner. Please note: the Partner’s Downline (Partner’s Company) will remain with the Upline Partner, which is where it was placed when the Partner voluntarily terminated.
Section 11.05 TRACK SWITCHING
A Partner who has voluntarily terminated, either through resignation or non-renewal, may re-enroll as a Partner Provider, Business Development Partner, or Full Partner. If becoming a Partner Provider, she or he must purchase and successfully pass the Gold Standard Background Check and the Penrose® Certification or Orientation Program, if not currently PenroseCertified®. If becoming a Business Development Partner, she or he must pass the Penrose® Orientation Program, if not currently PenroseCertified®.
The Partner will be provided a new Identification Number.
Section 11.06 CESSATION OF BUSINESS
Penrose® expressly reserves the right to terminate all Partner Agreements upon thirty (30) days written notice in the event it elects to: (i) cease business operations; (ii) dissolve as a business entity; or (iii) terminate service performance and selling via direct-selling.
Article XII. REMEDIAL ACTIONS, GRIEVANCES, AND COMPLAINTS
Section 12.01REMEDIAL ACTIONS
Violation of the Partner Agreement, these Policies and Procedures, violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Partner that, in the sole discretion of Penrose®, may damage its reputation or goodwill (such damaging act or omission need not be related to the Partner’s Penrose® business), may result, at Penrose’s sole discretion, in one or more of the following corrective measures: A coaching e-mail or telephone call; Issuance of a written warning letter or admonition to the offending Partner; Requiring the offending Partner to take immediate corrective measures; The withholding of all or part of the offending Partner’s Commissions or Performance Bonuses during the period that Penrose® is investigating any conduct allegedly in violation of the Partner Agreement. If the Partner’s business is ultimately terminated, the Partner will not be entitled to recover any Commissions or Performance Bonuses withheld during the investigation period; Suspension of the offender’s Partner Agreement for one or more Commission Periods without pay; Involuntary termination of the offender’s Partner Agreement; Any other measure expressly allowed within any provisions of the Partner Agreement or which Penrose® deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the offending Partner’s policy violation or contractual breach; and, In situations deemed appropriate by Penrose®, it may institute legal proceedings for monetary and/or equitable relief.
Section 12.02 GRIEVANCES AND COMPLAINTS
When a Partner has a grievance or complaint with another Partner regarding any practices or conduct in relationship to her or his Partnership, the complaining Partner should first report the problem to her or his Sponsor. If the matter cannot be resolved, it may be reported in writing to the Penrose® Compliance Department. The Penrose® Compliance Department will review the facts and may attempt to assist the Partner to resolve the issue. Compliance@PenrosePartner.com.
Section 12.03 LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING HERE IN TO THE CONTRARY OR ANY FAILURE OF ESSENTIAL PURPOSE, IN NO EVENT SHALL A PARTNER, Penrose® OR ANY OF ITS RELATED PARTIES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THE PARTNER AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING BUT NOT LIMITED TO THE Penrose® PRODUCTS, SERVICES, THE PROGRAM, Penrose® MARKETING MATERIALS OR Penrose® BUSINESS SUPPLIES), WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTNER OR Penrose® OR ANY OF ITS RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 12.04 INDEMNIFICATION
Each Partner agrees to indemnify, defend, and hold harmless Penrose® (together with its Related Parties, its agents, other Partners, members, employees, directors, officers, and attorneys (collectively “Indemnified Parties”) from and against any and all losses or liabilities (including attorney’s fees) they may suffer or incur as a result of such Partner’s breach or alleged breach of the Partner Agreement, including, without limitation, any terms or conditions of these Policies and Procedures. Without limitation of the foregoing, each Partner shall specifically indemnify the Related Parties against any losses or liabilities they may suffer or incur as a result of such Partner being deemed an employee, agent or holding any status other than an independent contractor and such Partner’s tax liabilities.
Article XIII. MISCELLANEOUS
Section 13.01 SEVERABILITY
If any provision of the Partner Agreement, or the application thereof to any person, place or circumstance, will be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision will be enforced to the maximum extent possible so as to effect the intent of the parties, or, if incapable of such enforcement, only such limited portion of the provision that is held to be void or unenforceable shall be deleted from the Partner Agreement, and the remainder of the Partner Agreement and such provisions as applied to other persons, places and circumstances will remain in full force and effect.
