Founded in 2014, Penrose® Check-In Services, LLC (“Penrose®”), a Texas limited liability company, is the first and only technology solutions firm that enables Consultants to provide senior care audits.
Penrose sells Senior services technology platforms through matching Service Providers to Clients. It also provides the opportunity for Business Developers to profit from generating Clients. Together, Service Providers and Business Developers are known as Consultants. Business Developers and Service Providers may sponsor others to become independent Consultants, also known as the Penrose® Program (“Program”).
A “Penrose® Check-In” is when a Service 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 Service Provider’s input into a report that is delivered to the Client, generally the adult child(ren) of the Senior.
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® Agreement (“Agreement”), which sets forth Penrose’s and each Consultant’s legal rights andobligations.
Throughout these Policies and Procedures, where the term Agreement” is used, it refers to the legally binding agreement between Penrose® and each Consultant, consisting of (i) a properly completed and submitted Consultant Application that has been accepted by Penrose®; (ii) these Policies and Procedures that are incorporated into and form an integral part of the Consultant 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 Consultant 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 Consultant 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 Consultant, 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 Consultant’s submission of the Consultant Application.
Penrose® may amend these Policies and Procedures at its discretion. Notice of any substantive changes will be posted in the Penrose® support site, MyPenrose.com, and delivered to Consultants by email. The amended Policies and Procedures will become effective thirty days after notice is provided, at which time the final amended policies will be posted on the Penrose® Website and in the Penrose® support site. Amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment(s) except where indicated.
Consultants are responsible for regularly reviewing publications in the Penrose® support site for notices of substantive changes to the Policies and Procedures. Consultants’ continued participation in the Program following the effective date of the amended Policies and Procedures constitutes acceptance of any changes or additions.
Penrose® Consultants are independent contractors and can be an individual or a business entity. Service Providers initially apply as in individual, and then after acceptance, that Consultancy 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 Service Providers.
The Penrose® Program has three tracks: (i) Service Provider, (ii) Business Development, and (iii) General Consultant. An individual may belong to only one track. Penrose® Service Providers provide Check-In Services to Seniors and may solicit Clients. Business Developers do not provide Check-In Services, rather they generate Clients for Service Providers to serve. General Consultants do both. For the purposes of this document, when Service Provider is mentioned, General Consultant is also implied.
To become a Consultant, one must: be 21 years of age orolder; be a legal resident of the UnitedStates; not be in jail or prison or otherwise confined to a correctional institution; not have ever been convicted of afelony; speak and readEnglish; own a mobile device with wi-fi (e.g. smart phone,tablet); have reliabletransportation; complete a background check and the Penrose® Certification Program (Providers only), and; complete the Penrose® Orientation Program (Business Developers only).
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, Consultancy or trust) applying to be a Consultant must also comply with the requirements of this section.
Consultants 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. Consultants are self-employed, non-exclusive independent contractors who are authorized to market and sell the Penrose® services in the 50 United States. Consultants 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 Consultant does not create an employee/employer relationship, agency, Consultancy or joint venture between Penrose® and said Consultant.
Consultants have no authority (expressed or implied), and shall not represent that they have any authority, to bind Penrose® to any obligation. Consultants shall establish their own goals, hours, place of business, and methods of sale or Service, so long as they comply with the Consultant Agreement. Consultants are solely responsible for all decisions made and all costs incurred with respect to their Consultancys. All Consultants assume all entrepreneurial and business risk in connection with their Consultancys. There is no guarantee that there is or will be a market for the Penrose® Services or that Consultants will earn, or will not lose, money.
Once an Applicant has submitted a properly completed the online Application, completed the background check, if necessary, and the Penrose® Orientation or Certification Program, submitted any other documents that Penrose® may require, and Penrose® has accepted and processed the Application, the Applicant will become a Consultant and will be assigned a unique Identification Number and Password. The Identification Number must be used by that Consultant to identify herself or himself to Penrose® in all correspondence with Penrose® and may also be required for transactions and Service delivery. A Consultant should provide her or his Identification Number to Clients and potential Clients or those they sponsor to assist Penrose® in identifying and linking them to that Consultant’s account for online orders for Penrose® services.
A Consultant’s password is used by that Consultant to access her or his Penrose® Account and Penrose® support website. This password must not be given to anyone else.
The Penrose® Certification Program and Penrose® Orientation Program are proprietary, self-directed, online education and training programs that are required for Penrose Consultants.
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 Service Provider has completed the required course of instruction and earned a passing score necessary to obtain a certificate and become PenroseCertified®.
The Service Provider applicant must successGeneral Consultanty complete a background check 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 Developers are required to complete the online Penrose Orientation Program.
Penrose® is in the business of providing technology solutions for Senior care auditing and may engage Service Providers to perform Senior care audits, also called Penrose® Check-Ins (“Services”). A “Penrose® Check-In” is when Service Providers visit Seniors in private residences or communities (e.g. Assisted Living, Nursing Home, etc.), assess them, their quality-of-life, and environment using Penrose® proprietary technologies. The Penrose® technologies turns the Consultant’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 Developer’s Identification Number for compensation credit. The Client may instead sign-up on the Consultant’s Penrose® landing page in which the Client does not need to enter in the Consultant’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 across 7-Quality-of-Life Factors. A list of Service Provider profiles who have availability is presented and the Client selects her or his Service Provider. The Client then enters her or his credit card to pay for services.
