Policy & Procedures
SECTION ONE: INDEPENDENT AFFILIATE STATUS
1.01 BECOMING AN INDEPENDENT AFFILIATE
An applicant becomes an Independent AFFILIATE (“Independent Affiliate”, “Customer” ) of Wade4Wealth when the applicant’s completed Application and Agreement has been received and accepted by the Company, by Internet or by mail, at its Home Office. Company reserves the right to decline any Agreement for any reason, at its sole discretion.
Independent AFFILIATE will use at least 1 hour per week of his/her time to refer others to join our free network pursuant to the Agreement contained within these Policies and Procedures and Terms and Conditions. In doing so, Independent AFFILIATE will maintain the high standards of honesty, and integrity and business ethics when dealing with Consumers, Company or other Company Independent AFFILIATEs.
1.02 NO FEE, CHARGE OR PURCHASE REQUIRED
No initial fee, charge or purchase is required to become an Independent AFFILIATE.
1.03 INDEPENDENT AFFILIATEOBLIGATIONS & RIGHTS
Independent AFFILIATEs are authorized to refer others to join our free network sell and to participate in the Independent AFFILIATE Compensation Plan. Independent AFFILIATEs may sponsor new Independent AFFILIATEs.
1.04 LEGAL AGE
Independent AFFILIATEs must be of legal age in the state / province / country of their residence.
When a couple sharing Independent AFFILIATE entity divorces or separates, Company will continue to pay cash back checks in the same manner as before the divorce or separation until it receives written notice signed by both parties or a court decree which specifies how future cash back checks should be paid, provided and if applicable, the couple has complied with the requirements of Section 5.03.
1.06 CORPORATIONS, PARTNERSHIPS & TRUSTS
Corporations, partnerships, limited liability companies or other forms of business organizations or trusts may become Independent AFFILIATEs of Company when the Agreement is accompanied by a federal ID number.
Shareholders, directors, officers, partners, members, beneficiaries and trustees, as applicable of Independent AFFILIATE entity must agree to hold such title, and Company will hold each personally liable and bound by the Agreement and these Policies and Procedures and Terms and Conditions.
1.07 FICTITIOUS OR ASSUMED NAMES
A person or entity may not apply as Independent AFFILIATE using a fictitious or assumed name.
1.08 INDEPENDENT CONTRACTOR STATUS
Independent AFFILIATEs are Independent Contractors responsible for determining their own activities without direction or control by Company. They are not franchisees, joint venture, partners, employees or agents of Company and are prohibited from stating or implying, whether orally or in writing, otherwise. Independent AFFILIATEs have no authority to bind Company to any obligation. Company is not responsible for payment or co-payment of any employee benefits. Independent AFFILIATEs are responsible for liability, health disability and worker’s compensation insurance. Independent AFFILIATEs set their own hours and determine how to conduct business, subject to Company Agreement, the Policies and Procedures and Terms and Conditions.
As Independent Contractors, Independent AFFILIATEs will not be treated as franchisees, owners, employees or agents of Company for federal or state tax purposes including, with respect to the Internal Revenue Code, Social Security Act, federal unemployment act, state unemployment acts or any other federal, state, or local statute, ordinance, rule or regulation. At the end of each calendar year, Company will issue to each Independent AFFILIATE an IRS Form 1099, as required by law, or other applicable documentation for non-employee compensation as an Independent AFFILIATE.
1.10 INDEPENDENT AFFILIATE IDENTIFICATION NUMBER
Independent AFFILIATEs are required by federal law to obtain a Social Security number or Federal ID number. Independent AFFILIATEs will be identified by this number, or a company assigned number, for purposes of Company’s business. The Independent AFFILIATE Identification Number must be placed on all orders and correspondence with the Company.
1.11 LEGAL COMPLIANCE
Independent AFFILIATEs must comply with all federal, state and local statutes, regulations and ordinances concerning the operation of their business. Independent AFFILIATEs are responsible for their own managerial decisions and expenditures including all estimated income and self-employment taxes.
1.12 NO EXCLUSIVE TERRITORIES
No franchise is granted and there are no exclusive territories for sales or sponsoring purposes. No geographical limitations exist on sponsoring or selling within the United States; provided, however, that Company reserves the right not to sell product or services or contract with Independent AFFILIATEs in specified states / provinces within United States.
