IJASCODE PROXIPRENEURSHIP
“AFFILIATE
PROGRAM”
POLICIES AND PROCEDURES
VERSION 4.1 | LAST UPDATED 9/10/2020
Table of Contents
These
Policies & Procedures are effective as of the date first displayed above
and govern the way a Ijascode Affiliate conducts
business with the Company, other Affiliates, and Customers. They replace all
previous versions. The governing definitions are capitalized and found in
Appendix A. Any interpretation, clarification, exclusion, or exception to these
Policies and Procedures, in order to be effective, must be in writing and
signed by an authorized officer of the Company. The Company endeavors to
enforce the Policies and Procedures on a uniform and nondiscriminatory basis.
However, any failure to enforce any of the provisions of the Policies and
Procedures with one
Affiliate
does not waive the Company’s right to enforce any such provision(s) with that
same Affiliate or any other Affiliate.
These
Policies and Procedures, the Compensation Plan, the Statement of Beneficial
Interest (if any), the Affiliate Agreement and any country or
situation‐specific addendum(s) thereto, and any other written agreement
between the Affiliate and the Company in their present forms and as amended
from time to time at the sole discretion of the Company, are by this reference
incorporated into, and form an integral part of, what is collectively referred
to as the “Contract.” Each Affiliate has the responsibility to read,
understand, adhere to the Contract and ensure that he or she is aware of and
operating under the most current version of the Contract. When sponsoring a new
Affiliate, the Sponsoring Affiliate shall provide the most current version of
the Contract to the applicant or direct them where to find this document prior
to his or her execution of the Affiliate Agreement. By signing an Affiliate
Agreement or accepting Commissions from the Company, an Affiliate demonstrates
that he or she has read and understands and consents to abide and be bound by
the Contract and any amendments thereto.
The
Company may amend any part of the Contract from time to time as laws and
business circumstances change. Notice of any amendment will be published by the
Company on its website or by email notification. It is the responsibility of
all Affiliates to regularly review the most recently published Contract,
located at www.ijascode.com or other Company websites. The Company
will also provide a copy of its most current Contract upon the Affiliate’s
request.
Ijascode
HandsOff Marketing System, LLC. and its affiliated
and subsidiary entities (from time to time hereinafter referred to collectively
as the “Company” or “Ijascode”), has made a
commitment to provide products and services of the finest quality backed with
impeccable service. In turn, the Company expects its Independent Affiliates
(from time to time hereinafter referred to as “you” and “your”) to reflect that
image in their relationships with Consumers and other Independent Affiliates.
As an Independent Affiliate for Ijascode. You are
generally free to operate your business as you see fit but it is to our mutual,
long‐term advantage if you accord to the highest standards of integrity
and fair practice in your role as an Independent Affiliate. The Code of Ethics,
therefore, states:
As
an Ijascode Independent Affiliate:
• I will to the best of my ability
continually improve the health, wellbeing and prosperity of myself and my Ijascode family.
• I will conduct my business in an honest,
ethical manner at all times.
• I will make no representations (claims)
regarding benefits and savings associated with Company products or services
other than those contained in officially approved corporate literature and
videos.
• I will provide support, training and
encouragement to all Affiliates (within my group or not) to ensure that their
experience with Ijascode is a success.
• I will refrain from making false
financial claims and exaggerating my personal income.
• I will not abuse the goodwill of my
association with the Company to further or promote other business interests
(particularly those which may be competitive to the Company).
• I will not make disparaging remarks
about the Company, its products, officers, members, managing members, employees
and Affiliates. As well as, other products, services, or companies; likewise, I
will not willfully denigrate the activities or personalities of fellow
Independent Affiliates.
• I will abide by all of the Company’s
Policies and Procedures as included herein, or as may be amended from time to
time.
Any
violation of the above Code of Ethics may be subject to disciplinary action up
to and including termination of the Affiliateship.
A. Age
of Majority. All
Applicants must have reached the age of majority, usually eighteen (18) years
of age, in the jurisdiction in which they reside. Any Affiliate found to be in
violation at present or at the time of sign up is subject to termination.
B. Application. An Applicant is authorized by the
Company to exercise Affiliate Rights and operate an Affiliateship
when he or she (i) purchases the Ijascode
Packages with annual, 2 years, 3 years, 5 years or Forlife
subscription Fee; (ii) returns to the Company a completed and signed original
or electronic (faxed or scanned) Affiliate Agreement or signs through the
company’s on‐line application process; and (iii) the Company accepts the
Agreement. (The Affiliate Agreement and other necessary forms are available on
the Company’s website.)
1. In order to be accepted by the Company,
an Affiliate Agreement for the country in which the Applicant resides and any
other required document of the Contract must be complete and correct in every
respect and submitted by the Affiliate.
2. Failure of the Affiliate to submit a
complete and correct Agreement or to provide appropriate documentation, when
requested, may result in the Affiliate Agreement being rejected by the Company.
The right to accept or renew any Affiliate Agreement remains solely with the
Company for a period of 30 days.
3. An Affiliate may be required to provide
the Company with proof of residency, work authorizations, and ability to
legally conduct business in the country stated on the Affiliate Agreement.
C. Monthly
Required Purchase.
Unless otherwise prohibited by law, the only purchases required to obtain and
maintain an Affiliate are Monthly Maintenance and Web Hosting Fee (if agreed to
get custom domain name). Product purchases are optional.
D. Business
Entities. If the
Applicant wishes to use a Business Entity as their Independent
Affiliateship,
the Affiliate Agreement must be of a Person authorized to bind the Business
Entity.
The Applicant must also submit with the Affiliate Agreement: (i) an Identification Number for the Business Entity (EIN),
and (ii) a Statement of Beneficial Interest, which must include the signature
and Identification Number or other personal identification number of every
Person having a Beneficial Interest in the Business Entity. To verify the form
of the Business Entity, Beneficial Interest holders, and authorized
signatories, the Company may require, at any time, the Applicant to submit a
copy of its articles of organization, articles of incorporation or other
charter documentation.
E. Identification
Number. For tax
reporting (where required) and identification purposes (where permitted by
law), the Company requires Applicants to provide the Identification Number or
other personal identification number. Affiliates from United States and other
countries that issue a social security number (SSN) for personal individual
account or TIN for business entity will be required to provide this information
upon registration whether online or offline (paper registration).
For
any countries that do not provide SSN or TIN, an affiliate is required to
submit 2 valid government issued identification and private company issued
documents, and must be the combination of A and B documents:
Group
A documents: Driver license,
passport, voters ID, citizenship card or resident card.
Group
B documents: Bank
statement, utility bills (water bill, electric, cellphone contract bill, car
payment receipt or house rent statement), health card or international driver license.
Documents
will only be accepted after thorough review and verification by Ijascode Compliance team. Failure to provide this information
may result in rejection of the Application or cancellation of the Affiliateship.
F. Inaccurate
Information. If the
Company determines that the Affiliate Agreement or the Statement of Beneficial
Interest contains inaccurate or false information, it may immediately terminate
an Affiliate or declare the Affiliate Agreement null and void from its
beginning. Further, it is the obligation of the Affiliate to report to the
Company on an ongoing basis any changes, which affect the accuracy of the
Contract.
G. Term. The Contract is valid for the period
of one (1) month from the Date of Sign‐up. Each month after that, the
Contract may be renewed by payment of Monthly Maintenance Fee. The
Affiliate,
on the monthly basis, from the Date-of Sign-up, must pay this fee when the Affiliateship is to be renewed.
1. The Affiliate expressly authorizes the
Company to collect the monthly maintenance fee using the payment method saved
to their individual Affiliate account.
2. An Affiliate will forfeit Affiliate
Rights and agrees that his or her position may lose its Downline Organization,
and may forfeit the right to participate in the Compensation Plan, if the monthly
subscription fee is not paid by the renewal date.
H. Non‐Exclusive
Territory. The
authorization of an Affiliate to exercise Affiliate Rights and operate an Affiliateship hereunder does not include a grant of an
exclusive franchise or territory to an Affiliate, nor is an Affiliate allowed
to make such claims.
A. Compliance. An Affiliate shall comply at all times
with each of the terms and conditions of the Contract, as well as local, state,
and country laws.
B. Independent
Contractor. An Affiliate
is an Independent Marketing Affiliate Contractor (IMAC) and is responsible for
his or her own business expenses, decisions, taxes and actions.
1. An Affiliate shall not represent himself
or herself as an agent, employee, partner, or joint venture with the Company.
An Affiliate shall not make purchases or enter into any transactions or
contracts in the Company’s name.
2. An Affiliate’s work hours, business
expenditures, and business plans are not dictated by the Ijascode
company. An Affiliate shall make no printed or verbal representations, which
state or imply otherwise.
3. An Affiliate is fully responsible for
all of his or her verbal and/or written statements made regarding the Products,
services, and the Compensation Plan which are not expressly contained in
official Company materials and the Affiliate agrees to indemnify the Company
against any claims, damages, or other expenses, including attorneys’ fees,
arising from any representations or actions made by the Affiliate that are
outside the scope of the Contract. The provisions of this Section survive the
termination of the Contract.