The Service Provider provides the services using the proprietary web-based Penrose® Application. At the beginning of the following month, the Service Provider and business developer 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 Service 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 productivemanner; personally perform the Services in a safe, good, and professional manner using at all times adequate equipment in good workingorder; supply wifi-enabled mobile device(s) required to perform theServices; provide Services that are satisfactory and acceptable to Penrose® and its Clients andSeniors; the Service 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 Service Provider shall obtain all permits or permissions required to comply with those standards, laws, rules, or regulations.
Once an Applicant has become a Consultant as described above, the Consultant is able to participate in and take advantage of the Program’s benefits. These benefits include the ability of the Consultant to: solicit Clients to receive the Services on behalf of their Seniors as described herein; participate in the Compensation Plan; sponsor other potential Consultants into the Program; receive periodic Penrose® literature and communications; participate in Penrose® sponsored support; and, use Penrose® proprietary technologies and applications as instructed and within the terms of these Policies and Procedures
Penrose®’s technology matches Clients with Providers. When Clients sign up for Services on the Penrose® website they enter their Seniors’ zip code. This zip code is then matched to Service Provider Consultants who Service that area. In addition to a photo and biography, Service Providers include the zip codes they serve, the maximum number of Check-Ins they will perform, and whether they will visit private residences and/or communities.
Clients read the Service Providers’ profiles and select the one they want. If Service Providers do not have availability, the App suppresses their profiles. If there are no Service Providers available in the Client’s selected zip code, she or he is immediately Waitlisted and notified. Penrose® management then reaches out to Service Providers to determine if they wish to recruit a Service Provider, extend their territory, or increase their inventory availability. If there are no current Service Providers available, Penrose® will attempt to recruit Service Providers in the area at its own expense.
If Business Developers know 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 order to become a Service Provider, an Applicant must complete the Applicant Form and purchase and pass the Penrose® Certification Program which includes a background check.
You may cancel your Application, 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 your application transaction, email email@example.com. Penrose® does not provide refunds beyond the 3-day cooling off period for any reason.
In order to become a business developer, Penrose® must approve the Applicant’s Application and the Applicant must purchase and complete the Penrose® Orientation Program.
A Consultant remains in the Program by: (i) renewing her or his Consultant 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 Consultant Agreement.
Penrose Consultants must be at least age 21, read and speak English, and have a high school degree or equivalent. Penrose® reserves the right to accept or reject any Consultant Application for any reason in its sole discretion. Without limiting the generality of the foregoing, Penrose® reserves the right to reject any Consultant Application or Business Entity Registration Form if Penrose® determines in its sole discretion that its acceptance of a Consultant Application would result in any actual or potential conflict of interest or would call into question the independence of a Consultant.
A Consultant may hold only one account under one single sponsor. A person or entity may not be a party to more than one Consultant Agreement or hold, directly or indirectly, any interest in additional Consultancys, including any Consultancys operated by a Business Entity. No Consultant may pay others to market, sell, or perform the Services.
No Consultant shall assert or imply that she or he has ownership of, or exclusivity in, any particular geographic area, territory, market, or region. All Consultancy are nonexclusive, and all Consultants have the General Consultant right to market, sell, or perform the Services and otherwise conduct their Consultancys in all geographic areas and territories within the 50 United States in accordance with the terms of the Consultant Agreement.
Each Consultant is responsible for keeping her or his Consultant information up to date and accurate, and must immediately update any changes in her or his personal account. It is particularly important that a Consultant 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 Consultant as well as pay the Consultant. Each Consultant may modify her or his Consultant information (e.g., update an address, phone number or e-mail address). Without limitation of the foregoing, Business Entities that are Consultants must immediately report any changes in its Beneficial Ownership to Penrose®. A Consultant must submit appropriate legal documentation in support of a name change request.
A corporation, limited liability company, Consultancy of any nature or trust is referred to in these Policies and Procedures as a “Business Entity.” Business Developers may apply as a Business Entity. All Service Providers must apply first as an individual and them change to a business entity if desired.
Designated Beneficial Owners are those individuals who personally complete the background check and the Penrose® Certification Program. All activities of a Consultancy 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 Consultant enrolled as an individual may apply to transfer her or his Consultancy to a corporation, limited liability company, or trust. A Consultancy that is a Business Entity and undergoes a change of Beneficial Ownership must submit a Change in Consultancy or Business Entity Form, and have it approved by Penrose®, or it may have its Consultant Agreement and Consultancy terminated.
To effect such a transfer, a corporation, limited liability company, Consultancy 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, 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, or trust must assign her or his Consultant 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 Consultancy 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 Consultant Agreement by such Business Entity or any indebtedness or other obligation to Penrose® of such Business Entity.
A Consultancy 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 Consultant may change a Consultancy’s status from a sole proprietorship to a corporation, limited liability company, or trust, or from one type of Business Entity to another, by submitting a new Business Entity Registration Form. Upon Penrose’s acceptance, the Consultant’s original Consultant Agreement will automatically terminate and be replaced and superseded by the newly formed Consultant Agreement. Note that none of the changes described above will permit a Consultant to change her or his Sponsor (the person that brought them to Penrose®), except as expressly specified in in these Policies and Procedures.