Section 13.02 WAIVERS
The waiver by either party of a breach of or a default under any provision of the Partner Agreement will not be effective unless in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of the Partner Agreement, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
Section 13.03 GOVERNING LAW
The Partner Agreement is to be construed in accordance with and governed by the internal laws of the State of Texas without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Texas to the rights and duties of the parties.
Section 13.04 RIGHT TO USE THIRD PARTIES
Notwithstanding anything to the contrary in the Partner Agreement, Penrose® may use Partners or other contractors in connection with the performance of its obligations and the exercise of its rights under the Partner Agreement.
Section 13.05 FORCE MAJEURE
Penrose® will not be liable to any Partner for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, or inability to obtain raw materials, supplies, equipment or power needed to perform hereunder.
Section 13.06 INTERPRETATION
For purposes of interpreting the Partner Agreement: (i) headings are for reference purposes only and will not be deemed a part of the Partner Agreement; (ii) unless the context otherwise requires, the singular includes the plural and the plural includes the singular; (iii) unless otherwise specifically stated, the words “herein,” “hereof,” and “hereunder,” and other words of similar import refer to the Partner Agreement as a whole and not to any particular section or paragraph; and (iv) the words “include” and “including” shall not be construed as terms of limitation and shall therefore mean “including but not limited to” and “including without limitation.”
Section 13.07 ENTIRE AGREEMENT
The Partner Agreement, along with all documents incorporated by reference, in their current form and as amended by the Penrose® in its sole discretion, constitute the entire agreement of the parties hereto with respect to its subject matter. The Partner Agreement supersedes all previous, contemporaneous, inconsistent agreements, negotiations, representations, and promises between the parties, written or oral, regarding the subject matter hereunder. There are no oral or written collateral representations, agreements or understandings except as provided herein.
Section 13.08 NOTICES
Except as otherwise expressly set forth in the Partner Agreement, all notices required or permitted by the Partner Agreement shall be in writing and sent to the party to be notified by registered or certified mail or delivered in person, and shall be deemed effective upon receipt. Notices to a Partner shall be sent to the address on the applicable Partner Application or updated Partner Account Profile.
Notices to Penrose® shall be sent to Penrose® Check-In Services, LLC, 6333 E. Mockingbird #147-468, Dallas, TX 75214, Attention: Compliance Department.
Section 13.09 DISPUTE RESOLUTION
Any controversy, claim or dispute of whatever nature arising between Partner, on the one hand, and Penrose® and/or the Related Parties (as defined below), on the other, including but not limited to those arising out of or relating to the Partner Agreement including these Policies and Procedures or the breach thereof, or the commercial, economic or other relationship of Partner and Penrose® and/or the Related Parties, whether such claim is based on rights, privileges, or interests recognized by or based upon statue, contract, tort, common law, or otherwise (” Dispute”), shall be settled through negotiation, mediation, or arbitration, as provided in these Policies and Procedures.
If a Dispute arises, the parties shall first attempt in good faith to resolve it promptly by negotiation. Any of the parties involved in the Dispute may initiate negotiation by providing notice (the “Dispute Notice”) to each involved party setting forth the subject of the Dispute and the relief sought by the party providing the Dispute Notice, and designating a representative who has full authority to negotiate and settle the Dispute. Within ten (10) Business Days after the Dispute Notice is provided, each recipient shall respond to all other known recipients of the Dispute Notice with notice of the recipient’s position on and recommended solution to the Dispute, designating a representative who has full authority to negotiate and settle the Dispute. Within twenty (20) Business Days after the Dispute Notice is provided, the representatives designated by the parties shall confer either in person at a mutually acceptable time and place or by telephone, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute.
At any time twenty (20) Business Days or more after the Dispute Notice is provided, but prior to the initiation of arbitration, regardless of whether negotiations are continuing, any party may submit the Dispute to JAMS for mediation by providing notice of such request to all other concerned parties and providing such notice and a copy of all relevant Dispute Notices and notices responding thereto to JAMS. In such case, the parties shall cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in promptly scheduling the mediation proceedings, and shall participate in good faith in the mediation either in person at a mutually acceptable time and place or by telephone, in accordance with the then-prevailing JAMS’s mediation procedures and this Section, which shall control.
