Policies and Procedures
The Policies and Procedures of Uniteambuiler.com contained herein were established to explain and define the rights and responsibilities of Uniteambuiler.com and its Independent Members. Each independent Member agrees, without reservation, to all the terms and conditions contained herein and holds Uniteambuiler.com free from any and all liability that may result from this agreement between the Independent Representative and Uniteambuiler.com.
CODE OF CONDUCT DECLARATION
Uniteambuiler.com (subsequently referred to as the “Company”) has established the following code of conduct to guide the appropriate, efficient and ethical operation of the Company. We require our Members and Customers to abide by the letter and spirit of this code that forms our contract with all registered parties of Uniteambuiler.com. 1. Member Obligation. Uniteambuiler.com Members will: a. Conduct themselves in an ethical and professional manner; e. Be truthful in my representation of the Products and will make no Product claim that is not approved by and/or supported by official Company publications; f. Comply with applicable consumer protection laws and regulations; g. Maintain current and accurate information concerning the address, phone number, email, social security number, method of payment, and any other data on their file. Uniteambuiler.com Members will not: a. Engage in deceptive, unlawful, or unethical business or recruiting practices; b. Engage in high-pressure selling or recruiting practices; c. Make misleading sales claims or guarantees concerning the company’s products; d. Make misleading claims or guarantees concerning potential earnings; e. Sponsor or enroll minors or persons who are not capable of making an informed decision; f. Conduct business activities in countries other than those approved by Uniteambuiler.com; g. Purchase Business Volume on another Member or Customer’s account to qualify for any bonus or commission; or h. Seek in any way to violate or circumvent Uniteambuiler.com policies. i. Provide, distribute or promote adult content.
Section 1 Becoming a Member
A. Age of Majority. In order to become a Member, all Applicants must have reached the age of majority, usually eighteen (18) years of age, in the jurisdiction in which they reside. B. A new Member is authorized by the Company to exercise Member Rights and operate a Membership when he or she joins as a Member by submitting the required fields of information on any of the join pages of the website or upgrades membership from Preferred Customer to Member on the website, and agrees to these Policies and Procedures. C. The right to accept or renew any Member Agreement remains solely with the Company. D. A Member may be required to provide the Company with proof of residency, work authorizations, and ability to legally conduct business in the country in which they are conducting business. E. Members are not required to purchase product themselves, however in order to remain active and qualify to earn commissions, must maintain a minimum of 30BV in personal volume each calendar month. This can be achieved either by a personal purchase or by retailing the product to another individual. Failure to maintain this requirement may result in account being terminated. F. Business Entities. If the Member is a Business Entity, the Applicant may also be required to provide an Identification Number for the Business Entity, and a Statement of Beneficial Interest, which must include the signature and Identification Number or other personal identification number of every Person having a Beneficial Interest in the Business Entity. To verify the form of the Business Entity, Beneficial Interest holders, and authorized signatories, the Company may require, at any time, the Applicant to submit a copy of its articles of organization, articles of incorporation or other charter documentation. G. Identification Number. For tax reporting (where required) and identification purposes (where permitted by law), the Company requires Applicants to provide the Identification Number or other personal identification number. Failure to provide this number may result in rejection of the Application or cancellation of the Membership or commissions withheld. H. Inaccurate Information. If the Company determines that the Member Agreement or the Statement of Beneficial Interest contains inaccurate or false information, it may immediately terminate a Membership or declare the Member Agreement null and void from its beginning. Further, it is the obligation of the Member to report to the Company on an ongoing basis any changes which affect the accuracy of the Contract. I. Term. The Contract is valid for the period of one (1) year from the Date of Sign-up. Each year after that, the Contract will be automatically renewed by maintaining an active Membership in Uniteambuiler.com. J. Non-Exclusive Territory. The authorization of a Member to exercise Member Rights and operate a Membership hereunder does not include a grant of an exclusive franchise or territory to a Member, nor is a Member allowed to make such claims.