Each Consultant 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 Consultant, would violate the Consultant Agreement, such activity will be deemed a violation by the Consultant and Penrose® may take remedial action pursuant to the Consultant Agreement and seek other appropriate remedies against such Consultant.
A Consultant Agreement commences on the date of purchase and must be renewed on an annual basis. A Consultant’s failure to renew her or his Consultant Agreement upon the one (1) year anniversary of the purchase date will result in the termination of her or his Consultant Agreement. If a Consultant wishes to apply to renew her or his Consultant Agreement, the Consultant must complete the renewal process and pay a fee to complete and pass the Penrose® Certification or Orientation Program no later than 30-days after the original anniversary date. If a Consultant Agreement is terminated for non-renewal, the affected Consultant may re-enroll in accordance with these Policies and Procedures.
Each Consultant 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 not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker’s compensation insurance on a Consultant’sbehalf.In Consultant earns more than $600, Penrose® will require a w-9 and will issue the Consultant a 1099 for tax purposes.
Consultants 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. Once referred, Penrose® may contact the Consultant(s) involved for input or testimonials. Consultants, of course, may respond to media inquiries regarding her or his own business.
Consultants shall present the Program in a truthful and accurate manner consistent with the Consultant Agreement and the Penrose® marketing materials. Consultants shall not offer the Program through or in combination with any other system, program, or method of marketing. Consultants shall not promote, require, or encourage any current or potential Clients or Consultants to: (1) participate in the Program in any manner that varies from the Program as set forth in the Consultant Agreement; or (2) execute or adhere to any agreement or contract other than the Consultant Application and these Policies and Procedures in order to become Consultants and participate in the Program.
Consultants shall not make any claims or representations regarding Penrose or the Services other than those claims and representations found in the Penrose® marketing materials. Consultants shall not make claims or representations of potential or guaranteed income or profits in connection with the Program. Any amounts that Consultants earn through the Program are based only on the sale and performance of Services and not on the mere act of sponsoring other Consultants. Hypothetical income examples to explain the operation of the Compensation Plan, and which are based solely on mathematical projections, may be presented to potential Consultants, so long as Consultants who use such hypothetical examples make clear to the potential Consultants that such earnings are hypothetical. The Income Disclaimer, attached hereto in the Glossary, must accompany any such hypothetical examples.
Consultants may not represent that the Services or the Program have been approved or endorsed by any governmental, industry, medical, or regulatory agency.
Consultants may not rebrand or re-label or alter any Services, marketing materials or other information related to the Program in any way. Consultants 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 provide ample space to add Consultant specific information prior to sharing and/or printing.
Consultants shall safeguard and promote the good reputation of Penrose®. Consultants shall at all times conduct themselves in a manner that reflects favorably on the Services and the good name, goodwill, and reputation of Penrose®. Consultants 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. Further, Consultants shall comply with all laws, rules, regulations, and governmental requirements applicable to the operation of their duties and performance under this Agreement, including the marketing, promotion, sale, and performance of the Services. In addition, Consultants 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 marketing materials, or take any action that affects or could affect the appearance, quality, content or performance of any Service.
Consultants 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 Consultants from developing their own respective Consultancy. While it is not possible to provide a comprehensive list of behaviors that falls outside the level of professional conduct and integrity expected of Consultants, Consultants 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.
Consultants who become aware that another Consultant has violated the Consultant Agreement should promptly notify the Penrose®. Details of the incident (such as dates, number of occurrences, and persons involved) and any supporting form.
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 Consultant’s device (e.g. smartphone, tablet, etc.). As such, all data and information is transmitted to and from Penrose’s central database. Therefore, Consultants 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. Consultants 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 Consultants dispose of any paper or electronic record containing Customer Data, Client / Senior Information, and other Confidential Information, Consultants 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, Consultants will certify to Penrose® that all forms of the requested personal information have been destroyed and will describe any exceptions.
Consultants 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 Consultants shall promptly notify Penrose® 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. Consultants, 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 Agreement applicable to Clients or Seniors including by sending notice to the affected individuals, state agencies and consumer reporting agencies, if such notification is required by law.
Consultants that create optional marketing programs through separate businesses or organizations for Services must make the request for conditional approval in writing using the appropriate Penrose® form. Penrose® reserves the right to refuse authorization for any reason. Consultants must allow two to four weeks for review and approval or disapproval of the request.
Consultants may display and/or sell the Services and enroll Consultants at trade shows and professional expositions. Before submitting a deposit to the event promoter, Consultants 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 Program. Penrose’s approval of a Consultant’s request form does not ensure that the promoter of the event will allow the Consultant to participate. It is therefore the Consultant’s responsibility to ensure that the promoter will allow her or him to display before making a deposit with the promoter.
All Client sales must be completed through the Penrose® website or a Penrose® URL link that has been generated and approved by Penrose®.
While the Consultant Agreement is in effect, Consultants must not represent as an agent, agency, contractor, or employee of any directly 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® (e.g. Check-In Services).
A Consultant 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 compensation, Client and Senior data, and Penrose’s product development plans, pricing, problem reports and performance information, marketing and financial plans and data, Consultant e-mails, contact information, and training materials.