3.04 INCOME CLAIMS
Independent AFFILIATEs must truthfully and fairly describe the Compensation Plan. No past, potential or actual income claims may be made to prospective Independent AFFILIATEs, nor may Independent AFFILIATEs use their own incomes as indications of the success assured to others. Cash back checks may not be used as marketing materials. Independent AFFILIATEs may not guarantee cash backs or estimate expenses to prospects.
3.05 TRANSFER OF SPONSORSHIP
The company does not permit the transfer of sponsors. Network Marketing is a business of creating relationships. Once an Independent AFFILIATE is sponsored, the company believes in maximum protection of that relationship. The only exception is upon prior written approval of Company to correct ethical violations as determined at the sole discretion of Company.
3.06 CROSS SPONSORING
Independent AFFILIATE may not sponsor, or attempt to sponsor, any non-personally sponsored independent AFFILIATEs in any other Network Marketing Company. In addition, no Independent AFFILIATE may participate in any action that causes another Independent AFFILIATE to be sponsored through someone else into another network marketing company.
SECTION FOUR: RESIGNATION/TERMINATION
4.01 VOLUNTARY RESIGNATION
Independent AFFILIATE may voluntarily terminate his or her Independent AFFILIATE status at any time. See our Cancellation Policy.
Independent AFFILIATE may be suspended for violating the terms of his or her Agreement, which includes these Policies and Procedures, the Terms and Conditions and the Compensation Plan and other documents produced by Company. When a decision is made to suspend Independent AFFILIATE, Company will inform the Independent AFFILIATE in writing that the suspension has occurred effective as of the date of the written notification, the reason for the suspension and the steps necessary to remove such suspension (if any). The suspension notice will be sent to the Independent AFFILIATEs “email address on file” pursuant to the notice provisions contained in the Policies and Procedures and Terms and Conditions. Such suspension may or may not lead to termination of the Independent AFFILIATE as so determined by Company at its sole discretion. If the Independent AFFILIATE wishes to appeal, Company must receive such appeal in writing within fifteen (15) days from the date of the suspension notice. Company will review and consider the suspension and notify the Independent AFFILIATE in writing of its decision within thirty (30) days from the date of the suspension notice. The decision of Company will be final and subject to no further review. Company may take certain action during the suspension period, including, but not limited to, the following:
a) Prohibiting the Independent AFFILIATE from holding himself or herself as Independent AFFILIATE or using any of Company’s proprietary marks and/or materials;
b) Withholding cash backs and bonuses that are due the Independent AFFILIATE during the suspension period;
c) Prohibiting the Independent AFFILIATE from purchasing services and products from Company; and/or;
d) Prohibiting the Independent AFFILIATE from sponsoring new Independent AFFILIATEs, contacting current Independent AFFILIATEs or attending meetings of Independent AFFILIATEs.
If Company, at its sole discretion, determines that the violation which caused the suspension is continuing, and has not satisfactorily been resolved or a new violation involving the suspended Independent AFFILIATE has occurred, the suspended Independent AFFILIATE may be terminated.
Independent AFFILIATE may be immediately terminated for violating the terms of his or her Agreement, which includes these Policies and Procedures, Terms and Conditions and the Compensation Plan and other documents produced by Company upon written notice. Company may terminate a violating Independent AFFILIATE without placing the Independent AFFILIATE on suspension, at Company’s sole discretion. When the decision is made to terminate Independent AFFILIATE, Company will inform the Independent AFFILIATE in writing at the email address in the Independent AFFILIATE’s file that the termination has occurred.
If Independent AFFILIATE wishes to appeal the termination, Company must receive the appeal in writing within fifteen (15) days from the date of notice of termination. If no appeal is received within the fifteen (15) day period, the termination will automatically be deemed final. If Independent AFFILIATE files a timely notice of appeal, Company will review the appeal and notify the Independent AFFILIATE of its decision within ten (10) days after receipt of the appeal. The decision of Company will be final and subject to no further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice.
4.05 EFFECT OF TERMINATION
Immediately upon termination, the terminated Independent AFFILIATE:
a) Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationary or advertising referring to or relating to any product, plan or program of Company.
b) Must cease representing themselves as Independent AFFILIATE of Company;
c) Loses all rights to his or her Independent AFFILIATE position in the Compensation Plan and to all future cash backs and earnings resulting therefrom;
d) Must take all action reasonably required by Company relating to protection of Company’s confidential information. Company has the right to offset any amounts owed by Independent AFFILIATE to Company including, without limitation, any indemnity obligation incurred pursuant to Section 11.01 herein, from cash backs or other compensation due to the Independent AFFILIATE.
