RESPONSIBILITIES OF A MEMBER
BREACH OF AGREEMENT PROCEDURES
BECOMING A SPONSOR
RESPONSIBILITIES OF A LEADER
DISTRIBUTION OF LEADS
PRODUCT AND SERVICES CLAIMS
GENERAL BUSINESS ETHICS
ADVERTISING AND THE USE OF THE COMPANY NAME
LITIGATION AND CLAIMS
Effective date: Monday, April 1, 2005
The A-Respond Online Network does not recognize, nor hold as valid, any express term, course of performance, or course of dealing established prior to these Policies and Procedures.
These Policies and Procedures govern the way an independent Member does business with Our Network, its providers and customers. These Policies and Procedures constitute the complete agreement between a Member and Our Network. Failure to comply with the provisions of any of these documents may result in the termination of the business relationship or the loss of a Member's rights. Our Network reserves the right to modify any of these Policies and Procedures upon written notice to the membership.
A. Member: A Person choosing to join Our Network and accepting the terms set forth by Our Network.
B. Business Relationship: The ongoing relationship between the Our Network and a Member, which is governed by this agreement.
C. Company: A-Respond Online Network and its associated companies, subsidiaries, and divisions.
D. Company Products: Those Company Products, which are offered for sale and distribution by Our Network or the contracted exclusive distributor of, said Products for the specified market or territory.
E. Compensation: Including but not limited to any commissions paid or bartered by Our Network to a Member based upon the volume of Products and/or Services by a Member, his/her downline, and his/her enrollees.
F. Corporation: Collectively refers to entities such as a corporation, partnership, limited liability Company, or any other form of a business organization legally formed under the laws of the state in which it was organized.
G. Downline Organization: With respect to any Member, the Members directly or indirectly sponsored by such Member.
A Person who elects to join Our Network with the intention of offering Our Network Products and Services to others.
A person authorized to offer Our Network Products and Services and to receive compensation in accordance with our requirements.
I. Member Agreement: The application for a business relationship that, upon acceptance by the Company, is part of the Contract between the Member and the Company containing information about a prospective Member. The Member Agreement is to be completed by the Person applying to become a Member. This document contains important information, which prospective Members should read and understand before applying for a business relationship.
J. Member Identification: The number assigned by the Company to the Member.
K. A-Respond Online Network: The Company, any parent company, associated company, divisions or subsidiaries.
L. Person: An Individual or Corporation.
M. Policies and Procedures: The policies and procedures governing how a Member is to conduct his/her business as set forth in this document.
N. Sales Aid: Any material used in the offer or sale of Products and/or Services, recruitment of prospective Members or training of Members, which makes reference to Our Network, the Products and Services, or the trade names or logos.
O. Sponsor: A Member who introduces another new person as Member, or Retail Customer.
P. Subscriber Agreement: The agreements
3. BECOMING A MEMBER
A. A Person may become a Member through introduction by an established Member, who is then designated his/her Sponsor, by:
1. Completing the Registration Page on the Web Site by personal request by one of our active members. The Member has no obligation to purchase any other goods or services.
2. By entering our portal site from advertisement and requesting to see our presentation, then subsequently enrolling. The Member has no obligation to purchase any other goods or services.
Upon request by the Company, a Member must provide proof of residency and proof of the ability to legally conduct Our Network business in the country which corresponds with the Member's Agreement. If a Member fails to provide such documentation, the Company, at its election, may declare a Member Agreement void from its inception.
An applicant or Member is prohibited from submitting any inaccurate or falsified information to the Company. A Member must inform the Company of any changes affecting the accuracy of the Member Agreement. The Company reserves the right to immediately terminate the business relationship if the Company determines that false or inaccurate information was provided.
A Person becomes a Member on completion of the Member Agreement and approval by the Company.
4. RESPONSIBILITIES OF A MEMBER
A Member is an independent contractor.
A Member is not an agent, employee, partner, or joint venture participant with the Company. A Member is prohibited from representing himself as such.
Members are independent entrepreneurs who establish a Business Relationship with the Company.
A Member must represent the Products/Services and the opportunity ethically and professionally.
No representation or sales offers may be made relating to Products/Services that are not accurate and truthful.
No unreasonable, misleading, claims may be made. No income guarantees of any kind may be made.
Any representations made by a Member are made solely by that Member and all responsibility for such representation is his/her full liability.