Any Dispute not resolved in writing by negotiation or mediation shall be subject to and shall be settled exclusively by final, binding arbitration before a single arbitrator in Dallas, TX, in accordance with the then-prevailing Comprehensive Arbitration Rules of JAMS. No party may commence Arbitration with respect to any Dispute unless that party has pursued negotiation and, if requested, mediation, as provided herein, provided, however, that no party shall be obligated to continue to participate in negotiation or mediation if the parties have not resolved the Dispute in writing within sixty (60) Business Days after the Dispute Notice was provided to any party or such longer period as may be agreed by the parties. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The arbitrator shall not have the power to alter, modify, amend, add to or subtract from any provision of the Partner Agreement other than as set forth in these Policies and Procedures, or to rule upon or grant any extension, renewal or continuance of the Partner Agreement. The arbitrator shall not have the power to award special, incidental, indirect, punitive or exemplary, or consequential damages of any kind or nature, however caused.
All communications, whether oral, written or electronic, in any negotiation, mediation or arbitration pursuant to this Section shall be treated as confidential and those made in the course of negotiation or mediation, including any offer, promise or other statement, whether made by any of the parties, their agents, employees, experts, or attorneys, or by the mediator or any JAMS employee, shall also be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and shall be inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in negotiation or mediation.
The costs of negotiation, mediation, and arbitration, including fees and expenses of any mediator, arbitrator, JAMS, or other persons independent of all parties acting with the consent of the parties to facilitate settlement, shall be shared in equal measure by Partner, on the one hand, and Penrose® and any Related Parties involved on the other. The parties shall bear their own legal fees and expenses of negotiation, mediation, and arbitration.
Although the Partner Agreement is made and entered into between Partner and Penrose®, Penrose’s affiliates, owners, members, managers, and employees (“Related Parties”) are intended third party beneficiaries of the Partner Agreement for purposes of the provisions of the Partner Agreement referring specifically to them, including this agreement to negotiate, mediate, and arbitrate. The parties acknowledge that nothing contained herein is intended to create any involvement by, responsibility of, or liability for, the Related Parties with respect to any dealings between Partner and Penrose®, and the parties further acknowledge that nothing contained herein shall be argued by either of them to constitute any waiver by the Related Parties of any defense which Related Parties may otherwise have concerning whether they can properly be made a party to any dispute between the other parties.
Any party may seek specific performance of this Section, and any party may seek to compel each other party to comply with this Section by petition to any court of competent jurisdiction. For purposes of any provisional or equitable relief sought under this Section, the parties consent to exclusive jurisdiction and venue in the courts of the State of Texas residing in the City Dallas. The pendency of mediation or arbitration shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that mediation or arbitration is pending.
Each party in any proceeding under this policy shall be responsible for its own attorney’s fees, legal expenses, and costs. If any portion of this Section is held to be unenforceable for any reason, the remainder shall remain in full force and effect.
Nothing in this Section shall preclude any party from seeking interim or provisional relief concerning the Dispute, including a temporary restraining order, a preliminary injunction, or an order of attachment, either prior to or during negotiation, mediation or arbitration.
In the event any portion of this provision regarding arbitration is found to be unenforceable, such portion shall be severable from the remainder of this provision, which shall remain in full force and effect. Any amendment to this provision, or to the Dispute Resolution provision in the Partner Agreement, shall not apply to: (i) a dispute arising prior to the effective date of such amendment; or (ii) a Partner who declines to participate in the Penrose® Program following the Effective Date of any such amendment.
Article XV. APPENDIX B: GLOSSARY
Partner – Someone who has met the qualifications required by Penrose® to perform Services and / or generate Clients.
Applicant – A potential Partner who has submitted a Partner Application that is under consideration by Penrose® and has not yet been accepted or rejected by Penrose®.
Application Form or Partner Application Form – The official application that must be properly completed and submitted to Penrose® by an Applicant to apply to become a Partner, together with the terms and conditions set forth therein. Each Partner Application is subject to acceptance or rejection by Penrose® in its sole discretion.
Assets or Penrose® Assets – Penrose® trademarks, copyrights, content, and other indicia that represent Penrose’s quality, integrity, and Services.
Beneficial Owner(ship) – Any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has: voting power which includes the power to vote, or to direct the voting of, the Business Entity’s ownership interest and/or (b) investment power which includes the power to dispose, or to direct the disposition of, such ownership interest.
Business Days – All days, excluding holidays observed by Penrose®.