The acceptance of any reapplication of a terminated Independent AFFILIATE or the application of any family member of a terminated Independent AFFILIATE shall be at the sole discretion of Company and can be denied.
4.07 STATE LAWS
Where state laws on termination are inconsistent with this policy, the applicable state law shall apply.
SECTION FIVE: TRANSFERABILITY
5.01 ACQUISITION OF BUSINESS
Any Independent AFFILIATE desiring to acquire an interest in another Independent AFFILIATE’s business must first terminate his or her Independent AFFILIATE status and wait three (3) months before becoming eligible for such a purchase. All such transactions must be fully disclosed and must be approved by Company in advance.
5.02 TRANSFERS OF INDEPENDENT AFFILIATES
Except as expressly set forth herein, Independent AFFILIATE may not sell, assign or otherwise transfer his or her Independent AFFILIATE entity (or rights thereof) to another Independent AFFILIATE or to an individual which has an interest in Independent AFFILIATE entity. Notwithstanding the foregoing, Independent AFFILIATE may transfer his or her Independent AFFILIATE entity to his or her sponsor, subject to the conditions of Section 5.03. In such an event, the sponsor’s entity and the transferring Independent AFFILIATEs entity shall be merged into one entity.
5.03 CONDITIONS TO TRANSFERABILITY
Independent AFFILIATEs may not sell, assign, merge or transfer his or her Independent AFFILIATE entity (or rights thereto) without the prior written approval of Company and compliance with the following conditions:
a) Company possesses the right of first refusal with respect to any sale, assignment, transfer or merger of any Independent AFFILIATE entity. Independent AFFILIATE wishing to sell, assign, transfer or merge his or her Independent AFFILIATE entity must first provide Company with the right and option to make such a purchase or receive such transfer in writing on the same terms and conditions as any outstanding or intended offer. Company will advise the Independent AFFILIATE within ten (10) business days after receipt of such notice of its decision to accept or reject the offer. If Company fails to respond within the ten (10) day period or declines such offer, the Independent AFFILIATE may make the same offer or accept any outstanding offer which is on the same terms and conditions as the offer to Company to any person or entity who is not Independent AFFILIATE, married to, or a dependent of Independent AFFILIATE or who has any interest in Independent AFFILIATE;
b) The selling Independent AFFILIATE must provide Company with a copy of all documents which detail the transfer, including, without limitation, the name of the purchaser, the purchase price and terms of purchase and payment;
c) An office administration transfer fee of $100.00 must accompany the transfer documents;
d) The documents must contain a covenant made by the selling Independent AFFILIATE for the benefit of the proposed purchaser not to compete with the purchaser or attempt to divert or sponsor any existing Independent AFFILIATE for a period of one (1) year from the date of the sale or transfer;
e) Upon a sale, transfer or assignment being approved in writing by Company, the buying Independent AFFILIATE must assume the position and terms of agreement of the selling Independent AFFILIATE and must execute a current Agreement and all such other documents as required by Company; and
f) Company reserves the right, at its sole discretion, to stipulate additional terms and conditions prior to approval of any proposed sale or transfer. Company reserves the right to disapprove any sale or transfer, where allowed by law.
5.04 CIRCUMVENTION OF POLICIES
If it is determined, at Company’s sole discretion, that Independent AFFILIATE entity was transferred in an effort to circumvent compliance with the Agreement, the Policies and Procedures, Terms and Conditions or the Compensation Plan, the transfer will be declared null and void. The Independent AFFILIATE entity will revert back to the transferring Independent AFFILIATE, who will be treated as if the transfer had never occurred from the reversion day forward. If necessary and at Company’s sole discretion, appropriate action, including, without limitation, termination, may be taken against the transferring Independent AFFILIATE to ensure compliance with the Policies and Procedures and Terms and Conditions.
Notwithstanding any other provision of this Section, upon the death of Independent AFFILIATE, the Independent AFFILIATESHIP will pass to his or her successors in interest as provided by law. However, Company will not recognize such a transfer until the successor in interest has executed a current Agreement and submitted certified copies of the death certificate, will, trust or other instrument required by Company. The successor will thereafter be entitled to all the rights and be subject to all the obligations of a Company Independent AFFILIATE.