A Member may not solicit or entice any other Member whom he did not personally sponsor to sell and/or purchase Products or Services other than those offered by or through the Company. To do so constitutes an unwarranted and unreasonable interference with the contractual relationship between the Company and its Members.
A Member is responsible for his/her own business decisions and expenditures.
A Member must comply fully with this agreement.
A Member has the right to market Products and Services, as well as to offer the business opportunity to any Person. There are no exclusive territories or franchises; and a Member has the right to operate anywhere.
A Member's right to receive Compensation may be revoked at anytime if Our Network or any associated company, has evidence that the Member has not conducted himself in accordance with the terms and conditions contained herein and/or other requirements of the Contract.
The Company may, at its sole discretion, take action against a Member as outlined in these Policies and Procedures if the Company determines that the Member's conduct or the conduct of any participant to the Member Agreement is detrimental or disruptive to the Our Network or Member network.
5. BREACH IN AGREEMENT PROCEDURES
A Member's rights under this agreement are conditioned upon and subject to the Member's continued performance in accordance with these Policies and Procedures. Upon failure by a Member to perform his/her obligations as set forth in the agreement, the Member's rights cease and the Company may elect to terminate the agreement. At the Company's discretion, the Company may excuse a Member's non-performance in whole or in part. Further, in connection with or in lieu of terminating the agreement, the Company may:
Provide written notification to the Member of the Company's concerns and of the Company's intent to discontinue the Member's rights under the agreement if the Member's non-performance continues;
Closely monitor the Member's conduct and his/her Business Relationship over a specified period of time to ensure performance by the Member;
Require additional assurances by the Member that performance will be in compliance with the agreement. Further assurances may require the Member to take certain actions in an effort to mitigate or correct the Member's non-performance;
Deny privileges which are awarded to Members by the Company.
Seek injunctive relief or other remedies available by law.
The following procedure applies when the Company investigates a Contract violation:
The Company will send a formal written notice to the Member for the alleged breach of the agreement. Each Member agrees that the relationship between a Member and the Company is entirely based upon our agreement. Accordingly, the Company will neither honor nor respect any subsequent claim by a Member that the relationship is or has been quasi-contractual, has arisen by implication from any continuing practice or course of action, or is otherwise implied-in-fact;
From the date of dispatch of the formal written notice, the Company will give the Member the 3 business days in which to present his/her case for review by the Company:
The Company reserves the right to prohibit Member activity until a decision is rendered.
The Company will base its decision on:
Any information obtained from collateral sources,
Information arising from the Company's investigation of the facts,
Information submitted to the Company during the applicable response period,
The Company will make a final decision regarding the appropriate action, which may include the termination of a Member's agreement
The Company reserves the right to impose sanctions for agreement violations on a case-by-case basis. The Company will promptly notify the Member of its decision. Any sanctions will be effective as of the date on which notice is dispatched.
A Member may terminate his/her agreement at any time, and for any reason, by sending a written notice to the Company. Termination becomes effective as of the date the Company receives written notice of termination.
When a Member is inactive for three months, his/her agreement will automatically terminate.
6. BECOMING A SPONSOR
A Member may act as a Sponsor only if the Member meets all requirements and accepts all responsibilities described herein. Under the terms of the agreement (but always subject to limitations set forth in the agreement and in applicable laws, ordinances, and regulations), a Member is entitled to sponsor Persons to the Company as applicants to become Members. Upon acceptance by the Company of the Member Agreement, applicants are placed in the Downline Organization of the Sponsor listed on the Member Agreement.
7. RESPONSIBILITIES OF A LEADER
To be a successful Leader of the Members in our TEAM, a Sponsor should fulfill the following responsibilities:
Give regular sales and organizational training, guidance, and encouragement to his/her Team. He/she should maintain contact with our group Members and be available to answer their questions;
Exercise his/her best efforts to ensure that all Members in our Team properly understand and comply with the terms and conditions of the agreement and applicable national and local laws, ordinances, and regulations;
Intervene in any disputes arising between a customer and any team member and attempt to resolve the dispute promptly and amicably; and
Provide training to ensure that Product and/or Service sales and business opportunity meetings conducted our team is conducted in accordance with the agreement, including these Policies and Procedures, and in accordance with any applicable laws, ordinances, and regulations.
Given the nature of its Products and Services, the Company has no product liability insurance. Any claims for defective Product or Services or liability arising from use or sale thereof supplied by a supplier promoting their Products or Services through the Company's web site, are the sole responsibility of said supplier. The Company provides no guarantees for Products or Services not supplied by it.