Consultants 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 Consultant shall use Confidential Information only for the purposes of performing her or his obligations or exercising rights under her or his respective Consultant Agreement. A Consultant shall limit access to Confidential Information to only those persons who have a legitimate need to know such information in the performance of Consultant’s rights and obligations under her or his respective Consultant 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 Consultant under her or his respective Consultant Agreement. A Consultant 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 Consultant 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 Consultant notifies Penrose® and cooperates with Penrose® in protecting against or limiting the disclosure of Confidential Information.
In order to avoid disruption to Penrose’s business, each Consultant further agrees that, during the term of her or his Consultant Agreement and for a period of two (2) years following the termination of the Consultant Agreement, the Consultant shall not use Confidential Information to directly or indirectly: unless otherwise pre-approved in writing by Penrose®, solicit any Penrose® Client, Senior, or Consultant for any other business or charitable purpose. Should a Consultant or former Consultant solicit another Penrose® Client, Senior, or Consultant, there shall be a presumption that the Consultant utilized Confidential or Proprietary Information. The Consultant or former Consultant 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 ofPenrose®; promote, market, sell, or perform the Services or Programs offered by any competitive business to any Penrose®. A business, program or activity is “competitive” if it involves or is related to the sale of similar Services by independent Consultants, contractors, businesses, or organizations; if a Consultant is engaged in other non-Penrose® business or non-competitive business, it is the responsibility of the Consultant to ensure that her or his Penrose® Consultancy 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 Consultant agrees that during the term of his or her Consultant Agreement and for a period of one (1) year following the termination of the Consultant 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® Consultant or Client 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. Consultants 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.
Consultant 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 Consultant’s Consultant Application in the absence of the Consultant’s agreement to these provisions. Consultant agrees that the Consultant’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 Consultant 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 inequity.
Consultants may sponsor other persons to become Consultants within the 50 United States. However, Consultants earn commissions in the Program only based on the performance of Services to Seniors, not merely from sponsoring other Consultants. Once the potential Consultants have read and understood the Consultant Agreement, they may complete the Consultant Application with the Sponsor’s name and Identification Number.
Consultants must always present the Services and the Program to others in a manner that complies with the Consultant 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 sponsored Consultants. Accordingly, sponsoring Consultants should motivate and train regarding Services, effective sales and Service techniques, the Compensation Plan, and compliance with these Policies andProcedures.
For ethical reasons, Penrose® strongly encourages any new Consultant to enroll in the Program under the Consultant who introduced such Applicant to the Program. Every Consultant, 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 Consultant Application, Penrose® reserves the right to honor such request.
If two Consultants both claim to be the Sponsor of an Applicant, Penrose® shall regard the first Consultant Application received by Penrose® as the controlling Consultant Application and shall designate the Consultant listed as the Sponsor on such Consultant Application as the Applicant’s Sponsor.
Penrose® reserves the sole and exclusive right to determine the final disposition of such disputes. Therefore, Consultants 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 sponsored Consultant that is implicated in a dispute between Consultants regarding claims of sponsorship.
Each Consultant may have only one sponsor and no Consultant shall sponsor or attempt to sponsor any person or Business Entity that has already submitted a Consultant Application to Penrose® or that has had a Consultancy terminated within the preceding twelve (12) months. This practice is strictly prohibited, as is any attempt to circumvent the prohibition through the use of pseudonyms or assumed names, a spouse’s or relative’s name, trade names, DBAs or Business Entities.
Consultants must order all Penrose® specific marketing materials and 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® support website.
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 Consultants in these Policies and Procedures. Except as expressly set forth in this Section, Consultants shall not acquire or claim any rights in any Penrose® assets. No Consultant’s use of any Penrose® asset shall give the Consultant 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®.
Subject to General Consultant compliance with the terms and conditions of the Consultant Agreement and these Policies and Procedures, Penrose® grants each Consultant a non-transferable, non- exclusive right during the term of the Consultant Agreement to use the Penrose® assets solely to promote the Services, Program, and to indicate that the Consultant is an authorized Penrose® independent Consultant.
Consultants 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 Consultancy; (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 Consultancy that includes any Penrose® Trademark, Penrose® Content, indicia or Asset.
Penrose® has arranged for approved free and paid Penrose® specific Marketing Materials and Penrose® specific Business Supplies to be available to Consultants for use in promoting the Services and the Program. These materials are available through the Penrose® support website.
It is important to maintain Penrose® brand consistency and accuracy for legal and business purposes. For this reason, policies are enforced to restrict independent Consultant creation and delivery of its own marketing materials. Penrose® offers many marketing materials and supplies that have ample space for Consultant specific content.
Consultants who wish to use items with the Penrose® Assets may download and/or purchase merchandise approved by Penrose® through the Penrose® support website. Consultants 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 Consultant Company logos with Penrose® Assets, including the Penrose® logos, is not permitted.
Consultants are expected to engage in responsible, legal and environmentally friendly advertising and marketing activities directed to potential Clients or potential Consultants. 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.