Section 2 Obligations of a Member and Managing a Membership
A. Compliance. A Member shall comply at all times with each of the terms and conditions of the Contract. B. Independent Contractor. A Member is an independent contractor and is responsible for his or her own business expenses, decisions, and actions. 1. A Member shall not represent himself or herself as an agent, employee, partner, or joint venture with the Company. A Member shall not make purchases or enter into any transactions in the Company’s name. 2. A Member’s work hours, business expenditures, and business plans are not dictated by the Company. A Member shall make no printed or verbal representations which state or imply otherwise. 3. A Member is fully responsible for all of his or her verbal and/or written statements made regarding the Products, services, which are not expressly contained in official Company materials and the Member agrees to indemnify the Company against any claims, damages, or other expenses, including attorneys’ fees, arising from any representations or actions made by the Member that are outside the scope of the Contract. The provisions of this Section survive the termination of the Contract. C. Compliance with Laws. In conducting its Member Business, a Member must comply with all applicable national and local laws, regulations, and ordinances. A Member shall not violate any laws which apply to unfair competition or business practice, including any law that prohibits the advertising, offer to sell, or sale of Products at less than the Wholesale price of the Products. D. Offerings. A Member may not offer or promote any non-approved non-Company plans, incentives, opportunities, or non-approved Sales Tools in conjunction with the promotion of Products. E. Retail Sales. Achieving success as a Member requires time, effort and commitment. There are no guarantees of Commissions, only rewards based upon productivity. A successful Member Business requires regular and repeated Retail Sales of Products by a Member. Retail Sales by a Member’s Downline Organization also contributes to the success of a Member Business. The Company encourages Retail Sales to at least two Customers on a monthly basis. A Member is required to keep all records of Retail Sales for at least four years and compliance with Retail Sales requirements of the Company is randomly monitored by the Company. Each Product purchased by non-Members or Retail Customers (not Preferred Customers) is automatically counted on a monthly basis towards Retail Sales requirements. F. Negative Statements. A Member will make no disparaging, misleading, inaccurate, or unfair statements, representations, claims, or comparisons with regard to: 1. the Company, its Products, its commercial activities, or its Members; or 2. other companies, including competitors, their services, products or commercial activities. I. Unethical Activity. A Member must be ethical and professional at all times when conducting Member Business. A Member will not, nor will the Member permit Members in his or her Downline Organization to engage in unethical activity. Examples of unethical activities include, but are not limited to, the following: 1. Use of another Member’s credit card without express written permission; 2. Unauthorized use of any Company Confidential Information; 3. Cross-Company Recruiting (including aiding and abetting another to Cross-Company Recruit); 4. Making unapproved claims about the Product; 5. Making income claims about the Member Business which are not compliant with the provisions of the Policies and Procedures; 6. Making false statements or misrepresentation of any kind, including but not limited to: untruthful or misleading representations or sales offers relating to the quality, availability, grade, price, terms of payment, refund rights, guarantees, or performance of Products; 7. Personal conduct that discredits the Company and/or its Members; 8. Violating the laws and regulations pertaining to the Member Business; 9. Failing to meet Member responsibilities; 10. Violating the Code of Ethics; or 11. Violating the Policies and Procedures. G. Cross-line Recruiting. The Member is prohibited from engaging in Cross-line Recruiting either into Uniteambuiler.com or any other network marketing or direct sales company. H. Cross-Company Recruiting. If a Member did not personally sponsor another Member, he or she is prohibited, during the term of the Contract and for one (1) year following the date of termination of the Contract, from Recruiting that Member to sell or purchase products or services other than those offered by Uniteambuiler.com. The Member stipulates and agrees that recruiting constitutes an unreasonable and unwarranted interference with the contractual relationship between the Company and its Members, conversion of the Company’s property, and misappropriation of the Company’s trade secrets. The Member further stipulates and agrees that any violation of this rule will inflict immediate and irreparable harm on the Company, and that the Company shall be entitled, in addition to any other remedies that may be available, to immediate, temporary, preliminary, and permanent injunctive relief without bond; and that such injunctive relief may extend the