C. Compliance
with Laws. In
conducting its Affiliate Business, an Affiliate must comply with all applicable
national and local laws, regulations, and ordinances. An Affiliate shall not
violate any laws which apply to unfair competition or business practice,
including any law that prohibits the advertising, offer to sell, or sale of
Products at less than the Wholesale price of the Products.
D. Offerings. An Affiliate may not offer or promote
any non‐Company plans, incentives, opportunities, non‐approved
Sales Tools, or Non‐Ijascode Products in
conjunction with the promotion of Ijascode Products.
Only Companywide offers may be advertised.
E. Promotion
of Competing Products.
An Affiliate is prohibited during the term of the Contract from promoting or
selling in any Authorized Country any non‐Company brand incentivized or marketing
products and services, which have the same core intellectual properties as the
company.
F. Direct
Sales. Achieving
success as an Affiliate requires time, effort and commitment. There are no
guarantees of Commissions, only rewards based upon productivity. A successful Affiliate
Business requires regular and repeated Sales of Products by an Affiliate. Sales
by an Affiliate’s Downline Organization also contributes to the success of an Affiliate
Business. An Affiliate is required to keep records of all Sales for a period of
[one] year and the Company randomly monitors compliance with Sales requirements
of the Company. Each Product purchased by non‐Affiliate or Customers is
automatically counted on a monthly basis towards qualification requirements.
G. Negative
Statements. An Affiliate
will make no disparaging, misleading, inaccurate, or unfair statements,
representations, claims, or comparisons with regard to:
1. The Company, its Products, its
commercial activities, or its Affiliates; or
2. Other companies, including competitors,
their services, products or commercial activities.
H. Unethical
Activity. An Affiliate
must be ethical and professional at all times when conducting Affiliate
Business. An Affiliate will not, nor will the Affiliate permit Affiliate in his
or her Downline Organization to engage in unethical activity. Examples of
unethical activities include, but are not limited to, the following:
1. Causing Product sales in Retail
Establishments or on Unauthorized Websites;
2. Use of another Affiliate or Customer’s
credit card without express written permission;
3. Unauthorized use of any Company
Confidential Information;
4. Cross‐Company Recruiting
(including aiding and abetting another to Cross‐Company Recruit);
5. Cross‐line Recruiting (including
aiding and abetting another to Cross‐line Recruit);
6. Writing checks without sufficient funds;
7. Making unapproved claims about the
Product;
8. Making income claims about the Affiliate
Business, which is not compliant with the provisions of the Policies and
Procedures;
9. Making false statements or
misrepresentation of any kind, including but not limited to: untruthful or
misleading representations or sales offers relating to the quality,
availability, grade, price, terms of payment, refund rights, guarantees, or
performance of Products;
10. Personal conduct that discredits the
Company and/or its Affiliate;
11. Violating the laws and regulations
pertaining to the Affiliate Business;
12. Failing to meet Sponsor
responsibilities;
13. Violating the Code of Ethics; or
14. Violating the Contract.
I.
Cross‐line Recruiting. The Affiliate is prohibited from
engaging in Cross‐line Recruiting.
J. Cross‐Company
Recruiting.
1. An Affiliate is prohibited, during the
term of the Contract and for a period one (1) year following the date of
termination of the Contract, from Recruiting an Affiliate to sell or purchase
products or services other than those offered by Ijascode.
The Affiliate stipulates and agrees that Recruiting constitutes an unreasonable
and unwarranted interference with the contractual relationship between the
Company and its Affiliates, conversion of the Company’s property, and
misappropriation of the Company’s trade secrets. The Affiliate further
stipulates and agrees that any violation of this rule will inflict immediate
and irreparable harm on the Company, and that the Company shall be entitled, in
addition to any other remedies that may be available, to immediate, temporary,
preliminary, and permanent injunctive relief without bond; and that such
injunctive relief may extend the post‐termination period of this
restriction for up to one (1) year from the date of the last violation of this
provision. The provisions of this Section survive the termination of the
Contract. Nothing herein waives any other rights and remedies the Company may
have in relation to the use of its Confidential Information or any other
violations of the Contract.
2. The Affiliate agrees that appearing in,
being referenced in, or allowing the Affiliate’s name or likeness to be
featured or referenced in any promotional, recruiting or solicitation materials
for another direct selling, network marketing or MLM companies constitute
Cross‐Company Recruiting.
K. Resolving
Disputes. An Affiliate
must conduct all activity in the best interests of the
Company.
Sponsors shall use their best efforts to resolve disputes in their Downline
Organizations.
Any personal disputes between Affiliates must be resolved quickly, privately,
and in the best interests of the Company.
L. No
Claims of Unique Relationship.
An Affiliate may not allege or imply that he or she has a unique relationship
with, advantage with, or access to the Company executives or employees.
M. Detrimental
Conduct. If any conduct
by an Affiliate or any participant in the Affiliateship
is determined by the Company to be injurious, disruptive, or harmful to the
Company or to other Affiliates, the Company may take appropriate action against
an Affiliate and the Affiliateship as set forth in
Section 8.
N. No
Reliance. An Affiliate
may not rely on the Company to provide legal, tax, financial, or other
professional advice, nor may it rely on any such advice if given.
O. Service
Charges. The Company
provides numerous services to its Affiliates without charge. However, Affiliates
occasionally make requests that require special time and effort to fulfill.
Requests in this category would include copies of receipts, paperwork,
in‐depth Commission information that must be calculated or extracted,
research, banking instructions, stop‐payment requests, etc. These and
other special requests are available to the Affiliate for a cost of fifty
dollars ($50 USD or equivalent local currency) per hour, plus actual costs,
with a minimum charge of fifty dollars ($50 USD or equivalent local currency)
per request. Costs would include banking fees, photocopy expenses, professional
fees, etc. A monthly service and processing fee will be charged for commission
payments.
P. Insurance. Since laws differ according to
jurisdiction, the Company encourages its Affiliates to consult with an attorney
regarding the extent of their personal legal liability with respect to their
independent businesses.
Q. Confidentiality. Upon signing an Affiliate Agreement,
the Affiliate agrees to maintain confidentiality regarding Confidential
Information and any other trade secrets and proprietary information or sales
methods. This confidentiality obligation is irrevocable and permanent, remains
after termination of the Contract, and is subject to legal enforcement by
injunction and award of costs and fees necessarily incurred. All Confidential
Information is transmitted to, or allowed to be gathered by, Affiliates in
strictest confidence on a need‐to‐know basis for use solely in the Affiliate
Business. Affiliates must use their best efforts to keep such information
confidential and must not disclose any such information to any third party,
directly or indirectly. Affiliates must not use the Confidential Information or
any information derived there from to compete with the Company or for any
purpose other than for promoting the Company’s program and its products and
services. The Affiliate maintains no ownership interest in any Confidential
Information or any information derived there from, including contact and
profile information of Downline Organizations, or other Affiliate contact
information gathered in connection with the Affiliate’s Business, and may not
sell, disseminate, or provide it to any other party. The Affiliate acknowledges
and agrees that the Confidential Information received by the Affiliate relating
to the profiles and reports of Downline Organizations or another Affiliate.
Information
gathered in connection with the Affiliate Business, including any information
derived there from, constitutes the Company’s trade secrets.
R. Privacy
of Affiliate Information.
All information provided by an Applicant on an Affiliate Agreement will be used
solely for the purposes of evaluating the Affiliate Agreement and for related
activities of the Affiliate. An Affiliate authorizes the Company to disclose
its contact information to the Affiliate’s Upline, and to the Affiliate’s
Downline Organization three (3) levels below or to those Affiliates for whom
the Affiliate is the closest Upline “Emerald” (as defined in the Compensation
Plan). The contact information may be used only for the Affiliate Business.
S. Use
of Confidential Information.
The Affiliate may acquire Confidential Information during the term hereof, for
example, from the sale of Affiliate Tools or merchandise to the Company’s Affiliate,
including those who are crossline to the Affiliate. Accordingly, regardless of
the source of the Confidential Information, the Affiliate understands and
agrees:
1. The Confidential Information is for the
exclusive and limited use of the Affiliate to facilitate the training, support
and servicing of the Affiliate’s Downline Organization for furtherance of the Affiliate
Business only;
2. He or she will not disclose the
Confidential Information to a third party directly or indirectly (including
other Affiliates) and that doing so constitutes misuse, misappropriation, and a
violation of the Contract
3. The information is of such character as
to render it unique and that disclosure of it will cause irreparable damage to
the Company; the Company is therefore entitled to immediate, temporary,
preliminary, and permanent injunctive relief, in addition to all other remedies
available in law or equity, to prevent or compensate for any violation of this
policy;
4. He or she will not use the information
to compete with the Company directly or indirectly and improper use will result
in termination of the Contract
5. He or she may be required to sign a
non‐disclosure agreement before receiving
Confidential
Information from the Company, or prior to engaging in activities that would
allow the Affiliate to acquire Confidential Information; and
6. Upon expiration, non‐renewal or
termination of the Contract, he or she will discontinue
the
use of such Confidential Information and destroy or promptly return to the
Company all Confidential Information under the control of or in his or her
possession.
