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IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

FEDERAL TRADE COMMISSION, 

Plaintiff, 

v. 

NEORA LLC, et al., 

Defendants. 

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Civil Action No. 3:20-cv-01979-M 

FINDINGS OF FACT AND CONCLUSIONS OF LAW

On October 17–24, 2022, the Court commenced a non-jury trial in the above-entitled 

matter. During the proceeding, the Court received evidence and heard sworn testimony. Having 

considered the evidence, testimony, and oral arguments presented during the trial, along with 

post-trial submissions and the applicable law, the Court now enters the following findings of fact 

and conclusions of law pursuant to Federal Rule of Civil Procedure 52(a). Any finding of fact 

that should be construed as a conclusion of law is hereby adopted as such. Any conclusion of 

law that should be construed as a finding of fact is hereby adopted as such. 

I. BACKGROUND

On November 1, 2019, Plaintiff Federal Trade Commission (“FTC”) filed a Complaint 

against Signum Biosciences, Inc., Signum Nutralogics, Neora, LLC, and Jeffrey Olson, in the 

United States District Court for the District of New Jersey. The case was then transferred to this 

District, where Neora, LLC (“Neora”) is headquartered. ECF No. 25. 

The FTC brought suit under § 13(b) of the FTC Act, alleging violations of §§ 5(a) and 12 

of the FTC Act, 15 U.S.C. §§ 45(a) and 52, in connection with Neora’s health supplement multiCase 3:20-cv-01979-M Document 347 Filed 09/28/23 Page 1 of 56 PageID 21326
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level marketing business. Compl. (ECF No. 1) ¶¶ 1, 4. Shortly after filing the Complaint, the 

FTC settled with Signum Biosciences, Inc. and Signum Nutralogics (collectively, “Signum”), 

which stipulated to a permanent injunction prohibiting them from making misleading statements 

regarding the health benefits of eicosanoyl-5-hydroxytryptamide (“EHT”). Accordingly, the two 

remaining defendants are Neora and Jeffrey Olson, individually and in his capacity as Chief 

Executive Officer of Neora (together, “Defendants”). 

The FTC seeks a permanent injunction under § 15 of the FTC Act, which requires proof 

that Defendants are violating or are about to violate the Act.1

 The FTC asserts five violations of 

the FTC Act: (1) operation of an illegal pyramid scheme; (2) false earning claims, by 

misrepresenting the potential income Brand Partners could earn; (3) false or unsubstantiated 

efficacy, by misrepresenting the efficacy of EHT and/or Neora EHT; (4) false establishment, by 

misrepresenting that the effectiveness of EHT and/or Neora EHT has been scientifically 

established; (5) means and instrumentalities, by furnishing Brand Partners with the means and 

instrumentalities to mislead others.

II. FINDINGS OF FACT

The following facts have been established by a preponderance of the evidence. 

A. The Neora Model

Defendant Neora, LLC is a direct selling, multi-level marketing company (“MLM”) 

based in Farmers Branch, Texas. ECF No. 297 at 7. Prior to January 2019, Neora was known as 

Nerium International, LLC (“Nerium”), which was founded in 2011. Defendant Jeffrey Olson is 

Neora’s founder and CEO. 

1 In August 2021, the Court granted Defendants’ Motion for Judgment on the Pleadings as to the FTC’s § 13(b) claim 

for monetary relief and the recovery of sums for individual consumers, on the grounds that such relief is foreclosed 

by the Supreme Court’s decision in AMG Capital Management, LLC v. Federal Trade Commission, 141 S. Ct. 1341 

(2021). ECF No. 82. Accordingly, the only remaining relief sought by the FTC is a permanent injunction. 

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Neora sells beauty and wellness products in the categories of skin care, hair care, 

wellness, and weight management through independent distributors called “Brand Partners” or 

“BPs.”2 Once enrolled with Neora, a BP is entitled to a product discount, as well as the 

opportunity to sell Neora’s products, and recruit, train, and mentor other “downline” BPs.3

 The 

ability of BPs to sell Neora’s products to consumers is also referred to by the parties as the 

“business opportunity.” In contrast to BPs, “Preferred Customers” or “PCs” and “retail 

customers” or are customers who purchase Neora products and do not participate in Neora’s 

business opportunity.4 A Retail Customer pays full retail price for Neora’s products; in contrast, 

a PC can buy product at a discounted price, either at a slightly reduced “one-time” price, or at a 

more substantial discount if the PC signs up for a monthly recurring delivery, referred to as a 

“SmartShop Order,” or “SSO.”5

 In addition, there are incentive programs available to PCs for 

product discounts on future purchases.6

1. BP Enrollment

To enroll as a BP, an applicant must fill out the Independent Brand Partner Application 

and Agreement (the “Agreement”), pay a fee, and identify his or her “Sponsor,” i.e., the BP who 

2 See ECF No. 297 at 7; Ex. 1445; Tr. 5-B (ECF No. 322) at 60–68. Specifically, Neora’s products consists of skincare, 

including the Age IQ line and Neora’s bestselling product, the Age IQ Night Cream; “wellness” products, including 

EHT Brain Formula, Youth Factor Complete Vitality Complex, and Energy+ and Sleep+ Wellness Chews; the 

ProLuxe haircare line; and NeoraFit, a line of supplements and protein powders directed towards weight management. 

See Tr. 5-B at 60–68. 3 See, e.g., Ex. 1423 § 1.03 (2021 Policies and Procedures) (“Brand Partner Obligations and Rights. A Brand Partner 

is authorized as an independent contractor to sell Neora’s products and services and to participate in Neora’s 

Compensation Plan. A Brand Partner may sponsor new Brand Partners into Neora.”). 

4 See Ex. 1338 (PC and retail customer Applications). 5 See Ex. 1338; Tr. 1-A (ECF No. 314) at 62–63; Ex. 1442 at 15 (“SmartShop Order (SSO): A pre-selected product 

order that is scheduled to be created, paid and shipped at a specific time each month. SmartShop Orders allow products 

to be purchased at a discounted price.”). SSOs were previously referred to as an “Auto-Delivery Order” or “ADO.” 

See, e.g., Tr. 5-A (ECF No. 321) at 62–63. On average, a PC will receive about a 30% discount on product as opposed 

to a retail customer. Tr. 4-A (ECF No. 319) at 58. 6 See, e.g., Tr. 4-A at 57-58; Tr. 5-B at 78–80; Ex. 1036 (“Neora Preferred Customers Reward Program” flyer). 

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introduced the applicant to Neora.7

 The minimum amount an applicant must pay to participate in 

the business opportunity is a one-time fee of $20 to purchase an “Enrollment Kit,” which 

contains various training, marketing, and other business tools to “help share Neora’s products 

and grow your business.”8

 Applicants may also elect to purchase a “Product Pack,” through

which prospective BPs can purchase Neora products in various bundles, ranging in price from 

$199 to $1000. The Agreement states that Product Packs are ”exclusive to new Brand Partners 

at up to 50% retail prices,” and the applicant “can select one pack, multiple packs, or no packs—

this is your business, your way!”9 In completing the Agreement, the applicant agrees to be 

bound by the Neora Terms and Conditions, Policies and Procedures Manual (“P&Ps”), Spam 

Policy, and Brand Partner Compensation Plan.10 

7 Ex. 1050 (“2021 Agreement”); Tr. 4-A at 74. The record contains additional older versions of the Brand Partner 

Application and Agreement form. See Exs. 663, 687, 1137, 1341. The Court will rely primarily on the 2021 version 

of the Application and Agreement; the Court will note any differences with prior versions to the extent they are 

relevant.

8 See 2021 Agreement at 1. The Enrollment Kit includes a personal e-commerce website, an online business center, 

a copy of The Slight Edge, by Olson, a Neora Success Planner, product brochures, digital marketing materials and 

training, social media training, and a 30-day free trial to Neora Edge, a “social media digital marketing tools, product 

sampling system,” which afterwards costs $29.95 per month. Id. The Policies and Procedures Manual states that the 

$20 fee “is not a service or franchise fee, but rather is strictly to offset costs incurred by Neora for educational and 

business materials required for a Brand Partner of Neora.” Ex. 1423 at 2; see also Tr. 4-A at 62 (“Q. Okay. Why does 

the company charge $20? A. To cover the costs of that, of what they get. Q. Do you make money on that? A. No, we 

do not.”). Neora’s Policies and Procedures also refer to the Enrollment Kit as a “Brand Partner Launch Kit.” See, 

e.g., Ex. 1423 at 2. 9 See 2021 Agreement. The parties and witnesses also occasionally use the term “Starter Pack,” which the record 

indicates can refer to both the $20 Enrollment Kit, or the more expensive Product Packs. E.g., Tr. Vol. 1-B (ECF No. 

315) at 109 (“Q. And according to this table, what percentage of Brand Partners purchased Starter Packs that cost 

$199 and up? A. Eighty-seven percent.”); Tr. 3-A (ECF No. 317) at 10 (“Q. To become a Brand Partner, a person has 

to buy either a Starter Kit or an Enrollment Packs right? A. The only requirement is to -- the Starter Kit. Q. And that 

cost $20? A. Yes.”); id. at 29 (“Q. And the Starter Kit is the $20 one we talked about earlier. A. Now, yes.”). 10 See 2021 Agreement. The record contains the 2021 versions of the Policies and Procedures Manual (Ex. 1423) and 

the Compensation Plan (Ex. 1442), as well as prior versions of both documents. See Ex. 1419 (2011 P&Ps); Ex. 1420 

(2015 P&Ps); Ex. 1421 (2017 P&Ps); Ex. 2 (2019 P&P); Ex. 1422 (2019 P&Ps); Exs. 604, 1285 (2011 Compensation 

Plan); Exs. 603, 1286 (2012 Compensation Plan); Exs. 602, 1287 (2014 Compensation Plan); Ex. 1288 (2015 

Compensation Plan); Exs. 601, 700, 1289 (2016 Compensation Plan); Exs. 533, 1290, 1291 (versions of the 2017 

Compensation Plan); Exs. 600, 1291 (2019 Compensation Plan); Exs. 1, 437 (2020 Compensation Plan). The record 

also contains multiple versions of the 2021 Plan. See Exs. 245, 1069, 1442, 1444. The Court will primarily rely on 

the 2021 versions of the P&Ps and Compensation Plan contained in Ex. 1423 (“2021 P&Ps”) and Ex. 1442 (“2021 

Comp. Plan”), respectively; the Court will note any differences with prior versions to the extent they are relevant.

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2. Policies and Procedures

The P&Ps sets forth rules, regulations, policies, and procedures with which BPs must 

comply. Section One of the P&Ps, “Brand Partner Status,” explains that the only requirements to 

becoming a BP are the completion of the Agreement and purchase of a “Brand Partner Launch 

Kit,” i.e. the Enrollment Kit; no other purchases are required.11 Section 1.11 of the P&Ps 

describe the status of BPs as independent contractors as follows: 

A Brand Partner is an Independent Contractor. A Brand Partner is not a franchisee, 

joint venture partner, business partner, employee, or agent of Neora, and Brand 

Partner is prohibited from stating or implying, either orally or in writing, otherwise. 

A Brand Partner has no authority to bind Neora to any obligation. Neora is not 

responsible for payment or co-payment of any employee benefits. A Brand Partner 

is fully responsible for their own liability, health, disability, and workmen’s 

compensation insurance. Brand Partner sets Brand Partner’s own hours and 

determines how to conduct Brand Partner’s business, subject to the Agreement and 

the Procedures & Policy Manual.

Ex. 1423 § 1.11.

The P&Ps provide that a BP may sponsor other BPs who apply to join Neora’s business 

opportunity. Generally, the sponsoring BP is referred to as the applicant BP’s “upline”; 

conversely, the applicant BP is the sponsor’s “downline.”12 Upline BPs are responsible for 

ongoing training of any downline BPs they sponsor, and are to ensure that each new BP receives, 

has access to, and understands the Agreement, Neora’s P&Ps, and the Compensation Plan.13 The 

P&Ps specify that “[a] Brand Partner will be compensated only for the generation of sales 

volume, not for sponsoring new Brand Partners into the Company.”14

11 2021 P&Ps §§ 1.01–.02. 12 The Compensation Plan refers to the “Genealogy Tree” in describing Neora’s overall structure of how and where 

BPs are placed relative to one another. See, e.g., 2021 Comp. Plan at 15–16. In this structure, “Downline . . . refers 

to the Brand Partner(s) below another Brand Partner in the genealogy,” and “Upline . . . refers to the Brand Partner(s) 

above a new or existing Brand Partner in the genealogy.” Id.; see also Tr. 1-A at 62 (“So if I recruit people under me 

and those people recruit people under them, that would be my downline. The person who recruited me is my upline. 

And, of course, they might have people above them as well, and that would be upline to them.”). 

13 2021 P&Ps §§ 3.01, 3.03. 14 2021 P&Ps § 3.01. 

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Section 9 of the P&Ps contains policies governing the purchase and sale of products,

including, inter alia, a restriction on stockpiling, including for the purpose of qualifying for 

additional compensation15; the “70% Rule,” requiring that to qualify for commissions or 

bonuses, a BP must certify that he or she “has sold to non-Brand Partner consumers or used at 

least 70% of all products previously purchased”16; the “Retail Sales Rule,” requiring that BPs 

must make sales to non-BP customers to maintain active BP status17; a prohibition on the use of

e-commerce sales platforms, such as Amazon or eBay, to sell products18; and rules relating to 

PCs, including a requirement that PCs must personally opt-in to recurring orders, and 

disciplinary action, including termination, may result if a BP submits a PC order without the 

customer’s consent.

19 The P&Ps state that no product purchase is required for an applicant to 

become a BP, “although purchases or sales of products may be required to advance in the 

Compensation Plan.”20

The P&Ps also include restrictions on claims or statements that BPs may make, which 

fall into two general categories. First, the P&Ps prohibit BPs from making any claims regarding 

15 2021 P&Ps § 9.03 (“Stockpiling Prohibited. The success of Neora depends on sales to the ultimate consumer and 

all forms of stockpiling are strictly prohibited including, but not limited to, purchases of products primarily for 

purposes of qualifying for additional compensation. Neora recognizes that Brand Partner will purchase products for 

Brand Partner’s own use, however, Neora strictly prohibits the purchase of products in unreasonable amounts to 

attempt to qualify for advancement in the Compensation Plan.”). 16 2021 P&Ps § 9.04 (“70% Rule. To qualify for commissions and bonuses, Brand Partner shall certify on the product 

order form that the Brand Partner has sold to non-Brand Partner consumers or used at least 70% of all products 

previously purchased. Brand Partners placing telephone orders to Neora are also required to comply with this rule and 

may be requested by Neora to verify compliance. In its effort to support and enforce the 70% Rule, Neora, on a 

quarterly basis, will conduct random audit verification follow-ups. Representatives of Neora will contact Brand 

Partners to further verify compliance with the 70% Rule. Brand Partners should maintain records and be prepared to 

assist Neora representatives in their task.”). 17 2021 P&Ps § 9.05. 18 2021 P&Ps § 9.27. 19 2021 P&Ps § 9.06. The Agreement contains a similar prohibition. See 2021 Agreement at 3 (“PREFERRED 

CUSTOMER RULE: A Preferred Customer must personally opt in to the monthly Smart Shop Order Program. Invalid 

Preferred Customer orders are defined as orders submitted as Preferred Customer orders for qualification purposes 

without the written authorization from the customer. If a Neora Brand Partner submits a Preferred Customer order 

without the customer’s consent, the Brand Partner will be subject to disciplinary action, including termination. 

Preferred Customer orders cannot be paid by or shipped to a Neora Brand Partner for any reason, no exceptions.”). 

20 2021 P&Ps § 9.01.