post termination period of this restriction for up to one (1) year from the date of the last violation of this provision. The provisions of this Section survive the termination of the Contract. Nothing herein waives any other rights and remedies the Company may have in relation to the use of its Confidential Information or any other violations of the Contract. I. Resolving Disputes. A Member must conduct all activity in the best interests of the Company. Upline leaders shall use their best efforts to resolve disputes in their Downline Organizations. Any personal disputes between Members must be resolved quickly, privately, and in the best interests of the Company. J. No Claims of Unique Relationship. A Member may not allege or imply that he or she has a unique relationship with, advantage with, or access to the Company executives or employees that other Members do not have. K. Detrimental Conduct. If any conduct by a Member or any participant in the Membership is determined by the Company to be injurious, disruptive, or harmful to the Company or to other Members, the Company may take appropriate action against a Member as the company deems necessary. L. No Reliance. A Member may not rely on the Company to provide legal, tax, financial, or other professional advice, nor may it rely on any such advice if given. M. Insurance. The Company carries a commercially reasonable amount of product liability insurance. However, the Company does not distribute copies of the policy nor does it disclose the amount of the insurance. Since laws differ according to jurisdiction, the Company encourages its Members to consult with an attorney regarding the extent of their personal legal liability with respect to their independent businesses. N. Privacy of Member Information. A Member authorizes the Company to disclose its contact information to the Member’s Upline, and to the Member’s Downline Organization three (3) enroller generations below or to those Members for whom the Member is the closest Upline. The contact information may be used only for the Member Business. O. Notification of Adverse Action. A Member shall immediately notify the Company in writing of any potential or actual legal claims from third parties against the Member arising from, or associated with, the Member Business or the Downline Organization that may adversely affect the Company. After notifying the Member, the Company may take any action necessary to protect itself, including controlling any litigation or settlement of the legal claims. If the Company takes action in the matter, the Member shall not interfere or participate in the matter. P. Release for use of Photo, Audio, or Video Image, and/or testimonial Endorsement. The Company may take photos, audio or video recordings, or written or verbal statements of a Member at Company events or may request the same directly from a Member. The Member agrees to and hereby grants the Company the absolute and irrevocable right and permission, to use, re-use, broadcast, rebroadcast, publish, or republish any such photo, audio, video, or endorsement, in all or in part, individually or in conjunction with any other photograph or video, or any other endorsement, in any current or future medium and for any purpose whatsoever, including (but not by way of limitation) marketing, advertising, promotion, and/or publicity; and to copyright such photograph and/or video, in the original or as republished, in the name of the Company, or in any other name. Regardless of any other agreements or contracts the Member may have with any other entity, the Member agrees that any use by the Company as set forth in this Section shall be royalty free, is a work made for hire, and is not subject to any other claim. The Member agrees to defend and indemnify the Company against any claims by any other party arising out of the Company’s use of the rights granted herein. The Member confirms that the information he or she may give as a testimonial endorsement, or as represented in a photograph, video or audio is true and accurate to the best of his or her knowledge. The Member waives any right he or she may have to inspect or approve the finished or unfinished product(s), the advertising copy, printed, recorded, photographic or video matter which may be used in connection with it or any use that may be made of it. Q. Conducting the Member Business Internationally. A Member has the right to operate in any Authorized Country where the Member may lawfully conduct the Member Business. It is a Member’s responsibility to comply with all national and local laws, ordinances, and regulations when conducting Member Business in any Authorized Country. 1. Only with the Company’s approval, a Member may attempt to secure approval, licensing, distribution and/or registration for products or business practices, trademarks, trade names, or internet domain names; or establish any kind of business in international countries and markets on behalf of the Company. 2. A Member may not sell, distribute, license, or register products or business practices, use trademarks, trade names or internet domain names in any country without approval of the company. 3. A list of countries where business is approved will be available on the website.
