1.1 INTRODUCTION: Welcome to AirRestore Inc. AirRestore is headquartered in Ramsey, MN, U.S.A., and markets and sells its products and services through a network of Dealers. We are very pleased to have your join our Company. We ask that you become familiar with the Policies & Procedures of AirRestore Inc. Because we believe an Upline support system is vital, AirRestore Inc. has factored team support into our start up and product distribution system. Staying connected with your Upline leader is the best way to stay informed. Product and Company announcements will come through your Upline leadership. If you are unable to obtain the support you need please call Customer Support at 612-210-7008 for assistance.
1.2 TERMINOLOGY: For the purpose of clarity, please refer to the following basic terminology throughout the Policies & Procedures document:
a.) “Company”, “AirRestore”, “we” or “us” refers to AirRestore Inc.;
b.) “Dealers” or “you” refers to the individuals or entities that participate in our network of independent business owners;
c.) “Business” refers to the business of marketing and selling our products and services and participating in our marketing program, including the ability to enroll Customers, to Sponsor New Dealers, to participate in our Compensation Plan, and to build a Marketing Organization;
d.) “Opportunity” refers to the opportunity to participate in the Business;
e.) “Agreement” or “Dealer Agreement” refers to collectively the Dealer Application, (including its terms and conditions), which you will be required to sign, (either physically or electronically), in order to become a Dealer. These Policies & Procedures, the Compensation Plan, a business entity registration form, (if applicable), and any guides or manuals, if any, (e.g. Business and Ethics Guide), that the Company may promulgate from time to time. All of these documents are incorporated by reference into and from an integral part of the Agreement, (all in their current form as amended by the Company).
In addition to these basic terms, the definitions of Compensation Plan, Customers, and Marketing Organization, as well as other defined terms used in the Policies & Procedures can be found in Section 12. The titles and headings to these Policies & Procedures are for reference only and shall not be construed as substantive term of the Dealer Agreement.
1.3 REVIEW AND ACCEPTANCE: Prior to submitting your Independent Dealer Application, it is important that you review the Dealer Agreement, including these Policies & Procedures. The most current form of the Dealer Agreement can be obtained from the Company either by written request or through the Company’s website. It is important that you obtain the current version because the Company makes changes to the Dealer Agreement from time to time. The Dealer Agreement governs your relationship with us and how you may operate your Business. By choosing to join our network of independent business owners, you are choosing to operate your Business in accordance with the Dealer Agreement, and understand that the Company may change the Dealer Agreement at any time in its sole judgment and discretion. If you have any questions regarding the terms of the Dealer Agreement, please contact us.
1.4 SUCCESS: AirRestore believes we have developed a unique Opportunity bringing together great products, an innovative Compensation Plan and supporting systems, programs, and tools. However, neither AirRestore nor any other Dealer is responsible for your success. Your success will depend on many factors. Important factors to include are your skill, effort and commitment to the Business. Another important factor is your adherence to the terms of the Dealer Agreement. You should remember that your Business and your success will be effected by many things that you do not control, and that you may not be able to overcome despite your hard work. These things include but are not limited to economic conditions, acceptance of our products in the marketplace, our ability to provide products, changes in law and changes that AirRestore may unilaterally make, such as discontinuing products, increasing pricing and changing the terms of the Dealer Agreement, (including changes to the Compensation Plan). It is important that you fully understand all of this prior to submitting your Dealer Application. It is also one of the reasons that AirRestore permits you to unilaterally cancel your relationship with us at any time in accordance with the terms of the Policies & Procedures and has established the return policies provided in these Policies & Procedures.
Section 2 GENERAL
2.1 CURRENT VERSION: It is the responsibility of each Dealer to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of the document which comprise the Agreement, including these Policies & Procedures, and the Compensation Plan. When sponsoring or enrolling a new Dealer, it is the responsibility of the sponsoring Dealer to ensure that the applicant is provided with, or has online access to, the most current version of these documents prior to his or her submission of the Dealer Application.
2.2 PURPOSE OF POLICIES: We have established the Agreement in order to clearly define the relationship that exists between Dealers and the Company, and to set standards for acceptable business conduct. Dealers are required to comply with all of the terms and conditions set forth in the Agreement which the Company may amend in its sole judgment and discretion at any time. Dealers are also required to comply with all federal, state, and local laws governing his or her Business. Please review the information in the Agreement carefully. It explains and governs the relationship between you, as independent contractor and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek and answer from us.
2.3 CHANGES TO THE AGREEMENT: The Company reserves the right to modify or amend the Agreement and its prices in its sole and absolute judgment and discretion at any time. By signing the Dealer Application, you agree to abide by all amendments or modifications the Company elects to make. THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS ARISING FROM OR RELATED TO ANY SUCH AMENDMENT OR MODIFICATION, (INCLUDING CLAIMS FOR DAMAGES, COMPENSATION, REMUNERATION, BONUSES, LOST PROFITS OR LOSS OF OPPORTUNITY), AND DEALERS WAIVE ALL CLAIMS ARISING FROM OR RELATED TO ANY SUCH AMENDMENT OR MODIFICATION. Amendments shall be effective fifteen (15) days after publication of notice to you that the Agreement has been modified. The Company shall provide or make available to you a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Dealer’s replicated website; (2) electronic mail, (email); (3) inclusion in Company periodicals; (4) inclusion in product orders or bonus checks; or (5) special mailings. As provided in Section 11.3, you may unilaterally cancel your participation in our network marketing plan at any time if these changes are not acceptable to you. The continuation of your Business or your acceptance of bonuses or commissions shall be deemed to mean you accept any and all amendments.
2.4 DELAYS: We are not responsible for any delays or failures in the performance of our obligations which may impact or affect your Business. This includes but is not limited to situations where our performance is made commercially impracticable due to circumstances beyond our reasonable control such as strikes, labor difficulties, riot, war, fire, death, curtailment of a party’s source of supply, or government decrees or orders.
2.5 POLICIES AND PROVISIONS SEVERABLE: If any provision of the Agreement, in its current form or as may be amended, is found to be invalid or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provision shall remain in full force and effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.
2.6 WAIVER: The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of your Business. No failure of the Company to exercise any right or power under the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of our right to demand exact compliance with the Agreement. The fact that someone in our organization is aware of your non-compliance, or the fact that someone may be working with you to resolve compliance issues does not in any way mean that we are waiving our right to demand strict compliance. Waiver by the Company can be effectuated only in writing by our Executive Committee or Chief Legal Officer. Our waiver of any particular breach by a Dealer shall not affect or impair our rights with respect to any subsequent breach, no shall it affect in any way the rights or obligation of any other Dealer. Nor shall any delay or omission by us to exercise any right arising from a breach affect or impair our rights as to that or any subsequent breach.
Neither the Company’s waiver of compliance with the Agreement by any Dealer nor the Company’s failure to enforce any obligation or provision of the Agreement with respect to any Dealer shall give any other Dealer the right to require the Company to demand compliance or enforcement. The Company shall not be liable for any claims arising from or related to any such waiver of compliance or failure to enforce, (including claims for damages, compensation, remuneration, bonuses, lost profits or loss of opportunity), and Dealers waive all claims arising from or related to any such waiver of compliance or failure to enforce. In addition, any such waiver of compliance or failure to enforce shall not be interpreted or construed as amending or changing the Agreement in any way or releasing any other Dealer from their compliance obligations.
The existence of any claim or cause of action of a Dealer against the Company shall not constitute a defense to our enforcement of any term or provision of the Agreement.
Section 3 BECOMING A DEALER
3.1 REQUIREMENTS TO BECOME A DEALER: To become a Dealer, each applicant must:
a.) Be of the age of majority in his or her state or country of residence, (but in no event less than 18 years of age);
b.) Have a valid Social Security or Federal Tax ID number; or if applicable, Social Insurance Number (Canada) or similar international identification number;
c.) Submit properly completed Dealer Application to the Company either in hard copy or online format;
d.) Purchase one of the Enrollment Kit options to establish your initial inventory.
i. All upgrades must be placed within 30 days of original purchase.
3.2 ENROLLMENT: Purchase one of the nonrefundable Enrollment Kit options to receive access to your personal website, online back office membership, online training access, online marketing access, and establish your initial inventory with one free Whole Home System.
3.3 DEALER BENEFITS: Once Dealer Application has been accepted by the Company, the benefits of the Compensation Plan and the Dealer Agreement are available to the new Dealer. These benefits include the right to:
a.) Sell our products and services, (including, Customer enrollment);
b.) Participate in our Compensation Plan, (receive bonuses and commissions, if eligible);
c.) Sponsor or individuals or entities as Dealers and thereby, build a Marketing Organization and progress through our Compensation Plan;
d.) Receive periodic literature and other communications;
e.) Participate in promotional and incentive contests and programs sponsored by the Company for its Dealers;
f.) Attend Company events, upon payment of appropriate charges, if applicable;
g.) Participate and utilize available website, social networking and other available communication tools, upon payment of appropriates charges, if applicable;
h.) Lifelong membership after initial enrollment;
i.) Creation of an individualized replicated website for conducting business.