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the Compensation Plan or potential income that BPs may expect to make by participating in the 

business opportunity, as follows: 

3.04 Income Claims.

Brand Partner shall truthfully and fairly describe and present the Compensation 

Plan. Brand Partner shall not guarantee or estimate compensation, draws, expenses 

or deductions attributable to the business prospects. No income projections,

including those based solely on mathematical projections or “ideal projections” of 

Neora Compensation Plan may be made to prospective Brand Partners. Brand 

Partners shall not represent Brand Partner’s income as an indication of the success 

assured to others, since income success depends upon many variables. Commission 

checks may not be used as marketing materials. No past, potential or actual income 

claims may be made to prospective Brand Partners. Brand partner may not 

guarantee commissions or estimate expenses to prospects.

2021 P&Ps § 3.04. 

Second, the P&Ps restrict the type of statements that BPs may make about Neora’s 

products, as follow: 

9.24 Product/Services Claims.

Brand Partner shall make no claim, representation or warranty concerning any 

product or service of Neora, except for those contained in the official Neora 

materials. Brand Partner can only promote benefits of Neora products using 

language contained in the official Neora materials. Brand Partners may not make 

any medical, therapeutic, curative or treatment claims regarding any Neora product. 

Brand Partners may only use “Before” and “After” photos provided by Neora. The 

use of any unauthorized “Before” and “After” photos is prohibited.

2021 P&Ps § 9.24 (emphasis omitted). 

These restrictions are likewise incorporated into the BP “Code of Professional Ethics,” 

recited at the end of the P&Ps.21 The P&Ps further provide that only Neora-produced or 

21 2021 P&Ps § 12 (“AS A BRAND PARTNER, I AGREE THAT: . . . 12.06 I will not make any diagnostic, 

therapeutic, or curative claims for Neora’s products. I will not make any claims not contained in official Neora 

literature. I will represent only that “each body is unique and responds uniquely to different products,” remembering 

that even my personal experience with the product may be interpreted as an “extension of product labeling claims” if 

I use those experiences as a sales device. 12.07 I will make no income claims or representations regarding Neora 

Compensation Plan, remembering that ideal projections of Neora Compensation Plan are unrealistic. No network is 

grown in a perfect geometric progression and therefore it is impossible to predict incomes. Further, a Brand Partner’s 

success depends on many variables, such as the amount of time committed to his/her business and the degree of 

organizational ability.”).

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approved promotional and advertising materials may be used to advertise or promote a BP’s 

business, or sell products or services of Neora in any print or electronic media, including on the 

Internet, and BPs are required to remove any non-compliant profiles and/or websites

immediately; failure to follow these social media guidelines may result in disciplinary actions, 

including termination.22

A BP may be suspended or terminated for violating the terms of the Agreement, the 

P&Ps, the Compensation Plan, and other documents produced by Neora.23 A BP who 

voluntarily terminates his or her business relationship with Neora has the right “to return for 

repurchase on commercially reasonable terms currently marketable inventory,” including 

promotional materials, sales tools, and kits in the possession of and purchased by the BP.24 

3. Compensation Plan

The terms of the business opportunity that Neora offers to BPs, including the framework 

for BPs to earn income and rewards, are set forth in the Compensation Plan.25 The 

Compensation Plan explains that Neora BPs earn income in two ways: first, by building a 

customer base and earning commissions on sales to those customers, and second, by building a 

team of BPs and earning “commissions and bonuses based on their product sales to customers 

and their volume.”26 

22 2021 P&Ps §§ 7.05–.06. 23 2021 P&Ps §§ 4.02–.03. 24 2021 P&Ps § 10.06. The P&Ps define “reasonable commercial terms” as meaning “the repurchase of marketable 

inventory within twelve (12) months from the Brand Partner’s date of purchase at not less than 90% of the Brand 

Partner’s original net cost less appropriate setoffs and legal claims, if any.” Id. In addition, “currently marketable” 

products do not include opened products, those for which the shelf life has passed, or seasonal, discontinued, or special 

promotional products not subject to the repurchase obligation. Id. The Agreement likewise provides that BPs have 

the right to terminate or cancel their BP position at any time, and after termination, a BP has “the right to return, for 

repurchase on commercially reasonable terms, currently marketable inventory—including company-produced 

promotional materials, sales aids and kits.” See 2021 Agreement at 3. 25 See generally 2021 Comp. Plan; Tr. Vol. 4-B at 47–48. 26 2021 Comp. Plan at 2. 

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Under the Compensation Plan, eligibility for certain commissions and bonuses is 

evaluated through consideration of product “volume.” “Volume” refers to “[t]he value assigned 

to a product that is used to determine a Brand Partner’s rank qualifications in the Compensation 

Plan (Qualifying Volume or QV), or to determine the amount of commissions being paid on a 

product purchase (Commissionable Volume or CV).”27 Each product sold by Neora has an 

associated QV and CV figure; for example, the 2022 Neora U.S. Product Price List provides that 

a BP will earn 80 QV and 69 CV for a sale or purchase of Neora’s Age IQ Night Cream.28

To be eligible to earn income under the Neora Compensation Plan, a BP must remain 

“active” each calendar month, which can be achieved in two different ways. First, a BP can 

remain active by maintaining at least 120 in Personal Qualifying Volume (“PQV”) in product 

sales to personal customers, where PQV refers to qualifying volume generated through a BP’s

personal product purchases, and any volume from product purchases made directly from Neora

by a BP’s Retail and Preferred Customers. Second, a BP can remain active by maintaining at 

least 80 PQV in personal product “SmartShop Volume” (“SSV”), i.e., volume from the BP’s 

own SmartShop recurring orders. 

The Compensation Plan organizes the means through which an active BP may earn 

income or rewards into the following four categories: Rewards for Selling, Product Rewards, 

Rewards for Team Building, and Rewards for Leadership. The Plan also describes the “1-2-3 

27 2021 Comp. Plan at 16; see also Tr. 1-A at 66 (“[W]e often see . . . Qualifying Volume, and that is sort of the 

amount that you need in order to . . . qualify for rewards. We can think of that is [sic] approximately dollars, although 

it isn’t always exactly a one-to-one in this case.”). Neora’s expert, Dr. Vandaele, testified that products are each 

assigned an associated volume so that, regardless of currencies and currency fluctuations, sales of the product will 

have the same impact on a BP’s compensation under the Compensation Plan regardless of whether the sale occurred. 

See, e.g., Tr. 4-B (ECF No. 320) at 151 (“[Volume is not] a dollar amount. . . . [T]he idea was that there was an 

arbitrary volume number because that's the same volume number worldwide. So that if a product is $92.00 in the 

United States and $132.00 in Canada, it's 80 volume in both countries, so that when the comp plan is executed it is 

uniform.”). 

28 Ex. 1441 at 1. The Price List further provides that “CV for individual items can change based on order discount 

given at point of sale.” Id. at 2. 

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Bonus,” which a BP is eligible to earn within his or her first sixty days; if BP enrolls two new 

BPs and three new PCs, each with at least 80 QV, the BP is entitled to a bonus of $50.29 With 

one exception,30 the remainder of the rewards and bonuses described in the Compensation Plan 

may be earned at any time during a BP’s tenure, and each will be described in turn. 

a. Rewards for Selling

The Compensation describes five types of “rewards,” or income opportunities, that BPs 

may earn in connection with selling Neora products. First, BPs can earn a retail profit by selling 

Neora products either in person or through the BP’s personalized Neora website. If someone 

buys product through the BP’s retail website, the BP earns the difference between the price paid 

by the customer and the BP one-time price for that item, as listed in the Neora Product Price 

List.31 BPs may also sell Neora products at retail value from the BP’s own personal inventory, 

and earn the difference between the price the BP paid and the suggested retail price.

32

Second, a BP may earn commissions on retail customer sales and PC enrollment, onetime, and SmartShop orders after meeting a sales threshold, starting at 5% commissions on all 

sales once the total number of sales exceeds $300.33 Third, any active BP may earn a PC First 

29 2021 Comp. Plan at 4. The Compensation Plan explains that the BPs and PCs, each with associated qualifying 

volume, must be enrolled within the BP’s first 30 days to earn the bonus, but that the bonus can be earned multiple 

times within the BP’s first 60 days. Id. In prior versions of the Compensation Plan, the 1-2-3 Bonus was called the 

“Fast Start Qualify” bonus, and previously required that the BP enroll three new BPs to qualify. See Tr. 1-A at 68. 30 The Director Bonus can only be earned within a BP’s first three months. 2021 Comp. Plan at 8. 31 See, e.g., Ex. 1441. For each Neora product, the Price List recites five separate prices: the retail price, and a “one 

time” and “SSO” price depending on whether the purchaser is a BP or a PC. For example, the 2022 Price List states 

that Neora’s Age IQ Night Cream has a retail price of $120 per bottle. Id. A PC may make a one-time purchase of 

the Night Cream for $102, or set up a recurring SmartShop order for the “SSO” price of $92 per bottle. Id. Similarly, 

a BP may purchase the Night Cream for a one-time price of $92 per bottle, or $82 per bottle if the BP enrolls in a 

recurring SmartShop order. Id. Thus, if a Retail Customer made a one-time purchase of one bottle of the Age IQ 

Night Cream, the BP would earn the difference between the $120 retail price and the $92 BP one-time price, i.e., a 

retail profit of $28. 32 2021 Comp. Plan at 5. The P&Ps further state that “[a]lthough Neora provides a suggested retail price as a guideline, 

[a] Brand Partner may sell Neora products at whatever retail price they and their customers may agree upon, if the 

price is not below the Preferred Customer price.” See 2021 P&Ps § 9.14. No additional commissions are paid out on 

sales that the BP makes from his or her personal inventory. 2021 Comp. Plan at 5. 33 2021 Comp. Plan at 5. The Compensation Plan refers to this type of sales reward as “Personal Sales Commissions,” 

or “PSC.” Id. BPs may earn 5% in PSC on sales between $300–$1499; 10% commissions on sales between $1500 

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Order Bonus (“FOB”) for each new, personally enrolled PC who purchases product in their 

enrollment order; the BP may earn up to 20% of the PC’s first order.34 Fourth, the BP may earn 

a Personal PC Bonus (“PPC”) depending on the number of PCs the BP has enrolled or 

maintained for a given month, with a minimum of at least three personally enrolled PCs to 

receive any rewards or bonuses.

35 And fifth, the BP may earn the Team PC Bonus based on 

rewards and bonuses earned by their downline “team” of BPs.36 With the exception of the Team 

PC Bonus, all of the “Rewards for Selling” can be earned without recruiting any BPs. 

b. Products Rewards

The Compensation Plan describes two “Product Rewards”: the 3UR Free program, and 

the Neora Gives Back points program. Under the 3UR Free program, a BP can receive up to 

$140 in product credit per month if he or she has a recurring SmartShop order and enrolls at least 

three PCs purchasing at a certain level.37 In the Neora Gives Back program, by enrolling a new 

PC or BP with a recurring SmartShop order, a BP accumulates points that may be redeemed for 

free product samples.38

and $2999, and 15% commissions on all sales exceeding $3000. Id. In previous versions of the Compensation Plan, 

the threshold to be qualified to earn commissions was lower, i.e., 200 units, but the BP was only entitled to earn 

commissions on the sales that exceeded the threshold. Tr. 1-A at 72–73. Under the current Compensation Plan, once 

the BP hits the threshold of $300 in sales, the BP is entitled to earn commissions on the entire amount of sales, not 

simply the amount in excess of $300. Id. 34 2021 Comp. Plan at 6. The First Order Bonus is a simplified version of a previous bonus in prior versions of the 

Compensation Plan, referred to as the “Customer Acquisition” bonus. Tr. 1-A at 73–74. 35 2021 Comp. Plan at 6. For example, a BP who enrolls or maintains 6 PCs with a minimum 55 QV each, and a total 

of at least 500 PQV from the BP’s personal customers’ orders will result in a bonus of $50. Id. 36 2021 Comp. Plan at 6–7. For example, a BP will earn a $200 bonus if he or she has at least personally enrolled 

three BPs that become 3UR Free qualified in a monthly period. Id. If those three BPs become PPC Bonus earners—

i.e., have personally enrolled at least 3 PCs—the BP will earn a $500 reward. Id. 37 2021 Comp. Plan at 4; see also Tr. 1-A at 68–69. Specifically, the BP must have an active personal SmartShop 

Order of at least 80 QV, and at least three PCs, each with fully paid SSOs, with a total of 210 QV from all of the BP’s 

customers for that month; if so, the BP will receive a credit equal to one-third of all the BP’s PC orders, not to exceed 

$140 per month. 2021 Comp. Plan at 4. The parties’ experts disagree on how to treat the 3UR Free reward for 

purposes of analyzing the compensation plan; Dr. Bosley characterizes the 3UR Free reward as a reduction in 

expenses, whereas Dr. Vandaele, in parts of his analysis, treated the credit akin to income, i.e., a cash reward, on the 

grounds that Neora includes it as income on 1099 forms issued to BPs. See Tr. 1-B at 14; Tr. 5-A at 109. 38 2021 Comp. Plan at 8. To qualify for the Neora Gives Back program, new BPs must be active and generate 200 

PQV within their first 30 days, or can qualify as being “Paid As a[n] Elite Brand Partner” or higher. Id. Information 

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c. Rewards for Team Building

The Compensation Plan describes several “Rewards for Team Building,” which are 

based, in part, on a BP’s downline “team” of BPs, as well as the BP’s “rank.” “Rank” refers to a 

BP’s level of achievement in the Compensation Plan, and is determined by personal and group 

sales volume, as well as the personal and group volume of BPs in the BP’s group.39 The 

Compensation Plan establishes 18 ranks that a BP can achieve. 

The first reward based on team building is the BP First Order Bonus; if a newly enrolled 

BP purchases product at the time of their enrollment, a percentage of that product purchase 

amount is paid to both the enroller and the first upline enroller, if they are eligible.40 Next, a BP 

may earn a one-time Director Bonus for advancing to the rank of Director within his or her first 

three months; the bonus size varies depends on the speed of advancement.41

regarding the Neora Gives Back program is also provided to BPs in a program flyer (Ex. 1071) and in the BP Success 

Planner. See, e.g., Ex. 1084 at 33. 39 See 2021 Comp. Plan at 13 (rank qualifications), 15 (definition of “Rank”). BPs begin with the rank of “Brand 

Partner,” and may progress to more advanced ranks once certain volume and team structure benchmarks are met. Id. 

at 13. For instance, an active BP can advance to the rank of “Brand Partner Plus” by having one “Active Leg” in his 

or her “Enrollment Tree”—i.e., by enrolling one new BP into Neora—without having to increase the BP’s personal

volume. Id. The Compensation Plan explains that a “leg” is a portion of a BP’s organization, starting with one of 

their “first-level” BPs. Id. at 15. For example, if a BP enrolls ten BPs into Neora, he or she has ten “first-level” BPs 

corresponding to ten legs in the BP’s enrollment tree. Id. If any of those first-level BPs themselves enroll a BP, that 

newly-enrolled, “second-level” BP will become part of the downline leg of the original enroller, and so on. The 

Compensation Plan provides that rank advancements are partially based on the total volume generated in each leg, 

and when a BP enrolls a new BP, the enroller may elect to either create a new leg in his or her tree, or place the new 

BP under an existing leg, to increase the volume in that leg. See id. Thus, the Compensation plan distinguishes 

between a BP’s “enrollment tree”—consisting of all first-level BPs that the BP has personally enrolled—and the BP’s 

“placement tree”—where those same BPs may be placed in an existing leg so as to increase the volume of that leg. 

Id. at 14. For ranks beyond Brand Partner Plus, the BP must meet certain thresholds for both Leadership Qualifying 

Volume (based on the BP’s downline enrollment tree) and Group Qualifying Volume (based on the placement tree). 