Business Development Partner (BDP)- Partners whose primary responsibility is to generate clients and revenue for Services.
Business Entity – A corporation, limited liability company, partnership or trust that has submitted a properly completed Business Entity Registration Form that has been approved by Penrose®. NOTE: ONLY DESIGNATED ENTITY INDIVIDUALS MAY PERFORM SERVICES OR GENERATE CLIENTS ON BEHALF OF PENROSE®.
Business Entity Registration Form – The legally binding agreement that must be properly completed, signed, and submitted by a Business Entity and the Partner seeking to assign her or his Partnership to the Business Entity, subject to approval by Penrose® in its sole discretion. The Partner must be a Beneficial Owner of the Business Entity.
Client – The individual or business entity that hires Penrose® Partners to perform Services.
Company – A Partner and her or his respective Downlines.
Commissions – A Partner’s compensation based on the revenue derived through her or his performance of Services, or her or his Downline’s performance, or that of a Partner Provider.
Compensation Plan – The Compensation Plan attached as Appendix A to the Policies and Procedures and which is incorporated into and part of these Policies and Procedures.
Confidential Information – The confidential and/or proprietary information of Penrose®, which includes, but is not limited to, the Performance Reports (Downline Activity) and all information contained in such reports, all Customer Data, and Penrose’s product development plans, pricing, problem reports and performance information, marketing and financial plans and data, Partner e-mails, contact information, and training materials.
Customer – An organization that supports a Penrose® approved Client sign-up link or microsite.
Customer, Client, or Senior Data or Information – All data and information submitted by a Customer, Client, or Senior or potential Customer, Client, or Senior to a Partner in connection with a purchase of the Penrose® Services or otherwise including, without limitation, such Customer’s name, address, phone number, financial account information, services performed, images, and likenesses.
Customer’s Penrose® Link – When approved by Penrose® via the Mass Client Marketing Approval Form, a link or microsite that allows Clients to sign-up for Services under a Partner Identification Number.
Designated Entity Individual – An individual of a Business Entity who has completed the requirements to be a Partner Provider or a Business Development Partner.
Direct Deposit Authorization Form – A legally binding form that allows Penrose® to deposit compensation into a Partner’s bank account.
Dispute Notice – Any notice is required to be in writing and sent to the party to be notified by registered or certified mail, and shall be deemed effective upon receipt.
Downline, also called Company – The Partners under a Sponsoring Partner.
Event Registration Request Form – The official request form that must be properly completed and submitted to Penrose® by a Partner that wants to develop and implement a Mass Client Marketing Program. Each Partner Application is subject to acceptance or rejection by Penrose® in its sole discretion.
Full Partner – a Partner that is a Business Development Partner and a Partner Provider
Gold Standard Background Check – For Partner Providers only, the background check is comprised of a seven year criminal history on the local, state, and national levels, the Nationwide Sexual Offender Index, the Nationwide Healthcare Fraud and Abuse Scan, Nationwide Record Indicator with SOI, Social Security Alert, Residence History, Education Verification, Employment Verification, and two Personal References.
Identification Number – A unique number assigned by Penrose® to each Partner that is used to identify the Partner in Penrose® ‘s records and computer system. A Partner’s Identification Number (ID) must be used by that Partner to identify her/himself to Penrose® in all correspondence with Penrose® and may also be required for certain transactions. A Partner may provide her or his ID to Customers and business prospects to assist Penrose® in connecting the Client, Customer, and business prospects to the Partner ‘s account.
Income Disclaimer – Penrose® does not guarantee that Partners participating in the Penrose® Program will generate any income. As with any business, each Partner’s business results may vary. Earnings depend on a number of factors, including the area in which you live, individual effort, business experience, diligence and leadership.
Potential Partners are urged to perform their own due diligence prior to making any decision to participate.
Line Switching – Line Switching is re-enrolling under a different Sponsor in less than a twelve (12) month period after terminating an account or while still enrolled under a previous Sponsor. Line Switching is strictly prohibited. If a Partner wishes to change Sponsors, the Partner must terminate her or his Partnership and wait twelve (12) months. After twelve (12) months, the Partner may re-enroll under a new Sponsor.
Mass Client Marketing Program – Any Partner efforts to generate clients more than one at a time through one-on-one personal contact. This may include, but is not limited to, advertising, public relations, social media, digital media, and promotions.