As a matter of fairness to all Consultants and to maintain brand quality, all mass media advertising programs must be approved by Penrose®, through forms located on the Penrose® support website. 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 for Penrose®. Generating Clients and/or recruiting Consultants through any other website than Penrose®, 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. If Consultants wish to use any such meta-tags or search-based advertising programs to advertise the Services or their Consultancy, they may do so only using generic, unbranded search terms such as “Senior care auditing,” “Senior care,” “aging,” “check-in services,” etc.
Penrose® encourages Consultants 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 Consultant landing page or to the Penrose® website.
Social media in any social community where Penrose®, the Services, or the Program are discussed or mentioned must clearly identify the Consultant as a Penrose® independent Consultant, and when a Consultant participates in those communities, Consultants 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 Consultants will be subject to disciplinary action. If a link is provided, it must link to the posting Consultant’s Penrose® landing page or the Penrose® website.
Consultants may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Consultants create or leave must be useful, unique, relevant, and specific to the blog’s article. Consultants 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.
Consultants 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, Consultants shall not: (i) make any specific income claim or commitment to any amount of income that others may realize as a Penrose® Consultant, or (ii) make any guarantee of success. Consultants may describe, in general terms, the positive impact of Penrose® on their lifestyle or the positive results they have personally experienced providing Services.
Consultants are personally responsible for their postings and all other online activity that relates to Penrose®. Therefore, even if a Consultant does not own or operate a blog or social media site, if a Consultant posts to any such site that relates to Penrose® or which can be traced to Penrose®, the Consultant is responsible for the posting. Consultants are also responsible for postings that occur on any blog or social media site that the Consultant owns, operates or controls.
If a Consultant Agreement is terminated for any reason, the Consultant 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 Consultant posts on any social media site on which she or he has previously identified herself or himself as an independent Consultant, she or he must conspicuously disclose that she or he is no longer a Penrose® Consultant.
A Consultant may not use or transmit unsolicited faxes, robo-calls, 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 Consultancy. 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 Consultant prior consent to send such fax or e-mail; or (ii) any person with whom the Consultant has an established business or personal relationship as defined in these Policies and Procedures.
Any e-mail sent by or for a Consultant advertising or promoting the Services, the Program, or the Consultant’s Consultancy 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.
Consultants 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. 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.
A Consultant 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 Consultant is a Business Entity, the trade name, business name or DBA of the Business Entity. If the directory permits, the Consultant’s name may be followed by the words “Penrose® Independent Consultant” and the Consultant’s name, address, and telephone number or website.
A Consultant may use and advertise telephone numbers in connection with her or his Consultancy, which must be listed in accordance with the telephone guidelines above. A Consultant 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 isprohibited.
A Consultant 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 Consultant is permitted to state that she or he is an independent Consultant for Penrose®.
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. Consultants may distribute, reproduce or post on the Internet videos, images, or recordings that are made available by Penrose® for use by Consultants.
Penrose® encourages all Consultants to participate in social networking as outlined in these policies. It is the responsibility of all Consultants to work together to promote Penrose® in an appropriate manner to maintain brand integrity. If a Consultant suspects a policy violation, please report as much information as possible, including detailed descriptions and screenshots, to compliance@penroseConsultant.com.
In the event of a voluntary or involuntary termination of a Penrose® Agreement, a Consultant 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 Consultant 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® Consultant, subject to Penrose® approval. Removal of references to Penrose® from independent websites is required.
The Compensation Plan is built upon delivery of Penrose® Services to Clients.
Penrose® will pay all monies owed to Consultants via PayPal. It is up to each Consultant to set up a PayPal account using the email provided to Penrose® during the Application process.
CONSULTANTS 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 CONSULTANT, AND EACH CONSULTANT AUTHORIZES Penrose® TO DEBIT OR CREDIT HER OR HIS ACCOUNT AS NECESSARY TO CORRECT ERRORS.
A Client Service period 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 Pay Period under is equivalent to a calendar month.
All Consultants receive compensation on Service performance, not on Client sign-up. Services performed on the last day of a calendar month by 11:59 PM Central Time will be included for that Period’s Pay calculation.
All Client Services performed received after the cut-off date will be included in the pay calculation for the following period. Payments will be issued to Consultants no later than the 15th day following the close of the period, unless otherwise notified by Penrose®.
For Service Providers: One Check-In equals about 30 minutes at a Senior’sresidence; Service Providers receive $25 per Check-Inprovided; Sponsored Check-Ins are those Services that are performed by those Service Providers she or he sponsors directly. Service Providers earn $2.50 commission for each Service provided from those Service Providers they personally sponsor.
For Business Developers: For each Service provided to a Senior of a Client generated by the business developer, she or he earns $7.50; For each Service provided to a Senior of a Client supplied by a personally sponsored Consultant, she or he earns $3.75.
For General Consultants, Penrose adds your Service Provider compensation to your Business Developmentcompensation.
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. Consultants must check the Penrose® websites frequently for revised Policies and Procedures (including this Compensation Plan). Consultants 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 Consultants varies significantly. People become Consultants for various reasons. Some people become Consultants to simply serve others. Some people become Consultants to improve their skills or to experience the management of their own businesses. Others become Consultants, but for various reasons, never sell or serve any Penrose® Services. Accordingly, many Consultants may never qualify to receive compensation under this Compensation Plan.
Generating meaningful compensation as a Consultant 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 Consultant will generate any income or advance.