T. Notification
of Adverse Action. An Affiliate
shall immediately notify the Company’s Legal department in writing of any
potential or actual legal claims from third parties against the Affiliate
arising from, or associated with, the Affiliate Business or the Downline Organization
that may adversely affect the Company. After notifying the Affiliate, the
Company may take any action necessary to protect itself, including controlling
any litigation or settlement of the legal claims. If the Company takes action
in the matter, the Affiliate shall not interfere or participate in the matter.
U. Release
for Use of Photo, Audio, or Video Image, and/or Testimonial Endorsement.
1. The Company may take photos, audio or
video recordings, or written or verbal statements of an Affiliate at Company
events or may request the same directly from an Affiliate. The Affiliate agrees
to and hereby grants the Company the absolute and irrevocable right and
permission, to use, re‐use, broadcast, rebroadcast, publish, or republish
any such photo, audio, video, or endorsement, in all or in part, individually
or in conjunction with any other photograph or video, or any other endorsement,
in any current or future medium and for any purpose whatsoever, including (but
not by way of limitation) marketing, advertising, promotion, and/or publicity;
and to copyright such photograph and/or video, in the original or as
republished, in the name of the Company, or in any other name. Regardless of
any other agreements or contracts the Affiliate may have with any other entity,
the Affiliate agrees that any use by the Company as set forth in this Section
shall be royalty free, is a work made for hire, and is not subject to any other
claim. The Affiliate agrees to defend and indemnify the Company against any
claims by any other party arising out of the Company's use of the rights
granted herein. The Affiliate confirms that the information he or she may give
as a testimonial endorsement, or as represented in a photograph, video or audio
is true and accurate to the best of his or her knowledge. The Affiliate waives
any right he or she may have to inspect or approve the finished or unfinished
product(s), the advertising copy, printed, recorded, photographic or video
matter, which may be used in connection with it or any use that may be made of
it.
2. The Affiliate agrees that photos, audio
or video recordings taken by the Affiliate or any third party at the Company’s
events or activities may not be used by the
Affiliate
or any third parties to promote the business unless it has first been approved
by the company.
V. Conducting
the Affiliate Business Internationally.
An Affiliate has the right to operate in any Authorized Country where the Affiliate
may lawfully conduct the Affiliate Business. It is an Affiliate’s
responsibility to comply with all national and local laws, ordinances, and
regulations when conducting Affiliate Business in any Authorized Country.
1. The Company may specify certain
countries subject to a Pre‐Launch Period in which
Affiliates
may also conduct the Affiliate Business. The Company may formally announce a
Pre‐Launch Period at least thirty (30) days prior to the official
opening.
2. An Affiliate has no authority to and
shall not conduct the Affiliate Business
(except
as permitted herein), nor introduce or establish the Company’s business or
Product
in a non‐ Authorized Country or
any country that is not the subject of a PreLaunch
Period announcement from the Company. This includes, but is not limited to: any
attempts to secure approval for Products or business practices; register or
reserve the Company names, trademarks, trade names, or Internet domain names;
or establish any kind of business or governmental contact on behalf of the
Company.
3. Prior to an announced Pre‐Launch
Period, Affiliate Business in an unopened country is limited strictly to the
following: An Affiliate may only hand out business cards and participate in
small meetings not exceeding eight (8) total persons personally acquainted with
the Affiliate or the Affiliate’s contacts.
A. Sponsoring. To act as a Sponsor, an Affiliate must
meet all requirements and accept all responsibilities as outlined in the
Contract. A Sponsor may refer persons wishing to become Affiliates as
Applicants to the Company. Only Applicants residing in Authorized Countries or
in those countries subject to a Pre‐Launch Period may be sponsored.
B. Placement. Once the Company accepts an
Applicant’s Affiliate Agreement, the new Affiliate is placed in the Sponsor’s
Downline Organization. A Sponsor’s new Affiliate will be placed on his or her
Frontline. Once placement has occurred an Affiliate will remain in that
position for the duration of this Contract.
C. Training
and Support. A Sponsor
shall:
1. Make reasonable efforts to ensure that
all Affiliates in his or her Downline Organization understand the terms and
conditions of the Contract and all applicable national and local laws.
2. Provide regular training and support in
the development of his or her Downline Organization’s business and the sale of
Products.
3. Provide education and instruction so
that Product sales and opportunity meetings conducted by Affiliates in his or
her Downline Organization are conducted in accordance with the Contract, and
with any applicable national and local laws.
4. Give guidance and encouragement to Affiliates
in his or her Downline Organization.
5. Make commercially reasonable efforts to
privately settle any disputes arising in his or her Downline Organization.
6. Failure to provide or make an effort to
provide training to your first level Affiliate may result in that Affiliate
being moved to a supportive Affiliate, at the Company’s sole discretion.
A. Sponsor
and/or Placement Changes.
Because of the need to maintain the integrity of Downline Organizations, a
Sponsor and/or Placement change may not be feasible and generally will not be
allowed; therefore, the Company has complete discretion to allow or disallow
any proposed change.
B. Sale
or Transfer of an Affiliateship. An Affiliateship
sale, assignment or transfer occurs when an Affiliate sells, assigns or
transfers ownership or control of an Affiliateship to
another Person. (If a member, director, manager, shareholder, partner,
executive or similar position or title sells, assigns, or transfers a
controlling or majority interest in a Business Entity Affiliateship,
which has a Beneficial Interest in an Affiliateship,
such sale, assignment or transfer, is subject to these provisions herein). The
Company reserves the right, in its sole discretion, to approve or disapprove
any proposed sale, assignment or transfer of an
Affiliateship.
The sale, assignment or transfer of an Affiliateship
may only occur if, at the time of the sale, assignment or transfer, the Affiliateship is in good standing pursuant to the terms of
Section 9 herein. In any sale, assignment or transfer, the transferee Affiliate
will retain the same Downline Organization and the same Rank/Title held before
the approved transfer. An Affiliateship may be
assigned or transferred without consideration (e.g. as a gift) subject to the
Company’s prior written approval. First consideration of any transfer or sale
will be
the
effect on Affiliates and the Company. Any sale, assignment or transfer of an Affiliateship is subject to the conditions of this Section.
C. Right
of First Refusal. Affiliateship transfers are subject to a Right of First
Refusal (“RFR”) to the Company, followed by a RFR to the Qualified Direct
Upline.
1. If an Affiliate receives a Bona Fide
Offer to purchase his or her Affiliateship, the Affiliate
shall first offer to sell such Affiliateship to the
Company on the same terms and conditions contained in the Offer. The Affiliate
shall deliver the Offer in writing to the Company, and the Company shall have
fifteen (15) business days in which to accept the offer. Evidence of a
legitimate offer may include, but is not limited to, cash or securities
deposited into an escrow account, evidence of a loan commitment, and other
substantial steps taken for the sole purpose of purchasing such Affiliateship.
2. If the Company fails to exercise its RFR
within the fifteen (15) day time period, the Affiliate shall extend the same
offer to its Qualified Direct Upline on the same terms and conditions as those
contained in the Offer. The Company shall convey the Offer by providing written
notice of the same to the Affiliate’s Qualified Direct Upline. The Qualified
Direct Upline shall have ten (10) business days in which to accept or reject
such offer. If the Qualified Direct Upline accepts the offer, he or she must
provide written notice to the Company upon acceptance.
3. If the Qualified Direct Upline fails to
exercise his or her RFR within the time allotted, the Affiliate may transfer
the Affiliateship to the third party according to the
same terms and conditions contained in the Offer, provided, however, that the Affiliate
complies with all other transferring procedures contained in this Section and
as may be established from time to time by the Company.
4. The RFR shall apply to each new Offer
received by the Affiliate.
5.
The
following circumstances are not subject to the RFR requirements in Section 4;
however, each instance requires that an amended Affiliate Agreement and
Statement of Beneficial Interest be filed with the Company.
a. When the name of a Person who has a
Beneficial Interest in the Affiliateship is added to
the Affiliate Agreement (e.g., a wife adding her husband).
b. When the name of a Person who no longer
has a Beneficial Interest in the Affiliateship is
removed from the Affiliate Agreement (e.g., a minority member who is removed
from a company; or a shareholder, not holding a controlling interest, sells his
or her interest in a company.)
c. When the Affiliate is an individual and
is transferring his or her ownership rights to a legal entity in which only
that Affiliate has a Beneficial Interest (e.g., a husband and wife form a
limited liability company to operate their Affiliateship
and are the only members/ managers).
D. Limitations
on Sales and Transfers.
1. An existing Affiliate may not purchase
another Affiliate’s position.
2. An Affiliate who sells or transfers his
or her Affiliateship may not reapply to become an Affiliate
under another Sponsor for a period of not less than six (6) months after the
Company has approved the sale.