Any Independent AFFILIATE who transfers his or her Independent AFFILIATESHIP must wait for three (3) months after the effective date of such transfer before becoming eligible to reapply to become an Independent AFFILIATE.
SECTION SIX: PROPRIETARY INFORMATION
6.01 CONFIDENTIALITY AGREEMENT
During the term of the Agreement, Company may supply to Independent AFFILIATEs confidential information, including, but not limited to genealogical and Downline reports, customer lists, customer information developed by Company or developed for and on behalf of Company by Independent AFFILIATEs (including, but not limited to, credit data, customer and Independent AFFILIATE profiles and product purchase information), Independent AFFILIATE lists, manufacturer and supplier information, business reports, cash back or sales reports and such other financial and business information which Company may designate as confidential. All such information (whether in written or electronic format) is proprietary and confidential to Company and is transmitted to Independent AFFILIATEs in strictest confidence on a “need to know” basis for use solely in Independent AFFILIATEs business with Company. Independent AFFILIATEs must use their best efforts to keep such information confidential and must not disclose any such information to any third party, or use this information for any non-company activity directly or indirectly while a independent AFFILIATE and thereafter.
Independent AFFILIATEs must not use the information to compete with Company or for any purpose other than promoting Company’s program and its products and services. Upon expiration, non-renewal or termination of the Agreement, Independent AFFILIATEs must discontinue the use of such confidential information and promptly return any confidential information in their possession to Company.
6.02 COPYRIGHT RESTRICTIONS
With respect to product purchases from Company, Independent AFFILIATEs must abide by all manufacturers’ use restrictions and copyright protections.
SECTION SEVEN: TRADEMARKS, LITERATURE & ADVERTISING
Companies name trademarks, service marks and copyrighted materials are owned by the Company. The use of such marks and materials must be in strict compliance with these Policies and Procedures.
7.02 ADVERTISING & PROMOTIONAL MATERIALS
Only the promotional and advertising materials produced by Company or approved in advance in writing by Company may be used to advertise or promote a Independent AFFILIATE’s business or to sell products and services of Company. Company’s literature and materials may not be duplicated or reprinted without the prior written permission.
7.03 USE OF COMPANY NAME
Independent AFFILIATEs may use the name of Company only in the following format: “Independent Independent AFFILIATE for Wade4Wealth”.
7.04 STATIONERY AND BUSINESS CARDS
Independent AFFILIATEs are not permitted to “create” their own stationery, business cards or letterhead graphics, if Company’s trade name or trademarks are used. Only the approved Company’s graphics version and wording are permitted; letterhead, envelopes and business cards must be ordered using the online/stationery order form.
7.05 ELECTRONIC ADVERTISING
Independent AFFILIATEs may not advertise or promote their Independent AFFILIATE business or Company’s business, products or marketing plan or use Company’s name in any electronic media or transmission, including on the Internet via web sites or otherwise, without the prior written approval of Company’s legal department.
7.06 TELEPHONE LISTING
Independent AFFILIATEs are not permitted to use Company’s trade name in advertising their telephone and telecopy numbers in the white or yellow page sections of the telephone book. Independent AFFILIATEs are not permitted to list their telephone numbers under Company’s trade name without first obtaining Company’s prior written approval. If approval is granted for an “800” listing, it must be stated in the following manner: “Independent AFFILIATE for Company”.
7.07 TELEPHONE ANSWERING
Independent AFFILIATEs may not answer the telephone by saying “Wade4Wealth,” or in any other manner that would lead the caller to believe that he or she has reached the offices of the Company.
7.08 IMPRINTED CHECKS
Independent AFFILIATEs are not permitted to use Company trade name or any of its trademarks or service marks on their business or personal checking accounts.
7.09 MEDIA INTERVIEWS
Independent AFFILIATEs are prohibited from granting radio, television, newspaper tabloid or magazine interviews or using public appearances, public speaking engagements, or making any type of statement to the public media to publicize the Company, its products or Company businesses, without the express prior written approval of Company. All media inquires should be in writing and referred to Company’s corporate office, legal department.
No endorsements by a Company officer or administrator or third party may be asserted, except as expressly communicated in Company literature and communications. Federal and state regulatory agencies do not approve or endorse direct selling programs. Therefore, Independent AFFILIATEs may not represent or imply, directly or indirectly, that Company’s programs, products or services have been approved or endorsed by any governmental agency.