Id. at 13. Group Qualifying Volume includes the BP’s own personal purchases, but no more than 2000 in PQV from 

personal purchase can count towards Group Qualifying Volume. Id.; see also Tr. 1-A at 80–81. 40 2021 Comp. Plan at 8. Eligibility is based on rank and whether the enrolling BP is in their enrollment month at the 

time that they enroll the new BP. Id. Previous versions of the Compensation Plan included a “pack bonus,” which 

awarded the enroller a bonus if the newly-enrolled BP purchased a Product Pack. See Tr. 1-A at 78. 41 2021 Comp. Plan at 8. Specifically, a BP will earn a $200 bonus if he or she advances to Director within two 

months, and $100 if he or she advances in the third month. Id.

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Upon reaching the rank of Elite Brand Partner, which requires at least three active 

enrolled downline BPs, a BP is eligible to earn Team Commissions, which are based on the 

commissionable volume generated from product sales made by the BP’s team.42 If a BP reaches 

the rank of Premier Director, he or she is entitled to a monthly Lifestyle Bonus, paid in addition 

to monthly commissions; the bonus starts at $150 per month and increases with rank.43 If a BP 

reaches the rank of Elite Director with at least 15,000 in Group Qualifying Volume, he or she is 

further entitled to the Luxury Car Bonus, a monthly payment toward a luxury car or the option to 

take a cash bonus instead.44

Even if a BP recruits multiple levels of downline BPs, if there are no purchases by any 

BPs or PCs in the BP’s organization, there will be no compensation or rewards paid to that BP.45

d. Rewards for Leadership

Finally, the Compensation Plan describes rewards based on leadership. BPs ranked Elite 

Director and above are entitled to the “Check Match” bonus, which the Compensation Plan states 

“is designed to reward you for developing leaders in your organization and working with them to 

accomplish their goals.”46 Through Check Match, a BP may earn a percentage of the team 

commissions paid to BPs in his or her enrollment tree with the rank Team Director or higher. 

Finally, under the Leadership Bonus, BPs who reach Silver National Marketing Director can 

earn a percentage of the commissionable volume of his or her entire organization, and under the 

NMD Generation Bonus, BPs who reach the rank of Platinum National Marketing Director are 

42 2021 Comp. Plan at 9. 43 2021 Comp. Plan at 10. 44 2021 Comp. Plan at 10. Additional information regarding the Luxury Car Bonus is provided to BPs in the Luxury 

Car Bonus Packet. See Ex. 1083. 45 Givens Depo. (ECF No. 311) at 95:10–23; Tr. 5-A at 43, 80–82; Tr. 6-A (ECF No. 323) at 60–61. 46 2021 Comp. Plan at 11. 

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entitled to a percentage of the commissionable volume based on the number of BPs below them 

who have reached the National Marketing Director rank.47 

4. Neora Materials & Compliance

Neora creates various types of materials associated with Neora’s products and the BP 

business opportunity, including product guides and brochures, price lists,48 guides and trackers 

for organizing selling efforts,49 approved marketing materials,50 compliance documents,

51 and 

videos.

52 These types of documents are made available to BPs on the “Back Office,” a portion 

of Neora’s website that is accessible to BPs, and includes, in addition to the materials prepared 

by Neora, personalized reports and business information for each BP.

53 In addition to published 

materials, trainings, and videos on the Back Office, Neora offers BPs weekly training, leadership 

47 2021 Comp. Plan at 12. 48 Tr. 5-B at 60; Exs. 1038, 1040, 1037. 49 For example, Neora provides BPs with a “Success Planner” (e.g. Ex. 1084), a “New Brand Partner Game Plan” (Ex. 

1042), a “Social Tracker” for tracking social media engagement (Ex. 1055), and guides and training on using social 

media to grow their business (e.g., Exs. 678, 1064, 1066). 50 Such marketing materials include social media graphics, reels, video content for social media, marketing videos, 

and flyers. Tr. 5-B at 54; see, e.g., Ex. 1036. 51 Compliance documents are created as a tool to explain Neora’s policies and procedures to BPs. Tr. 4-A at 17–18. 

Such documents include the Compliance Corner newsletter, both the quarterly and monthly email editions. E.g., Tr. 

4-A at 16–18; Exs. 1046, 1048, 1059, 1079 (quarterly edition); Ex. 1026, 1028, 1030, 1033, 1044, 1049, 1085, 1347–

74 (email edition). In the quarterly Compliance Corner, Neora covers compliance topics required under regulations 

promulgated by the Direct Selling Association, as well as Neora’s own guidelines. Tr. 4-A at 16–18. In addition, the 

Neora compliance department also sends out shorter, monthly Compliance Corner updates via email, intended to 

address hot topics or trends happening in the field. See id. (“[I]f we’re seeing a lot of certain types of violations, we’ll 

cover that [in the monthly edition].”). Other compliance-related documents include the Field Compliance Guide (Ex.

1462) and the P&Ps. In addition, various selling guides include provisions on compliance; for example, the “Neora 

Social Selling System,” which describes how to use Facebook and Instagram for selling purposes, includes several 

pages on “Creating Compliance Content.” See Ex. 1064 at 14–15 (“Any content involving Neora wellness products 

should not make any medical claims, should not mention any medical conditions, or claim to replace any 

prescriptions.”); see also Ex. 1066 at 3 (Neora Social Selling System Quick Guide) (“9. DO. Be compliant. Check the 

Neora Policies & Procedures in your Back Office if you are questioning a post, story or video prior to posting. Never 

make medical or income claims in your post.”). 

52 See, e.g., Exs. 722–24, 443–44. 53 E.g., Tr. 2 (ECF No. 316) at 129; Tr. 3-B (ECF No. 318) at 13; Tr. 4-A at 76; Tr. 4-B at 23, 34; Tr. 5-B at 42–44. 

The Back Office is described as a personalized “business account center” for BPs, where they can access marketing 

and training materials, contact Neora support, and review customer reports. Tr. 5-B at 42–45. The Back Office also 

contains approximately 100 training videos for BPs to watch. Id. 

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training calls for higher-ranked BPs, specialized training, and the Get Real Conferences, held at 

least annually.54

The main product training documents are the product guides, which are updated

whenever Neora launches a new product, or at least annually.

55 The product training guides 

contain information and details about each product, including what BPs can communicate that 

the product does, relevant disclaimers that BPs should use, for whom the product is appropriate, 

and descriptions of each of the key ingredients.56 For example, the 2021 product guide contains 

product features, instructions for use, results from clinical trials (for certain products), and 

ingredient descriptions.57 In addition, Neora publishes shorter product brochures, which are 

intended for BPs to hand to prospective customers to learn more about the products; in addition 

to product information, brochures contain before-and-after photos and client testimonials.

58

Neora also publishes the “Field Compliance Guide,” which is “designed to help [BPs] 

understand how to properly share Neora’s products, business opportunity and demonstrate how 

to appropriately market your business.”59 For example, for income claims, the 2022 Field 

Compliance Guide defines what an income claim is, provides best practices regarding making 

income claims, gives examples of prohibited and acceptable claims, and provides directions on 

how and when BPs should include mandatory income disclosures when making statements about 

54 See, e.g., Ex. 1385. 55 Tr. 5-B at 46–49; Ex. 1399 (2015 guide); Ex. 1443 (2016 guide); Ex. 1410 (2018 guide); Ex. 1339 (2021 guide). 56 Tr. 5-B at 47–48. 57 See generally Ex. 1339. For example, for EHT Brain Formula, the 2021 product training guide lists key ingredients 

and their associated function, instructions for taking EHT Brain Formula once a day in the morning with food, and 

describes the purported benefits of the supplement to “help[] promote better cognitive function and overall brain 

health,” accompanied by a disclaimer that “[t]hese statements have not been evaluated by the Food and Drug 

Administration. This product is not intended to diagnose, treat, cure or prevent any disease.” Id. at 17. Although the 

product training guide lists clinical trial results for other Neora products—for example, the guide states that in 

independently conducted clinical trials, 100% of participants had significantly smoother skin texture after using the 

Age IQ Night Cream—the guide recites no such results for EHT. Id. at 4. 58 Tr. 5-B at 51–52; Ex. 1342 (2016 brochure); Ex. 1343 (2018 brochure); Ex. 1161 (2021 brochure); Ex. 1031 (2022 

brochure). 59 Ex. 1462 (2022 Guide). 

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income that can be earned through the Neora business opportunity.60 The Field Compliance 

Guide contains similar guidance for product claims, i.e., guidance on approved claims, 

mandatory disclosure statements to accompany any testimonials or product statements made by 

BPs, and examples of proper and improper product claims.

The Field Compliance Guide references various disclosure statements, including the 

Neora “Full Income Disclosure Statement” and the “Wellness Product Disclosure Statement.” 

These disclosures are recited in the Field Compliance Guide and also in the “Income & Product 

Disclaimers” document, and consist of Neora-approved language for BPs to use in conjunction 

with income and product claims.61 For example, the Income & Product Disclaimers document 

recites the following “Full General Income Disclosure Statement”:

From January 2021–December 2021, Neora had 34,408 Active US Brand Partners. 

An Active Brand Partner is defined as a Brand Partner who: (A)(i) made a sale to a 

customer, or (ii) had a personal purchase in the prior 18 months and (B) was 

registered as a Brand Partner during the entire period January 2021–December 

2021. 

From January 2021–December 2021, 40.1 % of Active US Brand Partners earned 

cash commissions and 59.9% did not earn any cash commissions. The average 

annual gross cash earnings of Active US Brand Partners was $1,358. These figures 

do not include the value of bonuses and commissions paid in free product, which 

were received by 20% of Active [US] Brand Partners. The calculation of gross cash 

earnings does not reflect any expenses paid or the value of any time expended by 

the Brand Partners in making the underlying sales to customers.

NeoraTM, LLC does not guarantee any level of income for any Brand Partner. The 

actual income of Neora Brand Partners varies depending on each Brand Partner's 

60 For example, under “Best Business Practices,” the Field Compliance Guide instructs BPs to state realistic results 

about the potential for BPs to earn “modest supplemental income,” be clear that any rewards were the result of the BP 

earning them, set practical expectations, and use proper disclosures. Ex. 1462 at 2. The Guide contains examples of 

“SAY THIS . . . NOT THAT,” and screenshots of compliant social media posts. E.g., id. at 4–5. 61 See, e.g., Ex. 1463 (2022 Income & Product Disclaimers); Tr. 4-B at 18–20 (testimony of Deborah Heisz) (“If you 

want to point out an earnings statement, you can point our earnings disclosure which has what we’re comfortable 

sharing about the earnings of Brand Partners in the company.”). Both the Field Compliance Guide and the Income & 

Product Disclaimers document are sent to BPs whenever the Neora Compliance Department reaches out about a 

violation. Tr. 4-A at 18–19. The record contains previous versions of the Income and Product Disclaimers document. 

See Ex. 24 (2020); Ex. 1024 (2021).

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individual goals, expectations, skill, effort, and time commitment as well as market 

forces beyond the Brand Partner’s and/or Neora’s control.

Ex. 1463. 

The document also includes an Abbreviated General Income Disclosure Statement,62 a 

Car Bonus Disclosure Statement,63 a Trip Disclosure Statement,64 and Neora Wellness Product 

Disclosure Statements.65 The Field Compliance Guide instructs BPs to include the relevant 

disclosure statement whenever making an income or product claim.66 Neora also maintains a 

website, in which it posts earnings information and copies of the P&Ps.67

Neora has an in-house Compliance Department that addresses violations of Neora’s 

P&Ps, including violations of the policies relating to income and product/services claims.68 

Neora will also monitor orders of a certain size to determine the purpose of the order, i.e., for 

consumption or to manipulate the Compensation Plan, and whether multiple BPs are shipping to 

the same address.69 BPs are invited to contact the Compliance Department support team for 

guidance on making compliant statements.70

62 Ex. 1463 (“From January 2021–December 2021, 40.1 % of Active US Brand Partners earned cash commissions and 

59.9% did not earn any cash commissions. The average annual gross cash earnings of Active US Brand Partners was 

$1,358.”). 

63 Ex. 1463 (“Qualifying Brand Partners can choose to earn a Car Bonus in cash or an amount to be applied toward a 

monthly payment on an approved vehicle. Of our 34,408 Active Brand Partners in 2021, 1.9% earned a Car Bonus for 

one month or more. Brand Partners must meet eligibility requirements to earn the Car Bonus each month.”). 64 Ex. 1463 (“Out of 34,408 Active Brand Partners, 397 earned our incentive trip to Tulum in 2021.”). 65 Ex. 1463 (“These statements have not been evaluated by the Food and Drug Administration. This product is not 

intended to diagnose, treat, cure, or prevent any disease.); id. (“When used in conjunction with a calorie-controlled 

diet and exercise program. Individual results may vary.”). 66 See, e.g., Ex. 1462 at 4. For example, the Field Compliance Guide states that BPs should not say “Neora gave me 

a 5-star, all-expense-paid trip to Tulum!” and instead, a compliant post would say “I worked hard and earned an 

amazing trip for two to Tulum with Neora!*,” accompanied by the Trip Disclosure Statement stating that “Out of 

34,408 Active Brand Partners, 397 earned our incentive trip to Tulum in 2021.” Id. at 4–5. The Guide also contains 

guidance on where to place the disclosure statement to be compliant, focusing on the prominence of the disclosure, 

and its placement in proximity to the relevant income or product claim. Id. at 4. 67 See, e.g., Ex. 149b (Earnings Information website as of May 28, 2021). The record contains similar earlier Nerium 

income declarations. See Ex. 1428 (2012 Nerium Income Declaration); Ex. 448 (2013 Nerium Income Declaration); 

Ex. 447 (2017 Nerium Income Declaration).

68 Tr. 3-B at 47–48, 59–60. 69 Tr. 4-A at 71–72, 105–06; 2021 P&Ps §§ 1.05, 9.03. 70 Tr. 3-B at 107–08.

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The Compliance Department uses a program named FieldWatch, an Internet-wide 

monitoring service that constantly searches the Internet, including social media sites such as 

Facebook and Twitter, for terms relating to Neora’s products and brand.71 FieldWatch will 

identify potential violations for the Compliance Department to review; if a violation is 

discovered, FieldWatch will send at least two notices to the BP, including by text message, 

requesting that the violation be removed.72 If the BP fails to remove the violative claim after the 

second notice, the violation is escalated and flagged “Neora Review,” which will result in the 

Compliance Department personally reaching out to the BP and the BP’s upline to resolve the 

violation, and delete the improper claim.73 In addition to FieldWatch, the Compliance 

Department will do manual Internet searches to try to find and resolve violations.74 The record 

contains numerous examples of the Compliance Department communicating with BPs to address 

noncompliant posts and representations since at least 2013.75 Neora also tracks repeat offenders; 

although Neora typically gives a BP an opportunity to correct noncompliant behavior, a BP is 

eligible for suspension or termination for repeated violations of the P&Ps.76

71 Tr. 3-B at 53–55, 92–94. The terms are updated and revisited for new events and depending on current events, 

such as the COVID-19 Pandemic. Tr. 4-A at 24–25. 72 Tr. 3-B at 54–55. 73 Tr. 3-B at 56; Ex. 1102, 1104, 1121, 1127 (templates for communications sent to BPs by the Compliance 

Department to address income and product claims). For example, testimony was given indicating that a BP was 

contacted to stop calling Olson “The Millionaire Maker.” Tr. 3-B at 83. 74 Tr. 3-B at 142. 75 Tr. 3-B at 56–61; Tr. 4-A at 21–22; e.g., Exs. 15, 17, 22, 1383–84, 1389–90, 1451–62, 1466–68. Neora’s 

Compliance Officer testified that, for the July to September quarter of 2020, 633 products claims were resolved and 

111 income claims were resolved. Tr. 3-B at 61. 76 Tr. 3-B at 64–65; 2021 P&Ps §§ 4.02–.03. 