3. Should an Affiliate transfer his or her Affiliateship to the Qualified Direct Upline, the Qualified
Direct Upline may merge the Affiliateship into his or
her existing Affiliateship or hold the Affiliateship for up to six (6) months to find and transfer
the Affiliateship to a new buyer. Failure to transfer
the Affiliateship within the time limit will result
in the Affiliateship being merged into the Qualified
Direct Upline’s Affiliateship in accordance with the Affiliateship transfer procedures.
4. If an Affiliate sells or transfers his
or her Affiliateship and, within one year of the date
of sale, he or she signs‐up, joins or begins work for another direct
selling, network marketing or multi‐ level marketing company, such action
shall be considered a breach of
the
Contract and the Company reserves the right to terminate such transferred
Affiliateship
pursuant to the termination provisions under the Contract. This provision shall
survive the termination of the Contract.
5. All sales or transfers of Affiliateships below the Executive Diamond Rank may, at the
Company’s sole discretion, be subject to a non‐competition obligation
between the selling or transferring Affiliate and the Company, of up to six (6)
months, pursuant to the terms of sale or transfer documentation provided by the
Company. All sales or transfers of Affiliate Executive Diamond Rank or higher
shall be subject to a non‐competition obligation between the selling or
transferring Affiliate, the purchasing Affiliate, and the Company, of not less
than one (1) year, pursuant to the terms of sale or transfer documentation
provided by the Company at that time.
E. Process. Additional processing requirements
include:
1. The selling/transferring Affiliate must
either provide or have on file a current and accurate Affiliate Agreement and
Statement of Beneficial Interest for all Business Entities requesting the
transfer.
2. Specific documentation available by
request from the Company must be submitted in order to process a sale or
transfer of Affiliateship.
3. An application for a sale or transfer
must be received by the Compliance Department at the Company by the 15th
day of a month in order for the change to be effective for the given month.
4. Any requests received after the 15th
will be processed for the following month.
5. A one hundred dollar
($120 USD or equivalent local currency) fee will be assessed per each request.
F. Interpretation. The interpretation of these Policies
& Procedures pertaining to the sale, assignment or transfer of an Affiliateship will be made in a manner that considers and
serves the best interests of the Company and its Affiliates. The Company
reserves the right to reject any transferee or buyer.
G. Restrictions
Against Multiple Beneficial Interests.
1. An Affiliate is prohibited from having a
Beneficial Interest in more than one Affiliateship.
2. If a Person with a Beneficial Interest
in an existing Affiliateship wishes to become an
Affiliate
under another Sponsor, the Person must first terminate the Beneficial Interest
in the existing Affiliateship and wait six (6) months
before applying to be an Affiliate.
3. The Company’s restrictions against
multiple Beneficial Interests ensures that (i) all
efforts by an Affiliate to build his or her Affiliate Business are focused on a
single Affiliateship and not diluted through the
demands of multiple Affiliateships; and (ii) the
Upline receives the full benefit of the Affiliate’s efforts. In determining
whether or not an Affiliate has a Beneficial Interest, the Company considers
the meaning of the term as set forth in the definition in Appendix A as well as
the intent of such restriction.
H. Effects
of Marriage, Divorce and Death on the Affiliateship.
1. Marriage. A spouse is deemed to have
Beneficial Interest in an Affiliateship and all the
omissions of the spouse shall be imputed to the Affiliate. If two Affiliates
marry, they may keep their Affiliateships separate.
However, all other conditions of the Beneficial Interest rules
of the Contract apply to both Affiliateships.
2. Death and Inheritance. In the case of an
Affiliate’s death, the Contract will be assigned to the legal successor to the Affiliateship (who can properly qualify according to the
Contract) in accordance with applicable laws. The Company requires certified
copies of the death certificate (or a doctor’s statement) and a certified will,
court order, or other appropriate legal documentation. Successors in interest
must submit an amended Affiliate Agreement. Upon notice of demise, the Company
reserves the right to make payments to the estate of the deceased Affiliate. If
the legal successor wishes to terminate the account, a written, signed
statement of request to terminate must be submitted along with appropriate
legal proof of death. If the legal successor to the Affiliateship
is already an existing Affiliate, the Contract will be assigned to the existing
Affiliate and the Company will allow the multiple Beneficial Interest through
inheritance; provided, however, that the existing Affiliate does not already
own another Affiliateship through inheritance. If the
existing Affiliate already owns another Affiliateship
through inheritance, the Company will allow the multiple Beneficial Interest
through inheritance for up to six (6) months, by which time the existing Affiliate
must have sold or otherwise transferred the existing or one of the inherited Affiliateships.
A. Earnings
Through Sales.
Commissions are paid to Affiliates who qualify pursuant to the
Compensation
Plan and who are in compliance with the Contract. As the success of any Affiliate
depends largely on the personal efforts of that Affiliate, the Company does not
guarantee any level of profit or success, nor does it guarantee an Affiliate a
specific income. An Affiliate does not receive compensation for sponsoring or
recruiting other Affiliates. The only way to earn Commissions is through the
sale of Products, rewards are based on these sales.
B. Payment. The Company will pay Commissions to
Qualified Affiliates on Product orders that have been received before the end
of the Commission period; (ii) fully paid; and (iii) the sale is completed.
1. Commissions are paid in the name of the
Business Entity listed on the Affiliate Agreement. When no Business Entity is
listed, Commissions are paid to the personal name of the first Person listed on
the Affiliate Agreement.
2. Commissions are paid bi-weekly, the 15th
and 30th of each month, and will be deposited, as of the moment,
only through Ijascode Mastercard. Company has 10 days
package cancelation period and so the commission can only be released after
then. All online and offline product and services orders are subject to this
cancelation period.
All
commissions from any products and services orders that are verified, fully
paid, and NOT under cancellation period will be released on the next available
pay cycle.
Example
(assuming that the payment has passed and matured after 10 days):
a) If the package is ordered on January 1,
2018, the commission will be released on 15th of January, 2021 pay
cycle.
b) If the package is ordered on January 5,
2018 (11:59 PM Pacific Standard Time - Cut off Time), the commission will be
released on 15th of January, 2021 pay cycle.
c) If the package is ordered on January 6,
2018 (12:00 AM Pacific Standard Time – Passed Cut-off Time), the commission
will be released on 30th January, 2021 pay cycle.
d) If the package is ordered on January 25,
2018, the commission will be released on 15th of February, 2021 pay
cycle.
Notes: Always
submit all orders on-time or as soon as possible to avoid commission delays. Company
reserves its full rights to hold, review or delay any bonuses or commissions to
ensure the accuracy and integrity of each payment release report.
3. Business Building Bonuses such as
monthly maintenance subscription fee, competition or promotion bonuses are paid
every 30th of the month. Monthly subscription normally takes place
on the second month after new affiliate’s registration, and so the residual
bonus will take similar length of days to be released.
4. If an Affiliate believes that there is
an error in the computation of Commissions and/or program qualifications, the
error must promptly be brought to the attention of the Company. If such
problems are not presented to the Company in writing within Thirty (30) days
after the end of the relevant Commission period, the Affiliate waives all
recourse with respect to such alleged error.
C. By
Request Issuing Checks.
Ijascode Mastercard is free to apply for and will
take few days to receive. All affiliates are required to use this as the primary
deposit card for any commissions and bonuses, however, in the event that a commission
has failed to deposit into the Affiliate’s Ijascode
Mastercard or it’s not available that time, and would like to be issued through
CHECK, the Company will charge the Affiliate a processing fee of 15 dollars ($15
USD or equivalent local currency) per check. If a check must be issued because
of the Company’s error, no additional charge will be applied.
D. Minimum
Payment Amount. The
minimum amount for payment of commission and bonus is twenty-five dollars ($25
USD or equivalent local currency). Commissions and/or bonuses in an amount less
than twenty-five dollars ($25 USD or equivalent local currency) for a pay
period will accumulate until they equal or exceed twenty-five dollar ($25 USD
or equivalent local currency).
E. Returned
or Unpaid Payments. The
Company makes every effort to ensure that an Affiliate receives its commission
payments. However, if a commission payment is unpaid due to insufficient information
or other reasons beyond the control of the Company, the payment will be held
for the benefit of the Affiliate for 180 days. Once the 180-day time period has
passed, the check shall be voided and the Affiliate may also be charged a
one‐time cancellation/stop payment fee of up to twenty‐five dollars
($25 USD or equivalent local currency).
F. No
Manipulation.
Manipulation of the Compensation Plan is not permitted and may result in
disciplinary action. Manipulation of the Compensation Plan includes, but is not
limited to, an Affiliate purchasing to qualify for various Ranks or
Commissions, large quantities of Product that are not sold through the direct
marketing channel, placing orders in his/her Downline Organization, and any
other actions that may violate state, federal or foreign anti‐pyramid
scheme laws. Creating Affiliate positions for the sole intent of qualification
or manipulation of the compensation plan is prohibited. Such manipulations may,
in the discretion of the Company, result in the suspension of Commissions and
termination of the Affiliateship.