Independent AFFILIATEs may not produce or reproduce for sale or personal use products sold by Company or any Company-produced literature, audio or video material, presentations, events or speeches, including conference calls. Video and/or audio taping of Company meetings and conferences is strictly prohibited.
7.12 REPACKAGING PROHIBITED
Independent AFFILIATEs may not repackage products or materials of Company.
7.13 INDEPENDENT COMMUNICATIONS
Independent AFFILIATEs, as Independent Contractors, are encouraged to distribute information and direction to their respective Downlines. However Independent AFFILIATEs must identify and distinguish between personal communications and the official communications of Company.
SECTION EIGHT: PAYMENT OF CASH BACKS
8.01 BASIS FOR CASH BACKS
Cash backs and other compensation cannot be paid until a completed Agreement has been received and accepted by Company. Cash backs are paid ONLY on the sale of Company services and products. No cash backs are paid on the purchase of Sales materials or for Sponsoring Independent AFFILIATEs. In order to receive cash backs on products and services sold, Company must have received and accepted an Agreement prior to the end of the cash back period in which the sale is made.
8.02 CASH BACK PERIOD
A business period refers to the time period opening on the first (1st) day of the cash back period and extending up until order entry closes on the last business day of the period (5:00 p.m.). Company offices are open Monday through Friday 9 a.m.-6 p.m., with the exception of certain holidays as posted by Company.
8.03 CASH BACK PAYMENTS
Cash backs are paid to “qualified” Independent AFFILIATEs as defined within the Compensation Plan. Independent AFFILIATEs must consult the Compensation Plan for a detailed explanation of the benefits, cash back structure and requirements of the Compensation Plan.
8.04 OFFSET OF CASHBACKS
Any cash back or bonuses earned and paid on products returned is the obligation of and must be repaid to Company by Independent AFFILIATEs earning such cash backs. Company has the right to offset such amounts against future cash backs and other compensation paid or owed to such Independent AFFILIATEs who received cash backs.
SECTION NINE: PURCHASE & SALE OF PRODUCTS
9.01 STOCKPILING PROHIBITED
The success of Company depends on retail sales to the ultimate consumer; therefore all forms of stockpiling are prohibited. To avoid stockpiling, Independent AFFILIATEs are not required to perform retail sales. They are only required to purchase a reasonable amount of product(s) for personal consumption that will qualify them for cash backs by our Compensation Plan.
9.02 RETAIL SALES RULES
Independent AFFILIATEs are not required to perform retail sales. They are only required to purchase a reasonable amount of product(s) for personal consumption that will qualify them for cash backs by our Compensation Plan.
9.03 OVER 70% RULE
In order to receive cash backs and overrides, Independent AFFILIATEs are only required to purchase a reasonable amount of product(s) for personal consumption that will qualify them for cash backs by our Compensation Plan.
Therefore…Independent AFFILIATEs are not required to perform retail sales so that the 70% sale rules will be completely avoided.
9.04 ORDERING METHODS
All orders submitted to Company shall have the Independent AFFILIATE Identification Number placed thereon to assist Company in crediting the appropriate Independent AFFILIATE.
9.05 PAYMENT OPTIONS
Purchases may be paid by ACH, e-wallet, debit card or major credit card. Orders will not be processed if cancellation of a credit card is made. Orders for products are not effective until accepted by Company.
9.06 SHIPPING AND HANDLING POLICY
Subject to availability all products will be shipped by UPS or other similar service within approximately three (3) business days of receipt of payment. Payment for products shall be made at time of order. At Independent AFFILIATE’s option, the product may be shipped to a customer’s designated “Ship-To address”, or to the Independent AFFILIATE.
9.07 PRODUCT DELIVERY
Upon clearance of payment, the products and materials ordered will be shipped.
9.08 BACK ORDER POLICY
Company will expeditiously ship all products currently in stock. Any out-of-stock items (unless discontinued) will be placed on back order and distributed upon Company receiving additional inventory. Independent AFFILIATE will be charged and granted cash backs on back ordered items once they are shipped unless notified of the discontinuance of such product. Back orders may be cancelled upon Independent AFFILIATE’s request and will create a credit on the Independent AFFILIATE’s account.
