ADDENDUM B
90‑DAY ROI / MONEY‑BACK GUARANTEE
This Addendum B ("Addendum") supplements the Provider Agreement (the "Agreement") between New Wave and Provider. This Addendum applies only where it is expressly attached to and incorporated into the Agreement.
1. Definitions
For purposes of this Addendum:
1.1 Enrollment Date means the Effective Date of the Agreement.
1.2 Training Completion Date means the date on which Provider completes each of the following:
- (a) New Wave's required initial program training; and
- (b) at least one follow‑up call (private or group) with a New Wave trainer,
in each case within the required timeframe set forth in Section 2, unless New Wave agrees in writing to an extension.
1.3 Performance Period means the ninety (90) consecutive calendar days beginning on the calendar day after the Training Completion Date.
1.4 Qualifying Kit Sale means a completed sale of a full New Wave Kit to an end customer:
- (a) who is properly registered as a participant in the New Wave app and/or portal, and
- (b) whose activity and program usage can be reasonably verified via the New Wave app and/or portal, and
- (c) where Provider has otherwise complied with the Agreement and this Addendum.
2. Training Requirements (Condition Precedent)
2.1 Required Training. To be eligible for the guarantee described in this Addendum, Provider must:
- (a) complete New Wave's required initial program training; and
- (b) participate in at least one follow‑up call (private or group) with a New Wave trainer,
within thirty (30) days of the Enrollment Date, unless New Wave agrees in writing to extend this period.
2.2 Good‑Faith Efforts. Provider agrees to use reasonable, good‑faith efforts to schedule and attend the required training and call(s). Failure to complete training due to Provider's lack of reasonable, good‑faith efforts may result in loss of eligibility for this guarantee, as determined by New Wave in its reasonable discretion.
3. Ongoing Check‑Ins (Soft Requirement)
3.1 During the Performance Period, Provider agrees to participate in brief recurring check‑in calls (approximately ten (10) minutes per week or such other frequency as New Wave reasonably designates).
3.2 Missing occasional calls due to reasonable scheduling issues will not automatically void eligibility. However, repeated or prolonged failure to participate in check‑ins after New Wave has made reasonable efforts to accommodate Provider's schedule may result in loss of eligibility for this guarantee, as determined by New Wave in its reasonable discretion.
4. App and Portal Usage (Hard Condition)
4.1 Provider acknowledges that the New Wave app and/or portal is a core component of the program and New Wave's primary method of tracking customer participation and verifying sales.
4.2 As a condition of this guarantee, Provider must ensure that all customers who purchase Kits through Provider are registered and active in the New Wave app and/or portal, and that such usage is consistent with New Wave's then‑current guidelines.
4.3 Sales that cannot be reasonably verified via the app and/or portal may be treated as non‑Qualifying Kit Sales for purposes of this Addendum.
5. Sales Metric
5.1 The guarantee is based on Provider's achievement of at least ten (10) Qualifying Kit Sales during the Performance Period.
5.2 New Wave will determine the number of Qualifying Kit Sales in its reasonable discretion based on app/portal data and any supporting records reasonably requested from Provider.
6. Refunds on Unsold Kits
6.1 Eligibility to Request Refunds. If, at the end of the Performance Period, Provider has sold fewer than ten (10) Kits, and Provider has otherwise complied with the Agreement and this Addendum, Provider may request refunds for unsold Kits included in the original enrollment package, as described in this Section 6.
6.2 Return of Unsold Kits. To receive a refund, Provider must:
- (a) identify the number of Kits originally included in Provider's enrollment;
- (b) identify the number of Kits sold as Qualifying Kit Sales during the Performance Period; and
- (c) return the remaining unsold Kits (the "Returned Kits") to New Wave in resalable condition (unopened, untampered, properly stored, and within any applicable expiration parameters) in accordance with New Wave's then‑current return instructions.
6.3 Refund Calculation. For each Returned Kit that is accepted by New Wave:
- (a) New Wave will provide a refund of $1,500 per Returned Kit,
- (b) provided that the total refund amount shall not exceed the portion of the Licensing Fee actually attributable to such Returned Kits and actually paid by Provider, and
- (c) subject to verification that Provider has complied with this Addendum and the Agreement.
6.4 Request Deadline. Provider must submit a written refund request to New Wave within thirty (30) days after the end of the Performance Period. Requests submitted after this deadline may be denied.
6.5 Inspection and Processing. New Wave will inspect all Returned Kits. Kits that are damaged, opened, tampered with, improperly stored, or otherwise not in resalable condition, as determined by New Wave in its reasonable discretion, may be rejected and excluded from the refund calculation. Refunds for accepted Returned Kits will be processed within thirty (30) days after (i) New Wave's receipt and inspection of the Returned Kits, and (ii) New Wave's verification of Provider's compliance.
7. Exclusions and Loss of Eligibility
7.1 This guarantee does not apply, and Provider will not be eligible for any refund under this Addendum, if:
- (a) Provider materially breaches the Agreement or this Addendum, including but not limited to pricing restrictions, app/portal usage requirements, or key program rules that affect verification of sales or program integrity; or
- (b) Provider fails to complete required training without making reasonable, good‑faith efforts to do so; or
- (c) Provider distributes, gives away, disposes of, or uses Kits in a manner that prevents New Wave from reasonably verifying the number of Kits actually sold to customers; or
- (d) Provider fails to submit a timely refund request or to return Kits within the required time after New Wave's instructions; or
- (e) New Wave reasonably determines that Provider has engaged in fraud, misrepresentation, or manipulation of data or records related to sales or returns.
7.2 New Wave may deny guarantee benefits where it reasonably determines that Provider's actions or omissions have materially interfered with New Wave's ability to measure or verify results under this Addendum.
8. Nature of Guarantee; Limitations
8.1 This Addendum provides a limited, conditional money‑back guarantee related to unsold Kits as expressly described herein. It is not a guarantee of any particular level of revenue, profit, or business performance.
8.2 Except as expressly stated in this Addendum, all fees and amounts paid by Provider remain non‑refundable.
8.3 In the event of any conflict between this Addendum and the Agreement, this Addendum controls solely with respect to the 90‑day ROI / Money‑Back Guarantee described herein. In all other respects, the Agreement remains in full force and effect.