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B. Neora in Practice

Neora currently has approximately 30,000 to 35,000 active BPs.

77 The number of active 

BPs has remained relatively stable since 2018.78 As of trial, Neora has approximately 163,000 

PCs.

79 Over the life of the company, there have been approximately 400,000 BPs and 1.7 

million PCs.

80 Evidence was presented indicating that median tenure for BPs and PCs may be

approximately 8 months and 2 months, respectively.81 

77 See Ex. 1463 (“From January 2021 - December 2021, Neora had 34,408 Active US Brand Partners.”); Tr. 4-A at 52 

(“Q. How many Brand Partners does Neora have in the United States? A. Around 35,000.”); Tr. 4-B at 7 (“THE 

COURT: How many Brand Partners did you have in 2020? THE WITNESS: Approximately 35,000.”); Tr. 5-A at 27 

(“[T]he number of Brand Partners, for example, 2021, there was 31,000 . . . Brand Partners . . . .”); Demonstrative Ex. 

1440F at 4 (In 2021, “Total BPs w/ Product Purchase” is 31,460). 78 See Tr. 5-A at 29–30, 85; Tr. 1-B at 64; Demonstrative Ex. 1440F at 4; Ex. 622 at 2. If a BP has no activity in their 

account for 6 months, i.e., has not bought product or made a sale, Neora will terminate the account in accordance with 

the P&Ps. Tr. 4-A at 82–83; 2021 P&Ps (Ex. 1423) § 2.02 (“Once a Brand Partner has been enrolled for a complete 

year, they are subject to termination if there has been no activity on their account within the past six (6) months (180 

consecutive-days); . . . . A Brand Partner that does not renew by the renewal date as provided herein shall be deemed 

to have voluntarily terminated their Brand Partner position relationship with Neora and will thereby lose their Brand 

Partner position, . . . .”). However, Nerium did not begin this practice until 2017, and thus prior to that time, the total 

number of BPs was much higher, as it included inactive BPs. See Tr. 4-A at 82–83; Tr. 4-B at 7–8 (“[I]n 2015 we had 

more than 125,000 [BPs], because we had not yet begun the process of purging Brand Partners who had become 

inactive.”).

79 See Tr. 5-A at 27; Demonstrative Ex. 1440F at 4 (showing the number of Preferred Customers was 163,451 in 2021, 

162,122 in 2020, and 162,938 in 2019). 80 Ex. 1318; Demonstrative Ex. 1440F at 4. 81 Tr. 1-B at 109–10; Ex. 878 ¶ 15. The FTC’s data analyst, Ms. Miles, calculated tenure based on the number of 

months between their first and last order. Ex. 878 ¶ 15. However, there are certain assumptions in Ms. Miles’s 

calculations that the Court determines renders these calculations less reliable with respect to certain individuals, which 

thus calls into question the reliability of Ms. Miles’s calculation of median tenure as a whole. First, despite having 

enrollment date data available (e.g., Ex. 878 ¶ 10), Ms. Miles used the date of first order to calculate tenure of BPs, 

even though elsewhere Ms. Miles calculates that at least 13% of BPs do not purchase any Starter Pack when they 

enroll (Ex. 878 ¶ 14), and thus potentially do not make any purchase until some time after enrolling. Second, and 

more significantly, many people start as a PC and eventually enroll as a BP to get the more significant discount. See, 

e.g., Tr. 3-A at 106; Ex. 1323 (excerpt of Dr. Vandaele’s report, indicating in 2021, 30% of newly enrolled BPs 

switched from being PCs). Ms. Miles testified that, for such individuals, her calculations would credit all that time—

time spent both as a PC and as BP—as time spent as a BP, provided it was under the same “Customer ID,” but Ms. 

Miles did not have any understanding whether PCs who transition retain the same Customer ID. Tr. 2 at 18–19. 

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BPs join the Neora business opportunity for a variety of reasons, including: love of Neora 

products,82 the ability to earn free product through the 3UR Free program,83 product discounts,84

personal development,85 and additional income.86 In April 2022, current and former BPs were 

surveyed by a third party to understand why BPs joined Neora.87 The results indicated that, 

among current BPs, the top reason for being a BP is to get discounts on product, either by getting 

a discount on products for personal use, or to earn free product.88 In addition, a 2015 BP 

experience study asked BPs to identify the single reason that best represents why BPs decided to 

join Nerium; in descending order of response rate, the responses were: extra income, belief in 

Nerium, entrepreneurial, potential to earn, free product, primary income, and other.89

BPs who enroll only for access to product discounts are occasionally referred to as 

“savings seekers.”90 Because of the discount, if a BP buys only the $20 Enrollment Kit and then 

82 Tr. 5-B at 32–33. 83 E.g., Tr. 4-A at 62–63 (“I’ve talked to people who joined just to get the free product, meaning they joined because 

they wanted to get 3UR Free because they enjoyed our products and they saw it as an opportunity to potentially not 

have to pay for the product.”). 

84 E.g., Tr. 4-A at 63 (“Other Brand Partners join just to get the product, the product at a discount.”); Tr. 5-B at 71 

(discussing how BPs have access to special sets and discounts only available to BPs); Tr. 3-A at 106–07. 85 E.g., Tr. 4-A at 63 (“Some of them join because they, you know, they like the personal development aspects of our 

-- of our business or our company.”). 86 E.g., Ex. 673 at 33 (2015 BP Experience Baseline Study) (“New BPs look to Nerium to solve income needs.”). 87 Ex. 1147 (“LRW Survey”) at 1; see also Ex. 1142–46 (LRW Survey data). Although the FTC objected to the 

admissibility of the LRW survey under Federal Rule of Evidence 703 and hearsay grounds, the Court admitted the 

survey “for what it is worth.” Tr. 4-B at 147–49. The survey invited all former and current Neora BPs to participate, 

with the exception of former Neora BPs who were terminated for cause, and current and former BPs who had not 

opted in to email communications from Neora. There were 361 total respondents to the 2022 Survey: 235 current BPs 

and 126 former BPs. LRW Survey at 1. 

88 LRW Survey at 2–3. 89 Ex. 673. Only a PowerPoint summary of the 2015 study was available at trial, and the underlying data was not 

presented; Amber Rourke, Chief Sales & Marketing Officer for Neora, did not recognize the study and was not familiar 

with who conducted it. Tr. 5-B at 34–35. The 2015 study states it was offered to a stratified random sample of US 

BPs. Id. at 4. There were 2,566 respondents, including 745 “new BPs.” Id. at 6. 90 Tr. 3-A at 18, 106–07 (“Q. What about people who sign up and just buy product? Is that in that 70 percent [of BPs 

who do not sell product]? A. Yeah. That’s a big part of – It’s a really big part of our business. It might not be in some 

other companies, but it’s called a ‘savings seeker.’ And when you can join the company for just $20 as a Brand Partner 

and then get all the discounts that come with being a Brand Partner and get the ability to do 3UR Free because you 

can’t do 3UR Free legally with PCs but with Brand Partners. There’s a lot of people who will decide instead of being 

a PC, they’ll become a BP because they get a deeper discount on products.”); Tr. 4-A at 70–71 (“[W]e have Brand 

Partners who’ve been buying product for years that have never done anything else and, you know, it’s presumptive 

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buys $300 worth of Neora products, the BP has saved about $30 in product discounts, enough to 

recoup the cost of the Enrollment Kit.91 In addition, some BPs are prior PCs, who convert to 

BPs to access the bigger discount available to BPs.92 In 2021, 3,298 PCs switched to be a BP, 

representing 30% of all newly enrolled BPs that year.93

Consistently, over 90% of Neora’s revenues come from product sales; the remaining 10% 

of revenues come from sales of starter enrollment Product Packs to BPs and upgrades, and nonproduct sales.94 An estimated less than 1% of Neora’s product sales are made to Retail 

Customers.95 The majority of Neora’s product sales—somewhere between 75 and 80% of 

sales—are made to PCs.96 Sales to PCs are considered ultimate end-user sales, i.e., purchased 

for personal use without the intent to resell to anyone else.97 The data indicates that, as a 

percentage of total product sales, sales to PCs have been increasing and sales to BPs have been 

decreasing since 2017.98

but the only logical conclusion is that those people are savings seekers. And there’s other Brand Partners who’ve 

flatout said they’re not interested in building a business or -- or doing anything other than buying product.”). 91 Tr. 4-A at 70–71. 92 E.g., Tr. 3-A at 106–07 (“We have a lot of PCs that, after time, convert to Brand Partners because it’s just $20 to 

get the deeper discount that you can get as a Brand Partner.”).

93 E.g., Ex. 1323; Demonstrative Ex. 1440F at 15. The data provided by Dr. Vandaele indicates that the number of 

PCs switching to BPs as a percentage of total newly enrolled BPs has increased over time, but has consisted of at least 

20% of all newly enrolled BPs since 2017. Ex. 1323. 94 Tr. 4-B at 102; Tr. 5-A at 17–18; Ex. 1316; Demonstrative Ex. 1440F at 2. Non-product sales include Enrollment 

Kits, fees, subscriptions, such as Neora Edge, meetings, promotions, donations, and tools purchases. Ex. 1316. In 

2021, 95% of Neora’s revenues came from product sales; 3% came from enrollment product packs/upgrades, and 2% 

from non-product sales. Id.; Demonstrative Ex. 1440F at 2. 95 See Tr. 4-A at 56–57. Neora tracks retail sales made through the Neora website, but has no records of sales made 

by a BP to a retail customer out of the BP’s own personal inventory. Id. 96 Tr. 4-A at 83, 94, 124; Tr. 5-A at 12–13 (“[W]e had access to what the Preferred Customers were directly buying. 

And again, just looking at those data in 2021, that amounted to 75%.”); Ex. 1316. The data indicates that, from 2012 

to 2021, 59% percentage of all non-enrollment product sales were to PCs. 97 Tr. 1-B at 33–34. 98 Ex. 1316. The data indicates that, from 2017 to 2021, product sales to PCs increased from 66% to 75%; nonenrollment product sales to BPs decreased from 24% to 19%; and enrollment pack and upgrade package purchase 

decreased from 5% to 3%. Id. 

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Approximately 19 to 25% of non-enrollment product sales are made to BPs.

99 For 2021, 

using PC purchases as a guide, it can be estimated that 65% of BPs’ purchases are for personal 

use; under that same model, 90% of total product sales in 2021—including BPs, PCs, and retail 

customers—can be estimated to be for personal use.100 Approximately 70% of Neora BPs do not 

sell product or build an organization through recruitment.101 From February 2019 to January 

2020, 69.4% of all BPs earned no commissions at all.102 For that same period, there were seven 

BPs with the highest rank—Platinum National Marketing Director—who on average earned 

substantially more in gross rewards.103

C. EHT and Signum 

EHT, a proprietary coffee extract, was developed in the laboratory of Dr. Jeffry Stock, a 

professor at Princeton University.104 Lay evidence was presented indicating that, based on

testing, EHT may reduce inflammation in the brains of rats and mice.105 Neither EHT nor any 

product containing it has ever been clinically tested for efficacy in humans.

106 

99 Ex. 1316 (“Net Sales Dollar Percentages” Table). From 2017 to 2021, product sales to BPs decreased from 24% to 

19%. Id. The data reflects that, from 2012 to 2021, the total percentage of sales to BPs for non-enrollment products 

was 21% of all sales, and for enrollment packs and upgrades, 14%. Id. 100 Tr. 5-A at 53–57; Ex. 1322. Specifically, Dr. Vandaele assumed that each BP’s product purchase for ultimate use, 

i.e. personal consumption, in active months of the year equaled the average of total product purchases per active month 

(excluding Enrollment Pack/Upgrade purchases), up to the average total purchases per active month for the 50th 

percentile of PCs in the same year. Ex. 1322. For the 2012 to 2021 time period, Dr. Vandaele estimated that, on 

average, 75% percent of total product sales—including BPs, PCs, and retail customers—were for personal 

consumption, and on average, 43% of purchases by BPs were for personal consumption. Id. 101 Tr. 3-A at 105–07 (“I think we’re 68 or 69, something like that, but pretty much in alignment with the direct sales 

industry. Of any direct sales company, about 70 percent of the people sign up that don’t do anything. . . . And so we 

have a lot of our 70 percent, who don’t do anything, are still buying our products. They’re savings seekers.”); Tr. 3-B

at 22–23, 24–25; Tr. 4-B at 92–93; Tr. 5-A at 165. Dr. Bosley states in her report that, “[f]or all Brand Partners who 

enrolled between 2012 and 2020 . . . 74% recruited no Brand Partners, 85% recruited one or fewer Brand Partners, 

and 89% recruited two or fewer Brand Partners.”). Ex. 622 ¶ 52. 102 Ex. 546; Tr. 4-B at 92–94. 103 Ex. 546. 104 Tr. 2 at 58–59. 105 Tr. 2 at 61–62. 106 Tr. 2 at 27.

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Princeton owns the patent covering EHT, and licenses it to Signum Biosciences, Inc., the 

parent company of Signum Nutralogix, Inc.107 Dr. Stock’s son, Max Stock, is the CEO of 

Signum Biosciences, Inc., and Signum Nutralogix, Inc. In 2014, Signum sold and marketed a 

product containing EHT called “ME Sports,” and advertised that EHT could help with chronic 

traumatic encephalopathy (“CTE”), Alzheimer’s disease, and Parkinson’s disease.

108 

In February of 2015, Nerium and Signum Nutralogix, Inc. entered into a Sublicense 

Agreement, through which Nerium obtained the right to develop, manufacture, commercialize, 

and sell products containing EHT.109 Nerium launched its Nerium EHT product—sold as EHT 

Brain Formula—at the April 11, 2015 “Get Real” Conference. Max Stock introduced EHT at the 

conference; during his comments, he referenced former NFL player Junior Seau, who suffered 

from CTE.

110 

The day after the Stocks’ statements at the Get Real Conference, all Neora BPs received 

an email from Nerium International, with the subject line “Important Note from CEO Jeff 

Olson.” The email stated, in part: 

We are thrilled to have introduced everyone to Signum Biosciences at Get Real!

Signum Biosciences works with prestigious universities, such as Princeton, to 

research new technology. Princeton even owns the patent to the EHT molecule we 

just released.

However, it is VERY important to respect this partnership we have created with 

Signum Biosciences and use ONLY approved messaging around this relationship 

and the related discoveries.

. . .

107 Tr. 2 at 63–64. 108 Tr. 2 at 64; Tr. 3-A at 50. 109 Ex. 164; Tr. 2 at 28–29. As discussed previously, Signum Nutralogix, Inc. and its parent company, Signum 

Biosciences, Inc., were prior Defendants in this case who settled claims with the FTC and stipulated to a permanent 

injunction. ECF No. 10. 110 Ex. 825.

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If you have anything posted on social media that does not follow these guidelines, 

please remove them immediately. 

Anyone not following these guidelines will experience immediate disciplinary 

consequences.

Ex. 1141. 