3.4 DEALER LEVELS: Please reference the Compensation Plan document for dealer level detail and clarification.
Section 4 OPERATING THE BUSINESS
4.1 ADHERENCE TO THE COMPENSATION PLAN: Dealers must adhere to the terms of the Compensation Plan as set forth in our Official Literature. Dealers shall not offer the Opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in our Official Literature. Dealers shall not require or encourage other current or prospective Customers or Dealers to participate in the Business in any manner that varies from the program as set forth in our Official Literature. Dealers shall not require or encourage other current or prospective Customers or Dealers to execute any agreement or contract other than our official agreements and contracts in order to become or participate as a Dealer. Similarly, Dealers shall not require or encourage other current or prospective Customers or Dealers to make any purchase from, or payment to, any individual or other entity to participate in our Compensation Plan other than those purchases or payments identified as recommended or required in our Official Literature.
4.2.1 GENERAL: All Dealers shall safeguard and promote the good reputation of the Company and its products. The marketing and promotion of the Company, the Opportunity, the Compensation Plan, and our products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.
To promote both the products and services, and the Opportunity we offer, Dealers should use the sales aids and support materials produced by the Company. The rationale behind this requirement is simple. The Company has carefully designed its products, product labels, Compensation Plan, and promotional materials to ensure that each aspect of the Business is fair, truthful, substantiated, and complies with the vast and complex legal requirements of federal and state laws. If Dealers develop their own sales aids and promotional materials, notwithstanding their integrity and good intentions, there exists the likelihood that they would unintentionally violate any number of statutes or regulations affecting the Business. The violations, although they may be relatively few in number, could jeopardize the Business of all Dealers.
Accordingly, the Company in its sole judgment and discretion may at any time require Dealers to immediately cease the use or distribution of any sales aids, promotion materials, advertisements or other literature which they may have developed. Further, the Company reserves the right to require Dealers to submit all written sales aids, promotional materials, advertisements, and other literature to the Company for approval prior to their use of distribution. In the event the Company grants approvals, the Company further reserves the right to rescind approval for any sales aids, promotional materials, advertisements, or other literature. If the Company requires Dealers to cease using or distributing any written sales aids, promotional materials, advertisements or other literature, (including by reason of revoking any prior approval granted by the Company), the Company shall not be liable for any claims arising from or related to such actions, (including claims for damages, remuneration, bonuses, compensation, lost profits or loss of opportunity), and Dealers waive all such claims arising from or relating to such actions.
4.2.2 DEALER WEBSITES: If a Dealer desires to utilize an internet webpage to promote his or her business, they may do so through the Company’s replicated website program. This program permits Dealers to advertise on the internet and to personalize the home page with the Dealer’s message and the Dealer’s contact information. These websites seamlessly link directly to our official website giving the Dealer a professional and Company approved presence on the internet. No Dealer may independently design a website that uses the names, logos, or product descriptions of the Company or otherwise promotes, (directly or indirectly), our products, or the Opportunity, per Company approval. A Dealer may not use “blind” ads on the internet to make product or income claims which are ultimately associated with our products, the Opportunity, or our Compensation Plan. The use of any other internet website or webpage, (including without limitation auction sites such as eBay), to in any way promote the sale of our products, the Opportunity, or the Compensation Plan is a breach of the Agreement and may result in any of the disciplinary sanctions set forth in Section 9.1.
Dealers are generally not allowed to develop their own webpages or website. However, in rare circumstances, the Company may permit Dealers to develop their own webpages or websites. However, any Dealer who wishes to do so: (a) must comply with the applicable provisions of these Policies & Procedures, (e.g. Section 4.2.5 regarding trademarks), and any applicable guides which may be promulgated by the Company, (e.g. Media and Ethics Guide), and (b) must register their site(s) with the Company and receive written approval from the Company prior to the site(s) public availability. The failure to register or obtain approval constitutes a material breach of these Policies & Procedures. The Company reserves the right in its sole judgment and discretion to rescind approval of any site or to require any site to be deactivated so that it is no longer accessible. If the Company takes any of these actions, it will not be liable for any claims arising from such actions, (including claims for damages, compensation, remuneration, bonuses, lost profits or loss of opportunity), and Dealers waive all claims arising from or relating to any such actions.
4.2.3 ONLINE AUCTIONS AND OTHER ONLINE FORUMS: Dealers shall not use online auction sites, or any other online forum to market, sell, advertise or promote our products or services, the Opportunity or their Business.
4.2.4 DOMAIN NAMES AND EMAIL ADDRESSES: Dealers may not use or attempt to register any of our trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, for any internet domain name. Nor may Dealers incorporate or attempt to incorporate any of the Company’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, into any electronic mail address.
4.2.5 TRADEMARKS AND COPYRIGHTS: The Company will not allow the use of its trade names, trademarks, designs, or symbols by any person, including Dealers, without its prior, written permission. Dealers may not produce for sale or distribution any recorded Company events or speech without written permission nor may Dealers reproduce for sale or for personal use any recording of Company produced audio or video presentations.
4.2.6 MEDIA AND MEDIA INQUIRIES: Dealer must not attempt to respond to media inquiries regarding the Company, our product or services, or their independent Business. All inquiries by any type of media must be immediately referred to our Media and Ethics Department. This policy is designed to assure that accurate and consistent information if provided to the public as well as a proper public image. Dealers must not utilize radio or television media for the advertising, distribution or promotion of our products or the Opportunity without express written consent of the Company. In the event that the Company does grant permission for the use of such media, the Company must have the final authority on every stage of the production process with full rights to all recordings.
4.2.7 UNSOLICITED EMAIL: The Company does not permit Dealers to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation, the federal CAN SPAM Act. Any email sent by a Dealer that promotes the Company, our Opportunity, or our products and services must comply with the following:
a.) There must be a functioning return email address to the sender.
b.) There must be a notice in the email that advises the recipient that they may replay to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to them, (a functioning “opt-out” notice).
c.) The email must include the Dealer’s physical mailing address.
d.) The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
e.) The use of deceptive subject lines and/or false header information is prohibited.
f.) All opt-out requests, whether received by email or regular mail, must be honored. If a Dealer receives an opt-out request form a recipient of an email, the Dealer must forward a copy of the opt-out request to the Company.
g.) The email must not incorporate our trade name, trademarks, service names, service marks, product names, the Company name or any derivative thereof in the subject line or body of the email.
The Company may periodically send commercial emails on behalf of Dealers. By entering into the Dealer Application, Dealer agrees that the Company may send such emails and that the Dealer’s physical and email addresses will be included in such emails as outlined above. Dealers shall honor opt-out requests generated as a result of such emails sent by the Company.
4.3 BONUS BUYING IS PROHIBITED: Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of Dealer Application by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as the Dealer or Customer; (c) the enrollment of attempted enrollment of non-existent individuals or entities as Dealers or Customers, (“phantoms”); (d) purchasing our products or services on behalf of another Dealer or Customer, or under another Dealer’s or Customer’s ID number, to qualify for commissions or bonuses; e) purchasing excessive amounts of goods or services that cannot reasonably be used or resold in a month; and/or (f) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions or bonuses that is not driven by bona fide product or service purchases by end user consumers.
4.4 BUSINESS ENTITIES: A corporation, limited liability company (LLC), partnership or trust, (collectively referred to in this section as a “Business Entity”), may apply to be a Dealer by submitting an Independent Business Owner Application, and properly completed IRS Form W-9 to the Company. If a Dealer enrolls online, the IRS Form W-9 must be submitted to the Company within 30 days of the online enrollment. (If not received within the 30-day period, the Dealer Agreement is subject to termination by the Company.) The Company may also require that a business entity registration form be submitted and signed by all of the shareholders, members, partners, trustees, or other parties with any ownership interest in, or management responsibilities for, the Business Entity, (collectively “Affiliated Parties”). The Business Entity, as well as all Affiliated Parties, are individually, jointly and severally liable for any indebtedness to the Company, and for compliance with the Dealer Agreement, and any other obligations to the Company.
To prevent the circumvention of Sections 4.26, (regarding Business transfers and assignments), and 4.5, (regarding Sponsorship Changes), if any Affiliated Party wants to terminate his or her relationship with the Business Entity, notify the Company in writing that he or she has terminated their affiliation with the Business Entity, and must comply with the provisions of Section 4.27. In addition, the party foregoing their interest in the Business Entity may not participate in any other Business for six (6) consecutive calendar months in accordance with Section 4.5.1. If the Business Entity wishes to bring on any new Affiliated Party, it must adhere to the requirements of Section 4.26.
The modifications permitted within the scope of the Section 4.4 do not include a change of sponsorship. Changes of sponsorship are addressed in Section 4.5.
4.4.1 CHANGES TO A BUSINESS ENTITY: A Dealer may change its status under the same Sponsor form an individual to a partnership, LLC, corporation or trust, or from one type of entity to another. The Company may impose a fee for each change requested, which much be paid with the written request and the completed Dealer Application. Such changes shall be processed only once per year and much be submitted by November 30 to become effective on January 1 of the following year. In addition, Dealers operating their Business utilizing a Business Entity must notify the Company of the addition or removal of any officers, directors, shareholders, managers, members or business associates of the Business Entity.
4.5 CHANGE OF SPONSOR: To protect the integrity of all Marketing Organization and safeguard the hard work of all Dealers, the Company does not permit changes in sponsorship. Maintaining the integrity of sponsorship is critical for the success of every Dealer and Marketing Organization.