Mass Client Marketing Program Request Form – The official request form that must be properly completed and submitted to Penrose® by a Partner that wants to develop and implement a Mass Client Marketing Program. Each Partner Application is subject to acceptance or rejection by Penrose® in its sole discretion.
Minimum Requirements or Minimum Qualifying Requirements – The number of Client Service Performances necessary to meet the terms of the compensation program.
A Partner is an INDEPENDENT CONTRACTOR who may provide services and/or generate client income. Partner is the starting Recognition Title in the Compensation Plan. Partners may be individuals, married couples or Business Entities that have:
- submitted a Partner Application that has been accepted by Penrose®;
- have satisfied the Gold Standard Background Check (Partner Providers only) and/or the Penrose® Certification Program;
- complies with the requirements of the Partner Agreement, including the obligations set forth in the Policies and Procedures; and
- renews Partner Agreement annually in accordance with Policies and Procedures. Unless otherwise specified, the term “Partner” refers to any Partner, whether or not such Partner has been promoted to a higher Recognition Title.
Partner Agreement or Penrose® Partner Agreement – The legally binding agreement between Penrose® and each Partner consisting of:
- a properly completed and submitted Partner Application that has been accepted by Penrose®;
- the Policies and Procedures that are incorporated into and form an integral part of the Partner Agreement; and
- if applicable, a properly completed and signed Business Entity Registration Form that has been accepted by Penrose®.
Partner Application – The official application that must be properly completed and submitted to Penrose® by an Applicant to apply to become a Partner, together with the terms and conditions set forth therein. Each Partner Application is subject to acceptance or rejection by Penrose® in its sole discretion.
Partner Information – Each Partner’s name, address, phone number, e-mail address, Social Security Number or Federal Tax Identification Number, date of birth, and other information required to be provided in or with a Partner Application.
Partner Provider – An individual who provides Services for Clients.
Partnership – A Partner’s independent business for marketing and selling the Penrose® Services, as authorized by the Partner Agreement.
Partnership Program – The entirety of the Partnership Application, Partnership, Policies and Procedures.
Profiles or Partner Provider Profiles – For Partner Providers only, a brief paragraph that provides a Client with their First Name, Last Name Initial, general experience and motivation for providing Services. Forms the basis of Client selection of their Partner Provider.
Password – A unique string of numbers and/or letter characters that provides Partners access to her or his respective Penrose® Partner Website. The Password is required to obtain online performance history records, Performance Reports (Down line Activity), and other information critical to the management of a Partnership. Passwords are highly confidential and must not be shared with anyone.
Penrose® Certification Program – Required for all Partners, the online self-directed course includes overviews of seniors, the senior care industry, Penrose® Application, Penrose® Services, Penrose® protocols, and more.
Penrose® Partner Support Site- The private Partner website containing Partner materials, including but not limited to: Policies and Procedures, Partner Forms, Penrose® Certification Program, Marketing Materials, Business Supplies, Social Shareables, Penrose® Library, Volume Plus Program, Life Coaching, and more. https://PenrosePartner.com
Penrose® Policies and Procedures or Policies and Procedures – The policies, procedures, rules, guidelines, and other terms and conditions set forth in the document of which this Compensation Plan and Glossary incorporated therein by reference and attached as Appendices A and B thereto are a part (as may be amended from time to time at the sole discretion of Penrose®), which, together with the terms and conditions set forth in a Partner Application accepted by Penrose®, constitute the legally binding agreement between Penrose® and each Partner.
Penrose® Pay – Penrose® Pay is set up for Partners using ACH and a Direct Authorization Form. With the exception of certain Performance Bonus payments made on an exception basis, all Commissions or Performance Bonuses that Partners may earn will be paid through her or his Penrose® Pay.
Penrose® Business Supplies – The business supplies, such as business cards, stationery, etc., that Partners may purchase from Penrose® or its approved third-party suppliers.
PenroseCertified® – The designation for Partners who have successfully completed the Penrose® Certification Program.
Penrose® Check-In Services – Services, such as the Penrose® Care-Check, that Partners are authorized to sell and/or perform under the Agreement.
Penrose® Copyrights – All Penrose® writings, programs, materials, digital postings are copyrighted with all rights reserved to Penrose® Check-In Services, LLC.
Penrose® Compliance Department – The department at Penrose® headquarters that has oversight on Penrose® Policies and Procedures.