The email linked a document providing approved messaging for Signum Biosciences, 

SIG-1273, and EHT, including instructions that BPs should not say that EHT “Cures sports 

repetitive trauma, Cures Alzheimer’s disease, Cures Parkinson’s disease, [or] Treats ADD, OCD 

or any other disease.”111 

Max Stock spoke again during the September 12, 2015, Get Real Conference, and was 

joined by his father, Dr. Stock. During their presentation, Dr. Stock referenced CTE, 

Alzheimer’s disease, and Parkinson’s disease, and stated that EHT was shown to be “beneficial” 

in model systems used to study neurodegenerative disease, including for Parkinson’s disease.112

III. CONCLUSIONS OF LAW

Section 5(a) of the FTC Act prohibits “unfair or deceptive acts or practices in or affecting 

commerce.” 15 U.S.C. § 45(a). Under § 13(b) of the FTC Act, “after proper proof, the court 

may issue a permanent injunction” against “any person, partnership, or corporation . . . violating, 

or . . . about to violate, any provision of law enforced” by the FTC. 15 U.S.C. § 53(b); AMG 

Cap. Mgmt., 141 S. Ct. at 1348–49. Section 13(b) “focuses upon relief that is prospective, not 

retrospective” AMG Cap. Mgmt., 141 S. Ct. at 1348.

The FTC alleges that Defendants violated the FTC Act by making deceptive or 

misleading product claims in connection with EHT, making false claims about the potential 

income BPs could earn by enrolling in Nerium, operating as an illegal pyramid scheme, and 

111 Exs. 1408, 1418; Tr. 3-B at 3–5; Tr. 5-B at 24–28. 112 Exs. 826, 868. 

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providing BPs with the means and instrumentalities to violate the FTC Act. Pursuant to § 13(b) 

of the FTC Act, the FTC seeks injunctive relief as necessary to prevent consumer injury and 

violations of the FTC Act. The Court will address each Count in turn. 

A. Count 1: Pyramid Scheme

“The operation of a pyramid scheme constitutes an unfair or deceptive act or practice in 

or affecting commerce for the purposes of § 5(a).” FTC v. BurnLounge, Inc., 753 F.3d 878, 880 

(9th Cir. 2014). The FTC maintains that Neora is actively violating or is about to violate § 5 of 

the FTC Act by operating an illegal pyramid scheme, and asks the Court to enjoin Neora from 

operating as a multi-level marketing company. 

1. Legal Standard

In In re Koscot Interplanetary, Inc., et al., 86 F.T.C. 1106, 1975 WL 173318 (1975), the 

Federal Trade Commission established the Koscot test for determining what constitutes a 

pyramid scheme: 

Such schemes are characterized by the payment by participants of money to the

company in return for which they receive (1) the right to sell a product and (2) the 

right to receive in return for recruiting other participants into the program rewards 

which are unrelated to sale of the product to ultimate users. 

Id. at *60 (emphasis in original).

The second element of the Koscot test has been characterized as the sine qua non of a 

pyramid scheme. Webster v. Omnitrition Int’l, Inc., 79 F.3d 776, 781–82 (9th Cir. 1996) 

(adopting the Koscot standard). “[T]he presence of this second element, recruitment with 

rewards unrelated to product sales, is nothing more than an elaborate chain letter device in which 

individuals who pay a valuable consideration with the expectation of recouping it to some degree 

via recruitment are bound to be disappointed.” Koscot, 1975 WL 173318 at *60. 

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Unlike other courts, the Fifth Circuit has never expressly adopted the Koscot test to 

determine the existence of a pyramid scheme. Cf. Omnitrition, 79 F.3d at 781 (“We adopt the 

Koscot standard here . . . .”). Instead, the Fifth Circuit has acknowledged the two-part Koscot 

test only twice, in a pair of recent, related decisions.113 See Torres v. S.G.E. Mgmt., 805 F.3d 

145, 153–54 (5th Cir. 2015) (Torres I) (citing Omnitrition, 79 F.3d at 781–82), rev’d on other 

grounds, 838 F.3d 629 (5th Cir. 2016) (en banc) (Torres II). 

In Torres I, the Fifth Circuit panel vacated the district court’s decision certifying a class 

action for victims of an alleged pyramid scheme, brought under the Racketeer Influenced and 

Corrupt Organizations Act (“RICO”), 18 U.S.C. §§ 1961–68. 805 F.3d at 158–59. The panel 

held that decertification was appropriate because the plaintiffs would have to rely upon 

individualized proof of reliance as to the fraudulent conduct causing the plaintiffs’ injuries, i.e., 

that the plaintiffs relied on representations that the scheme was not, in fact, a pyramid scheme. 

Id. In doing so, the panel acknowledged the Koscot test, as explained by the Ninth Circuit in the 

earlier Webster v. Omnitrition International case. Id. at 153–54. 

The Fifth Circuit subsequently vacated the panel decision and heard the case en banc on a 

narrow issue: “whether the Plaintiffs may prove RICO causation through common proof such 

that individualized issues will not predominate at trial.” Torres II, 838 F.3d at 635. The en banc 

Fifth Circuit subsequently affirmed the district court’s certification decision, concluding that 

individual issues did not predominate because if it was proven at trial that defendants operated a 

fraudulent pyramid scheme, a jury may reasonably infer that the plaintiffs relied on the 

defendant’s implicit representation of legitimacy. Id. at 647. 

113 Note, however, that the Fifth Circuit has acknowledged the Koscot distributorship model in other contexts, albeit 

none of which addressed the merits of the Koscot formulation of its pyramid scheme test. See, e.g., F.T.C. v. Turner, 

609 F.2d 743, 744 (5th Cir. 1980); S.E.C. v. Koscot Interplanetary, Inc., 497 F.2d 473, 485 (5th Cir. 1974).

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In reaching this conclusion, the majority admitted that “[n]o clear line separates illegal 

pyramid schemes from legitimate multilevel marketing programs.” Id. at 639 (quoting United 

States v. Gold Unlimited, Inc., 177 F.3d 472, 475 (6th Cir. 1999)); cf. Torres II, 838 F.3d at 653–

54 (Jones, J., dissenting) (criticizing the majority for not providing additional guidance as to the 

meaning of “illegal pyramid scheme” beyond the Koscot definition). It did, however, discuss the 

FTC’s Koscot test, while providing some additional observations: 

By definition, a pyramid scheme operates by taking money from downline recruits 

. . . who will never recoup their payments, and funneling the money to those at the 

top of the pyramid. Such schemes depend on “there [being] Peters . . . to rob for the 

purpose of paying Paul.” Those who lose money in a pyramid scheme necessarily 

do so “by reason of” the fraud because the fraud is necessary to temporarily sustain 

the scheme, and ultimately causes the scheme’s collapse. And, those who profit 

from a fraudulent pyramid scheme make money only by virtue of the participation 

of downline investors . . . who lose money.

Torres II, 838 F.3d at 640. 

Moreover, the majority observed that “[w]hether a multi-level marketing program is 

fraudulent or legitimate depends on its internal structure.” Torres II, 838 F.3d at 643; see also 

BurnLounge, 753 F.3d at 883 (“To determine whether a MLM business is a pyramid, a court 

must look at how the MLM business operates in practice.”). 

The panel decision in Torres I was vacated on certification grounds, and the en banc 

decision did not address the panel’s characterization of a pyramid scheme; the Court thus finds 

the Torres I commentary about pyramid schemes to be relevant persuasive authority. In 

Torres I, the panel stated that “the primary factor in deciding whether a business is a pyramid 

scheme is whether the business focuses exclusively or almost exclusively on recruiting as 

opposed to sales.” 805 F.3d at 153 (emphasis in original). The panel also noted that a pyramid 

scheme can be distinguished from “the many types of businesses organized in a ‘pyramidshaped’ hierarchical structure,” and that “[a] true pyramid scheme, as that term is used here, 

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refers to a type of illegal and fraudulent activity, structured in a fashion that it ‘must eventually 

collapse.’” Id. 

Also relevant to the pyramid scheme inquiry are the FTC’s own published guidance 

regarding multi-level marketing companies. In January of 2004, the FTC issued an Advisory 

Opinion discussing, in part, the FTC’s “analysis of compensation based on personal consumption 

by members of a multi-level company’s sales force.” Ex. 114 (“2004 FTC Advisory Op.”) at 1. 

The FTC provided the following guidance: 

Much has been made of the personal or internal consumption issue in recent years. 

In fact, the amount of internal consumption in any multi-level compensation 

business does not determine whether or not the FTC will consider the plan a 

pyramid scheme. The critical question for the FTC is whether the revenues that 

primarily support the commissions paid to all participants are generated from 

purchases of goods and services that are not simply incidental to the purchase 

of the right to participate in a money-making venture.

A multi-level compensation system funded primarily by such non-incidental 

revenues does not depend on continual recruitment of new participants, and 

therefore, does not guarantee financial failure for the majority of participants. In 

contrast, a multi-level compensation system funded primarily by payments 

made for the right to participate in the venture is an illegal pyramid scheme.

Id. (emphasis added). 

The 2004 Advisory Opinion further distinguished an illegal pyramid scheme from a 

legitimate buyers club, which “confers the right to purchase goods and services at a discount” 

and is distinguishable from a pyramid scheme, in part, because “the purchase of goods and 

services is not merely incidentally to the right to participate in a money-making venture, but 

rather the very reason participants join the program.” Id. at 2. 

In January 2018, the FTC released a staff business guidance document, “Business 

Guidance Concerning Multi-Level Marketing.” Ex. 115 (“2018 FTC Guidance”). Although not 

legally binding, the guidance purported to “assist multi-level marketers” in applying core 

consumer protection principles to their businesses. Id. at 1. In the guidance, the FTC noted that 

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“[p]roduct that is purchased and consumed by participants to satisfy their own genuine product 

demand—as distinct from all product purchased by participants that is not resold—is not in itself 

indicative of a problematic MLM compensation structure,” and instead the analysis “involves a 

comprehensive analysis of a variety of factors.” Id. at 2. In doing so, the FTC affirmed its prior 

2004 Advisory Opinion, noting that “when evaluating the issue of participants’ internal 

consumption, the FTC staff is likely to consider, among other factors, both (i) whether features 

of the MLM’s compensation structure incentivize or encourage participants to purchase product 

for reasons other than satisfying genuine demand; and (ii) information bearing on whether 

purchases were in fact made to satisfy personal demand to consume the product.” Id. at 2–3. 

2. Analysis

The first element of the Koscot test, whether BPs pay money in exchange for the right to 

sell a product, is clearly met here; to enroll as a Neora BP and receive the right to sell Neora’s 

products, one must pay a minimum of $20 for an Enrollment Kit. Accordingly, the Court’s 

discussion will focus on the second element of the Koscot test—whether Neora BPs receive 

rewards for recruiting other participants, unrelated to the sale of product to ultimate users—

interpreted through the lens the Fifth Circuit’s guidance in Torres I and Torres II, and other 

relevant authority.

The Court begins with the Compensation Plan. The first four rewards or bonuses 

described in the Compensation Plan—Retail Sales, Personal Sales Commissions, PC First Order 

Bonus, and Personal PC Bonus—are based entirely on sales to PCs, and thus are unproblematic 

for Koscot purposes; the parties agree that PCs are considered ultimate end users, who purchase 

Neora product for personal use without the intent to resell. Likewise, the 3UR Free program 

requires only that the BP has at least three PCs with a minimum volume to earn the reward of 

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free product credit for the subsequent month; eligibility for this reward is also based solely on the 

sale of product to ultimate users. Eligibility for the Neora Gives Back program requires 

enrolling a PC or a BP, but at least on paper could feasibly be obtained solely by product sales to 

ultimate users. 

The remaining rewards under the Compensation Plan all require some recruitment 

element. Specifically, with the exception of the BP First Order Bonus, all rewards require that 

the BP reach or surpass the rank of Elite Brand Partner, which requires a minimum of three

“active legs” on his or her team, i.e., three recruited BPs. The Court assumes, for purposes of 

this analysis, that the right to receive these remaining rewards—the Team PC Bonus, the BP 

First Order Bonus, the Director Bonus, Team Commissions, the Lifestyle Bonus, the Luxury Car 

Bonus, Check Match, Leadership Bonus, and the NMD Generation Bonus—are earned by BPs in 

exchange for recruiting other participants into the program. See Koscot, 1975 WL 173318, at 

*60. The question thus becomes whether those rewards “are unrelated to sale of the product to 

ultimate users,” so as to make Neora’s Compensation Plan problematic under Koscot. Id. 

In concluding that Neora is operating as a pyramid scheme, Dr. Bosley—the FTC’s 

witness, and the only witness to testify in support of the FTC’s pyramid scheme claim—testified 

that these rewards are unrelated to ultimate user sales, relying on the rewards structure as defined 

by the Compensation Plan, Neora’s operational practices, including training materials, and an 

analysis of operational data. In the words of Dr. Bosley, these rewards are “locked” behind a 

recruitment threshold, such that no matter how many sales the BP makes, if he or she cannot 

make it past that recruitment threshold, the BP is not likely to earn any money through Neora.114 

114 Tr. 1-A at 60, 99; Tr. 1-B at 22 (“I find that [Neora] are operating as a pyramid scheme. The rewards are locked 

behind recruitment thresholds. You can arrive at those rewards without having any customer sales. You can purchase 

some of those rewards or fuel them with your own purchases. And the -- Again, the rewards for -- for retail and 

customer sales are incredibly low.”).

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Dr. Bosley further testified, based on review of operational data, that the vast majority of 

participants will lose money; she found 96% of the approximately 400,000 BPs that have been 

part of Neora have lost money.115 

Dr. Bosley testified that the FTC provided her with two legal assumptions for her work in 

this case, both taken from the Ninth Circuit’s decision in BurnLounge: first, that an ultimate user 

is limited to a person who would have purchased the product even if not for the business 

opportunity; and second, that rewards don’t have to be completely unrelated to ultimate user 

sales in order for something to be a pyramid scheme, i.e., that the existence of some sales to 

ultimate users for consumption does not prevent the plan from being an illegal pyramid 

scheme.116 Dr. Bosley also relied on her own third, uniform assumption: that BPs mainly 

purchase product in pursuit of the business opportunity, and thus none of BPs’ purchases for 

personal consumption qualify as sales to an ultimate end user.117 Put differently, Dr. Bosley—

and, by extension, the FTC—assumes that purchases by BPs are never ultimate user sales. 

The Court finds that Dr. Bosley’s third assumption is not supported by the evidence, and 

the FTC provides no other evidence to show that BP purchases should be uniformly treated not 

as sales to ultimate users. In addition, the Court finds that the FTC improperly discounts the 

significance of the large volume of sales to PCs when evaluating whether the recruitment-based 

rewards, discussed previously, are “unrelated to” sale of Neora product to ultimate users. For 

these reasons, the Court finds that the FTC has not established the second prong of the Koscot 

test, and concludes that Neora is not operating as an illegal pyramid scheme. 

115 Tr. 1-A at 60–61. 116 Tr. 1-A at 58–59; Ex. 622 ¶ 14. 117 Tr. 1-B at 47 (“I do assume when you are a Brand Partner, you are mainly purchasing product in pursuit of the 

business opportunity. . . . It is a uniform assumption, yes.”). In reaching this assumption, Dr. Bosley relied on her 

interpretation of the reward structure and incentives as laid out in the Compensation Plan. See Tr. 1-B at 38, 45–48.

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Regarding the first issue—that Dr. Bosley’s third assumption that BP purchases are not 

end user sales is unsupported by the evidence—the Court will use the BP First Order Bonus as 

an example. For this bonus, if a newly enrolled BP purchases product at enrollment, a 

percentage of that product purchase amount is paid to both the enrolling BP and the enrolling 

BP’s upline. For Koscot purposes, the relevant inquiry is whether this reward is “unrelated to the 

sale of the product to [an] ultimate user[],” i.e., whether the purchaser of the product (here, the 

newly enrolled BP) is an ultimate user. See 1975 WL 173318, at *60. Under Dr. Bosley’s 

assumption, the newly enrolled BP is assumed not to be an ultimate user; instead, the purchase is 

assumed to be for the business opportunity and not for personal consumption. Put differently, 

the FTC asks the Court to simply assume that an element of the Koscot test is met. 