The success or failure of each Consultant, like any other independent business, depends on each Consultant’s own individual capacity, business experience, expertise, skills, personal effort and motivation.
A Consultant may not sell, assign or otherwise transfer her or his Consultancy without the prior written approval of Penrose®. A Consultant wishing to sell or transfer her or his Consultancy (“Seller”) must first give notice of her or his intention to sell or transfer the Consultancy to her or his sponsoring Consultant in writing. It is encouraged, but not required, that the seller offers the first right of refusal to her or his sponsoring Consultant. If the sponsoring Consultant and the seller finalize a mutually acceptable sale / transfer arrangement, the seller’s sponsored Consultants will go to the sponsoring Consultant. If the seller wishes to transfer her or is Consultancy to another party, 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 Consultant and Penrose® Pay to adjust the Service.
In the event that a Business Entity that is a Consultant undergoes a Change of Beneficial Ownership, arrangements must be made to ensure that the Consultancy, other Consultants and Penrose® are not adversely affected. A “Change of Beneficial Ownership” means, with respect to any Consultancy 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 Consultancy, other Consultants, or Penrose®, Penrose® may terminate the Business Entity’s ConsultantAgreement. 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 Consultant is not the surviving Business Entity upon any Change of Beneficial Owner, the new Business Entity must submit a new Consultant Application.
Upon the death or incapacity of a Consultant, the Consultant’s interest in her or his Consultancy may be passed to the Consultant’s heir, trustee or other beneficiary, provided that arrangements are made to ensure that the Consultancy, other Consultants, and Penrose® are not adversely affected. If Penrose® determines in its sole discretion that such a disposition of a Consultancy will adversely affect the Consultancy, other Consultants, or Penrose®, Penrose® may terminate the applicable Consultant Agreement.
Appropriate legal documentation must be submitted to Penrose® in connection with any transfer of a Consultancy upon the death or incapacity of a Consultant. Accordingly, each Consultant should consult her or his attorney to assist in the preparation of a will, trust or other testamentary instrument that will properly transfer the Consultant’s interest in her or his Consultancy. When a Consultancy is transferred by will or other testamentary process with Penrose’s approval, the beneficiary will acquire the right to collect commissions generated by the deceased Consultant and her or his sponsored Consultant, and will otherwise assume all the rights and obligations of the deceased Consultant under the Consultant Agreement, provided the following requirements are met. The beneficiary must: submit a new Consultant Application and otherwise meet all the eligibility requirements to become a Consultant and comply with the terms and provisions of the Consultant Agreement. To effect a testamentary transfer of a Consultancy upon the death or incapacitation of a Consultant, 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 Consultant Application fromthe beneficiary or the trustee who will be operating the business on behalf of thebeneficiary.
Except as expressly permitted by these Policies and Procedures with Penrose’s prior written approval, Consultants shall not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, the Consultant Agreement, their Consultancy, or any rights or obligations under the Consultant Agreement. Any purported assignment, sale, transfer, delegation or other disposition, except as permitted herein, will be null and void.
A Consultant has the right to terminate her or his Consultancy and the Consultant Agreement at any time regardless of the reason. A completed Termination Notice Form must be submitted to Penrose® and will be effective upon receipt by Penrose®. A Consultant may also voluntarily terminate the Consultancy and Consultant Agreement by electing not to renew as described in these Policies and Procedures. A Consultant who terminates her or his Consultant 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.
In addition to the imposition of any remedial action described herein, Penrose® reserves the right to terminate the Consultant Agreement and the Consultancy of any Consultant who, in the judgment of Penrose®, has violated the terms of the Consultant Agreement including, but not limited to, the provisions of the Consultant Application and these Policies and Procedures or for acts or omissions which Penrose® reasonably deems to be harmful to the interests of other Consultants or to Penrose®. Involuntary termination shall be effective upon Penrose’s notice to Consultant.
Upon any expiration or termination of a Consultant Agreement, the former Consultant shall have no right, title, claim or interest to the Consultancy that she or he operated, or to the opportunity to receive any commissions from future sales generated by the Consultancy, including those by Consultants she or he sponsored. A Consultant whose Consultant 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. In the event of termination, all licenses granted to the Consultant hereunder, if any, shall automatically terminate, and the terminated Consultant 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 sponsored Consultants and any commissions or other amounts derived from the future sales and other activities of suchsponsored Consultants.
Former Consultants shall not hold themselves out as Consultants and shall not have the right to sell the services, sponsor other Consultants or otherwise participate in the Program.
Consultants whose Consultancies are terminated shall receive pay for the last General Consultant commission period in which they were qualified prior to termination (less any amounts withheld during any suspension preceding an involuntary termination, any outstanding balance that may exist on the Consultants’ accounts, or any other amounts that may be owed to Penrose®). Penrose® will not be liable to any Consultant for damages of any kind solely as a result of terminating a Consultancy or Consultant Agreement in accordance with the terms set forth herein, and termination of the Consultant Agreement will be without prejudice to any other right or remedy of Penrose® under the Consultant Agreement or applicable law.
Upon any expiration or termination of the Consultant Agreement, the following sections of these Policies and Procedures shall survive and continue: Beneficial Owners’ obligations related to their respective Business Entities; Confidential or Proprietary Information or customer, Client or Senior data or information retained by Consultants after termination.