Penrose® Content – The Penrose® Content includes: (1) all Penrose® Trademarks;
(2) all text, images, graphics, and other content and materials used or displayed on or in connection with any Penrose® Service, Penrose® Marketing Materials, Penrose® Business Supplies or the Penrose® Websites; and (3) the names, images, and likenesses of the founder and employees of Penrose®, Rhonda J. Harper, MBA.
Penrose® Marketing Materials or Marketing Materials – The advertising, marketing, promotional, public relations, social media and informational materials that Penrose® provides for the Penrose® Services and the Program from time to time.
Penrose® Points – Earned by Partner Providers for generating clients for other Partner Providers. Once thresholds are met, she or he will receive a special gift from Penrose
Penrose® Services – Services, such as the Penrose® Care-Check, that Partners are authorized to sell and/or perform under the Agreement.
Penrose® Termination Notice Form – The form required to be completed and submitted to Penrose® to voluntarily terminate a Partnership. The form is emailed to Compliance@PenrosePartner.com and is effective upon receipt by Penrose®.
Penrose® Trademarks – All trademarks, service marks, trade names, product names, logos, and domain names used or displayed on or in connection with any Penrose® Services, Penrose® Marketing Materials, Penrose® Business Supplies or the Penrose® Website. Current Penrose® trademarks in IC Classification 045 or 042 include: Penrose®, Penrose® Check-In®, Penrose® Check-In Services®, Penrose® Senior Care Auditors®, PenroseCertified®, How’s your mom doing? Don’t worry, we’ll let you know!®, the rose design mark, the yellow in the design mark, Certified to be the Best.®, Wouldn’t you want to know?®.
Penrose® Website – The Internet website located at PenroseCheckIn.com.
Penrose® Websites – Collectively, the Internet websites located at the following URL addresses:
- PenroseCheckIn.com – brand website for clients and enrollments to the Program and Services
- IndependentPenrosePartner.com – website for Partner’s personal page for enrolling additional Partners
- MyPenrose.com – website for Partners that includes the Marketplace, Marketing Materials, Business Supplies, Penrose® Certification Program, Download/Shareables, Coaching, Forms, Volume, and more
Performance Bonus(es) – At the sole discretion of Penrose®, compensation provided from time to time based on outstanding performance.
Performance Report (Downline / Company Activity) – A report generated by Penrose® that provides critical data relating to the identities of a Partner’s sales and service performance, and enrollment (sponsoring) activity of each Partner’s sales and service performance. All Performance Reports and the data contained therein are the Confidential Information of Penrose®.
Personal Landing Page – Personalized Landing Pages provided by Penrose® to a Partner participating in the optional subscription Volume Plus Program. Personal Landing Pages are linked to the Partner’s Identification Number and may be used for placing Client orders and enrolling new Partners. An additional monthly charge may apply for Volume Plus Program.
Policies and Procedures – The terms and conditions for the Partnership Agreement.
Program – Penrose’s direct sales program for the Penrose® Services as described in the Partner Agreement.
Security Breach – A breach of security or an unauthorized disclosure, access, acquisition or use of Customer, Client, or Senior Data or any Confidential Information of Penrose®, including such access or acquisition as a result of theft, hacking or inadvertent error.
Senior – A person ages 60+.
Services – Penrose® check-in services, such as the Penrose® Care-Check, that Partners are authorized to sell and/or perform under the Agreement.
Sponsor(ship) – A Partner who enrolls another Partner into the Program and is listed as the sponsor on the Partner Application.
Sponsorship Branch – A Downline that has achieved the Title of Leader and those Partners sponsored by that Leader.
Spouse Add Form – A required form to add a spouse to an existing Partnership.
Termination – The non-renewal termination, or other voluntary or involuntary termination of a Partnership following which the former Partner shall have no right, title, claim or interest to the Partnership or Downline that she or he operated or to the opportunity to receive any Commissions or Performance Bonuses from the sales generated by such Partnership or Downline.
Volume Plus Program – The Volume Plus Program is an optional business service that Partners may opt-in to receive. It is comprised of the Personal Landing Page, Business Reports, and other services.
Waitlist(ed) – When a Client signs-up for Services and there is not a Partner Provider available, the Client is put on a list awaiting a Partner Provider. The Client does not pay for Services until a Partner Provider is staffed.