4.5.1 CANCELLATION AND REAPPLICATION: A Dealer may legitimately change organization by notifying the Company in writing that they are voluntarily cancelling his or her business and thereafter remaining inactive, (i.e., no purchases of products for resale, no sales of our products, no sponsoring, no attendance at any functions, and no participation in any other form of Dealer activity or operation of any other Business), for six (6) consecutive calendar months. Following the six (6) month period of inactivity, the former Dealer may reapply under a new Sponsor, however, the former Dealer’s Marketing Organization will remain in the original line of sponsorship. The Company will consider waiving the six (6) month waiting period under exceptional circumstances. Such requests for waiver must be submitted to the Company in writing.
4.6 UNAUTHORIZED CLAIMS AND ACTIONS
4.6.1 INDEMNIFICATION: A Dealer is fully responsible for all of his or her verbal and written statements made regarding our products, services, the Opportunity and the Compensation Plan which are not expressly contained in Official Materials. Dealers agree to indemnify the Company and our directors, officers, employees, and agents, and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by them as a result of the Dealer’s unauthorized representations or actions. This provision shall survive the termination of the Agreement.
4.6.2 PRODUCT CLAIMS: No claims, (which include personal testimonials), as to therapeutic, curative or beneficial properties of any products offered by the Company may be made except those contained in our Official Literature. In particular, no Dealer may make any unsubstantiated health claims including but not limited to our products being useful in cure, treatment, diagnosis, mitigation or prevention.
4.6.3 INCOME CLAIMS: Dealers may not make income claims or earning representations to recruit potential Dealers into the Business. The Federal Trade Commission and several states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in network marketing. While Dealers may believe it beneficial to provide copies of checks, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact the Company as well as the Dealers making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation.
Because we do not have the data necessary to comply with the legal requirements for making income claims, a Dealer, when presenting or discussing the Opportunity or the Compensation Plan to a prospective Dealers, may not make income projections, income claims, or disclose his or her income, (including the showing of checks, copies of checks, bank statements, or tax records).
4.7 COMMERCIAL OUTLETS: Without the prior written consent of the Company, Dealers may not sell our products from a commercial outlet, nor may Dealers display or sell our products or literature in any retail or service establishment. In the event the Company consents to such outlet or retail or service establishment, the Company reserves the right in its sole judgment and discretion to rescind such approval. If the Company rescinds such approval, the Company shall not be liable for any claims arising from or relating to such rescission, (including claims for damages, remuneration, bonuses, compensation, lost profits or loss of opportunity), and Dealer waives all such claims arising out of or pertaining thereto.
4.8 TRADE SHOWS, EXPOSITIONS AND OTHER SALES FORUMS: Dealers may display and/or sell our products at trade shows and professional expositions only after receiving approval of the Company. The Company reserves the right to refuse authorization to participate at any function which it deems is not a suitable forum for the promotion of our products, services, or the Opportunity. Approval will not be given for swap meets, garage sales, flea markets or farmer’s markets as these events are not conducive to the professional image of the Company.
4.9 CONFLICTS OF INTEREST
4.9.1 NONSOLICITATION: Dealers are free to participate in other multilevel or network marketing business ventures or marketing opportunities, (collectively “network marketing”). However, during the term of the Agreement, Dealers may not directly or indirectly recruit other Dealers or Customers for any other network marketing business.
Following the cancellation of a Dealer’s Agreement, and for a period of six (6) consecutive calendar months thereafter, with the exception of a Dealer who was personally sponsored by the former Dealers, a former Dealer may not Recruit any other Dealer or Customer for another network marketing business.
4.9.2 SALE OF COMPETING GOODS OR SERVICES: Dealers must not sell, or attempt to sell, any competing non-Company programs, products or services to Customers or Dealers. Any program, product or service in the same generic categories as our products or services is deemed to be competing, regardless of differences in cost, quality, or other distinguishing factors. In addition, Dealers may not sell, or attempt to sell to any Customers or Dealers, any non-Company sales aid, promotional material, advertising, training programs, lead generation tools, or other similar programs or services which are intended to be used in the promotion or marketing of our Business.
4.9.3 DEALER PARTICIPATION IN OTHER DIRECT SELLING PROGRAMS: If a Dealer is engaged in other non-Company direct selling programs, it is the responsibility of the Dealer to ensure that his or her Business is operated entirely separate and apart from any other program in which the Dealer participates. To this end, the following must be adhered to:
a.) The Dealer shall not display Company promotional materials, sales aids, products or services with or in the same location as any non-Company promotional materials, sales aids, products or services.
b.) The Dealer may not offer the Opportunity, or our products or services to prospective or existing Customers or Dealers in conjunction with any non-Company program, opportunity, product or service.
c.) The Dealer may not offer any non-Company opportunity, products or services at any Company-related meeting, seminar or convention, or within a five-mile radius of the Company event. If the Company related meeting is held via telephone or the internet, any non-Company meeting must be at least two hours before or after the Company related meeting, and on a different conference telephone number on internet web address from the Company related meeting.
4.9.4 DOWNLINE ACTIVITY (GENEALOGY) REPORTS: Downline Activity Reports are available for Dealer access and viewing at the back office of each Dealer’s replicated website. Access to online Downline Activity Reports is password protected. ALL DOWNLINE ACTIVITY REPORTS AND THE INFORMATION CONTAINED THEREIN ARE CONFIDENTIAL AND CONSTITUTE PROPRIETARY INFORMATION AND BUSINESS TRADE SECRETS BELONGING TO THE COMPANY. Downline Activity Reports are provided to Dealers in the strictest confidence and are made available to Dealers for the sole purpose of assisting Dealers in working with their respective Marketing Organizations in the development of their Business. Dealers should use their Downline Activity Reports to assist, motivate, and train their downline Dealers. The Dealer and the Company agree that, but for this agreement of confidentiality and nondisclosure, the Company would not provide Downline Activity Reports to the Dealer. A Dealer shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:
a.) Directly or indirectly use or disclose any information contained in any Downline Activity Report to any third party;
b.) Directly or indirectly disclose the password or other access code to his or her Downline Activity Report or back office;
c.) Use the information contained in any Downline Activity Report to compete with the Company or for any purpose other than promoting or supporting his or her Business; or
d.) Solicit or Recruit any Dealer or Customer listed on any Downline Activity Report, or in any manner attempt to influence or induct any Dealer or Customer to alter their business relationship with the Company.
Upon demand by the Company, any current or former Dealer will return the original and all copies of Downline Activity Reports to the Company.
4.10 TARGETING OTHER DIRECT SELLERS: The Company does not condone Dealers specifically or consciously targeting the sales force of another direct sales company to become Dealers, nor does the Company condone Dealers solicitation or enticement of member of the sales force of another direct sales company to violate the terms of their contract with such other company. Should Dealers engage in such activity, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration or mediation is brought against a Dealer alleging that he or she engaged in inappropriate Recruiting activity of its sales force or Customers, the Company will not pay any of the Dealer’s defense costs or legal fees, nor will the Company indemnify the Dealer for any judgment, award, or settlement.
4.11 CROSS-SPONSORING: Actual or attempted cross sponsoring is strictly prohibited. “Cross Sponsoring” is defined as the enrollment of an individual or entity that already is a Customer or has a current Dealer Agreement on file with the Company, or who has had such a relationship or an agreement within the preceding six (6) consecutive calendar months, within a different line of sponsorship. The use of a spouse’s or relative’s name, trade name, BDAs, assumed names, corporations, partnerships, trusts, federal ID numbers, fictitious ID numbers or any straw-man or other artifice to circumvent this policy is prohibited. Dealers shall not demean, discredit or defame other Dealers in an attempt to entice another Dealer to become part of the first Dealer’s Marketing Organization. This policy shall not prohibit the transfer of a Dealer’s Business in accordance with Section 4.27.
If Cross Sponsoring is discovered, it must be brought to the Company’s attention immediately. The Company may take disciplinary action against the Dealer that changed organizations and/or those Dealers who encouraged or participated in the Cross Sponsoring. The company may also move all or part of the offending Dealer’s Marketing Organization to his or her original Marketing Organization if the Company deems it equitable and feasible to do so. However, the Company is under no obligation to move the Cross Sponsored Dealer’s Marketing Organization, and the ultimate disposition of the organization remains within the sole judgement and discretion of the Company. THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS OR CAUSES OF ACTION ARISING FROM OR RELATING TO THE DISPOSITION OF THE CROSS SPONSORED DEALER’S MARKETING ORGANIZATION, (INCLUDING CLAIMS FOR DAMAGES, COMPENSATION, REMUNERATION, BONUSES, LOST PROFITS OR LOSS OF OPPORTUNITY), AND DEALERS WAIVE ALL SUCH CLAIMS ARISING FROM OR RELATED TO SUCH DISPOSITION.
4.12 ERRORS OR QUESTIONS: If a Dealer has questions about or believe any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the Dealer must notify the Company in writing within ten (10) days of the date of the purported error or incident in question. The Company will not be responsible for any errors, omissions or problems not reported to the company within ten (10) days.
4.13 GOVERNMENTAL APPROVAL OR ENDORSEMENT: Neither federal nor state regulatory agencies or officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Dealers shall not represent or imply that the Company or its Compensation Plan have been “approved,” “endorsed” or otherwise sanctioned by any government agency.
4.14 HOLDING APPLICATIONS OR ORDERS: Dealers must not manipulate enrollments of new applicants and purchases of products. All Dealer Applications, and product orders must be sent to the Company within 72 hours from the time they are signed by a Dealer or placed by a Customer, respectively.