However, the Court finds that Dr. Bosley’s assumption is not supported by the evidence. 

At trial, Defendants presented evidence that some BPs enroll without ever intending to pursue 

the business opportunity, and are instead savings seekers, looking to take advantage of the 

biggest product discounts that are available only to BPs. Defendants provided the LRW Survey, 

which reported that—for the admittedly small number of BPs who responded—the top reason for 

being a BP is to get discounts on product, either by getting a discount on products for personal 

use, or to earn free product. Evidence was also provided that PCs will convert to BPs in order to 

access the bigger discount; Dr. Vandaele, Defendants’ expert, calculated that in 2021, 30% of 

newly enrolled BPs had converted from being a PC. In addition, testimony was provided 

indicating that there are BPs who consistently buy product at levels below the threshold 

necessary to qualify for compensation, and thus their purchases cannot be made in pursuit of 

rewards under the Compensation Plan.118 Thus, returning to the BP First Order Bonus, the 

118 Tr. 6-A at 62.

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evidence suggests that a newly enrolled BP may be joining to pursue the business opportunity (as 

Dr. Bosley assumes), or may, for example, be joining as a savings seeker, to purchase Neora 

products for his or her own personal consumption with no intention of reselling the product. 

The distinction is material. For the purposes of the Koscot analysis in this case, the only 

relevant sales are purchases by BPs; sales to PCs and retail customers qualify as sales to ultimate 

users. Thus, the question of whether Neora is operating as a pyramid scheme hinges on whether 

sales to BPs are sales to ultimate users, and the FTC simply assumes that they are not. The Court 

by no means suggests that Defendants’ evidence is sufficient to predict or speak on the 

motivations of all BPs purchasing product from Neora; it is, however, sufficient to rebut Dr. 

Bosley’s assumption that no BPs purchase product for personal consumption. 

The FTC asks the Court to follow the district court’s decision in Vemma, which found 

that there was “no way to unbundle the [distributors’] intent to consume Vemma products as 

ultimate users from their desire to remain qualified for bonuses,” and adopted an assumption, 

also from Dr. Bosley, similar to the one presented here. See Fed. Trade Comm’n v. Vemma 

Nutrition Co., No. CV-15-01578-PHX-JJT, 2015 WL 11118111, at *4 (D. Ariz. Sept. 18, 2015) 

(“In all likelihood, Affiliates’ purchases of Vemma products are incidental to the right to qualify 

for and obtain bonuses.”). The district court further observed that a participant’s “intent in 

purchasing Vemma products must be viewed in light of Vemma’s program design as well as its 

training and marketing materials.” Id. 

The Court agrees with this general premise, but concludes it would be error to disregard 

or discount other relevant evidence as to BPs’ intent in purchasing Neora product, including their 

own self-reported motivations for being a BP through the LRW survey, anecdotal reports from 

Neora employees regarding “savings seekers” and BPs motivated by product discounts, and 

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motivations that can be inferred from the behavior of PCs converting to BPs and their associated 

spending habits. This evidence potentially lacks the statistical rigor necessary to speak 

confidently as to the purchase motivations for all, or even a majority, of Neora BPs, but besides 

Dr. Bosley’s assumption that all BP purchases are in pursuit of the business opportunity, the FTC 

provide no tangible evidence to the contrary. The failure to provide such evidence is contrary to 

the FTC’s own 2018 guidance, which observed that, when considering the issue of multi-level 

marketing participants’ internal consumption, the FTC is likely to consider “information bearing 

on whether purchases were in fact made to satisfy personal demand to consume the product.” 

See 2018 FTC Guidance at 2–3. 

Moreover, the Court notes that there is evidence the FTC could have provided, but did 

not, which could have supported its position. For example, the court in Vemma observed that 

“evidence that distributors purchase and consume product for the purpose of qualifying for 

recruitment incentives is evidence of a pyramid scheme.” 2015 WL 11118111, at *3. The FTC 

speculated that Neora BPs could be making such purchases, but provided no evidence to suggest 

that is the case for the majority of BPs so as to support Dr. Bosley’s assumption.

119 Instead, the 

FTC provided no evidence from actual BPs or participants, and made no effort to show that Dr. 

Bosley’s rigid theoretical opinions regarding BP purchasing motivations based on the 

Compensation Plan are borne out in reality.120 

119 For instance, as discussed in BurnLounge, the Ninth Circuit noted that evidence regarding distributor and nondistributor purchasing patterns was indicative of distributor motivations. 753 F.3d at 884–85. 120 For example, Dr. Bosley applied her “uniform assumption” to the example of a PC converting to a BP, even if the 

amount of product purchased did not change. Tr. 1-B at 47 (Q. So in your analysis, if in January they're buying 

product as a Preferred Customer and would be treated as an ultimate end user under your Koscot analysis, then in 

February, if they convert and become a Brand Partner, under your analysis, none of their purchases count as ultimate 

end users because now it's all business expense. A. Yes, I do assume when you are a Brand Partner, you are mainly 

purchasing product in pursuit of the business opportunity. Q. And that's true in your analysis even if the amount of 

product that they're purchasing doesn't change from their PC days to their BP days. A. It is a uniform assumption, 

yes.”). Dr. Bosley relied on her interpretation of the Compensation Plan and incentives set forth from the reward 

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The FTC criticizes as unreliable Defendants’ evidence that BPs enroll for access to 

discounts or to earn free product, particularly the LRW Survey. But the FTC makes no attempt 

of its own to unbundle BPs’ intent to consume Neora products as ultimate users from their 

motivation to participate in the business opportunity. The Court finds that there is a particularly 

compelling reason to do so here, given the evidence that there exists a legitimate and substantial 

consumer demand for Neora’s products, namely the fact that the vast majority of Neora’s 

product sales—between 75 to 80% of sales—are to PCs, who purchase Neora’s products with no 

incentives tethered to the Compensation Plan. 

The magnitude of sales of Neora’s products to non-BP consumers distinguishes this case 

from two cases relied on by the FTC, Vemma and the Ninth Circuit’s decision in BurnLounge. 

In Vemma, the “great majority of Vemma product sales”—in one year, 86% of sales—were to 

participants in the company’s business opportunity. 2015 WL 11118111, at *2–3. Here, the 

numbers are reversed; roughly 80% of sales are undisputedly to end users, while the remainder—

roughly 20% of sales—are to BPs. 

Similarly, the Ninth Circuit in BurnLounge emphasized the “sharp difference” in 

purchasing patterns between distributors and non-distributors as supporting evidence that the 

distributors in that case were motivated by rewards for recruitment, as opposed to product sales. 

753 F.3d at 884–85. There, distributors—called “Moguls”—maintained eligibility for cash 

rewards through sales of packages, and data showed that Moguls bought packages at much 

higher rates than non-Moguls. Id. at 885 (“If package purchases were driven by the value of the 

merchandise included in the packages rather than by the opportunity to earn cash rewards, one 

would expect to see comparable numbers of Moguls and non-Moguls buying the same 

structure in making her assumption; she did not interview any Neora BPs or conduct any surveys. Tr. 6-B (ECF No. 

324) at 89–90. 

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packages.”). That is not the case here, where sales of Neora’s product are primarily to PCs. In 

addition, once the company in BurnLounge stopped offering the ability to earn cash rewards, 

revenues plummeted, decreasing from approximately $475,000 to $11,000 from June to August 

of the same year; the Ninth Circuit found that the “dramatic decline in revenue . . . provides 

further evidence that the sale of BurnLounge packages was primarily directed at participants who 

were interested in the Mogul program, where it was possible to earn cash rewards.” Id. Here, 

where most Neora consumers do not participate in the Compensation Plan and are not eligible to 

earn rewards, there is no suggestion that eliminating the rewards program would result in a 

similar decline of revenues at such a precipitous rate. 

The FTC carries the burden to establish the Koscot test, and thus it is the FTC’s 

obligation to show that Dr. Bosley’s assumption applies, not Defendants’ burden to show it does 

not. Defendants have presented some evidence that BPs purchases are ultimate user sales, 

whereas the FTC provides only an assumption to the contrary and its cited cases are inapposite. 

Given that this second element of the Koscot analysis hinges on the determination of whether BP 

purchases are or are not ultimate user sales, the Court declines to adopt a claim-dispositive 

assumption in light of the evidentiary record to the contrary. Accordingly, the Court concludes 

that Dr. Bosley’s assumption that BP purchases never qualify as ultimate user sales to be 

unsupported by the evidence, and rejects it.121 

The FTC’s position is far less tenable in the absence of this assumption. In support of its 

claim that Neora operates as a pyramid scheme, the FTC points to Dr. Bosley’s calculation that 

121 In concluding thus, the Court is not suggesting that an opposite assumption, i.e., that all BP purchases are end-user 

purchases, is appropriate; there are clearly instances when a BP enrolls in the business opportunity and purchases

product to resell, not for personal consumption. Indeed, the evidence does not support either extreme assumption—

i.e., that all BP purchases are end-user purchases, or none. In addition, the Court recognizes that there may be other 

instances—such as the circumstances presented in Vemma or BurnLounge—where the assumption adopted by Dr. 

Bosley would be appropriate and reasonable. 

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96% of Neora BPs lose money and “walk away poorer than they started, having paid more into 

the company than they ever got out.”122 However, that statistic becomes less significant if one 

acknowledges that many BPs enroll in Neora without any intention of pursuing the business 

opportunity, and instead are only purchasing product for personal consumption at discount. Put 

differently, we may “walk away poorer than we started” after a trip to the grocery store, but 

because we obtained valuable goods or services in return for our money, that exchange is not 

characterized as a loss. Moreover, evidence was presented that, given the discounts, a BP may 

recoup the cost of the initial $20 Enrollment Kit after ordering at least $300 worth of product; for 

savings-seeker BPs, who would be purchasing the product regardless of the business opportunity, 

they recouped their payments through discounts, and thus suffered no loss.123 

The existence of these types of BPs weigh against the finding of a pyramid scheme, at 

least as it was characterized by the Fifth Circuit in Torres II. 838 F.3d at 640 (characterizing 

pyramid schemes as, by definition, “operat[ing] by taking money from downline recruits . . . who 

will never recoup their payments”). On this evidentiary record, it cannot simply be assumed that 

the 70% of Neora BPs who never made a sale or earned a commission are disappointed victims 

of an illegal pyramid scheme, simply because he or she never made a sale, recruited another BP, 

or earned a commission.

As stated, the FTC made no attempt to estimate or separate BPs’ purchases for personal 

consumption versus those in pursuit of the business opportunity, which would be necessary to 

determine the magnitude of the rewards that implicate Koscot: those unrelated to the sale of the 

122 Tr. 7 (ECF No. 325) at 22. 123 Moreover, given that the Product Packs available only to newly enrolling BPs include discounts that are otherwise 

unavailable, savings seekers BPs may also be purchasing Product Packs at enrollment to take advantage of the 

decreased prices; it would similarly be improper to characterize those purchases in this context as a “business 

expense.”

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product to ultimate users, i.e., purchases by BPs in pursuit of the business opportunity, either to 

resell or to maintain eligibility for rewards. Using PC purchases as a basis for comparison, Dr. 

Vandaele estimated that 90% of total product sales and 65% of BPs’ purchases in 2021 were for 

personal consumption, i.e., ultimate user sales. Thus, under Dr. Vandaele’s calculations, of sales

to BPs in 2021—consisting of 19% of Neora’s total product sales—only approximately 35% 

constitute non-ultimate user sales that implicate the second Koscot factor. 

In its FTC’s 2004 Advisory Opinion, the FTC acknowledged that internal product 

consumption by participants in a multi-level marketing business is not dispositive of whether the 

plan is a pyramid scheme; instead, the FTC stated that the “critical question” is whether revenues 

paying the commission to participants are generated from purchases of product “that are not 

simply incidental” to the purchase of the right to participate. See 2004 FTC Advisory Op. at 1. 

Here, no evidence was provided indicating that rewards or bonuses to BPs paid under the 

Compensation Plan are funded primarily by payments made by BPs for the right to participate in 

the venture, i.e., by the $20 Enrollment Kit fee paid to enroll as a BP, or starter Product Pack 

purchases by BPs in pursuit of the business opportunity. Nor did the FTC provide evidence 

suggesting that Neora is funded primarily by those payments. See id. (“[A] multi-level 

compensation system funded primarily by payments made for the right to participate in the 

venture is an illegal pyramid scheme.” (emphasis added)). As such, this is not the case where 

“[a]bsent sufficient sales of goods and services, the profits . . . hinge on nothing more than 

recruitment of new participants (i.e., fee payers) into the system.” Id. at 2. On the contrary, the 

evidence established that the vast majority of Neora’s revenues come from sales to PCs, i.e., end 

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users, suggesting there are sufficient sales of goods such that Neora’s profits do not hinge on the 

recruitment of new participants.124 

The magnitude of sales to PCs goes to the second fundamental issue with the FTC’s 

pyramid scheme theory, namely that it disregards the evidence that ultimate user sales are 

necessarily funding and driving the majority of rewards earned by BPs. Under the 

Compensation Plan, a BP earns no rewards or bonuses absent purchases by BPs or PCs in his or 

her downline, and because purchases by PCs constitute approximately 80% of Neora’s sales, it is

a reasonable inference, supported by the evidence, that those ultimate user sales are the primary 

source of sales that contribute to reward eligibility.125 Put differently, because there are a 

significant number of legitimate paying customers outside of the Compensation Plan’s 

incentives, the business does not depend on there being Peters to rob for the purpose of paying 

Paul, and there are not solely profits simply “by virtue of the participation of downline 

investors . . . who lose money.” See Torres II, 838 F.3d at 640.

In addition, although many of the rewards in the Compensation Plan are “locked behind” 

a wall that requires recruitment to unlock, many of those bonuses can—and the evidence 

suggests, do—rely at least partially on PC purchases. For instance, for August 2022, of the BPs 

who qualified for commissions (and thus were participating in the business opportunity), 8% had 

124 See, e.g., Tr. 5-A at 21–22, 28–29. In addition, the 2004 FTC Advisory Opinion’s discussion distinguishing illegal 

pyramid schemes from legitimate buyers clubs is also relevant in light of the evidence that some Neora BPs enroll in 

order to access larger product discounts or earn free product through 3UR Free and qualifying PC purchases. See 

2004 FTC Advisory Op. at 2 (distinguishing legitimate buyers’ clubs from pyramid schemes because “the purchase 

of goods and services is not merely incidental to the right to participate in a money-making venture, but rather the 

very reason participants join the program”). The Advisory Opinion further explains that a buyers’ club “confers the 

right to purchase goods and services at a discount,” and if “organized as a multi-level reward system, the purchase of 

goods and services by one’s downline could defray the cost of one’s own purchases.” Id. So too in Neora; the purchase 

of goods by a BP’s enrolled PCs can defray the costs of the BP’s own purchases through the 3UR Free program. Thus, 

although Neora is clearly not a buyers’ club in the formulation described in the Advisory Opinion—which discusses 

the club apportioning to its members volume-based discounts received from suppliers—the fact that Neora 

incorporates characteristics of buyers’ clubs that the FTC has previously indicated distinguish legitimate organizations 

from illegal pyramid schemes is instructive to the Court’s analysis. 125 Tr. 4-B at 30.