Section 3 Ordering Company Products
A. Inventory. As the Company imposes no specific minimum inventory requirement on its Members, a Member must use its own judgment to determine the amount of inventory it will need to sustain its projected Retail Sales and personal use. B. Ordering. Products can be ordered by telephone, mail, facsimile, or Internet. 1. Faxed, mailed, or personally delivered orders must be submitted using a current Member price list and a fully completed order form. The prices of the Company’s Products are subject to change at the discretion of the Company. 2. Payment must be the exact amount of the order and may be made by those methods presently available (cashier’s check, money order, credit card, cash, direct debit, and/or credit wallet). Bank wire may be available for high Volume orders only. Personal and/or business checks will not be accepted as form of payment for product. 3. Unauthorized use of another Person’s credit card is prohibited. C. Autobill Program . 1. A Member may choose to participate in the Autobill Program . Autobill may be established at any time through the submission of the Order Product page of the website, by calling the company, or with a written request to the Company indicating the method of payment to be used. When instituting Autobill program at the time of enrollment, the Member Agreement serves as confirmation for the setup. An Autobill account will be charged at a set time during the month. 2. To change or terminate one’s Autobill order, the Member may either select it on their Autobill page of the Product Order section of the website, or contact customer support. Autobill orders may be cancelled at any time prior to the order being billed. D. Sales Tax, GST, VAT. 1. Sales tax is collected on the Product’s suggested retail price and is calculated using the applicable rates for the location to where the user is located. The Company will collect and remit sales tax to the proper taxing authority. In those jurisdictions where a Member may and has registered as a withholding agent through a local sales tax agency and submitted a “Sales and Use Tax Exemption Certificate” or equivalent document to the Company, the collection of sales tax will be the responsibility of the Member. It is the responsibility of the Member to provide an updated copy of its certification for exemption from sales tax each year. 2. In all other jurisdictions, GST, VAT, or other applicable transaction tax is based on the purchase price. The Company will provide its GST or VAT number and proper invoicing, which may include electronic invoicing, where permitted by law. The Company does not include GST or VAT in commission payments. Members who are GST or VAT registered and are required to collect and remit GST or VAT on their services may send a valid GST or VAT invoice to the Company to charge them for GST or VAT on commission income. I. Returns, Refunds, and Exchanges. The Company will refund the purchase price of Product or exchange it pursuant to the following. 1. Uniteambuiler.com maintains a 3 day refund policy. This applies for initial membership fees as well as monthly fees. After 3 days has expired from the time payment was made, no refund will be issued for that order.
Section 4 Marketing the Product and Opportunity
A. Use of Sales Tools. A Member may use only Sales Tools approved by the Company for an Authorized Country. The Member agrees that if it uses a fulfillment house or other third party to sell or distribute Sales Tools, the Member will enter into a non-disclosure agreement (to be provided by the Company) with the fulfillment house or third party to ensure that all Member and Customer information is protected from disclosure and remains the sole property of the Company. B. Approval of Sales Tools. A Member must submit all Sales Tools to the Company for approval prior to use. The Company has complete discretion whether to approve or reject a proposed Sales Tool. The approval process generally requires a minimum of three (3) weeks to complete. To comply with changing laws and regulations, the Company may rescind its prior approval of a Sales Tool, and may require the Member to remove from the market at its own cost and obligation a previously approved Sales Tool. If approved, the Company will issue an email to the Member confirming approval of said Sales Tools. C. Product Claims. The only claims and representations Members may make regarding Products are those found in the literature distributed by the Company. Any third-party material used for Member Business must comply with all federal and local laws and regulations. A Member may not make any express or implied health or medical claims of any kind relating to any Product except for those claims, if any, that are published in Company literature approved for the country in which the claims are presented. Under no circumstances may a Member prescribe any Product as suitable for a particular ailment. No claims may be made as to therapeutic or curative properties of any Product offered by the Company. D. No Altering. Members shall not re-label, alter or repackage any Products. E. No Endorsement Claims. No Member may imply that the promotion, operation, or organization of the Company has been approved, sanctioned, or endorsed by any governmental regulatory authority unless noted on company website. F. Income Claims Prohibition. A Member is prohibited from making false, misleading, or unrepresentative claims regarding earning potential. If a Member does make an income claim, it must be based on actual earnings and the Company’s current Annual Average Income Disclosure, posted on the Company’s website, must be presented concurrent with the income claim. G. Use of Trademarks and Copyrights. 