4.15 IDENTIFICATION: All Dealers are required to provide their Social Security Number, or a Federal Employer Identification Number to the Company on the Dealer Application. Upon enrollment, the Company will provide a unique Dealer Identification Number to the Dealer by which he or she will be identified. This number will be used to place orders, and track commissions and bonuses.
4.16 INCOME TAXES: Each Dealer is responsible for paying local, state and federal taxes on any income generated as an Independent Dealer. If a Dealer’s Business is tax exempt, the Federal Tax Identification Number must be provided to the Company. Every year, the Company will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident who (1) Had earning over $600 in the previous calendar year; or (2) Made purchases during the previous calendar year in excess of $5,000.
4.17 INDEPENDENT CONTRACTOR STATUS: Dealers are independent contractors, and are not purchasers of a franchise or a business opportunity. The agreement between the Company and its Dealers does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Dealer. Dealers shall not be treated as an employee for his or her services or for federal or state tax purposes. All Dealers are responsible for paying local, state, and federal taxes due from all compensation earned as a Dealer. The Dealer has no authority, (expressed or implied), to bind the Company to any obligation. Each Dealer shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Dealer Agreement, and applicable laws.
The name of the Company and other names as may be adopted by the Company are proprietary trade names, trademarks and service marks of the Company. As such, these marks are of great value to the Company and are supplied to Dealers for their use only in an expressly authorized manner. Use of the Company name on any item not produced by the Company is prohibited except as follows:
AirRestore Authorized Dealer
Dealers may list themselves as an “AirRestore Authorized Dealer” in the white or yellow pages of the telephone directory under their own name. No Dealer may place telephone directory ads using the Company’s name or logo. Dealers may not answer the telephone by saying “AirRestore,” “AirRestore Incorporated,” or in any other manner that would lead the caller to believe that he or she has reached corporate offices of the Company.
4.18 INSURANCE: You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy does not cover business related injuries, or the theft of or damage of inventory or business equipment. Contact your insurance agent to make certain that your business property is protected. This can be often be accomplished with a simple “Business Pursuit” endorsement attached to your present homeowner’s policy.
4.19 INTERNATIONAL MARKETING: Because of critical legal and tax considerations, the Company may in its sole judgment and discretion limit the resale of our products and services, and the presentation of the Opportunity or the Business to prospective Customers and Dealers located within the United States and U.S. Territories and those other countries that the Company designates.
In the event the Company imposes such limitation, Dealers are authorized to sell our products and services, and enroll Customers or Dealers only in those countries designated by the Company in Official Literature.
4.20 INVENTORY LOADING: Dealers must never purchase more products than they can reasonably use or sell to retail Customers in a month, and must not influence or attempt to influence any other Dealer to buy more products than they can reasonably use or sell to retail Customers in a month.
4.21 ADHERENCE TO LAWS AND ORDINANCES: Dealers shall comply with all federal, state, and local laws and regulations in the conduct of their Business. Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to the Dealers because of the nature of their business. However, Dealers must obey those laws that do apply to them. If a city or county official tells a Dealer that an ordinance applies to him or her, the Dealer shall be polite and cooperative, and immediately send a copy of the ordinance to the Compliance Department of the Company. In most cases there are exceptions to the ordinance that may apply to Dealers.
4.22 MINORS: A person who is recognized as a minor in his or her state or country of residence may not be a Dealer. Dealers shall not enroll or Recruit minors into their Marketing Organization.
4.23 ONE BUSINESS CENTER PER DEALER AND PER HOUSEHOLD: Except as otherwise expressly permitted in the Compensation Plan, a Dealer may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one Business and one Business Center. Individuals of the same family unit may not enter into or have an interest in more than one Business or one Business Center. A “family unit” is defined as spouses and dependent children living at or doing business at the same address. A “Business Center” is defined as a Dealer’s position in our network organization which establishes the basis for compensation, rewards and bonuses under the Compensation Plan.
In order to maintain the integrity of the Compensation Plan, husbands and wives or common-law couples, (collectively “spouses”), who wish to become Dealers must be jointly sponsored as one Business and one Business Center. Spouses, regardless of whether one or both are signatories to the Dealer Application, may not own or operate any other Business Center or Business, either individually or jointly, nor may they participate directly or indirectly, (as a shareholder, partner, trustee, trust beneficiary, or any other legal or equitable ownership), in the ownership or management of another Business Center or Business in any form.
An exception to the one Business Center or Business per Dealer rule will be considered on a case by case basis if two Dealers marry, in cases of a Dealer receiving an interest in another Business or Business Center through inheritance or in other limited circumstances. Requests for exceptions to the policy must be submitted in writing to the Company’s Compliance Department.
4.24 ACTIONS OF HOUSEHOLD MEMBERS OR AFFILIATED INDIVIDUALS: If any member of a Dealer’s immediate household engages in any activity which, if performed by the Dealer, would violate any provision of the Agreement, such activity will be deemed a violation by the Dealer and the Company may take disciplinary action against the Dealer. Similarly, if any individual associated in any way with a corporation, partnership, trust or other entity, (collectively “affiliated individual”), violates the Agreement, such action(s) will be deemed a violation by the entity, and the Company may take disciplinary action against the entity.
4.25 REQUESTS FOR RECORDS: Any request from a Dealer for copies of invoices, applications, Downline Activity Reports, or other records will require a fee of $1.00 per page per copy. This fee covers the expense of mail and time required to research files and make copies of the records.
4.26 SALE, TRANSFER OR ASSIGNMENT OF A BUSINESS: Although a Dealer’s Business is a privately owned, independently operated business, the sale, transfer or assignment of a Dealer’s Business, (or Business Center), and the sale, transfer or assignment of an Affiliated Party’s, (see Section 4.4), interest in a Business Entity that owns or operates a Business is subject to certain limitations. If a Dealer wishes to sell his or her business, (or Business Center), or an Affiliated Party wishes to sell his or her interest in a Business Entity that owns or operates a Business, the following criteria must be met:
a.) Protection of the existing line of sponsorship must always be maintained so that the Business, (or Business Center), continues to be operated in that line of sponsorship.
b.) The buyer or transferee must become a qualified Dealer.
c.) Before the sale, transfer or assignment can be finalized and approved by the Company, any debt obligation the selling party has with the Company must be satisfied.
d.) The selling party must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign his or her Business, (or Business Center) or his or her interest in a Business Entity that owns or operates a Business.
Prior to selling a Business, (or Business Center), or an interest in a Business Entity, the selling party must notify the Company’s Compliance Department in writing and advice the Company of his or her intent to sell his or her Business, or (Business Center), or his or her interest in the Business Entity. The Company reserves the right to request additional documentation that may be necessary to analyze the transaction between the buyer and seller. The Compliance Department will, under its sole and absolute discretion, approve or deny the sale, transfer or assignment within 30 days after its receipt of all necessary documents from the parties.
THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS ARISING FROM OR RELATED TO ANY DENIAL OF REQESTS TO SELL, TRANSFER OR ASSIGN A BUSINESS OR BUSINESS CENTER, (INCLUDING CLAIMS FOR DAMAGES, COMPENSATION, REMUNERATION, BONUSES, LOST PROFITS OR LOSS OF OPPORTUNITY), AND DEALERS WAIVE ALL CLAIMS ARISING FROM OR RELATED TO ANY SUCH DENIAL.
The selling party must receive written approval from the Compliance Department before proceeding with the sale. If the parties fail to obtain the Company’s approval for the transaction, the transfer shall be voidable at our option. The purchaser of the existing Business, (or Business Center), will assume the obligations and position of the selling Dealer. A Dealer who sells his or her Business shall not be eligible to reapply as a Dealer for a period of at least six (6) consecutive calendar months after the date of the sale.
No changes in the line of sponsorship can result from the sale or transfer of a Business, (or Business Center).
4.27 SEPARATION OF A BUSINESS: Dealers sometimes operate their Business as husband-wife partnerships, regular partnerships, corporations or trusts. At such time as a marriage may end in divorce or a corporation, partnership or trust, (the latter three entities are collectively referred to herein as “entities”), may dissolve, arrangements must be made to assure that any separation or division of the Business is accomplished so as not to adversely affect the interests and income of other Businesses up or down the line of sponsorship. If the separating parties fail to provide for the best interests of other Dealers and the Company in a timely fashion, the Company will involuntarily terminate the Dealer Agreement.
During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:
a.) One of the parties may, with consent of the other(s), operate the Business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize the Company to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.
b.) The parties may continue to operate the business jointly on a “business-as-usual” basis, whereupon all compensation paid by the Company will be paid according to the status quo as it existed prior to the divorce filing or dissolution proceedings. This is the default procedure if the parties do not agree on the format set forth above.
c.) If the Business consists of multiple Business Centers, the parties follow the procedures for transfer set forth in Section 4.26.
Under no circumstances will the Marketing Organization of divorcing spouses or a dissolving business entity be divided, (except in connection with an approved Business Center transfer). Similarly, under no circumstances will the Company split commission and bonus checks between divorcing spouses or member of dissolving entities. The Company will recognize only one Marketing Organization, (except in connection with an approved Business Center transfer), and will issue only one commission check per Business per commission cycle. Commission checks shall always be issued to the same individual or entity. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the Business in a timely fashion as determined by the Company, the Dealer Agreement shall be involuntarily cancelled.