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9PCs, 5 to 6% of them had at least 6 PCs, and 32% of them received the 3UR Free bonus, which 

requires at least three PCs.126 In addition, each of the BP ranks contains a personal volume 

requirement that must be met to achieve that rank, but that requirement may be met solely 

through sales to PCs.127 Similarly, Dr. Vandaele calculated that in 2021, of the BPs who 

received commissions, 76% of them qualified as “active” with PC volume alone.128 Thus, 

although eligibility for those rewards is predicated on recruitment, it is simplistic to say that 

those rewards are wholly “unrelated” to ultimate user sales in practice, particularly here where 

PC sales vastly outnumber purchases made by BPs in pursuit of the business opportunity. See 

Whole Living, Inc. v. Tolman, 344 F. Supp. 2d 739, 745 (D. Utah 2004) (“[T]he fact that the right 

to receive a commission originates from sponsorship does not necessarily mean that all 

subsequent commissions are based primarily on recruitment.”). Instead, the consumer demand 

for Neora’s products, as evidenced by the high percentage of revenue from PC purchases, 

indicates that Neora is largely paying rewards and compensation to participating BPs based on 

ultimate user sales. See 2018 FTC Guidance at 2 (“[T]he law requires that an MLM pay 

compensation that is based on actual sales to real customers . . . .”).

The FTC does not meaningfully address the magnitude of purchases by PCs, arguing 

instead that the Court should disregard PC purchases because Koscot does not discuss revenues. 

ECF No. 331 at 13–14. For the same reason, the FTC contends that the Court need not consider 

the potential for the scheme’s “eventual collapse.” Id. But such an approach would effectively 

126 Tr. 4-A at 100–01. 127 Tr. 1-B at 78–79; 2021 Comp. Plan at 13. The Compensation Plan explains that, to satisfy the “personal activity” 

for each rank qualification, “[y]ou must either have SmartShop Volume (SSV) from a SmartShop order you are placing 

each month or have enough Personal Qualifying Volume (PQV), generated through purchases from your Retail 

Customers, Preferred Customers or your personal product purchases.” 2021 Comp. Plan at 13. 128 Ex. 1328; Demonstrative Ex. 1440F at 17. Admittedly, this calculation does not include the approximately 70% 

of BPs who never make a sale, but as discussed, the evidence suggests that group includes BPs whose purchases are 

ultimate user purchases, and thus are not problematic under Koscot. 

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end the pyramid scheme inquiry with a reading of the Compensation Plan and an evaluation of 

whether it is theoretically possible for a BP to earn recruitment-based rewards without 

individually making a single sale to an ultimate user. The Court refuses to slavishly look only to 

the Compensation Plan in isolation, with blinders on to the actual operational data and internal 

structure of Neora’s business. See Torres II, 838 F.3d at 643. 

Instead, the Court must look to how the business operates in practice. See BurnLounge, 

753 F.3d at 883; 2018 FTC Guidance at 2. The fact that 80% of revenues come from ultimate 

user sales weighs heavily against a finding that Neora focuses exclusively or almost exclusively 

on recruiting as opposed to sales. See Torres I, 805 F.3d at 153. It also suggests that Neora is 

not in danger of eventual collapse, because it does not appear to sustain itself entirely on BP 

purchases and thus does not depend on the continual recruitment of new BPs for its continued 

existence. See 2004 FTC Advisory Op. at 1. 

Moreover, Neora’s training materials and publications do not reveal that Neora is 

emphasizing recruiting at the expense of sales or BP development. 129 In making this conclusion, 

the Court is not blindly counting documents or words, but instead evaluating the materials before 

it holistically to see whether Neora primarily encourages its BPs to pursue recruitment of BPs in 

lieu of sales. Review of the representative materials available to the Court—including Neora’s

trainings, product guides and brochures, marketing materials, and selling guidance—reveals that, 

although Neora does reference recruitment and provide training on its Compensation Plan and 

129 The Court notes the Compensation Plan and other Neora materials at times use the terms “enroll” and “recruit” in 

the context of signing up new PCs, as well as new BPs. See, e.g., Tr. 1-B at 68–69. Thus, evaluating Neora’s 

publications and trainings for an overemphasis on “recruitment” as a proxy to determining whether Neora is operating 

as an illegal pyramid scheme is of minimal probative value given that, in this context, “recruitment” can also refer to 

making customer sales by enrolling new PCs. 

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how to advance within it, recruitment of new BPs is not overemphasized in such a way so as to 

suggest that it is the business’s primary focus.130

In sum, the Court concludes that the FTC has not established the second element of the 

Koscot test. As a result, Neora is not operating as an illegal pyramid scheme, and accordingly, 

Defendants are not violating § 5 of the FTC Act on this basis. 

B. Counts 2–4: Income and Product Claims

The FTC argues that Defendants are violating § 5(a) of the FTC Act by making deceptive 

representations that Neora BPs are likely to earn a substantial income (Count Two), and making 

misleading or unsubstantiated health claims about EHT (Counts Three and Four). The FTC 

contends that, for purposes of both the income and product claims, Defendants are legally 

responsible for misrepresentations by BPs, on the grounds that BPs are Defendants’ agents. ECF 

No. 331. Thus, a threshold issue for Counts Two, Three, and Four is whether BPs are 

Defendants’ agents, such that Defendants are liable for BPs’ representations. 

1. Preliminary Issue: Agency

The FTC argues that BPs should be considered Defendants’ agents as a matter of law. 

However, the existence of an agency relationship is a question of fact. See, e.g., Exela Enter. 

Sols., Inc. v. Nat’l Lab. Rels. Bd., 32 F.4th 436, 446 (5th Cir. 2022); Equilease Corp. v. M/V

Sampson, 756 F.2d 357, 363 (5th Cir. 1985), on reh’g, 793 F.2d 598 (5th Cir. 1986). As the 

130 For example, the Neora Rhythm: The Slight Edges + Ten Core Commandments booklet, which is made available 

to BPs and contains Olson’s philosophy for achieving success, includes “Neora’s 10 Core Commitments” and 

“Neora’s 10 Core Values.” Ex. 622; Tr. 3-A at 14–18. During trial, the FTC pointed out language in this document 

stating, “The first step to launching a successful Neora business is to advance in rank to Elite Brand Partner.” Ex. 622 

at 20. However, reviewing the entire exhibit reveals that recruitment is not the focus of the publication, or even a 

significant discussion point. For instance, recruitment or team building does not appear in any of Neora’s 10 Core 

Values or 10 Core Commitments. E.g., id. at 12–13 (“1. Be Real. . . 2. Be Determined. . . . .”); id. at 15–16 

(“1. Complete New Brand Partner Training. . . . 2. Two Exposures a Day, Five Days a Week. . . . 3. Share the 

Products. . . . .”). Thus, although it is certainly possible to find references to recruitment and building one’s team 

through Neora’s various publications, trainings, and materials, including its copious trainings on the Compensation 

Plan, recruitment is not emphasized to an extent that it dominates, or even features heavily, above all other topics. 

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party asserting an agency relationship, the FTC has the burden of proving it exists. Wood v. 

Holiday Inns, Inc., 508 F.2d 167, 173 (5th Cir. 1975).

An agency relationship exists when an individual has either actual authority or apparent 

authority to act on behalf of another. Under federal common law, to determine whether actual 

authority exists, courts examine “the principal’s control over the agent” and the “parties’ consent 

to the agent’s acting on the principal’s behalf.” Christiana Trust v. Riddle, 911 F.3d 799, 803 

(5th Cir. 2018) (citing Restatement (3d) of Agency § 1.01 (2006)). “An essential element of 

agency is the principal’s right to control the agent’s actions,” and “[t]he power to give interim 

instructions distinguishes principals in agency relationships from those who contract to receive 

services provided by persons who are not agents.” Restatement (Third) of Agency § 1.01. 

In addition, “[a]pparent authority holds a principal accountable for the results of thirdparty beliefs about an actor’s authority to act as an agent when the belief is reasonable and is 

traceable to a manifestation of the principal.” Id. § 2.03. Whether a reasonable third party 

would believe the agent had authority to do a particular act, and whether that belief is traceable 

to a manifestation of the principal, are questions of fact. Id. Statements by the agent alone do 

not create apparent authority unless the agent’s conduct has been directed by the principal. Id.

The Court concludes that there is insufficient evidence of an agency relationship between 

BPs and Defendants—whether actual or apparent agency—to hold Defendants responsible for 

any representations Neora’s BPs are alleged to have made.

The FTC argues that Defendants control BPs by approving applications, disciplining and 

terminating BPs, prohibiting BPs from selling competing products, and restricting BPs to using 

only approved marketing materials. However, evidence was presented that Neora does not 

control and has no right to control how much BPs work (if at all), how much they spend on their 

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pursuit of the business opportunity, or how they exercise their choice of work activities.131 

Indeed, the Court finds that the fact BPs may elect to completely forgo the business opportunity 

and not participate at all is significant; Neora has no ability to enforce performance, let alone 

mandate how and when BPs conduct sales. Thus, although Neora provides guidelines and 

instructions to BPs on how to conduct their businesses in a legally compliant manner, it cannot 

control whether, how, or when BPs choose to conduct business, weighing against a finding of 

control. See Cardinal Health Sols., Inc. v. Valley Baptist Med. Ctr., 643 F. Supp. 2d 883, 889 

(S.D. Tex. 2008) (“[T]he right of control . . . includes the power to set tasks and to dictate the 

means and details of the agent’s work to accomplish those tasks . . . .” (emphasis added)); 

Restatement (Third) of Agency § 1.01 (“[S]etting standards in an agreement for acceptable 

service quality does not of itself create a right of control.”). 

In addition, the FTC does not discuss the consent element, and thus has not established 

that Defendants consented to BPs acting as their agents, or vice versa; the P&Ps specify that a 

BP is not an agent of Neora and has no authority to bind Neora to any obligation. Id. § 1.02 

(“An agreement between or among parties may positively characterize their relationship as one 

of agency or assert a negation of agency.”). BPs must agree to the P&Ps to enroll with Neora, 

and must agree to any updates or amendments to Neora’s policies to continue being BPs.

132

In support of its theory that BPs have apparent authority, the FTC argues that Defendants 

hold BPs out publicly as their sales force and require consumers to make purchases through 

them, and thus “[a]ny reasonable customer interacting with a Brand Partner would believe that 

the Brand Partner was speaking as a representative of Neora.”133 However, the FTC relies solely 

131 Tr. 3-A at 107; Tr. 6-A at 54–55. 132 2021 P&Ps (Ex. 1423) § 1.11; Tr. 3-B at 120–21, 128. 133 Tr. 1-A at 25–26; ECF No. 331 at 26–27. 

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on attorney argument for support of this position, and as a result, there is not sufficient evidence 

in the record from which the Court could conclude what BPs’ customers believe about BPs’

authority vis-à-vis Neora, and whether that belief is based solely on the statements or conduct of 

BPs, or if it is traceable to a manifestation of Neora. See id. § 2.03. For Defendant Olson 

individually, the record is particularly thin; there is no evidence indicating that a customer would 

reasonably believe that any given Neora BP has the apparent authority to bind Olson personally, 

either individually or in his capacity as CEO, let alone any manifestation by him traceable to that 

belief. 

The record contains numerous examples of statements by BPs—in the form of video 

trainings and social media posts—but as statements by the purported agents, this evidence alone 

cannot support a finding of apparent agency. Moreover, the fact that BPs sold Neora product 

does not qualify as a manifestation of Neora’s intent. Id. § 3.03 (“The fact that one party 

performs a service that facilitates the other’s business does not constitute such a manifestation.”). 

And although the FTC points to numerous cases finding an agency relationship in 

circumstances partially resembling these, the issue is a question of fact, and the FTC cannot 

sidestep its evidentiary burden simply by asking the Court to follow other cases. Moreover, as 

discussed, Neora permits its BPs considerable flexibility in conducting their businesses, if they 

choose to do so at all; the record does not contain sufficient evidence suggesting that all BPs 

conduct their business in similar enough ways as to support the Court making a global 

pronouncement of apparent authority.134

134 For instance, the FTC could have—but did not—argue that only select BPs have apparent authority to act on behalf 

of Neora, such as the high-ranking BPs who regularly appeared in Neora-produced videos and onstage at Neora’s Get 

Real conferences. 

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For the foregoing reasons, the Court concludes that the FTC has not carried its burden in 

establishing that Neora BPs acted with actual or apparent authority on behalf of Neora, and thus 

has not shown that BPs are not Neora’s agents. As a result, the Court will consider only 

Defendants’ statements for purposes of the FTC’s income and product claims. 

2. Income Claim

The FTC argues that Defendants are violating § 5(a) of the FTC Act by making deceptive 

representations that consumers who become BPs are likely to earn substantial income. 

A representation is “deceptive” under Section 5(a) when: (1) there was a representation, 

omission or practice (2) that was likely to mislead customers acting reasonably under the 

circumstances, and (3) the representation, omission or practice was material. See FTC v. Gill, 

265 F.3d 944, 950 (9th Cir. 2001); see also In re Cliffdale Assocs., Inc., 103 F.T.C. 110, 164-65 

(1984). Such representations may be express or implied. FTC v. Figgie Int’l, Inc., 994 F.2d 595, 

604 (9th Cir. 1993). 

A representation, omission or practice is material if it “involves information that is 

important to consumers and, hence, likely to affect their choice of, or conduct regarding, a 

product.” FTC v. Cyberspace.com, LLC, 453 F.3d 1196, 1201 (9th Cir. 2006). 

“Misrepresentations concerning anticipated income from a business opportunity generally are 

material and likely to mislead consumers because such misrepresentations strike at the heart of a 

consumer’s purchasing decision.” FTC v. Freecom Comm’cns, Inc., 401 F.3d 1192, 1203 (10th 

Cir. 2005). This includes “ma[king] deceptive use of unusual earnings realized only by a few.” 

Nat’l Dynamics Corp. v. FTC, 492 F.2d 1333, 1335 (2d Cir. 1974).

Courts examine the overall “net impression” created by the challenged representation. 

FTC v. E.M.A. Nationwide, Inc.,767 F.3d 611, 631–32 (6th Cir. 2014); Vemma, 2015 WL 

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11118111, at *6. The use of a disclaimer may not inoculate the harm of a misrepresentation if, 

despite the disclaimer, the consumer may reasonably believe that a statement of unusual earning 

potential represents typical earnings. See Vemma, 2015 WL 11118111, at *6; see also 

Removatron Int’l Corp. v. F.T.C., 884 F.2d 1489, 1497 (1st Cir. 1989) (“Disclaimers or 

qualifications . . . are not adequate to avoid liability unless they are sufficiently prominent and 

unambiguous to change the apparent meaning of the claims and to leave an accurate 

impression.”). 

The FTC argues that Defendants have previously represented and are representing that 

consumers can make a substantial income by joining the Neora business opportunity. For 

support, the FTC points to various Neora videos, audio recordings, magazines, live presentations, 

and social media posts, including videos and photos with high-earning BPs holding oversized 

checks, showing off luxury cars earned through the business opportunity, emphasizing the 

potential to earn multi-thousand-dollar “Live Better Bonuses,” and celebrating the lifestyles of 

high-earning BPs through videos and publications like the Success from Home magazine.135 

Because it is undisputed that most Neora BPs earn nothing, the FTC contends that these 

135 As discussed, the FTC has not established that BPs are Defendants’ agents, and thus the Court disregards statements 

or representations by BPs in evaluating whether Defendants have violated § 5 of the FTC Act by making misleading 

representations regarding BPs’ potential income. However, even if BPs are considered Defendants’ agents for 

purposes of the income and product claims, the Court concludes that there is no basis to impose liability on Defendants 

for statements by BPs in light of a rigorous compliance program and proactive efforts Defendants take to curb 

problematic statements by BPs through training efforts, approved marketing materials, and enforcement of the relevant 

policies in the P&Ps. E.g., 2021 P&Ps (Ex. 1423) §§ 3.04, 7.05–.06, 9.24, 12. In its own Endorsement Guide, the 

FTC recognized that it is “unrealistic” for an organization to be aware of every statement made by individuals

participating in a marketing network, and emphasized the significance of a reasonable training, monitoring, and 

compliance program in addressing those harms. Ex. 1425 at 18. The record is replete with efforts by Defendants to 

train BPs on appropriate and inappropriate income and product claims, provide compliant marketing materials and 

guidance, and to institute a proactive compliance program to monitor, find, remediate, and remove non-compliant 

statements by BPs. The FTC identifies no specific defects and blind spots in Defendants’ compliance program, and 

the Court agrees with the FTC’s own guidance that expecting Defendants to have immediate, complete knowledge of 

every problematic statement made by Neora BPs globally is unrealistic. Accordingly, the Court finds that enjoining 

Defendants and Neora’s BPs from making misleading income and product claims would have no effect beyond that 

which is already being achieved through Defendants’ robust and reasonable compliance program, and thus an 

injunction is not warranted. 