1. The Company may license the use of its trademarks to Members, subject to the limitations herein and subject to the limitations in any licensing agreement. A licensing agreement may be obtained by emailing customer support. 2. Members may not use any of the Company’s current or after acquired trademarks or any confusingly similar variations of its marks, in a manner that is likely to cause confusion, mistake, or deception as to the source of the Products or services advertised. 3. Except as indicated herein, a Member may not use the Company’s trademarks or any confusingly similar variation of its trademarks (e.g., DTR, Destination Resorts Travel, Destenation Travel Resorts, Uniteambuiler.coms, etc.), in a business name, e-mail address, Internet domain name or sub-domain name, URL, telephone number, or in any other address or title. A Member may use the Company’s trademarks in a URL, Internet domain or sub-domain name provided that the Member has entered into a licensing agreement for a Company Licensed Website. The Member agrees to comply with the terms of such licensing agreement and hereby acknowledges that the Company owns, and shall continue to own, all rights in and to the Company’s trademarks in such URL, Internet domain or sub-domain name and that the Company has the right to revoke such use of the Company’s trademarks for any reason and at any time. The Member further agrees that the Company has the right to acquire such URL at any time by paying the nominal registration fee to the Member and Member agrees to transfer such URL to the Company and take any other necessary steps requested by the Company to effectuate such transfer. 4. The Member agrees to immediately re-assign to the Company any registration of the Company names, trade names, trademarks, or Internet domain names registered or reserved in violation of this policy. The provisions of this Section survive the termination of the Contract. 5. Members may not use the Company’s trademarks on non-approved Sales Tools. 6. The Company, in its sole discretion, will determine whether a variation of its trademark is confusingly similar. 7. Members shall not use the Company’s marks in countries where the use of such marks is prohibited. 8. A Member must not use the name, logos, trademarks or other references to the Company’s business or manufacturing partners in any Sales Tool, correspondence, or any form of advertising. 9. The Company’s literature and media are copyrighted by the Company and may not be duplicated. H. Use of “Independent Member” in Advertising. If a Member selects a business title, the title must clearly state that the Member is a “Uniteambuiler.com Independent Member.” A Member’s title may not imply that the Member is an employee or agent of the Company. Each time the Company’s logo or name is used in writing and in relation to the Member, the Member must identify itself as a “Uniteambuiler.com Independent Member.” I. Methods of Advertising. Members may advertise using the following means: 1. Newspaper: A Member may place a generic business opportunity advertisement in the classified section of a local newspaper, provided the advertisement conforms to all applicable laws and regulations. 2. Phone Directory: Any Member may place a text listing of its name in the white or yellow pages of a telephone directory followed by “Uniteambuiler.com Independent Member.” Graphical and display ads in telephone directories are prohibited. 3. Electronic Mail Advertisements: All advertisements sent via e-mail, telephone, or facsimile must comply with all anti-spamming laws for the state or country where the intended recipient resides. The Member is under obligation to research and comply with all laws concerning unsolicited commercial e-mail. 4. Television and Radio: Television and radio advertising requires prior written approval from the Company. Requests should be submitted through customer support. 5. Celebrity Endorsement: A Member may use a celebrity endorsement with written approval from the Company and the specific, prior, written approval of the endorsing celebrity for each use of the celebrity’s name. 6. Fairs, Swap Meets, Etc.: A Member may sell or promote Products at bazaars, flea markets, fairs, swap meets, tradeshows or other similar gatherings only at a price of no less than the Member price of the products listed on the website. 7. Internet Auction Sites: A Member may sell or facilitate the sale of Product on Internet websites where an auction is the mode of selling or buying (e.g., eBay), so long as the product has a minimum reserve selling price of no less than the Member price of the product on the website. A Member may not use a third party to place Product on auction websites or sell Product to a third party if the Member knows, or has reason to know, that such Product will be sold on auction websites for less than the Member price of the product. The provisions of this Section survive the termination of the Contract. J. Advertising at Company Sponsored Events. At Company-sponsored events, Members may not, unless specifically authorized in writing by the Company, advertise, sell, or promote non-Company products or services, including, but not limited to: (i) the promotion of non-Company events, systems or materials, (ii) organized person to person solicitations, (iii) distribution of flyers, DVDs or other materials, or (iv) the use of any other form of promotion deemed inappropriate by the Company. K. Internet Advertising. Subject to the provisions of Section K.7 herein, Members may use only a Company Licensed Website to promote Products or the business opportunity over the Internet. Promoting Products or the business opportunity through an unlicensed Internet website is strictly prohibited. Members that wish to operate a Company Licensed Website must meet the following criteria: 1. A Member may not enter into a website licensing agreement until it has completed a website training course given by the Company. 