G. Deductions
and Offsets. The Affiliate
authorizes the Company to deduct fees from its Commissions as deemed
appropriate in accordance with Section 6 herein or any other term or condition
of the Contract. Any fees will be assessed at the sole discretion of the
Company.
A. Inventory. As the Company imposes no specific
minimum inventory requirement on its
Affiliates,
an Affiliate must use its own judgment to determine the amount of inventory it
will need to sustain its projected Retail Sales and personal use.
B. Ordering. Products can be ordered by telephone,
mail, Ijascode Order Form, and through www.ijascode.com
1. Faxed, mailed, or personally delivered
orders must be submitted using a current Affiliate price list and a fully
completed order form. The prices of the Company’s Products are subject to
change at the discretion of the Company.
2. Payment must be the exact amount of the
order and may be made by those methods presently available (cashier’s check,
money order, credit card, cash, direct debit).
3. Orders must be paid in full prior to
pick‐up or shipping. All shipping and handling costs are based on
delivery location and the number of Products ordered.
4. Unauthorized use of another Person’s
credit card is prohibited.
5. An order placed over the phone is not
deemed made to the Company until the Company customer service agent provides
the Affiliate or Customer an order number.
6. The Company reserves the right to reject
any order for any reason.
C. Back
Orders. If the Company
is temporarily out of stock on ordered Product, an Affiliate will receive a
“back order” notice with his or her shipment. Back orders are filled first as
new inventory arrives. Volume on back orders is credited to the month in which
the Company received payment for the original order.
D. Electronic
Funds Transfer (EFT).
This method of payment may be an option for the purchase of
Products
and payment of Commissions to Affiliates in certain Authorized Countries. When
an Affiliate sets up an EFT method to purchase Products or receive Commissions,
he or she is authorizing the Company to electronically debit or credit his or
her bank account on a recurring basis for the amount of any designated purchase
or payment, subject to the laws of the Authorized Country where the Affiliate
resides.
1. In order to establish EFT as a purchase
or payment method, an eligible Affiliate must submit the required forms to a
Company customer service representative or through their Affiliate back office.
2. An Affiliate’s use of a bank account
belonging to another person for EFT purchases requires written, notarized
authorization by the owner of the account. Failure to obtain proper
authorization constitutes a breach of Contract.
E. Payment
Default. Any payment
that is not supported by sufficient funds or that is returned uncollected
constitutes a breach of the Contract. The Company will assess a handling fee of
twenty‐five dollars ($25 USD or equivalent local currency) for all
payments lacking sufficient funds. The Company reserves the right to restrict
an Affiliate’s payment method.
1. When there are not sufficient funds, the
Affiliate is responsible for all bank charges plus the Company’s handling fee.
In the case of the EFT method, the Affiliate understands that when the
Company’s first attempt to receive an EFT payment is unsuccessful, the bank may
make a second attempt within three (3) days. The
Affiliate’s
bank may charge an insufficient funds fee for each unsuccessful attempt. If
there are insufficient funds, the Company will put a hold on the Product or
cancel the shipment. If the Product has already been shipped, the Affiliate
will be expected to use an alternate means of payment for the Product. If
payment is not received within a reasonable amount of time, the Company may
proceed with collection measures, stop the future shipment of orders, and take
any other recovery steps available to it under the Contract, including
withholding Commissions.
2. Any uncollected amount may be deducted
from the Affiliate’s present or future Commissions.
3. The Affiliate understands that all
Persons listed on the Affiliate Agreement, or any Person having a Beneficial
Interest in the Affiliateship, will be held jointly
and severally liable for the outstanding amount for unpaid Product and fees. It
is expressly understood by the Affiliate that this joint and several liability
supersedes any limitations of liability otherwise available to the Affiliateship or its Beneficial Interest holders.
F. Seventy
Percent (70%) Rule. An Affiliate
certifies with each new Product order that he or she has sold or consumed at
least 70% of all Product purchased in prior orders. Each Affiliate that
receives Commissions and orders additional Product agrees to retain
documentation that demonstrates compliance with this policy, including evidence
of Retail Sales. An Affiliate agrees to make this documentation available to
the Company at the Company’s request. Failure to comply with this requirement
or falsely representing the amount of product sold or consumed in order to
advance in the Compensation Plan constitute a breach of the Contract and is
grounds for termination. Furthermore, a breach of this requirement entitles the
Company to recover any Commissions paid to the Affiliate for any period of time
during which such documentation is not maintained or for which this provision
has been breached.
G. Sales
Tax, GST, VAT. U.S.
Sales tax is collected on the Product’s sales in all states that have sales
tax. Shipping and handling is calculated using the
applicable rates for the location of where the product is shipped. The Company
will collect and remit sales tax to the proper taxing authority following
collection. The Company may, in its sole
discretion, accept “Sales and Use Tax
Exemption
Certificate” or equivalent document to the Company. If occupied by the Company,
the collection of sales tax will be the responsibility
of the Affiliate. Seeking the advice of a tax professional is recommended to
determine tax issues for each Affiliate and their business. It is the
responsibility of the Affiliate to provide an updated copy of its certification
for exemption from sales tax each year.
H. Product
Inspection and Acceptance. Affiliates must inspect Product upon
delivery. If the Product is damaged in
shipment, incorrectly sent due to a Company error, or otherwise of substandard
quality, the Company will exchange the Product, provided you notify the Company
within five business days of receipt of the order. The Company will issue a return label for the
Product and immediately send a replacement order. The Company will inspect the
Product upon receipt. If an exchange is
not feasible, the Company will refund the amount of the returned Product. Failure to notify the Company within five
business days of nonconforming Product will be deemed acceptance of the Product
delivered.
I.
Returns, Refunds, and Exchanges.
1. Ijascode 10‐Day Money Back Guarantee for
Retail Customers and Preferred Customers:
If a Retail or Preferred Customer is unsatisfied with a product
purchased directly from Ijascode, the Customer may
return the product for a full refund of the purchase price within 10 days of
the date of purchase. To obtain a
refund, the Customer must contact the Affiliate Relations Center for
authorization and additional instructions on the refund procedure. Because this return policy was created, in
part, to allow Retail and Preferred Customers to try Ijascode
products, Ijascode will only honor one refund request
per product from any Customer, except where a product is received in a damaged
or defective condition.
2. Affiliate
Return Policy: If you are unsatisfied with a product purchased
from Ijascode, you may return the product for a full
refund upon notifying the Affiliate Relations Center within 10 days from the
date of your purchase. An agent will
assist you with the proper procedures in order to process your refund. Keep in
mind that the return policy was created, in part, to allow Affiliates to try Ijascode products. Therefore, Affiliates are limited to one
refund request per product, except where a product is received in a damaged or
defective condition. Any advancements in
the Ijascode Compensation Plan, bonuses or awards
achieved as a result of these purchases will be reversed and the amount(s)
deducted from the Affiliate’s refund.
3. Direct
Customer Transaction Return Policy: Affiliates are required to honor the Ijascode 10‐Day Money Back Guarantee available to all
Customers who purchase the Product at issue through an authorized channel. If a Customer is
unsatisfied with a Product purchased directly from you, the Customer may return
the Product to you within 10 days of purchase for a replacement or refund. To process a Customer
return, you must collect the unused product and/or original packaging,
Customer’s full name, phone number, and email address (the “Customer Contact
Information”), and contact customer service at info@Ijascode.com for authorization and
further instructions on the refund/replacement procedures. Ijascode will issue
replacement Product for the Product returned. All shipping or courier costs for
the return of Product will be borne solely by the Affiliate unless otherwise
prohibited by law. Keep in mind that the
return policy was created, in part, to allow Customers to try Ijascode products. Therefore, Customers are limited to one
refund request per product, except where a product is received in a damaged or
defective condition.
4. Effect
of Returns and Refunds on Affiliate Commissions:
For whatever reasons, even after 10-day Cancellation and Return Policy
period, after the Company has carefully reviewed the case, if the Company decided
to refund the customer or affiliate’s order payment, any Commissions paid to
the affected Affiliate and his or her Upline may be debited from the respective
Upline Affiliate’s account or withheld from present or future Commission
payments. An Affiliate agrees that he or she will not rely on existing Downline
Organization Volume at the close of a Commissions period, as returns may cause
changes to his or her Title, Rank and/or Commissions payout.
A. Use
of Sales Tools. An Affiliate
may use only Sales Tools approved by the Company for an Authorized Country or a
country subject to an announced Pre‐Launch Period.
B. Approval
of Sales Tools. An Affiliate
must submit all Sales Tools to the Company Compliance Department for approval
prior to use. The Company has complete discretion whether to approve or reject
a proposed Sales Tool. The approval process generally requires a minimum of
three (3) weeks to complete. To comply with changing laws and regulations, the
Company may rescind its prior approval of a Sales Tool, and may require the Affiliate
to remove from the market at its own cost and obligation a previously approved
Sales Tool. If approved, the Company will issue to the Affiliate:
1. A unique Sales Tool approval number and
logo, and
2. A written authorization from the Company
specifically stating that the Sales Tool may be distributed.