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representations about potential business income are both misleading and material, and thus 

violate § 5.

The Court agrees with the FTC that some of its examples of income-based statements by 

Neora are problematic and misleading as to the amount of money typically earned by a Neora 

BP, and lack any curative disclaimers or qualifiers. However, in arguing that Defendants are 

making misleading income statements, the FTC primarily relies on evidence that is, in the 

Court’s view, somewhat stale in light of other evidence reflective of Neora’s recent operational 

practices. Such evidence includes exhibits that reflect the Nerium brand, and thus predate the 

2019 rebranding to Neora,

136 or reference discontinued programs or rewards.137

The FTC does point to examples of alleged misrepresentations made by Defendants from 

2019 and 2020, including two marketing videos, including one named “Better with Neora,” 

Olson’s Neora Rhythm book, a 2020 “Jumpstart Roadshow” training presentation for BPs, and a 

2019 Neora blog post on the “Million Dollar Club” of top earners. In contrast to the earlier 

examples, however, statements regarding earning potential in these marketing videos are 

accompanied by a prominent disclaimer stating, in part, that Neora “does not guarantee any level 

of income for any Brand Partner,” and “[t]he actual income of Neora Brand Partners varies,” and

directing the viewer to a URL to access Neora’s full Income Disclosure Statement.138

136 See, e.g., Exs. 30 (2016 Success from Home Magazine), 186 (2015 Success from Home Magazine), 443, 621 (2016 

Nerium Success Report), 708 (2014), 834 (2016), 835 (2016), 846–47 (2017), 854 (2017), 857 (2015), 865 (2016), 

875 (2014); see also Tr. 3-A at 44. In addition, the record contains, and the FTC points to, numerous examples of 

videos featuring former BPs Mark and Tammy Smith, including lifestyle videos showing off cars and homes earned 

through their business with Nerium, “top earners” celebratory videos, training videos, Nerium University 

presentations, and weekly calls. See, e.g., Exs. 715, 717–19, 722, 724–25, 730–32, 829, 842 (2013), 843 (2013), 851 

(2016), 853 (2014), 856 (2016), 867, 881 (2016), 900. Mark and Tammy Smith left Nerium in early 2018, and thus 

any materials featuring them necessarily do not reflect Neora’s current business practices. Tr. 5-B at 8. 137 See, e.g., Ex. 444 (describing Nerium’s Young Entrepreneur Program, through which BPs could earn iPads); Tr. 

6-A at 20–21 (explaining that the Young Entrepreneur Program was discontinued by 2016). 138 See Exs. 830, 849. 

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The fact that the FTC relies primarily on older examples of alleged misrepresentations is 

significant. Earlier in this case, the Court observed that “allegations of past conduct can give rise 

to a reasonable inference of current or future violations, either in conjunction with other 

circumstances or where the past violations are extensive.” Fed. Trade Comm’n v. Neora LLC, 

552 F. Supp. 3d 628, 637 (N.D. Tex. 2021). In addition, the Court recognized the following 

factors to consider when deciding whether to issue an injunction based on past violations of the 

law: 

[T]he egregiousness of the defendant’s actions, the isolated or recurrent nature of 

the infraction, the degree of scienter involved, the sincerity of the defendant’s 

assurances against future violations, the defendant’s recognition of the wrongful 

nature of his conduct, and the likelihood that the defendant’s occupation will 

present opportunities for future violations.

Id. at 637–38 (quoting United States v. Cornerstone Wealth Corp., 549 F. Supp. 2d 811, 816

(N.D. Tex. 2008)).

Thus, although proof of past violations can be relevant to whether an actor “is violating, 

or is about to violate” the FTC Act, for purposes of awarding injunctive relief, the probative 

value of these older Neora statements decreases in light of other evidence presented at trial 

indicating that Neora has updated and revised its policies regarding permissible income and 

income-related representations in its messaging. For example, Neora employees testified that 

Neora no longer describes BPs earning full-time income, and avoids using dollar amounts or 

terms such as “millionaires’ club,” “financial freedom,” “residual” or “dream” income, or 

“dream lifestyle.”139 Instead, Neora now advertises earnings potential through the business 

opportunity as “modest supplemental income,” and consistently uses income disclaimers on its 

materials.140 Since 2016, Neora has stopped using oversized checks to recognize high-earning 

139 Tr. 4-B at 18–20; Tr. 6-A at 36. 140 Tr. 3-A at 32, 83; Tr. 4-B at 15–16, 19–20; Ex. 1462 at 2 (Field Compliance Guide).

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BPs, and has stopped using testimonials, lifestyle claims, and success stories, including those 

promulgated in the Success from Home magazines.141 

Moreover, Neora employees and Olson testified that these changes were adopted to align 

Neora’s practices to signals and suggestions from the FTC regarding permissible and 

impermissible income claims, and to conform with guidance and suggestions from the Direct 

Selling Self-Regulatory Council, a self-regulatory body.

142 The Court notes the FTC has not yet 

promulgated a formal rulemaking providing guidelines as to how direct selling companies may 

describe earnings or income opportunities without running afoul of § 5. 

With that context, the Court concludes that the FTC has not established that Defendants 

are violating or are about to violate § 5(a) of the FTC Act by making deceptive income claims,

and the Cornerstone Wealth factors do not justify issuing an injunction based on Defendants’ 

past violations of the law. See 549 F. Supp. 2d at 816. Specifically, the Court finds that the 

passage of time, coupled with Defendants’ recognition of and explanation for the prior 

infractions and associated changes to Neora’s practices—namely, lack of FTC guidance on 

permissible income statements, and prompt adjustments to Neora’s practices when “tea leaves” 

from the FTC materialize—renders any Nerium-era misrepresentations largely irrelevant when 

assessing whether Neora is currently violating the Act. Instead, the evidence at trial establishes 

that Defendants aspire to abide by the law regarding permissible income claims, and in the 

absence of clear guidelines on what the law is, have revisited and revised their practices over 

time.

The more recent alleged misrepresentations pointed to by the FTC are lesser in number

and do not justify an injunction. The FTC takes issue with Olson’s description of his nickname 

141 Tr. 3-A at 82–86; Tr. 4-B at 21. 142 Tr. 3-A at 77–79, 83, 85–86; Tr. 4-B at 15–22.

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“The Millionaire Maker” in his Neora Rhythm book, but the net impression of the cited passage 

admits that those types of results are atypical; indeed, Olson states in the same paragraph that 

“the great majority of people [he has worked with]—who have been offered exactly the same 

opportunities—have gone nowhere.”143 Moreover, the more recent 2020 marketing videos 

contain more tempered descriptions of potential earnings—namely, descriptions like “successful 

business,” “added security,” and “extra income for your kids’ activities,” rather than specific 

dollar amounts—accompanied by large, clear disclaimers. No evidence was provided that, 

despite those disclaimers, a consumer might reasonably believe that those marketing videos 

promise the potential for significant earnings or a lavish lifestyle. See Vemma, 2015 WL 

11118111, at *6.

The Court concludes that there is insufficient evidence that Neora or Olson are making or 

recently made extensive and routine misrepresentations about the likelihood that a BP would 

make substantial income. In the absence of any violations of § 5, the FTC’s requested injunction 

on these grounds is unnecessary. 

3. Counts 3 and 4: Product Claims (EHT)

In Count 3, the FTC asserts that Neora violated §§ 5(a) and 12 of the FTC Act by making 

misrepresentations about the efficacy of EHT—namely, claiming that EHT and/or Neora EHT 

prevent, reduce the risk of, or treat CTE, concussions, Alzheimer’s disease, or Parkinson’s 

disease. In Count 4, the FTC maintains that Defendants violated §§ 5(a) and 12 of the FTC Act 

by making claims misrepresenting that the effectiveness of EHT and/or Neora EHT has been 

scientifically established. Count 3’s efficacy claim and Count 4’s establishment claim are both

143 Ex. 629 at 9. 

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evaluated under the same “net impression” standard applicable to Count 2. POM Wonderful, 

LLC, v. FTC, 777 F.3d 478, 490 (D.C. Cir. 2015).

The FTC contends that Defendants claim EHT is scientifically proven to prevent and 

treat concussions, CTE, Alzheimer’s disease, and Parkinson’s disease. As evidence of recent 

violations, the FTC relies exclusively on statements posted on social media by Neora BPs, 

associating EHT with CTE, Alzheimer’s, and other diseases.

144 However, as discussed, the FTC 

has not established that Defendants are liable for BPs’ misrepresentations. 

The FTC’s remaining evidence consists of misrepresentations made by Signum in 

connection with the ME Sports product, including on the ME Sports website, and the Stocks’ 

problematic statements at the April and September 2015 Get Real Conferences. However, none 

of the ME Sports materials have been used since 2015, no one at Nerium helped or contributed to 

the ME Sports websites or marketing materials, and the FTC concedes that the Stocks are not 

Defendants’ agents.

145 Admittedly, the Stocks made improper efficacy claims at the April and 

September 2015 Get Real Conferences, but the evidence presented at trial indicates that, prior to 

the conferences, Defendants instructed the Stocks not to make medical claims on stage,

responded with appropriate compliance messaging regarding appropriate statements to make 

about EHT after the fact, and took steps to avoid such statements happening again, including by 

preventing Dr. Stock from making any other live presentations sponsored by Neora.

146 

Moreover, the FTC does not point to anything objectionable in Neora’s current materials

regarding EHT, including the packaging, messaging, or training to BPs on appropriate product 

claims. 

144 Exs. 739–824, 877, 920, 920–41; Tr. 1-B at 85–88. 145 Tr. 2 at 58, 64–66, 68; ECF No. 285 at 6. 146 Tr. 3-A at 116–19.

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In sum, the FTC seeks an order preventing Defendants from claiming that their products 

cure, treat, or prevent human disease. There is no evidence before the Court that Defendants are 

currently making such claims, or are likely to do so in the future. AMG Cap. Mgmt., 141 S. Ct. 

at 1348 (§ 13(b) “focuses upon relief that is prospective, not retrospective”). Accordingly, the 

FTC’s request for an injunction on these grounds is denied. 

C. Means and Instrumentalities Claim

The FTC asserts that the defendants violated sections 5(a) and 12 of the Act through 

furnishing consumers with the “means and instrumentalities” to mislead others—namely, by 

disseminating materials misrepresenting: (a) BPs’ ability to earn substantial income from 

participating in Neora’s business opportunity (Count II); or (b) the efficacy and scientific basis of 

EHT and/or Neora EHT (Counts III and IV).

“Those who put into the hands of others the means by which they mislead the public, are 

themselves guilty of a violation of Section 5 of the [FTC] Act.” Waltham Watch Co. v. FTC, 318 

F.2d 28, 32 (7th Cir. 1963); Vemma, 2015 WL 11118111, at *7 (evidence presented that Vemma 

“provides the ‘means and instrumentalities’ for Affiliates to deceive consumers by providing 

them with promotional, recruiting and training materials containing false or misleading income 

representations”). 

The FTC contends that Defendants have created and promulgated deceptive marketing 

and training materials about the earnings potential of Neora’s business opportunity and about 

EHT and EHT products, and has provided BPs with those alleged deceptive materials, who could 

use them to mislead. 

First, regarding EHT and Neora’s EHT products, the FTC has identified no deceptive 

marketing and training materials created or promulgated by Defendants that are misleading or 

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misrepresent the efficacy or scientific basis for statements made in connection with EHT. The 

FTC identifies nothing problematic with the EHT Brain Formula packaging, marketing, product 

guides, or brochures created by Neora, nor the product disclosures that Neora trains its BPs to 

use on social media posts when discussing wellness products. Accordingly, Defendants do not 

provide BPs with the “means and instrumentalities” to deceive consumers about EHT. 

So too for the earnings potential of Neora’s business opportunity. As with EHT, the 

P&Ps provide clear guardrails regarding permissible income statements that BPs must abide by 

or face discipline and termination, and Defendants provide training, guides, approved marketing, 

disclosure statements, and suggested language to BPs—including in publications like the Field 

Compliance Guide—that give BPs direction on how to discuss income and earnings compliantly. 

These materials are comprehensive; the Field Compliance Guide, as discussed, contains sample 

social media posts showing how disclaimer language must feature prominently and in close 

proximity to the income statement. The record also reflects that this training is continually 

reinforced and circulated to BPs, including through Compliance Corner updates and when the 

Neora Compliance Department contacts BPs to address noncompliant posts.

The FTC does not appear to challenge Neora’s income disclosure statements, or its 

requirement that BPs include such disclaimers in statements purporting to make an income 

claim. Nor does the FTC quibble with Defendants compliance materials giving guidance on 

what constitutes an income claim. Instead, the FTC focuses on three pieces of evidence: a 2020 

JumpStart Roadshow training for BPs, Olson’s Neora Rhythm book, and the 2020 Better with 

Neora marketing video. ECF No. 331 at 10. However, as discussed, the Court has evaluated 

Neora Rhythm and the Better with Neora marketing video, and concludes that the net impression 

gleaned from those materials is not misrepresentative and does not violate § 5; thus, encouraging 

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BPs to use such materials in pursuing their business likewise does not violate § 5. Regarding the 

JumpStart Roadshow presentation, testimony was provided that this presentation was an internal 

training for already-enrolled BPs hoping to expand their teams.

147 Although the FTC correctly 

points out that the presentation recites statements about $100 to $10,000 monthly income, that 

slide is accompanied by an income disclaimer statement and recitation of typical BP earnings.148 

The presentation does not encourage or direct BPs to advertise or recruit the Neora business 

opportunity based on such income figures, and the overall context of the presentation suggests 

that the reference to supplemental income is part of an overall goal-setting exercise.149 Indeed, 

the presentation later reminds the audience not to make income claims or overpromise.150

Overall, the evidence at trial does not establish that Defendants provided BPs with the 

means and instrumentalities to deceive consumers. On the contrary, the record reflects a 

concerted and consistent effort for Defendants to inform and train BPs with the tools and 

knowledge to sell Neora products without making misleading income or product statements, and 

to find and correct missteps as they happened. Accordingly, the Court finds no violation of § 5 

of the FTC on a means and instrumentalities theory. 

IV. CONCLUSION

For the foregoing reasons, the Court ORDERS that all of Plaintiff Federal Trade 

Commission’s requests for relief in this case, including its request for injunctive relief, are 

DENIED. Judgment for Defendants Neora, LLC and Jeffrey Olson is GRANTED. The Court 

will issue a separate Final Judgment.

147 Ex. 544; Tr. 6-A at 31–34. 148 Ex. 544 at 11; Tr. 6-A at 31–34. 149 E.g., Ex. 544 at 23 (“What rank do I want to achieve and when? What income per month do I want to achieve and 

when? What activities am I going to commit to achieve these goals?”). 150 Ex. 544 at 28.

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SO ORDERED.

September 28, 2023.

BARBARA M. G. LYNN

SENIOR UNITED STATES DISTRICT JUDGE

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