A Consultant who has voluntarily terminated, either through resignation or non-renewal, may re-enroll as a Consultant. The Consultant will be provided a new Identification Number. Re-enrollment timelines: (i) If a Consultant 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 Consultant wishes to re-enroll more than twelve (12) months after the deactivation date, she or he may enroll under any Penrose® Consultant. No previously sponsored Consultants will accompany the re-enrollment.
Penrose® expressly reserves the right to terminate all Consultant Agreements upon thirty 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.
Violation of the Consultant 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 Consultant that, in the sole discretion of Penrose®, may damage its reputation or goodwill (such damaging act or omission need not be related to the Consultant’s Penrose® business), may result, at Penrose’s sole discretion, in one or more of the following corrective measures: A coaching e-mail or telephonecall; Issuance of a written warning letter or admonition to the offendingConsultant; Requiring the offending Consultant to take immediate correctivemeasures; The withholding of all or part of the offending Consultant’s pay during the period that Penrose® is investigating any conduct allegedly in violation of the Consultant Agreement. If the Consultant’s business is ultimately terminated, the Consultant will not be entitled to recover any pay withheld during the investigationperiod; Involuntary termination of the offender’s ConsultantAgreement; Any other measure expressly allowed within any provisions of the Consultant Agreement or which Penrose® deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the offending Consultant’s policy violation or contractual breach;and,in situations deemed appropriate by Penrose®, it may institute legal proceedings for monetary and/or equitablerelief.
When a Consultant has a grievance or complaint with another Consultant regarding any practices or conduct in relationship to her or his Consultancy, the complaining Consultant should first report the problem to her or his Sponsor. If the matter cannot be resolved, it may be reported in writing to compliance@penroseConsultant.com. Penrose® will review the facts and may attempt to assist the Consultant to resolve the issue.
NOTWITHSTANDING ANYTHING HERE IN TO THE CONTRARY OR ANY FAILURE OF ESSENTIAL PURPOSE, IN NO EVENT SHALL A CONSULTANT, 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 CONSULTANT 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 CONSULTANT OR Penrose® OR ANY OF ITS RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Each Consultant agrees to indemnify, defend, and hold harmless Penrose® (together with its related parties, its agents, other Consultants, 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 Consultant’s breach or alleged breach of the Consultant Agreement, including, without limitation, any terms or conditions of these Policies and Procedures. Without limitation of the foregoing, each Consultant shall specifically indemnify the Related Parties against any losses or liabilities they may suffer or incur as a result of such Consultant being deemed an employee, agent or holding any status other than an independent contractor and such Consultant’s tax liabilities.
If any provision of the Consultant 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 Consultant Agreement, and the remainder of the Consultant Agreement and such provisions as applied to other persons, places and circumstances will remain in General Consultant force and effect.
The waiver by either party of a breach of or a default under any provision of the Consultant 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 Consultant 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.
The Consultant 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.
Notwithstanding anything to the contrary in the Consultant Agreement, Penrose® may use Consultants or other contractors in connection with the performance of its obligations and the exercise of its rights under the Consultant Agreement.
Penrose® will not be liable to any Consultant 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.
For purposes of interpreting the Consultant Agreement: (i) headings are for reference purposes only and will not be deemed a part of the Consultant 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 Consultant 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.”
The Consultant 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 Consultant 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.
Except as otherwise expressly set forth in the Consultant Agreement, all notices required or permitted by the Consultant 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 Consultant shall be sent to the address on the applicable Consultant Application or updated Consultant Account Profile.
Notices to Penrose® shall be sent to Penrose® Check-In Services, LLC, 6333 E. Mockingbird Lane #147-468, Dallas, TX 75214, Attention: Compliance Department.
Any controversy, claim or dispute of whatever nature arising between Consultant, 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 Consultant Agreement including these Policies and Procedures or the breach thereof, or the commercial, economic or other relationship of Consultant 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 General Consultant 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 General Consultant 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 Consultant Agreement other than as set forth in these Policies and Procedures, or to rule upon or grant any extension, renewal or continuance of the Consultant 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 Consultant, 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 Consultant Agreement is made and entered into between Consultant and Penrose®, Penrose’s affiliates, owners, members, managers, and employees (“Related Parties”) are intended third party beneficiaries of the Consultant Agreement for purposes of the provisions of the Consultant 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 Consultant 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 General Consultant 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 General Consultant force and effect. Any amendment to this provision, or to the Dispute Resolution provision in the Consultant Agreement, shall not apply to: (i) a dispute arising prior to the effective date of such amendment; or (ii) a Consultant who declines to participate in the Penrose® Program following the Effective Date of any such amendment.
A potential Consultant who has submitted a Consultant Application that is under consideration by Penrose® and has not yet been accepted or rejected by Penrose®.
The official application that must be properly completed and submitted to Penrose® by an Applicant to apply to become a Consultant, together with the terms and conditions set forth therein. Each Consultant Application is subject to acceptance or rejection by Penrose® in its sole discretion.
Penrose® trademarks, copyrights, content, and other indicia that represent Penrose’s quality, integrity, and Services.
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.
All days, excluding holidays observed by Penrose®.
Consultants responsibility is to generate Clients and revenue for Services.