C. Product
Claims. The only claims
and representations Affiliate may make regarding Products and Services are
those found in the literature distributed by the Company, or claims found on
Official Company Websites. Any third‐party material used for Affiliate
Business must comply with all federal and local laws and regulations. An Affiliate may not make any express or
implied health or medical claims of any kind relating to any Product except for
those claims, if any, that are
published
in Company literature approved for the country in which the claims are
presented. Under no circumstances may an Affiliate prescribe any Product as
suitable for a particular ailment. No claims may be made as to therapeutic or
curative properties of any Product offered by the Company.
D. No
Endorsement Claims. No Affiliate
may imply that the promotion, operation, or organization of the Company has
been approved, sanctioned, or endorsed by any governmental regulatory
authority. No Affiliate should claim or imply that any Product is approved by
any governmental agency.
E. Income
Claims Prohibition. An Affiliate
is prohibited from making false, misleading, or unrepresentative claims
regarding earning potential. If an Affiliate does make an income claim, it must
be based on actual earnings, and must contain the required disclaimer as
follows: “Ijascode makes no guarantees on income, as
such representations may be misleading. Your success depends on your effort,
commitment, skill and leadership abilities, and how effectively you exercise
those qualities. Please see the Ijascode Annual
Income Disclosure Statement.”
F. Use
of Trademarks and Copyrights.
1. Affiliates may not use any of the
Company’s current or after acquired trademarks or any confusingly similar
variations of its marks, in a manner that is likely to cause confusion, mistake,
or deception as to the source of the Products or services advertised.
2. Except as indicated herein, an Affiliate
may not use the Company’s trademarks or any confusingly similar variation of
its trademark, in a business name, e‐mail address, Internet domain name
or sub‐domain name, URL, telephone number, or in any other address or
title.
3. The Affiliate agrees to immediately
re‐assign to the Company any registration of the Company names, trade
names, trademarks, or Internet domain names registered or reserved in violation
of this policy. The provisions of this Section survive the termination of the
Contract.
4. Affiliates may not use the Company’s
trademarks on non‐approved Sales Tools.
5. The Company, in its sole discretion,
will determine whether a variation of its trademark is confusingly similar.
6. Affiliates shall not use the Company’s
marks in countries where the use of such marks is prohibited.
7. An Affiliate must not use the name,
logos, trademarks or other references to the Company’s Business or
Manufacturing Partners in any Sales Tool, correspondence, or any form of
advertising.
8. The Company’s literature and media are
copyrighted by the Company and may not be duplicated.
G. Use
of “Independent Affiliate” in Advertising. If an Affiliate selects a business title, the title must
clearly state that the Affiliate is a “Independent Marketing Affiliate
Contractor (IMAC).” An
Affiliate’s
title may not imply that the Affiliate is an employee or agent of the Company.
Each
time the Company’s logo or name is used in writing and in relation to the Affiliate,
the Affiliate must identify itself as a “Independent Marketing Affiliate
Contractor (IMAC).” Any advertisement may not include pricing other than the
suggested retail price.
H. Methods
of Advertising. Affiliates
may advertise using the following means:
1. Newspaper: An Affiliate may place a generic
business opportunity advertisement in the classified section of a local
newspaper, provided the advertisement conforms to all applicable laws and
regulations.
2. Phone
Directory: Any Affiliate
may place a text listing of its name in the white or yellow pages of a
telephone directory followed by “Independent Marketing Affiliate Contractor (IMAC).”
Graphical and display ads in telephone directories are prohibited.
3. Electronic
Mail, Telephone, and Facsimile Advertisements: All advertisements sent via email, telephone, or
facsimile must comply with all anti‐spamming and related laws for the
state or country where the intended recipient resides. The Affiliate is under
obligation to research and comply with all laws concerning unsolicited
commercial e‐mail.
4. Television
and Radio: Television
and radio advertising requires prior written approval from the Company’s
Marketing, Public Relations, and Compliance departments. Requests should be
submitted through the Compliance department.
5. Celebrity
Endorsement: An Affiliate
may use a celebrity endorsement with written approval from the Company and the
specific, prior, written approval of the endorsing celebrity for each use of
the celebrity's name.
6. Fairs,
Swap Meets, Etc.: An Affiliate
may sell or promote Products at bazaars, flea markets, fairs, swap meets,
tradeshows or other similar gatherings. You may only attend the same or
similarly located event four times in a twelve-month period. A product discount
of 10% may be applied at such events, but it must be declared a “Show Special”.
7. Internet
Advertising:
a. Company
Replicated Websites:
Subject to the provisions herein, Affiliates may use only a Company Licensed
Website to promote Products or the business opportunity over the Internet. If
an Affiliate desires to utilize an Internet web page to promote his or her
business, he or she may do so through the Company’s replicated website program,
using official Company templates. This program permits Independent Affiliates
to advertise on the Internet and to choose from among a variety of home page
designs that can be personalized with the Affiliate's message and the Affiliate's
contact information. These websites seamlessly link directly to the official
Company website giving the Affiliate a professional and Company‐approved
presence on the Internet. No Affiliate may independently design a web site that
uses the name, logos, or product descriptions of the Company or otherwise
promotes (directly or indirectly) Ijascode products
or the Ijascode opportunity, without the express
written consent of the Company, approval number and logo. Due to the alteration
available with a website, any changes will result in negation of previous
approval
b. Social
Media Sites: Affiliates
may promote the business opportunity and Products on social networking sites
such as “Facebook” and “Twitter;” video sites such as “YouTube” and “Google
Video;” and blogging sites such as “Wordpress” and
“Blogger” (collectively, “Social Media Sites”), provided the following conditions
are met:
i.
All
text, audio and video postings do not contain Product or income claims. For
Product information, Affiliates may refer viewers to their Ijascode
replicated website, the Company website, or a Company Licensed Website. All
postings must adhere to the company’s code of ethics and are subject to this
entire contract.
ii.
Videos
posted to Social Media Sites show the text “Independent Marketing Affiliate
Contractor” for the entirety of the video.
iii.
Affiliates
may not advertise their own replicated websites or links to their own
Ijascode
or other business-related websites on any official Company social networking
website, profile, blog, etc.
iv.
The
Company may monitor the Social Media Sites for compliance with the Contract and
Affiliate agrees to immediately remove or modify the Social Media Sites upon
the Company’s request to comply with the Contract.
v.
Upon
termination of the Contract, any social media pages created with the sole
intent of networking the Ijascode business must be
removed or signed over to Ijascode for proper
dissemination of the group or page.
I.
Advertising at Company Sponsored Events. At Company‐sponsored events, Affiliate’s
may not, unless specifically authorized in writing by the Company, advertise,
sell, or promote nonCompany products or services,
including, but not limited to: (i) the promotion of
non‐Company events, systems or materials, (ii) organized person to person
solicitations, (iii) distribution of flyers, DVDs or other materials, or (iv)
the use of any other form of promotion deemed inappropriate by the Company.
J. Advertising and Selling Price of
Products on the Internet. Affiliate acknowledges and agrees that the
advertising and selling of all Products on the Internet may only be done on a
Company Licensed Website. and the advertising and selling price of all Products
on such website (i) if sold to an Applicant, must not
be lower than the Wholesale price of the Products plus reasonable shipping and
the amount the Company charges for taxes, handling and the Applicant must also
be charged the Affiliate kit fee; and (ii) if sold to a non‐Applicant
(e.g. Customer, etc.), must not be lower than the Company’s Suggested Retail
price plus reasonable shipping and the amount the
Company
charges for, taxes and handling of the Products. In connection with this
Section, Affiliate also agrees that discounts associated with shipping Ijascode products or any other special incentives or
promotions associated with the sale of Ijascode
products or services or the Sign Up/Annual Membership/Replicated Web Hosting
Fee may be not advertised. Affiliate acknowledges and agrees that he or she
shall not advertise or sell any Products on the Internet, which were purchased
from another Affiliate. Any violation of this Section by an Affiliate shall
constitute a breach of the Contract and will be subject to the breach of
Contract procedures set forth herein.
K. Lead
Distribution. Persons
who are outside the Company network often make inquiries to the Company about
its Products. If the Company is able to determine that the inquiring Person
received the information from a specific Affiliate or that there is a
particular Affiliate that the Person is acquainted with, every attempt will be
made to refer the Person to that
Affiliate.
If an association with a particular Affiliate cannot be determined, the Person
will be randomly positioned under an existing “Gold” level Affiliate or higher.
Final judgment with respect to the positioning of leads remains the right of
the Company.
L. Public
Relations Matters.
Media inquiries must be referred immediately to Ijascode
at media@ijascode.com.
The purpose of this policy is to ensure accurate and consistent information is
provided to the public at all times.
A. Prohibition
on Sale for Purposes of Resale. An Affiliate is prohibited from selling
Products to any Person who the Affiliate knows, or has reason to suspect, will
resell those Products. This provision
survives the termination of the Contract.