9. DISTRIBUTION OF LEADS
From time to time, Persons inquire about the opportunity to become a Member directly through the Company. If the Person hears about the Company from a specific Member, then the Person is referred to that Member. Information about Persons who have heard about the Company without a discoverable contact is distributed to existing Members as fairly as possible. The Company reserves the right to make final judgments with respect to distribution of leads.
10. DISTRIBUTOR LISTS
Member lists ("Lists") are the confidential and proprietary property of the Company. The Company has derived, compiled, configured, and currently maintains the Lists through the expenditure of time, effort, and monetary resources. The Lists, in their present and future forms, constitute commercially advantageous proprietary assets and trade secrets of the Company, which the Company's employees have agreed to hold confidential. The right to disclose Lists and Member information maintained by the Company is expressly reserved by the Company and may be denied at the Company's discretion.
The Company provides a uniquely tailored portion of the Lists to qualifying Members requesting such a list contains only information specific to his/her own Downline Organization.
These Lists are provided for the exclusive and limited use of the recipient to facilitate the training, support, and servicing of the recipient's Downline Organization for furtherance of Company-related business only. Each Recipient agrees that any such use, within its intended scope, constitutes a separate exclusive license agreement between the recipient and the Company.
These Lists remain at all times the exclusive property of the Company, which may, at any time, and in the Company's sole discretion, reclaim and take possession of the Lists. Accordingly, each Recipient agrees:
To hold confidential and not disclose any Lists or portion thereof to any third Person, including, but not limited to, existing Members, competitors, and the general public;
To Limit use of the Lists to their intended scope of furthering the Member's company-related business;
That any intended or unintended use or disclosure of the Lists outside of those authorized herein, or for the benefit of any third Person, constitutes misuse, misappropriation, and a violation of the Recipient's license agreement, which causes irreparable harm to the Company;
That, upon any violation under this section, the Recipient will stipulate to appropriate injunctive relief enjoining such use under applicable national or local laws, and retrieve and return to the Company all Lists previously provided to the Recipient; and
That the obligations under this section will survive the termination of the Recipient's Contract.
The Company reserves the right to pursue all appropriate remedies under applicable national, international or local laws to protect their rights to the above-stated proprietary and trade secret Lists; any failure to pursue such remedies will not constitute a waiver of those rights.
11. PRODUCT AND SERVICE CLAIMS
Members may make only Product and Services claims and representation found in the literature distributed by the Company. All Product and Services claims and representations must be the same as those found in the current literature distributed by the Company.
12. GENERAL BUSINESS ETHICS
Each Member agrees that he will not make, by any means, misleading, unfair, inaccurate, or disparaging comparisons, claims, representations or statements about other persons (including competitors), companies, their products, of their commercial activities. Each Member also agrees that he will not make unfair, misleading or inaccurate claims about the Company, Products, Services or the commercial activities of the Company.
A Member stipulates that he has no authority to take any steps in any country or other political jurisdiction toward the introduction or furtherance of the business. This includes, but is not limited to, any attempt to register or reserve Company names trademarks, trade names or domain names; to secure approval for Products and/or Services or business practices. A Member agrees to indemnify the Company for all costs incurred by the Company for any remedial action needed to exonerate the Company as a result of the improper actions of the Member.
13. ADVERTISING AND THE USE OF THE COMPANY NAME
A Member is expressly prohibited from using any form of media advertising to promote Products and Services. Products and Services may be promoted only by personal contact or by literature produced and distributed by the Company. Generic business opportunity advertisements may be placed, in jurisdictions allowing such advertisements, but only in accordance with the policies of the Company. In addition, a Member may not promote the Products, Services and/or business opportunity through interviews with the media, articles in publications, news reports, or any other public information, trade, or industry information source, unless specifically authorized Company.
Company logos or names may not be used or displayed on any apartment, house, office, storefront or other physical premises, where it may be viewed by persons passing by.
No Member may use any of the Company's trade names, trademarks, services marks, product names, logos, or other intangible commercial assets, registered or otherwise, in any form of advertising or promotion without first entering into a separate written agreement with the Company for each proposed use of any of the above-stated names or devices. Each Member agrees that any such use in violation of these provisions constitutes a breach of the agreement and cause irreparable harm to the Company. Upon notice of any such violation, the Member agrees to stipulate the appropriate injunctive relief enjoining such use. The Company reserves the right to prohibit any violations of advertising or promotion and to pursue all appropriate remedies under applicable laws or its agreement with the Member.