If a former spouse has completely relinquished all rights in the original Business pursuant to a divorce, he or she is thereafter free to enroll under any Sponsor of his or her choosing without waiting six (6) consecutive calendar months. In the case of business entity dissolutions, the former partner, shareholder, member, or other entity affiliate who retains no interest in the Business must wait six (6) consecutive calendar months from the date of the final dissolution before reenrolling as a Dealer. In either case, the former spouse or business affiliate shall have no rights to any Dealers in their former organization or to any former Customer. They must develop the new business in the same manner as would any other new Dealer.
4.28 SPONSORING: All active Dealers in good standing have the right to sponsor and enroll others into the Company. Each prospective Customer or Dealer has the ultimate right to choose his or her own Sponsor. If two Dealers claim to be the Sponsor of the same new Dealer or Customer, the Company in its sole judgment and discretion shall determine the Sponsor of such new Dealer or Customer.
4.29 SUCCESSION: Upon the death or incapacitation of a Dealer, his or her Business may be passed to his or her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, a Dealer should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a Dealer’s Business is transferred by a will or other testamentary process, the beneficiary acquired the right to collect all bonuses and commissions of the deceased Dealer’s Marketing Organization provided the following qualifications are met. The successor(s) must:
a.) Complete and execute an Dealer Application;
b.) Comply with terms and provision of the Agreement; and
c.) Meet all of the qualifications for the deceased Dealer’s status.
Bonus and commission checks of a Dealer’s Business transferred pursuant to this section will be paid in a single check jointly to the devisees. The devisees must provide the Company with “address of record” to which all bonus and commission checks will be sent. If the Business is bequeathed to joint devisees, they must form a business entity and acquire a federal taxpayer identification number. The Company will issue all bonus and commission check and one 1099 to the business entity.
4.30 TRANSFER UPON DEATH OF A DEALER: To effectuate a testamentary transfer of a Dealer’s Business, the Personal Representative or Executor of the estate of the deceased Dealer must provide all necessary documentation to establish a successor’s or successors’ right to the subject Business. The successor or successors must complete and execute a Dealer Application and meet the other requirements set forth in Section 4.29.
4.31 TRANSFER UPON INCAPACITATION OF A DEALER: To effectuate a transfer of a Dealer’s Business because of incapacity, the Trustee of the incapacitated Dealer must provide all necessary documentation to establish the right of the subject Trust and Trustee to the subject Business. The Trustee must, on behalf of the Trust, complete and execute a Dealer Application and meet the other requirements set forth in Section 4.29.
4.32 TELEMARKETING: Dealer must follow the Federal Trade Commission and the Federal Communication Commission laws that restrict telemarketing practices. Both federal agencies, (as well as a number of states), have “do not call” regulations as part of their telemarketing laws.
However, a telephone call(s) placed to a prospective Customer or Dealer, (a “prospect”), may be permissible under certain situations:
a.) If the Dealer has an established business relationship with the prospect. An “established business relationship” is a relationship between a Dealer and a prospect based on the prospect’s purchase, rental, or lease of goods or services from the Dealer, or a financial transaction between the prospect and the Dealer, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect’s purchase of a product or service.
b.) The prospect’s personal inquiry or application regarding a product or service offered by a Dealer, within three (3) months immediately preceding the date of such a call.
c.) If the Dealer receives written and signed permission from the prospect authorizing the Dealer to call. The authorization must specify the telephone number(s) which the Dealer is authorized to call.
d.) You may call family members, personal friends and acquaintances. An “acquaintance” is someone with whom you have had at least a recent first-hand relationship within the preceding three (3) months.
In addition, Dealers shall not use automatic telephone dialing systems relative to the operation of their Business. The term “automatic telephone dialing system” refers to equipment which has the capacity to: (a) store and product telephone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers.
PLEASE BE AWARE FEDERAL AND STATE LAWS MAY CONTAINS EXCEPTIONS TO THE FOREGOING SITUATIONS, (FOR INSTANCE, NO CALLS IN SOME STATES ON CERTAIN HOLIDAYS), AND CHANGE FROM TIME TO TIME. THE FOREGOING ARE GUIDELINES ONLY. YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL FEDERAL AND STATE LAWS CONCERNING TELEMARKETING ACTIVITIES.
4.33 BACK OFFICE ACCESS: The Company makes online back offices available to its Dealers. Back offices provide Dealers access to confidential and proprietary information that may be used solely and exclusively to promote the development of a Dealer’s Business and to increase sales of our products. However, access to a back office is a privilege, and not a right. The Company reserves the right to deny Dealers’ access to the back office at its sole judgment and discretion.
4.34 PLACEMENT: The Company shall establish in its sole and absolute discretion and judgment, the hierarchy of the Company’s network marketing organization for all purposes including the Compensation Plan. This shall include, without limitations, the placement of each Dealer, each Dealer’s Business Center, and each Dealer’s Marketing Organization and/or downline organizations within the company’s network marketing organization. This shall also include without limitation, determining and establishing the Dealers and Customers which are included in a Dealer’s Marketing Organization and/or downline organizations. The Company may adjust or modify the hierarchy at any time in its sole judgment or discretion. It is understood that the hierarchy established by the Company, (as may be adjusted or modified), shall be used by the company to administer the Compensation Plan, including establishing and determining each Dealer’s enrollment tree and/or placement tree under the Compensation Plan.
Section 5 RESPONSIBILITES OF DEALERS
5.1 CHANGE OF CONTACT INFORMATION: To ensure timely delivery of products, support materials, and commission checks, it is critically important that our files are current. Street addresses are required for shipping. Dealers planning to move should update their mailing address, shipping address, email address and telephone number information via the back office function of the Dealer’s replicated website. To guarantee proper delivery, two weeks’ advance notice must be provided to the Company on all changes.
5.2 CONTINUING DEVELOPMENT OBLIGATIONS
5.2.1 ONGOING TRAINING: Any Dealer who sponsors another Dealer into the Company must perform a bona fide assistance and training function to ensure that his or her Marketing Organization is properly operating his or her Business. Dealers must have ongoing contact and communication with the Dealers in their Marketing Organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voicemail, electronic mail, and the accompaniment of downline Dealers to our meetings, training sessions, and other functions. Upline Dealers are also responsible to motivate and train new Dealers in product knowledge, effective sales techniques, the compensation Plan, and compliance with Company Policies and Procedures. Communication with and the training of downline Dealers must not, however, violate Section 4.2, (regarding the development of Dealer-produced sales aids and promotional materials).
Dealers should monitor the Dealers in the Marketing Organizations to guard against downline Dealers making improper product or business claims, or engaging in any illegal or inappropriate conduct.
5.2.2 INCREASED TRAINING AND RESPONSIBILITIES: As Dealers progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of our program. They will be called upon to share this knowledge with lesser experience Dealers within their organization.
5.2.3 ONGOING SALES RESPONSIBILITES: Regardless of their level of achievement, Dealers have an ongoing obligation to continue to personally promote sales through the generation of new Customers and through servicing their existing Customers.
5.3 NONDISPARAGEMENT: Dealers should submit their constructive criticisms and comments in writing to the Dealer Services Department. Dealers must not disparage, demean, or make negative remarks about the Company, other Dealers, our products, the Compensation Plan, or our directors, officers, or employees.
5.4 PROVIDING DOCUMENTATION TO APPLICANTS: Dealers must provide the most current version of the Policies & Procedures and the Compensation Plan to individuals whom they are sponsoring to become Dealers before the applicant signs a Dealer Application. Additional copies of the Policies & Procedures and Compensation Plan can be downloaded from the back office.
5.5 REPORTING POLICY VIOLATIONS: Dealers observing a Policy violation by another Dealer should submit written report of the violation directly to the attention of our Compliance Department. Details of the incidents such as dates, number of occurrences, person involved, and any supporting documentation should be included in the written report.
5.6 VENDOR CONFIDENTIALITY/COMMUNICATIONS: Our business relationships with our marketing alliances, vendors, suppliers, Company associates or former employees within or outside the corporate workplace and confidential, proprietary, and not to be circumvented by either the Dealer or the vendor. A Dealer shall not contact, directly or indirectly, or speak to or communicate with any representative of any supplier or manufacturer of the Company except at a Company sponsored event at which the representative is present at the request of the Company or as otherwise expressly permitted in writing by the Company. Violation of this regulation may result in termination of the Dealer and possible claims of damages against the Dealer and/or vendor.
Section 6 SALES REQUIREMENTS
6.1 PRODUCT SALES: Our Compensation Plan is based on the sale of our products and services to end consumers. Dealers must fulfill personal and Marketing Organization retail sales requirements, (as well as meet other responsibilities set forth in the Compensation Plan), to be eligible for bonuses, commissions and advancement to higher levels of achievement.
6.2 NO TERRITORY RESTRICTIONS: There are no exclusive territories granted to anyone. No franchise fees are required.
6.3 SALES RECEIPTS: All Dealers must provide their retail Customers with the appropriate receipt documentation in accordance with their local laws. Dealers must maintain all retail sales receipts for a period of two years and furnish them to the Company at the Company’s request. Records documenting the direct purchases from the company by Dealer’s Customers will be maintained by the Company.
Remember that retail Customers must receive two copies of the sales receipt. In addition, Dealers must orally inform the buyer of his or her cancellation rights.