9.09 DAMAGED GOODS
The shipping company is responsible for any damage that occurs after it takes physical custody of the products. An Independent AFFILIATE who receives damaged goods should follow our Shipping, Returns and Refund Policy
9.11 REFUSED SHIPMENTS
Should Independent AFFILIATE refuse delivery on any order he or she has placed with Company and such product is subsequently returned to Company; Company shall have the right to place that Independent AFFILIATE on suspension pending resolution of the refusal of delivery. Neither Independent AFFILIATE nor a consumer shall refuse any shipment from Company unless prior approval of Company has been obtained.
Independent AFFILIATEs must provide all retail purchasers of Company’s products with written receipts.
9.15 PROMOTIONAL ITEMS
All promotional items which bear Company name or logo must be purchased solely from Company unless prior written permission is obtained from Company.
9.16 SALES TAX
Company may collect sales tax on taxable items. .
9.18 PRODUCT & SERVICES CLAIMS
Independent AFFILIATEs may make no claim, representation or warranty concerning any product or service of Company, except those expressly approved in writing by Company or contained in official Company materials.
9.19 FAX BLASTS, SPAMMING
Fax blasting and unsolicited e-mailing (SPAMMING) is prohibited.
SECTION TEN: RETAIL GUARANTEE & REFUND POLICY
10.01 PRODUCT PURCHASE GUARANTEE
See our Shipping, Returns and Refund Policy for details.
Except as expressly stated herein, Company makes no warranty or representation as to the merchantability, fitness for a particular purpose, workmanship or any other warranty concerning any product or service purchased from or through Company.
10.03 RETURN POLICIES
See our Shipping, Returns and Refund Policy for details.
10.04 BUYER’S RIGHT TO CANCEL
Federal law grants a buyer the right to cancel certain sales without penalty prior to midnight of the third business day after the transaction. This rule covers retail consumer sales of $25.00 or more that occur away from the seller’s main office. Independent AFFILIATEs must orally inform the buyer of the three-day right to cancel at the time the buyer purchases the goods and deliver 2 three-day cancellation notices to every customer.
SECTION ELEVEN: GENERAL PROVISIONS
11.01 INDEMNITY AGREEMENT
Each and every Independent AFFILIATE agrees to indemnify and hold harmless Company, its shareholders, officers, directors, employees, agents and successors in interest from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and attorneys’ fees, asserted against or suffered or incurred by any of them, directly or indirectly arising out of or in any way related to or connected with allegedly or otherwise, the Independent AFFILIATEs (a) activities as Independent AFFILIATE; (b) breach of the terms of the Agreement; and/or (c) violation of or failure to comply with any applicable federal, state or local law or regulation.
11.02 PROCESSING CHARGES
Company reserves the right to institute a processing charge for cash back checks and/or genealogy requests.
11.03 OTHER SERVICES & PRODUCTS
Independent AFFILIATEs may not promote or sell another company’s products or services at functions organized to feature Company’s products. Independent AFFILIATEs are not restricted from selling other company’s services and products which are not similar to or competitive with the products and services of Company. However promotion of competitive services, products and/or business programs with anyone, including Independent AFFILIATEs, is strictly prohibited.
To the extent permitted by law, Company shall not be liable for, and each Independent AFFILIATE releases Company from, and waives all claims for any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by Independent AFFILIATE as a result of (a) the breach by Independent AFFILIATE of the Agreement and/or the Terms and Conditions and/or the Policies and Procedures; (b) the operation of Independent AFFILIATE’s business; (c) any incorrect or wrong data or information provided by Independent AFFILIATE; or (d) the failure to provide any information or data necessary for Company to operate its business, including, without limitation, the enrollment and acceptance of Independent AFFILIATE into the Compensation Plan or the payment of cash backs and bonuses.
Company encourages all Independent AFFILIATEs to keep complete and accurate records of all their business dealings.
11.06 FORCE MAJEURE
Company shall not be responsible for delays or failure in performance caused by circumstances beyond a party’s control, such as but not limited to: fire, flood, earthquake, storm, power outages, labor difficulties, strikes, war, government decrees or orders and/or curtailment of a party’s usual source of supply.