A corporation, limited liability company, Consultancy 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®.
The legally binding agreement that must be properly completed, signed, and submitted by a Business Entity and the Consultant seeking to assign her or his Consultancy to the Business Entity, subject to approval by Penrose® in its sole discretion. The Consultant must be a Beneficial Owner of the Business Entity.
The individual or business entity that hires Penrose® Consultants to perform Services.
A Consultant’s compensation based on the revenue derived through her or his Client generation or performance of Services, or her or his sponsored Consultants’ performance, or that of a Service Provider.
The confidential and/or proprietary information of Penrose®, which includes, but is not limited to, all Customer Data, and Penrose’s product development plans, pricing, problem reports and performance information, marketing and financial plans and data, Consultant e-mails, contact information, and training materials.
An independent individual that generates Penrose® Clients, provides services, or both.
All data and information submitted by a Customer, Client, or Senior or potential Customer, Client, or Senior to a Consultant 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.
When approved by Penrose®, a link that allows Clients to sign-up for Services under a Consultant Identification Number.
An individual of a Business Entity who has completed the requirements to be a Service Provider or a Business Developers.
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.
The Consultants under a Sponsoring Consultant.
The official request form that must be properly completed and submitted to Penrose® by a Consultant that wants to develop and implement a marketing program. Each Consultant Application is subject to acceptance or rejection by Penrose® in its sole discretion.
A Consultant that is a Business Developers and a Service Provider
For Service 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.
A unique number assigned by Penrose® to each Consultant that is used to identify the Consultant in Penrose® ‘s records and computer system. A Consultant’s Identification Number (ID) must be used by that Consultant to identify herself or himself to Penrose® in all correspondence with Penrose® and may also be required for certain transactions. A Consultant may provide her or his ID to Customers and business prospects to assist Penrose® in connecting the Client, Customer, and business prospects to the Consultant ‘s account.
Penrose® does not guarantee that Consultants participating in the Penrose® Program will generate any income. As with any business, each Consultant’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 Consultants are urged to perform their own due diligence prior to making any decision to participate.
Any Consultant 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.
A Consultant is an INDEPENDENT CONTRACTOR who may provide services and/or generate Client income.
The legally binding agreement between Penrose® and each Consultant consisting of: a properly completed and submitted Consultant Application that has been accepted byPenrose®; the Policies and Procedures that are incorporated into and form an integral part of the Consultant Agreement;and if applicable, a properly completed and signed Business Entity Registration Form that has been accepted byPenrose®.
The official application that must be properly completed and submitted to Penrose® by an Applicant to apply to become a Consultant, together with the terms and conditions set forth therein. Each Consultant Application is subject to acceptance or rejection by Penrose® in its sole discretion.
Each Consultant’s name, address, phone number, e-mail address, and other information required to be provided in or with a Consultant Application.
An individual who provides Services for Clients.
The entirety of the Consultancy Application, Consultancy, Policies and Procedures.
For Service 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 Service Provider.
Required for all Service Providers, the online self-directed course includes overviews of Seniors, the Senior care industry, Penrose® Application, Penrose® Services, Penrose® protocols, and more.
The private Consultant website, MyPenrose.com, containing Consultant materials and supplies.
The policies, procedures, rules, guidelines, and other terms and conditions set forth in the document of which this Glossary incorporated therein by reference which, together with the terms and conditions set forth in a Consultant Application accepted by Penrose®, constitute the legally binding agreement between Penrose® and each Consultant.
Consultant are paid PayPal.
The business supplies, such as business cards, stationery, etc., that Consultants may purchase from Penrose® or its approved third-party suppliers.
The designation for Service Providers who have completed the Penrose® Certification Program.
Penrose® technology-enabled services, such as the Penrose® Care-Check, that Consultants are authorized to sell and/or perform under the Agreement.
All Penrose® writings, programs, materials, digital postings are copyrighted with all rights reserved to Penrose® Check-In Services, LLC.
The Penrose® Content includes: (1) all Penrose® Trademarks; 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® website(s); and (3) the names, images, and likenesses of the founder and employees of Penrose®, Rhonda J. Harper,MBA.
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.
The form required to be completed and submitted to Penrose® to voluntarily terminate a Consultancy. is effective upon receipt by Penrose®.
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, but are not limited to: 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?®.
The Internet websites located at PenroseCheckIn.com and MyPenrose.com and PenrosePartner.Litmos.com.
A website page provided by Penrose® to a Consultant participating in the optional subscription. Personal Landing Pages are linked to the Consultant’s Identification Number and may be used for placing Client orders and enrolling new Consultants.
The terms and conditions for the Consultancy Agreement.
Penrose®’s business opportunities for the Penrose® Services as described in the Consultant Agreement.
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.
A Consultant who enrolls another Consultant into the Program and is listed as the sponsor on the Consultant Application.
The non-renewal termination, or other voluntary or involuntary termination of a Consultancy following which the former Consultant shall have no right, title, claim or interest to the Consultancy that she or he operated or to the opportunity to receive any pay from the sales generated by such Consultancy or Downline.
When a Client signs-up for Services and there is not a Service Provider available, the Client is put on a list awaiting a Service Provider. The Client does not pay for Services until a Service Provider is staffed.