Section 7 BONUSES AND COMMISSIONS
7.1 BONUSES AND COMMISSION QUALIFICATIONS: A Dealer must be active and in compliance with the Agreement to qualify for bonuses, commissions, rewards and other compensation. So long as a Dealer complies with the terms of the Agreement, the Company shall pay commissions to such Dealer in accordance with the Compensation Plan.
7.2 ADJUSTMENTS TO BONUSES AND COMMISSIONS
7.2.1 ADJUSTMENTS FOR RETURNED PRODUCTS AND CANCELLED SERVICES: When a product is returned to the Company for a refund or repurchase, or a service is cancelled and the Customer is entitled to a refund either of the following may occur at the Company’s discretion: (1) the bonuses and commissions attributable to the returned or repurchased product or the refunded service will be deducted, in the month in which the refund is given and continuing every pay period thereafter until the bonuses and commissions are recovered, from the Dealers who received bonuses and commissions on the sales of the refunded product or cancelled service; or (2) the Dealers who earned commissions or bonuses based on the sale of the returned product or cancelled service will have the corresponding points deducted from their group volume in the next month and all subsequent months until such points are completely recovered.
7.3 REPORTS: All information provided by the Company in online Downline Activity Reports, including but not limited to personal and group sales volume, (or any part thereof), and downline sponsoring activity is believed to be accurate and reliable. Nevertheless, due to various factors including, but not limited to, the inherent possibility of human and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments; returned products; credit card and electronic check charge-backs; the information is not guaranteed by the Company or any persons creating or transmitting the information.
ALL PERSONAL AND GROUP SALES VOLUME INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR, BUT WITHOUT LIMITATION, THERE SHALL BE NO WARRANTIES OF MERCHANTABALITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY DEALER OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND GROUP SALES VOLUME INFORMATION, (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES OR COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF THE COMPANY OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Access to and use of our online reporting services and your reliance upon such information is at your own risk. All such information is provided to you “as is.” If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access our online services and your reliance upon the information.
Section 8 PRODUCT GUARANTEE, WARRANTY, RETURNS, CANCELLATIONS AND INVENTORY REPURCHASE
8.1 PRODUCT GUARANTEE: The Company offers a thirty (30) day money back guarantee, (less any
applicable charges / shipping and handling), to all Dealers. In order to receive a refund from the Company pursuant to this policy, the requirements must be met from Section 8.8 in addition to the following:
a.) All product must be post-marked within thirty (30) days of the ship date.
b.) The items must be in Resalable condition, (see Definition of “Resalable” in Section 12).
c.) Original purchase cannot be the free system from the initial enrollment kit;
8.2 ORIGINAL SERIES – ONE YEAR LIMITED WARRANTY: Applicable Company products are warranted to be free from defects in materials or workmanship for one (1) year from the date of purchase from an Authorized Dealer of AirRestore Inc. products. Within this period, we will, at our sole discretion, repair or replace any components that fail in normal use. Such repairs or replacement will be made at no charge to the Dealer or Customer for parts and/or labor, provided that the Dealer or Customer shall be responsible for any transportation charges. Replacement products may be new or refurbished at our discretion.
ELEMENT SERIES – FIVE YEAR LIMITED WARRANTY: Applicable Company products are warranted to be free from defects in materials or workmanship for five (5) year from the date of purchase from an Authorized Dealer of AirRestore Inc. products. Within this period, we will, at our sole discretion, repair or replace any components that fail in normal use. Such repairs or replacement will be made at no charge to the Dealer or Customer for parts and/or labor, provided that the Dealer or Customer shall be responsible for any transportation charges. Replacement products may be new or refurbished at our discretion.
This warranty does not apply to: (i) cosmetic damage, such as scratches, nicks, stains and dents; (ii) consumable parts, such as batteries, unless product damage has occurred due to a defect in materials or workmanship; (iii) damage caused by accident, abuse, misuse, water, flood, fire, or other acts of nature or external causes; (iv) damage caused by service performed by anyone who is not an authorized service provider of the Company; or (v) damage to a product that has been modified or altered without the prior written permission of the Company.
Repairs have a ninety (90) day warranty. If the unit sent in is still under its original warranty, then the new warranty will be the longer of ninety (90) days or the balance of the original one-year warranty.
The warranties and remedies contained herein are exclusive and in lieu of all other warranties express, implied, or statutory, including any liability arising under any warranty of merchantability or fitness for a particular purpose, statutory or otherwise. Subject to applicable law, in no event shall our liability exceed the purchase price of the Hardware.
8.3 RETURNS BY RETAIL CUSTOMERS: The Company offers, through its Dealers, a thirty (30) day money back guarantee to all retail Customers. Every Dealer is bound to honor the retail Customer guarantee. If, for any reason, a retail Customer is dissatisfied with any product or service, the retail Customer may return the unused portion of the product to the Dealer from whom it was purchased, within thirty (30) days, for replacement, exchange or a full refund of the purchase price, (less any applicable charges).
a.) All product must be post-marked within thirty (30) days of the ship date.
b.) The items must be in Resalable condition, (see Definition of “Resalable” in Section 12);
8.4 RETURNS BY DEALERS: Upon receipt of resalable products and sales aids, the Dealer will be reimbursed the net cost of the original purchase price(s). Shipping charges incurred by a Dealer when the items were purchased will not be refunded. If the purchase was made through a credit card, the refund will be credited back to the same account. If a Dealer was paid a bonus or commission based on a product that he or she purchased, and such product is subsequently returned for a refund the commission that was paid to the Dealer based on that product purchase will be deducted from the amount of the refund. In order to receive a refund from the Company pursuant to this policy, the requirements must be met from Section 8.8.
a.) All product must be post-marked within thirty (30) days of the ship date.
b.) The items must be in Resalable condition, (see Definition of “Resalable” in Section 12).
c.) Original purchase cannot be the free system from the initial enrollment kit;
8.4.1 WARRANTY EXCHANGE: To receive a replacement product on incomplete or defective product the Dealer must report the matter within thirty (30) days from the ship date.
8.4.2 PRODUCT EXCHANGE: If the Dealer would like to exchange a product model, the Dealer must request the exchange within thirty (30) days from the ship date. An exchange will only be honored for the equivalent model of the product the dealer would like to exchange. Upgrade exchanges will not be permitted. The Dealer is responsible for shipping product to and from the Company.
8.5 ORDER CHANGES AND CANCELLATIONS: Your order begins processing as soon as you click the “Submit” button. After submission, it may be possible to change or cancel your order by calling us directly. Once inventory has been allocated to your order, it cannot be changed or canceled. IMPORTANT: Any attempts to change or cancel your order after it moves into the shipping process does not guarantee the order will be changed or will not be shipped. If we are unable to change or stop your order, you can return or exchange any unwanted items in accordance with our return policy.
8.6 RETURN OF INVENTORY AND SALES AIDS BY DEALERS UPON CANCELLATION: Upon cancellation of a Dealer’s Agreement, the Dealer may return any products and sales aids held in his or her inventory, except for the initial enrollment kit, for a refund, (less any applicable charges / shipping and handling). In order to receive a refund from the Company pursuant to this policy, the following requirements must be met:
a.) The items being returned must have been personally purchased by the Dealer from the Company, (purchases from other Dealers or third parties are not subject to refund);
b.) The items must be in Resalable condition, (see Definition of “Resalable” in Section 12);
c.) The items must have been purchased from the Company within one year prior to the date of cancellation.
Upon receipt of resalable products and sales aids, the Dealer will be reimbursed 85% of the net cost of the original purchase price(s) if return is within the first thirty (30) days, and 80% if return is outside of the thirty (30) days. Shipping charges incurred by a Dealer when the items were purchased will not be refunded. If the purchase was made through a credit card, the refund will be credited back to the same account. If a Dealer was paid a bonus or commission based on a product that he or she purchased, and such product is subsequently returned for a refund the commission that was paid to the Dealer based on that product purchase will be deducted from the amount of the refund. In order to receive a refund from the Company pursuant to this policy, the requirements must be met from Section 8.8.
8.7 UNAUTHORIZED RETURNS: The Company defines an unauthorized return as any merchandise returned to our facilities without a valid and current RMA number issued by the Company. Failure to properly mark packages with a valid RMA number, or allowing an RMA number to expire will cause the Company to consider a return unauthorized. Any merchandise returned without a RMA number will not be subject to a refund or credit and the Company will discard the product. The Dealer or Customer assumes all shipping and handling charges for any unauthorized return.