It is the obligation of every Independent AFFILIATE to abide by and maintain the integrity of the Policies and Procedures and Terms and Conditions. If Independent AFFILIATE observes another Independent AFFILIATE committing a violation, he or she should discuss the violation directly with the violating Independent AFFILIATE. If the Independent AFFILIATE wishes to report such violation to Company, he or she must detail violations in writing only and mark the correspondence “Attention: Legal Department”.
Company reserves the right to amend the Agreement, Policies and Procedures, Terms and Conditions, its retail prices, product and service availability and the Compensation Plan type at any time without prior notice as it deems appropriate. Amendments will be communicated to Independent AFFILIATEs through official Company website and or official Company publications. Amendments are effective and binding upon submission to the Company website. In the event any conflict exists between the original documents or policies and any such amendment, the amendment will control.
11.09 NON-WAIVER PROVISION
No failure of Company to exercise any power under these Policies and Procedures or to insist upon strict compliance by Independent AFFILIATE with any obligation or provision herein, and no custom or practice of the parties at variance with these Policies and Procedures, shall constitute a waiver of Company’s right to demand exact compliance with these Policies and Procedures. Company’s waiver of any particular default by Independent AFFILIATE shall not affect or impair Company’s rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any other Independent AFFILIATE. No delay or omissions by Company to exercise any right arising from a default effect or impair Company’s rights as to that or any subsequent or future default. Waiver by Company can be affected only in writing by an authorized officer of Company.
11.10 GOVERNING LAW
The Agreement and these Policies and Procedures shall be governed by the laws of Please Update MS United States.
In the event a dispute arises between the Company and an Independent AFFILIATE regarding their respective rights, duties under this agreement, or in the event of a claim of breach of the Independent AFFILIATE Agreement, it is agreed that such dispute shall be exclusively resolved pursuant to binding arbitration under the Commercial Rules of the American Arbitration Association with arbitration to occur at Please Update MS United States. The Arbitrator may award, in addition to declaratory relief, contractual damages and shall award reasonable attorney’s fees and costs to the prevailing party. An award of attorney’s fees and costs shall continue through any review, appeal or enforcement of an arbitration decision. The arbitration decision may be enforced in any court of competent jurisdiction. This provision shall not be construed so as to prohibit either party from obtaining preliminary or permanent injunctive relief in any court of competent jurisdiction. The parties each expressly waive their right to collect consequential, punitive and exemplary damages from the other party.
11.12 ENTIRE AGREEMENT
The Policies and Procedures are incorporated into the Agreement and, along with the Terms and Conditions and Compensation Plan, constitute the entire agreement of the parties regarding their business relationship.
If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement, including these Policies and Procedures and Terms and Conditions, or any specification, standard or operating procedure which Company has prescribed is held to be invalid or unenforceable, Company shall have the right to modify the invalid or unenforceable provision, specification, standard or operating procedure or any portion thereof to the extent required to be valid and enforceable, and the Independent AFFILIATE shall be bound by any such modification. The modification will be effective only in the jurisdiction in which it is required.
11.14 LIMITATION OF DAMAGES
TO THE EXTENT PERMITTED BY LAW, COMPANY AND ITS INDEPENDENT AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES, SHALL NOT BE LIABLE FOR, AND INDEPENDENT AFFILIATEHEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM FOR LOSS OF PROFIT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY ARISE OUT OF ANY CLAIM WHATSOEVER RELATING TO COMPANY PERFORMANCE, NONPERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN ANY COMPANY AND COMPANY, WHETHER SOUNDING IN CONTRACT TORT OR STRICT LIABILITY. COMPANY SHALL NOT EXCEED AND IS HEREBY EXPRESSLY LIMITED TO, THE AMOUNT OF UNSOLD COMPANY SERVICES AND/OR PRODUCTS OF COMPANY OWNED BY THE INDEPENDENT AFFILIATEAND ANY CASH BACKS OWED TO THE INDEPENDENT AFFILIATE.
Any communication, notice or demand of any kind whatsoever which either the Independent AFFILIATE or Company may be required or may desire to give or to serve upon the other shall be in writing and delivered by electronic communication whether by telex, telegram, Email or telecopy (if confirmed in writing sent by registered or certified mail, postage prepaid, return receipt requested). Any such communication, notice or demand shall be deemed to have been given or served on the date of confirmed dispatch, if by electronic communication, or on the date shown on the return receipt or by other evidence if delivery is by mail.
4199 Robinson Crossing
Olive Branch, MS, 38654
Telephone: (901) 282-7815