2. All licensed websites must first be reviewed and approved by the Company as Sales Tools. Licensed websites must be Company-specific and may not advertise, promote, or link to any other product or opportunity 3. Members may not use any key words or meta tags to advertise any licensed website on the Internet if the search words or meta tags explicitly or implicitly present illegal or unsubstantiated health or income claims. 4. The Company may revoke the license for any previously approved website at any time and for any reason, including changes to federal and local laws and regulations. 5. Members may promote the business opportunity and Products on social networking sites such as “Facebook” and “Twitter;” video sites such as “YouTube” and “Google Video;” and blogging sites such as “WordPress” and “Blogger” (collectively “Social Media Sites”), provided the following conditions are met: a. All text, audio and video postings do not contain Product or income claims. For Product information, Members may refer viewers to their Uniteambuiler.com replicated website, the Company website, or a Company Licensed Website; b. Videos posted to Social Media Sites must show the text “Uniteambuiler.com Independent Member” for the entirety of the video; c. The Company may monitor the Social Media Sites for compliance with the Contract and Member agrees to immediately remove or modify the Social Media Sites upon the Company’s request to comply with the Contract. L. Advertising and Selling Price of Products on the Internet. Member acknowledges and agrees that the advertising and selling of all Products on the Internet may only be done on a Company Licensed Website and the advertising and selling price of all Products on such website (i) if sold to an Applicant, must not be lower than the Member price of the Products and the amount the Company charges for taxes, handling. In connection with this Section, the Member also agrees that all advertising regarding the price of Products will be truthful and will not contain misleading statements (e.g. “lowest price available” which infers that a Member is able to sell the Products at a price lower than other Members, etc.). Member acknowledges and agrees that he or she shall not advertise or sell any Products on the Internet which were purchased from another Member. Any violation of this Section by a Member shall constitute a breach of the Contract and will be subject to termination of Membership. M. Mass Communications. For purposes of this Section, “Mass Communications” are defined as communications intended to reach twenty (20) or more Members in the sender’s Downline Organization or at least three Members who are cross-line, within a seven (7) day period. The following rules apply to all Mass Communications issued by a Member: 1. Members targeted to receive the Mass Communications must have knowingly “opted in” to hear or receive the Mass Communication a. through registration (if the Mass Communication will be received at an event or webinar); and/or b. through an affirmative request if the Mass Communication is delivered through an email or on a website. 2. If by e-mail, there must be an “opt out” feature prominently displayed in the Mass Communication. 3. The Mass Communication must comply with the terms of this Section. 4. The following disclaimer shall be prominently positioned in all Mass Communications that promote any particular building method: There are many methods and techniques used successfully for building your Uniteambuiler.com business. The building method promoted [in/at] this [website/webinar/email/ meeting/] may be different from that which is taught by your upline. Please consult with your upline if they have taught you a different building method or if you have any questions. 5. Member acknowledges that allowing the Member to create databases of Member information for Mass Communications, the sale of tools, and for any other purposes constitutes the use of Company Confidential Information, which information is the Company’s trade secrets, and such use can be a substantial financial benefit to the Member. Member acknowledges that he or she is subject to the Cross-Company Recruiting obligations set forth in this agreement and shall survive the termination of the Contract. N. Lead Distribution. Persons who are outside the Company network often make inquiries to the Company about its Products. If the Company is able to determine that the inquiring Person received the information from a specific Member or that there is a particular Member that the Person is acquainted with, every attempt will be made to refer the Person to that Member. If an association with a particular Member cannot be determined, final judgment with respect to the positioning of leads remains the right of the Company. O. Public Relations Matters. The Company encourages Members to use personal media coverage to expand and build their business; however, certain situations require the Member to contact the Company. These would include: 1. instances where the story or medium has national potential; 2. cases where the story calls for a wider Company/Product perspective; and/or 3. when the Member is questioned about Company sales figures and/or business strategies. P. Retail or Service Establishments: A Member may sell Products or promote the business opportunity through Retail or Service Establishments as long as i) The display of Independent Member information within the premises of a Retail or Service Establishment is clearly indicated, and ii) the product is not sold for an amount less than the Member price of the product as shown on the website.