8.8 PROCEDURES FOR ALL RETURNS: The following procedures apply to all returns for refund, repurchase, warranty or exchange:
a.) All merchandise must be returned by the Dealer or Customer who purchased it directly from the Company.
b.) All products to be returned must have a Return Authorization Number which is obtained by calling the Dealer Services Department. This Return Authorization Number must be written on each package returned. Products returned without a RMA number will not be refunded or credited and will be discarded.
c.) Your return must be received no later than two (2) weeks after we have provided your RMA number.
d.) The returns must be accompanied with the original or a copy of the original packing slip.
e.) If product was purchased in any type of kit, it must be returned with all product and marketing materials unused and in its original packaging. If only a portion of a stocked package (several products grouped under one item name/number) is returned, the full value and Personal Volume (PV) of the item(s) kept will be deducted from the refund on the return order.
a. If the product being returned is part of the Original Series enrollment kit, the free system can be returned but there will be no refund allocated with it. The $419.00 is nonrefundable since it is an enrollment fee.
b. If the product being returned is part of the Element Series enrollment kit, the free system can be returned but there will be no refund allocated with it. The $499.00 is nonrefundable since it is an enrollment fee.
f.) The Dealer or Customer is responsible for all shipping costs and must use a traceable shipping method. Proper shipping container(s) and packing materials are to be used in packaging the product(s) being returned for replacement, and the best and most economical means of shipping is suggested. All returns must be shipped to the Company shipping pre-paid. The company does not accept shipping-collect packages. The risk of loss in shipping for returned product shall be on the Dealer. If returned product is not received by the Company’s Distribution Center, it is the responsibility of the Dealer to trace the shipment.
g.) If a Dealer is returning merchandise to the Company that was returned to him or her by a personal retail Customer, the product must be received by the Company within ten (10) days from the date on which the retail Customer returned the merchandise to the Dealer, and must be accompanied by the sales receipt the Dealer gave to the retail Customer at the time of the sale.
h.) Once your order is received and inspected at our return processing center (usually within 10 business days), your refund will be processed to the credit card used to purchase the order. Depending on your credit card company, it may take an additional 2-10 business days after your refund is applies for monies to post to your account.
i.) The items must be in Resalable condition, (see Definition of “Resalable” in Section 12);
Section 9 DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
9.1 DISCIPLINARY SANCTIONS: Violation of the Agreement, (including these Policies & Procedures), violation of any common law duty, including but not limited to any applicable duty of loyalty, an illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Dealer that, in the sole judgment and discretion of the Company may damage the Company’s reputation or goodwill or is otherwise detrimental to the Company’s business, (such act or omission need not be related to the Dealer’s Business), may result, at our discretion, in one or more of the following corrective measures:
a.) Issuance of a written warning or admonition;
b.) Requiring the Dealer to take immediate corrective measures;
c.) Imposition of a fine, which may be withheld from bonus and commission checks;
d.) Loss of rights to one or more bonus and commissions checks;
e.) The Company may withhold from a Dealer all or part of the Dealer’s bonuses and commissions during the period that the Company is investigating any conduct allegedly in violation of the Agreement. If a Dealer’s Business is cancelled for disciplinary reasons, the Dealer will not be entitled to recover any commissions withheld during the investigation period;
f.) Suspension of the individual’s Dealer Agreement for one or more pay periods;
g.) Transfer a portion or all of the Dealer’s Marketing Organization or downline;
h.) Involuntary termination of the offender’s Dealer Agreement;
i.) Any other measure expressly allowed within any provision of the Agreement of which the company deems practicable in implement and appropriate to equitably resolve injuries cause partially or exclusively by the Dealer’s Policy violation on contractual breach; or
j.) In situations deemed appropriate by the Company, the Company may institute legal proceedings for monetary and/or equitable relief.
ANY OF THESE ACTIONS MAY BE TAKEN IMMEDIATELY BY THE COMPANY WITHOUT PRIOR NOTICE TO THE DEALER, AND REGARDLESS OF WHETHER THE VIOLATION IN QUESTION WAS A FIRST OFFENSE OR A REPEATED OFFENSE.
THE COMPANY SHALL NOT BE OBLIGATED TO ENGAGE IN MEDIATION AS PROVIDED IN SECTION 9.3 OR ARBITRATION AS PROVIDED IN SECTION 9.4 AS A PREREQUISITE TO DISCIPLINARY ACTION AGAINST ANY DEALER.
9.2 GRIEVANCES, COMPLAINTS AND DISPUTES
9.2.1 GREIVANCES AND COMPLAINTS – DEALER: When a Dealer has a grievance or complaint with another Dealer regarding any practice or conduct in relationship to their respective Businesses, the complaining Dealer should first report the problem to his or her Sponsor who should review the matter and try to resolve it with the other party’s Upline Sponsor. If the matter involves interpretation of violation of Company Policy, it must be reported in writing to the Dealer Services Department at the Company. The Dealer Services Department will review the facts and attempt to resolve it.
9.2.2 DISPUTES – COMPANY: When a Dealer has a dispute with the Company arising from or relating in any way to the Agreement, the Business or the relationship between the Company and the Dealer, such claim must be brought within one year from the date of the alleged conduct giving rise to such claim and may only be brought in accordance with the mediation and arbitration provisions in Section 9.3 and 9.4.
9.3 MEDIATION: Prior to instituting any arbitration as provided in Section 9.4, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating in any way to the Agreement, the Business or the relationship between the Company and the Dealer through non-binding mediation. The Company shall designate the mediator. The mediator’s fees and costs, as well as the costs of holding and conducting the mediations, shall be divided equally between the parties. Each party shall pay its portion of the anticipated fees and costs and least 10 days in advance of the mediation. Each party shall pay its own attorney fees, costs, and individual expenses associated with conduction and attending mediation. Mediation shall be held in Ramsey, MN and shall last no more than two business days.
9.4 ARBITRATION: If mediation is unsuccessful, any controversy or claim arising out of or relating in any way to the Agreement, the Business and/or the relationship between the Company and the Dealer, it shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Dealers waive all rights to trial by jury or by any court. All arbitration proceedings shall be held in the City of Ramsey, Minnesota, unless the Company designates another location. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected by the Company from the panel which the American Arbitration Association provides. The prevailing party shall be entitled to receive from the losing party costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.
Notwithstanding the foregoing, nothing in the Agreement shall prevent the Company from applying to and obtaining any court having jurisdiction of writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect the Company’s interest prior to, during or following the filing of any arbitration or other proceeding of pending the rendition of a decision or award in connection with any arbitration or other proceeding.
9.5 GOVERNING LAW, JURISDICTION AND VENUE: Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Anoka County, State of Minnesota. The Federal Arbitration Act shall govern all matters relating to arbitration. The laws of the State of Minnesota shall govern all other matters in any way related to or arising from the Agreement, the Business and/or the relationship between the Company and the Dealer. Notwithstanding the foregoing, and the mediation and arbitration provisions in Sections 9.3 and 9.4, residents of the State of Louisiana shall be entitled to bring an action against the Company in their home forum and pursuant to Louisiana Law.
9.6 LIMITATION ON LIABILITY: Company, its parent or affiliated companies and their respective directors, officers, shareholders, employees, assigns and agents, (collectively referred to as “Affiliates”), shall not be liable for, and Dealers release Company and its Affiliates from, all liability arising from or relating to the promotion or operation of their Business and any activities related to it, (e.g., the presentation of Company products or Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agree to indemnify Company and its Affiliates for any claims, demands, liability, judgments, damages, fines, penalties, attorney fees, or other awards arising from any conduct that Dealers undertake in operating their Business. THE COMPANY’S AND ITS AFFILIATES MAXIMUM AGGREGATE LIABILITY TO ANY DEALER ARISING FROM OR IN ANY WAY RELATED TO THE AGREEMENT, THE BUSINESS AND/OR THE RELATIONSHIP BETWEEN THE COMPANY AND THE DEALER WILL BE STRICTLY LIMITED TO THE TOTAL AMOUNT PAID TO THE DEALER BY THE COMPANY FOR THE SIX (6) MONTH PERIOD OCCURING IMMEDIATELY PRIOR TO THE INCIDENT THAT GAVE RISE TO SUCH LIABILITY, BUT SPECIFICALLY EXCLUDING FROM SUCH TOTAL AMOUNT ANY ONE TIME BONUSES OR REWARDS PAID, (OR PAYABLE), DURING SUCH SIX (6) MONTH PERIOD. IN NO EVENT, WILL THE COMPANY OR ITS AFFILIATES BE LIABLE TO ANY DEALER FOR ANY LOST REVENUE, LOST PROFITS, INCIDENTAL PUNITIVE, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INTERRUPTION OF DEALER’S BUSINESS, ANY OTHER ECONOMIC ADVANTAGE OR COST OF COVER INCURRED BY THE DEALER ARISING FROM OR IN ANY WAY RELATED TO THE AGREEMENT, THE BUSINESS AND/OR THE RELATIONSHIP BETWEEN THE COMPANY AND THE DEALER, UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY, EVEN IF THE COMPANY OR ITS AFFILIATES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT, (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
9.7 NO ORAL, UNWRITTEN AGREEMENTS: The Dealer Application, (including its terms and conditions), the Policies & Procedures, the Compensation Plan, the business entity registration form, (if applicable), and any guides, manuals or programs promulgated by the Company, (all as may be amended by the Company in its sole judgment and discretion at any time), constitute the entire agreement between the Company and Dealer concerning the Business and the subject matter of the Agreement. No oral statements prior to written material not specifically incorporated in the Agreement shall be of any force and effect, and no changes in or additions to the Agreement shall be recognized, unless made in accordance with Section 2.3 Should any provision herein conflict, in whole or part, with the Dealer Application, (including its terms and conditions), the provisions contained in these Policies & Procedures shall prevail.
9.8 CHARGEBACKS: Any Dealer or Customer who issues a chargeback towards the Company will be subject to termination or suspension. Dealers must work out returns with Customer Service according to the Company Return Policy. A $50.00 fee will be issued to any Dealer who issues a chargeback.