B. Internet
Sales. Affiliate acknowledges and agrees that the
advertising and selling of Products on the Internet may only be done on a
Company Licensed Website. An Affiliate
may not, directly or indirectly, sell or offer for sale Products on any
Unauthorized Website, including, but not limited to, Amazon, EBay, Walmart Marketplace, and Craigslist. The provisions
of this Section survive the termination of the Contract.
C. Retail
Establishments. Except
as described herein, an Affiliate may not sell Products or promote the business
opportunity through Retail Establishments. The display of Independent Affiliate
information within the premises of a Retail Establishment is acceptable if it
complies with all the relevant advertising requirements of this Section and
with the following:
1. The display may incorporate one of each
Product per Retail Establishment, and/or several images of such Products, into
a display for the sole purpose of advertising.
2. No Products, including the display, may
be sold on the premises of the Retail Establishment.
3. No Retail Establishment shall display or
advertise Company Product(s) or opportunities in a manner that is visible from
outside the store.
4. The Company‐designated disclaimer
must be prominently posted near the displayed Products. The disclaimer may not
be altered in size, color, content, etc. The disclaimer may be downloaded from
the Company website and should state the following:
“Thank you for
your interest. As a direct selling company, Ijascode
products are distributed and sold by Independent Affiliates and not in retail
stores. Please contact (Affiliate’s Name) at (Affiliate’s Contact Information)
in order to purchase your Ijascode products.”
5. If the Retail Establishment is a
restaurant, café, juice bar, or the like, Products may be sold in trial
amounts, and the Affiliate must provide ongoing support to the establishment.
D. Service
Establishments. An Affiliate
may conduct Affiliate Business through Service related
Establishments, except that no Product banners or other Sales Tools may be displayed
to the general public in a manner that would attract the public into the
Service‐related
Establishment.
The Company has sole discretion in determining whether an establishment is a
Service‐related Establishment and a proper place for the sale of
Products.
A. Customer
Service. Affiliates shall provide current contact
information to their Customers and make it known to their Customers that they
are available to answer questions, provide advice, and respond to customer
concerns. Affiliates shall consult Company‐provided training materials
and the Affiliate Relations Center for assistance in responding to
Customers.
B. Product
Inspection, Storage, and Handling Requirements. Affiliates are responsible for
following storage instructions provided on Ijascode
product labels and for the proper storing and handling of Products. Proper storage and handling of Products
includes: (i) inspecting Products upon receipt to
ensure that they are not damaged or tampered with; (ii) periodically inspecting
Products to ensure that they are not expired or soon to be expired and removing
expired Products from your inventory; (iii) ensuring that Product seals have
not been broken; (iv) keeping Products properly sealed; and (v) storing
Products in a cool, dry place and out of direct sunlight.
C. No
Altering. An Affiliate
shall not re‐label, alter, modify, tamper with or repackage any Products
or Product labels, packaging, or literature.
A. Conditional
Obligations. The
Company’s obligations to an Affiliate are conditioned upon the Affiliate’s
faithful performance of the terms and conditions of the Contract. The Company,
in its sole discretion, will determine if an Affiliate is in breach of the
Contract and may elect any or all‐available remedies.
B. Progressive
Discipline. The Ijascode Progressive Discipline Policy ("Discipline
Policy") is designed to provide a structured corrective action process to
improve and prevent a recurrence of Affiliate Policy & Procedure
violations. It has been designed consistent with the Ijascode
core values, the Direct Selling Industry best practices, and food, drug and
cosmetic laws. Ijascode reserves the right, in its
sole discretion, to combine or omit steps depending on the facts of each
situation and the nature of the violation. The level of disciplinary
intervention may also vary. Some of the factors that will be considered are
whether the violation is repeated despite counseling or training and the impact
the violation may have on Ijascode. Notwithstanding
the above, a violation of Paragraph 8.B of these Terms will result in immediate
suspension and may result in the Affiliate being subject to liquidated damages
as set forth in Paragraph D of this Section.
1. First
Violation: Counseling
and initial warning letter.
A
first violation usually occurs because the Affiliate is not familiar with the
Policies and
Procedures
or the law. Counseling and the initial warning provide an opportunity for
Compliance to bring to the attention of the Affiliate the Policies and
Procedures and the specific violation, and to provide counseling on complying
with the Policies and Procedures and applicable laws. Compliance will also
describe expectations and steps the Affiliate must take to resolve the
violation including, but not limited to, either removing or revising the
non‐compliant claim or how to remedy other policy violations.
Within
three days of this notice, Compliance will determine if the non‐compliant
material or other policy violation has been remediated. If so, Compliance will
close the file. If not, Compliance will proceed to Second Violation notice.
2. Second
Violation: Second
warning letter and temporary suspension.
Although
it is hoped that the Affiliate will promptly correct the violation(s), Ijascode recognizes that this may not always occur. The
second written warning indicates the seriousness of repeated violations,
temporarily suspends the Affiliate, requires the Affiliate to sign a
reinstatement letter, and explains that the Affiliate may be subject to
additional discipline up to and including termination if the violation is not
remedied or further violations occur.
3. Third
Violation: Suspension
and final written warning.
Repeated
violations of the Policies and Procedures is very problematic and potentially
harmful.
Therefore, the most effective and prudent action is suspension of the
Affiliate
and forfeiture of commissions for at least a month. The final written warning
letter will include notification of such suspension, the extent of the
commission forfeiture, and an indication that if the Affiliate violates the
Policies and Procedures again, the Affiliate will be terminated immediately.
4. Fourth
Violation: Termination.
As
described above, Ijascode will try to exercise the
progressive nature of the Discipline Policy by first providing warnings, a
final written warning and suspension and commissions forfeiture before
proceeding to termination; however, Ijascode reserves
the right to combine and omit steps depending on the circumstances of each
situation and the nature of the violation. Furthermore, Affiliate may be
terminated without prior notice or disciplinary action, as authorized by the
Policies and Procedures.
5. Appeal
Process
Affiliates
who are terminated for Policy and Procedure violations will have the
opportunity to submit a written appeal to the Compliance Appeal Board with 10
days of the effective date of termination. The purpose of this process is to
allow the Affiliate to provide insight to Ijascode
regarding any extenuating circumstances that may have contributed to the Affiliate’s
violations, or other information the Affiliate may deem as material to the
decision.
6. Compliance
Appeal Board
The
Compliance Appeal Board Consist of:
a. Two Executive Officers of Ijascode;
b. Compliance Manager; and
c. One Grand Diamond Affiliate (the
terminated Affiliate must not be in the appointed Grand Diamond Affiliate’s
downline)
The
appeal hearing will be held within 10 days of receipt of the written appeal and
can be held in person, via telephone or Zoom webinar. Neither Ijascode nor the person appealing will be represented by
legal counsel during the proceedings. The Appeal hearing may not be recorded.
The Compliance Appeal Board will notify the terminated Affiliate of its
decision within 10 days of hearing the appeal. If the terminated Affiliate
wishes to make a presentation to the Appeal Board in addition to the written
materials submitted, he/she will be limited to a maximum of 10 minutes for such
presentation.
Important
note: Nothing in this Progressive Discipline Policy provides any contractual
rights regarding Affiliate discipline or counselling, nor should anything in
this Policy be
read
or construed as creating an employer / employee relationship between the Affiliate
and Ijascode.
C. Remedies. In the event of breach, the Company
may elect to take no action or to exercise some or all contractual remedies and
remedies at law or in equity, including, but not limited to:
1. Notify the Affiliate either in writing
or verbally of the breach and providing a notice to cure the breach;
2. Require from the Affiliate additional
assurances of future compliance;
3. Withhold or deny recognition and
attendant perks;
4. Assess damages and withhold them from
commission payments;
5. Suspend Affiliate Rights temporarily or
permanently;
6. Seek injunctive relief;
7. Terminate the Contract; and
8. Seek damages and associated costs.
D. Availability
of Injunctive Relief.
You acknowledge that we will suffer irreparable harm if you fail to strictly
adhere to, breach, or threaten to breach any of the Terms set forth herein,
such that damages at law would be an inadequate remedy. Therefore, in such
event, we will be entitled, in addition to all other available rights and
remedies, to the entry of an injunction immediately restraining such activity,
without being required to show any actual damage or to post an injunction bond,
or to a decree mandating specific performance of the provision(s) at issue.
E. Choice
of Forum and Consent to Jurisdiction.
Any action or proceeding for injunctive relief pursuant to paragraph 11.1 will
be brought in the courts of record of Maricopa County, Arizona, or the United
States District Court, District of Arizona, Phoenix Division. You consent to
the exclusive jurisdiction of such court and waive any objection to the laying
of venue of any such action or proceeding in such court. We may affect service
of any court paper on you by mail or in such other manner as may be provided
under applicable laws, regulations, rules of procedure or local rules. Any
party who unsuccessfully challenges the enforceability of this forum selection
clause shall reimburse the prevailing party for its attorney’s fees.