Section 5 Breach of Contract Procedures
A. Conditional Obligations. The Company’s obligations to a Member are conditioned upon the Member’s faithful performance of the terms and conditions of the Contract. The Company, in its sole discretion, will determine if a Member is in breach of the Contract and may elect any or all available remedies. B. Remedies. In the event of breach, the Company may elect to take no action or to exercise some or all contractual remedies and remedies at law or in equity, including, but not limited to: 1. Notify the Member either in writing or verbally of the breach and providing a notice to cure the breach; 2. Require from the Member additional assurances of future compliance; 3. Withhold or deny recognition and attendant perks; 4. Assess damages and withhold them from commission payments; 5. Suspend Member Rights temporarily or permanently; 6. Seek injunctive relief; 7. Terminate the Contract; and 8. Seek damages and associated costs. C. Reporting Contract Breaches. If a Member observes or is aware of another Member’s violation of any term or condition of the Contract, the observing Member shall submit a written complaint to the Company’s support department through email. Because of the difficulties of investigating and asserting appropriate remedies for stale claims, any complaint for breach of the terms and conditions of the Contract other than Cross-Company Recruiting must be brought to the Company’s attention for review within eighteen (18) months of the start of the alleged violation; Cross-Company Recruiting violations must be brought to the Company’s attention within six (6) months of the alleged violation. Failure to report a violation within that time period may result in the Company not pursuing the allegations in order to prevent the Member Business from being disrupted due to stale claims. However, this policy does not waive the Company’s right to investigate and discipline Members found guilty of the stale claims. D. Circumvention of the Contract. The Contract is designed to protect Members and the Company from the adverse consequences of their violation. Members who intentionally circumvent the Contract to accomplish indirectly what is prohibited directly will be disciplined as if the applicable policy or rule had been broken directly. In such circumstances, all of the available remedies as stated above will be available to the Company. The Contract is not intended to give a Member the right to enforce the Contract against another Member directly, or to take any legal action against another Member.
Section 6 Termination
A. Termination. 1. A Member may terminate the Contract by writing a request to support to terminate, by calling customer support, by written mail, or on the Personal Info page of the back office of the website. 2. The Company may terminate the Contract if the Member violates the terms of the Contract and any amendments thereto. 3. Upon termination, the Company may in its sole discretion retain the Membership or dissolve and remove it from the Matrix and Enroller Trees. B. Return of Confidential Information. A Member must return all Confidential Information, including any information derived therefrom, over which he or she has direct or indirect control to the Company upon termination or upon demand of the Company. If any such Confidential Information cannot be returned because it is in electronic format, the Member shall permanently delete and erase the Confidential Information upon termination or upon demand. C. Buyback. If a Member is in breach, the Company reserves the right to stop or delay the buy-back process set forth in this Contract. D. Effects of Termination for Breach of Contract. 1. A Member whose Contract is terminated by the Company must wait six (6) months before applying for a new Membership. During that time, the Member can have no Beneficial Interest in any other Membership. 2. Upon termination of the Contract, all of the Member’s rights in and to the Membership and the Member Business are revoked and terminated. In acknowledgement of the damages the Company has likely suffered and/or will suffer as a result of Member’s breach, including but not limited to, all or any of the following: (i) loss of good will and loss in the value of the Company’s confidential and proprietary information and trade secrets; (ii) loss of a portion of the value of the Company’s business; and (iii) loss of future profits; Member consents that any unpaid Commissions may be forfeited to the Company to offset a portion of the damages. 3. The Company may elect to reorganize the Downline Organization of a Membership terminated for breach in a manner that serves the best interests of the Company, Downline Organization and Upline. 4. Where the Company elects to terminate a Membership in which there is more than one Beneficial Interest holder, the following may apply: a. the departing Beneficial Interest holder(s) must relinquish all rights to, and interests in, the Membership; b. The Company may not divide or reassign any of the Downline Organization; and c. The Company may not split Commissions between the prior or current Beneficial Interest holders of the Membership. E. Effects of Voluntary Termination by the Member. 1. The Contract can be voluntarily terminated by a Member who is not in breach of the Contract for any reason, at any time, by providing written notice to the Company signed by all Person(s) listed on the Member Agreement. The termination is effective on the date the Company receives the written notice. If a Member is in breach of the Contract, he or she cannot voluntarily or unilaterally terminate the Contract 2. Upon termination of the Contract, all of the Member’s rights in and to the Membership and the Member Business are revoked and terminated. 3. A Member who voluntarily terminates Membership and is not in breach of the Contract may rejoin under a new Membership under the same or a new enroller at any time. 4. A Member may not terminate voluntarily if the Membership is not in good standing with the Company, as may be evidenced by, but not limited to, any of the following conditions: (i) a temporary Membership; (ii) a Membership is on hold, suspension or probation; (iii) the Membership is under investigation, but no formal discipline has taken place; or (iv) notice of intent to terminate has been sent.