None of the Company's copyright-protected materials may be reproduced or sold, in whole or in part, by any means.
No Member may represent that, because of some involvement with a Member or with the Company, any Person can or will receive profits or revenues (whether on account of his/her own activities or the activities of others).
The Company reserves the right to prohibit any advertising, which it deems inappropriate that has come to their attention or otherwise to prevent any Member from inappropriately advertising the Products and/or Services or the independent business opportunity associated with the sale of Products and/or Services and building an independent business organization.
Prior to any placement of or contracting for advertising, an Executive-level Member may place an advertisement in the Yellow Pages or White Pages of a commonly circulated telephone directory in his/her local area.
This advertisement is to be limited to two lines containing the words "Our Network Independent Member, John Doe (Member's name)," and a telephone number. Neither bold print nor display advertisements are allowed. The advertisement must be in the Member's name only.
The advertisement may represent the Member only in Member's Companies that the Company has currently established and approved in the country or territory in which the telephone directory is circulated.
The Company recommends that leads obtained from this listing be alternately disbursed throughout the downline of the Member.
The Company's logo and name must always appear with the registered trademark designations, except as prohibited by law.
14. AGREEMENT CHANGES
The Company expressly reserves the right to make any modifications to the agreement upon 30 days prior written notice through normal channels of communication, which will be the Company Web Page, Company E-mail or separate mailer. Each Member agrees that 30 days after publication of such notice, any such modifications become effective and are automatically incorporated into the agreement between the Company and its corresponding Members as an effective and binding provision.
By continuing to act as a Member after such modifications have become effective, a Member acknowledges acceptance of the new agreement terms.
By continuing as a Member as described in Section 6.D herein, a Member acknowledges acceptance of the agreement terms in effect on the first date of activity after the anniversary date.
The waiver by the Company of any Member's breach of any provision of the Contract must be in writing and will not be construed as a waiver of any subsequent or additional breach. The failure by the Company to exercise any right or prerogative under the Contract will not operate as a waiver of such right or prerogative.
16. GOVERNING LAW
The place of origin of this agreement, and the place where the Company accepted the offer of a prospective Member to form the agreement, is Georgia, United States. This Agreement is to be construed, with respect to its validity and performance obligations there under, in accordance with the laws of the Georgia, USA applicable to contracts made and to be wholly performed within such State. A Member agrees to submit to the jurisdiction of the courts of the New Zealand for resolution of any conflict or litigation arising under or purporting to interpret the Agreement.
Any notice or other communications requested or permitted to be given under the Agreement shall be in writing and shall be delivered personally, transmitted by facsimile or sent by first class, certified (or registered) or express mail, postage prepaid, and, unless otherwise provided in the Agreement, shall be deemed given when delivered personally, or if transmitted by facsimile, one day after the date of such facsimile, or if mailed, 5 days after the date of mailing, to the address of the Company's headquarters or to the Member's address as provided on the Members Agreement, unless written notice of a change thereof has been received. The Company shall have the right, as an alternative method of notice under this Section 24, to use mailers or other normal channels of communications with Members.
18. SUCCESSORS AND ASSIGNS
The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
To protect the Company, its assets, and its reputation from claims or disputes created by outside (non-Member) third parties, Our Network requires that:
If any Member is charged with any infringement of any proprietary right of any outside third party (who is not a Member) arising from, any of the Company's proprietary assets, or
If the Member becomes the subject of any claim or suit related to such Member's conduct related business or any other action that directly or indirectly negatively affects or puts at risks the Company, its reputation, or any of its tangible assets of whatever nature,
Such Member shall immediately notify the Company.
The Company may, at its own expense and upon reasonable notice, take whatever action it deems necessary (including, but not limited to, controlling any litigation or settlement discussion related thereto) to protect itself, its reputation, and its tangible and intangible property.
Such Member shall take no action related to any such claim and suit, unless the Company consents, which consent shall not unreasonably be withheld.
To expedite the prompt resolution of any disputes that may arise under the Member Agreement, Our Network has instituted a mediation/arbitration policy. This policy deals with the disposition of disputes arising out of the independent contractor relationship between Our Network and independent contractors themselves. The Member Conduct Review Committee as described by the Policies and Procedures first handles member complaints. The mediation/arbitration policy is available upon request from the Legal Department to parties who are involved in a controversy as defined above.