Section 10 PAYMENT AND SHIPPING
10.1 RETURNED CHECKS: All checks returned by a Dealer’s bank for insufficient funds will be resubmitted for payment. A $25.00 returned check fee will be charged to the account of the Dealer. After receiving a returned check from a Customer or Dealer, ALL FUTURE ORDERS MUST BE PAID BY CREDIT CARD, MONEY ORDER OR CASHIER’S CHECK. ANY OUTSTANDING BALANCE OWED TO THE COMPANY BY A DEALER FOR NSF CHECKS AND RETURNED CHECK FEES WILL BE WITHHELD FROM SUBSEQUENT BONUS AND COMMISSION CHECKS.
10.2 RESTRICTIONS ON THIRD PARTY USE OF CREDIT CARDS AND CHECKING ACCOUNT ACCESS: A Dealer shall not permit other Dealers or Customers to use his or her credit card, or permit debits to his or her bank accounts, to enroll or to make purchases from the Company. A Dealer shall not use a Customer’s credit card to place orders for products or services through the Dealer’s website. Such orders must be placed by the Customer directly accessing such website.
10.3 SALES TAXES: By virtue of its business operations, the Company is required to charge sales taxes on all purchases made by Dealers and Customers, and remit the taxes charged to the respective states. Accordingly, the Company will collect and remit sales taxes on behalf of Dealers according to applicable tax rates in the state or province to which the shipment is destined. If a Dealer has submitted, and the Company has accepted, a current Sales Tax Exemption Certificate and Sales Tax Registration License, sales taxes will not be added to the invoice and the responsibility of collecting and remitting sales taxes to the appropriate authorities shall be on the Dealer provided that the Company is permitted to do so by the appropriate taxing authorities. Exemption from the payment of sales tax is applicable only to orders which are shipped to a state for which the proper tax exemption papers have been filed and accepted. Applicable sales taxes will be charged on orders that are not drop-shipped to another state. Any sales tax exemption accepted by the company is not retroactive.
10.4 LOST OR STOLEN PACKAGES: All claims must be filed with the Company within thirty (30) days of the order date. If the product sent is lost (loss) or stolen (theft) additional documentation including, but not limited to, a hard copy of a filed police report, is required. The Dealer or Customer is responsible for all fees associated with filing and obtaining the documented police report. Upon receiving a copy of the filed police report, the Company will provide replacement product within one to ten (1-10) business days with a signature required shipping method. Lost (loss) or stolen (theft) product is subject to replacement only and does not qualify for a refund.
Section 11 INACTIVITY, RECLASSIFICATION AND CANCELLATION
11.1 EFFECT OF CANCELLATION: So long as a Dealer remains active and complies with the terms of the Dealer Agreement, the Company shall pay commissions to such Dealer in accordance with the Compensation Plan. A Dealer’s bonuses and commissions constitute the entire consideration for the Dealer’s efforts in generating sale and all activities related to generating sales, (including building a Marketing Organization). Following a Dealer’s non-renewal of his or her Dealer Agreement, (if applicable), cancellation for inactivity, or voluntary or involuntary cancellation of his or her Dealer Agreement, (all of these methods are collectively referred to as “cancellation”), the former Dealer shall have no right, title, claim, or interest to the Marketing Organization which he or she operated, or any commission or bonuses from the sales generated by the organization. A DEALER WHOSE BUSINESS IS CANCELLED WILL LOSE ALL RIGHTS AS A DEALER. THIS INCLUDES THE RIGHT TO SELL OUR PRODUCTS AND SERVICES AND THE RIGHT TO RECEIVE FUTURE COMMISSIONS, BONUSES, OR OTHER INCOME RESULTING FROM THE SALES AND OTHER ACTIVITIES OF THE DEALER’S FORMER MARKETING ORGANIZATION. IN THE EVENT OF CANCELLATION, DEALERS AGREE TO WAIVE ALL RIGHTS THEY MAY HAVE, INCLUDING BUT NOT LIMITED TO PROPERTY RIGHTS TO THEIR FORMER MARKETING ORGANIZATION AND TO ANY BONUSES, COMMISSIONS OR OTHER REMUNERATION DERIVED FROM THE SALES AND OTHER ACTIVITIES OF HIS OR HER FORMER MARKETING ORGANIZATION.
Following a Dealer’s cancellation of his or her Dealer Agreement, the former Dealer shall not hold himself or herself out as a Dealer and shall not have the right to sell the Company products or services. A Dealer whose Dealer Agreement is cancelled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation, (less any amounts withheld during an investigation preceding an involuntary cancellation.
The Company reserves the right to terminate all Dealer Agreements upon thirty (30) days written notice in the event that it elects to: (1) cease business operations; (2) dissolve as a corporate entity; or (3) termination distribution of its products via direct selling.
11.2 INVOLUNTARY CANCELLATION: A Dealer’s violation of any terms of the terms of the Agreement, including any amendments that may be made by the Company in its sole judgment and discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary cancellation of his or her Dealer Agreement. In addition, in the event a Dealer files a lawsuit or seeks legal recourse against the Company or its Affiliates in any State, Federal or International court, (including class action certification or proceedings), whether or not related to the Agreement or the Business, company may cancel his or her Dealer Agreement. Any such cancellation shall be effective on the date on which written notice is mailed, faxed, or delivered to an express courier for delivery to the Dealer’s last known address, (or fax number), or to his or her attorney, or when the Dealer receives actual notice of cancellation, whichever occurs first.
11.3 VOLUNTARY CANCELLATION: A participant in our network marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at this principal business address. The written notice must include the Dealer’s signature, printed name, address, and Dealer ID Number. If a Dealer is on the EZ Stock program, the Dealer’s EZ Stock Agreement shall continue in force and the former Dealer shall be reclassified as a Preferred Customer, unless the Dealer also specifically requests that his or her EZ Stock Agreement also be cancelled, (collectively, “Dealer’s Positon and Downline”).
The Company reserves the right in its sole discretion and judgment to combine Dealer’s Marketing Organization, Dealers’ positions in the Marketing Organization and/or Dealers’ downline organizations with any other division or organization maintained by the Company and its parent or Affiliates, and in connection therewith to establish the hierarchy of the combined network marketing organization for all purposes, (including determination of compensation), and to make modifications and adjustments to the combined network
11.4 SIXTY (60) DAY CANCELLATION RIGHT: Company reserves the right in its sole judgment and discretion to cancel the Agreement within sixty (60) days of submission of the Dealer Application to Company. Fulfillment of any orders placed by you, payment of any commission or other incentives to you, or any other action taken by the Company shall not be deemed a waiver of this right of cancellation. Company may cancel your Agreement by notifying you by email, denying access to your back office or other means established by the Company at any time and for any reason during this sixty (60) day period.
Section 12 CERTAIN DEFINITIONS
AFFILIATE: The term “Affiliate” shall have the meaning set forth in Section 9.6.
AGREEMENT: The contract between the Company and each Dealer includes the Dealer Application, the Policies & Procedures, the Compensation Plan, the business entity registration from, (where appropriate), and any guides or manuals, if any, (e.g., Business and Ethics Guides), that the Company may promulgate at any time, all in their current form and as amended by the Company in its sole judgment and discretion. These documents are collectively referred to as the “Agreement.”
CANCEL: The termination of a Dealer’s Business. Cancellation may be either voluntary, involuntary, or through inactivity.
COMPENSATION PLAN: The plan or program established by the Company, (and as amended at any time by the Company in its sole judgment and discretion), for Dealers to earn compensation, bonuses, incentives and rewards in connection with the operation of their Business.
CUSTOMER: An individual who registers with the Company as a direct Customer or preferred Customer pursuant to our Customer program, or who purchase our products directly from a Dealer.
DEALER ACTIVITY REPORT: A report generated by the Company that provides critical data relating to the identities of Dealers, sales information, and enrollment activity of each Dealer’s Marketing Organization. This report contains confidential and trade secret information which is proprietary to the Company.
IMMEDIATE HOUSEHOLD: Heads of household and dependent family members residing in the same house.
MARKETING ORGANIZATION: The Customers and Dealers sponsored below a particular Dealer.
OFFICIAL LITERATURE OR OFFICIAL MATERIAL: Literature, audio, video, or other materials developed, printed, published and distributed by the company to Dealers.
RECRUIT: The term “Recruit” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any way, either directly, indirectly, or through a third party, another Dealer or Customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. Except in California, the foregoing conduct constitutes Recruiting even if the Dealer’s actions are in response to an inquiring by another Dealer or Customer.
RESALABLE: Products and sales aids shall be deemed “Resalable” if each of the following elements is satisfied: (1) they are unopened and unused; (2) packaging and labeling has not been altered or damaged; (3) they are in a condition such that it is commercially reasonable practice within the trade to sell the merchandise at full price; (4) they are returned to the Company within one year from the date of purchase; and (5) the product contains current Company labeling. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be Resalable.
SPONSOR: A Dealer who enrolls a Customer or another Dealer into the Company. The act of enrolling others and training them to become Dealers is called “sponsoring.”
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We collect information from you when you register on our site, place an order, subscribe to our newsletter, respond to a survey or fill out a form.
When ordering or registering on our site, as appropriate, you may be asked to enter your: name, email address, mailing address, phone number credit card information or social security number. You may, however, visit our site anonymously.
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Occasionally, at our discretion, we may include or offer third-party products or services on our website. These third party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.
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Because we value your privacy we have taken the necessary precautions to be in compliance with the California Online Privacy Protection Act. We therefore will not distribute your personal information to outside parties without your consent.
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