Section 7 Miscellaneous
A. Entire Agreement. The Contract contains the entire understanding concerning the subject matter hereof between the Company and the Member, and is intended as a final, complete, and exclusive expression of the terms of the parties. This Contract supersedes and replaces all prior negotiations and proposed, but unexecuted agreements, either written or oral. Any prior agreements, promises, negotiations, or representations, either written or oral, relating to the subject matter of this Contract, are of no force or effect. If there is any discrepancy between verbal representations made to the Member by any employee or agent of the Company and the terms of the Contract, the express written terms and requirements of the Contract will prevail. B. Headings.The section and subsection headings in the Contract are inserted solely as a matter of convenience and for reference, and will not be considered in the construction or interpretation of any provision hereof. Unless the context otherwise specifically requires, all references to sections of the Contract will refer to all subsections thereof. C. Modifications by the Company. The Company reserves the right to make any modifications to the Contract, provided that the modifications are communicated by the Company to the Member at least thirty (30) days prior to taking effect. The Company may communicate these modifications by posting any portion of the modified Contract on the Company’s website, or by any other method of communication. The Member is deemed to have accepted the modification to the Contract if the Member engages in any Member Business, renews its Membership, or accepts Commissions after the thirty (30) day period is ended. D. Warranties. The Company extends no product warranties, either expressed or implied, beyond those specifically articulated in the Contract. The Company disclaims and excludes all warranties regarding possible infringement of any United States or foreign patent, trademark, trade name, copyright, or trade secret arising from the Member’s operations. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. E. Waiver. Any waiver by the Company of a Member’s breach of a Contract provision must be in writing and will not be construed as a waiver of any subsequent or additional breach by the Member. The failure by the Company to exercise any right or privilege under the Contract will not constitute a waiver of that right or privilege. F. Severability. If any term or condition of this Contract is judicially invalidated, prohibited, or otherwise rendered unenforceable in any jurisdiction, it is unenforceable only to the extent of the invalid, prohibited or unenforceable provision in that jurisdiction only, and it will not render unenforceable or invalidate any other provision of the Contract, nor will the Contract be rendered unenforceable or invalidated in another jurisdiction. Furthermore, any provision found unenforceable may be partly enforced to the maximum extent enforceable under the law. G. Force Majeure. Member acknowledges that the Company is not liable for any damages or losses caused by the delay or inability to manufacture, sell, or deliver its products due to labor strikes, accidents, fire, flood, acts of civil authority, acts of God, acts of terrorists, or from any other causes that are beyond the control of the Company. H. Governing Law, Arbitration Injunctive Relief. The State of Texas is the place of the origin of this Contract and is where the Company accepted the offer of the Applicant to become a Member and where the Member entered into the Contract with the Company. The Contract is therefore to be construed in accordance with the laws of the State of Texas (without giving effect to any conflict of law provision or rule) as to contracts made and to be wholly performed within the State. Any controversy or claim arising out of or relating to the Contract or the breach thereof, or any controversy or claim relating to the business relationships arising between Members shall be resolved by mandatory, final, binding, non-appealable arbitration in Dallas, Texas, United States of America. I. Attorneys Fees. If any suit, action, or proceeding is brought to enforce any term or provision of this Contract, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, and expenses incurred, in addition to any other relief to which such party may be legally entitled. J. Successors and Assigns. The Contract will be legal and binding upon and inure to the benefit of the heirs, devisees, executors, administrators, personal representatives, successors, and assigns (as applicable) of the respective parties hereto. K. Limitation of Liability. To the extent permitted by law, the Company, its directors, officers, members, managers, shareholders, employees, assigns and agents (collectively referred to as “Responsible Parties”) shall not be liable for, and the Member releases Company and its Responsible Parties from and waive all claims, for any loss of profits, indirect, direct, special or consequential damages, and for any other losses incurred or suffered by Members as a result of: (i) Member’s breach of the Contract, (ii) the promotion or operation of the Membership and the Membership Business; (iii) Member’s incorrect or wrong data or information provided to the Company or its Responsible Parties; or (iv) the Member’s failure to provide any information or data necessary for the Company to operate its business. EACH Member AGREES THAT THE ENTIRE LIABILITY OF THE COMPANY AND ITS RESPONSIBLE PARTIES FOR ANY CLAIM WHATSOEVER RELATED TO THE CONTRACT, BUT NOT LIMITED TO, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR EQUITY, SHALL NOT EXCEED, AND SHALL BE LIMITED TO, THE AMOUNT OF PRODUCTS THE Member HAS PURCHASED FROM THE COMPANY THAT ARE IN RESALABLE CONDITION.