F. Liquidated
Damages. In the event
that you sell or offer for sale any Product through any Unauthorized Website,
in violation of paragraph 8.B of these Terms, and in addition to any other
remedies available to us, you hereby agree to pay to us one thousand United
States dollars ($1,000.00) for each unit of Product sold or offered for sale in
such manner. You hereby waive any defense to our right to obtain liquidated
damages on the basis that actual damages are calculable or that the liquidated
damages do not represent a reasonable determination of our damages or otherwise
constitute a penalty.
G. Court
Proceedings Relating to Seller Identification. Nothing in this agreement is intended to or shall
preclude our ability to commence an action in a court of law for purposes of
ascertaining the identity of any unauthorized seller of our Products.
H. Reporting
Contract Breaches. If
an Affiliate observes or is aware of another Affiliate’s violation of any term
or condition of the Contract, the observing Affiliate shall submit a written
complaint to the Company’s Compliance Department. Because of the difficulties
of investigating and asserting appropriate remedies for stale claims, any
complaint for breach of the terms and conditions of the Contract other than
Cross‐Company Recruiting must be brought to the Company’s attention for
review within eighteen (18) months of the start of the alleged violation;
Cross‐Company Recruiting violations must be brought to the Company’s
attention within six (6) months of the alleged violation. Failure to report a
violation within that time period may result in the Company not pursuing the
allegations in order to prevent the Affiliate Business from being disrupted due
to stale claims. However, this policy does not waive the
Company’s
right to investigate and discipline Affiliates found guilty of the stale
claims.
I.
Circumvention of the Contract. The Contract is designed to protect Affiliates
and the Company from the adverse consequences of their violation. Affiliates
who intentionally circumvent the Contract to accomplish indirectly what is
prohibited directly will be disciplined as if the applicable policy or rule had
been broken directly. In such circumstances, all of the available remedies as
stated above will be available to the Company. The Contract is not intended to
give an Affiliate the right to enforce the Contract against another Affiliate
directly, or to take any legal action against another Affiliate.
A. Termination.
1. An Affiliate may terminate the Contract
by failing to renew on the annual anniversary of the acceptance of his or her Affiliate
Agreement or by submitting to the Company in writing a request to terminate,
subject to Section 9 herein.
2. The Company may terminate the Contract
if the Affiliate violates the terms of the Contract and any amendments thereto.
3. Upon termination, the Company may in its
sole discretion retain the Affiliateship or dissolve
and remove it from the Sponsor.
B. Return
of Confidential Information.
An Affiliate must return all Confidential Information, including any
information derived there from, over which he or she has direct or indirect
control to the Company upon termination or upon demand of the Company. If any
such Confidential Information cannot be returned because it is in electronic
format, the Affiliate shall permanently delete and erase the Confidential
Information upon termination or upon demand.
C. Affiliate
Buyback. Ijascode will repurchase on reasonable commercial terms
currently marketable inventory, in the possession of and purchased by the Affiliate
for resale prior to termination date of the Affiliate’s business relationship
with Ijascode. For purposes of this Policy,
“reasonable commercial terms” shall include the repurchase of currently
marketable inventory purchased within 12 months from the Affiliate’s date of
termination less appropriate set offs, legal claims and a $15.00 restocking
fee. Products shall not be considered “currently marketable” if returned for
repurchase after the products’ commercially reasonable usable or shelf life
period has passed; nor shall products be considered “currently marketable” if Ijascode clearly discloses to Affiliates prior to purchase
that the products are seasonal, discontinued, or special promotion products and
are not subject to the repurchase obligation.
If an Affiliate is in breach of contract, the Company reserves the right
to stop or delay the buyback process.
D. Effects
of Termination for Breach of Contract.
1. An Affiliate whose Contract is
terminated by the Company must wait one (1) year before applying for a new Affiliateship. During that time, the Affiliate can have no
Beneficial
Interest in any other Affiliateship. Prior to
applying for a new Affiliateship, he or she must
first petition the Company through the Compliance department. The petition will
include an affidavit that must be signed under penalty of perjury and notarized
in which the Affiliate confirms that he or she has had no Beneficial Interest
in any Affiliateship during the prior one year.
2. Upon termination of the Contract, all of
the Affiliate’s rights in and to the Affiliateship
and the Affiliate Business are revoked and terminated. In acknowledgement of
the damages the Company has likely suffered and/or will suffer as a result of Affiliate's
breach, including but not limited to, all or any of the following: (i) loss of good will and loss in the value of the Company’s
confidential and proprietary information and trade secrets; (ii) loss of a
portion of the value of the Company’s business; and (iii) loss of future
profits; Affiliate consents that any unpaid Commissions may be forfeited to the
Company to offset a portion of the damages.
3. The Company may elect to reorganize the
Downline Organization of an Affiliateship terminated
for breach in a manner that serves the best interests of the Company, Downline
Organization and Upline.
4. Where the Company elects to terminate an
Affiliateship in which there is more than one
Beneficial Interest holder, the following may apply:
a. The departing Beneficial Interest
holder(s) must relinquish all rights to, and interests in, the Affiliateship;
b. The Company may not divide or reassign
any of the Downline Organization; and
c. The Company may not split Commissions
between the prior or current Beneficial Interest holders of the Affiliateship.
E. Effects
of Voluntary Termination by the Affiliate.
1. The Contract can be voluntarily
terminated by an Affiliate who is not in breach of the Contract for any reason,
at any time, by providing written notice to the Company signed by all Person(s)
listed on the Affiliate Agreement. The termination is effective on the date the
Company receives the written notice, although processing of the termination
request
may
be delayed until the following month if there is current Volume in the Affiliateship. If an Affiliate is in breach of the
Contract, he or she cannot voluntarily or unilaterally terminate the Contract
until the longer of: (i) the last day of the renewal
period of the Contract, or (ii) the last day of the period equal to the amount
of time such Affiliate had been in violation of the Contract prior to the
Company’s discovery of the breach, but not to exceed one (1) year. In such a
case, the Company may elect any and all available remedies for breach of the
Contract pursuant to Section 8, and the Affiliate shall not be entitled to
receive any Commissions during such period, as determined by the Company in its
sole discretion.
2. Upon termination of the Contract, all of
the Affiliate’s rights in and to the Affiliateship
and the Affiliate Business are revoked and terminated.
3. An Affiliate who voluntarily terminates
may re‐apply for a new Affiliateship under a
new Sponsor no earlier than six (6) months from the date the Company receives
written notice of the termination. During this six (6)‐month
period, the voluntarily terminated
Affiliate
is not permitted to participate in any Affiliate Business or have a Beneficial
Interest in any Affiliateship.
4. An Affiliate may not terminate
voluntarily if the Affiliateship is not in good
standing with the Company, as may be evidenced by, but not limited to, any of
the following conditions: (i) a temporary Affiliateship; (ii) an Affiliateship
is on hold, suspension or probation; (iii) the Affiliateship
is under investigation, but no formal discipline has taken place; or (iv)
notice of intent to terminate has been sent.
A. Governing
Law. These Terms as well as any dispute related to
or arising from these Terms are governed by and construed in accordance with
the internal laws of the State of Arizona, without regard to conflicts of law
principles.
B. Entire
Agreement. The Contract
contains the entire understanding concerning the subject matter hereof between
the Company and the Affiliate, and is intended as a final, complete, and
exclusive expression of the terms of the parties. This Contract supersedes and
replaces all prior negotiations and proposed, but unexecuted agreements, either
written or oral. Any prior agreements, promises, negotiations, or
representations, either written or oral, relating to the subject matter of this
Contract, are of no force or effect. If there is any discrepancy between verbal
representations made to the Affiliate by any employee or agent of the Company
and the terms of the Contract, the express written terms and requirements of
the Contract will prevail.
C. Headings. The section and subsection headings in
the Contract are inserted solely as a matter of convenience and for reference,
and will not be considered in the construction or interpretation of any
provision hereof. Unless the context otherwise specifically requires, all
references to sections of the Contract will refer to all subsections thereof.
D. Modifications
by the Company. The
Company reserves the right to make any modifications to the Contract. The
Company may communicate these modifications by posting any portion of the
modified Contract on the Company’s website at www.ijascode.com or by any other method of communication.
The Affiliate is deemed to have accepted the modification to the Contract if
the Affiliate engages in any Affiliate Business, renews its Affiliateship,
or accepts Commissions after the modification was communicated.
E. Ambiguities. Ambiguities, if any, in the Contract
shall not be construed against any party, regardless of which party may be
deemed to have authored the ambiguous provision.
F. Warranties. The Company extends no product
warranties, either expressed or implied, beyond those specifically articulated
in the Contract. The Company disclaims and excludes all warranties regarding
possible infringement of any United States or foreign patent, trademark, trade
name, copyright, or trade secret arising from the Affiliate’s operations. THE
COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ALL
IMPLIED
WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY
AND NON‐INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN
ESSENTIAL PART OF THIS AGREEMENT.
G. Waiver. Any waiver by the Company of an Affiliate’s
breach of a Contract provision must be in writing and will not be construed as
a waiver of any subsequent or additional breach by the Affiliate. The failure
by the Company to exercise any right or privilege under the Contract will not
constitute a waiver of that right or privilege.
H. Severability. If any term or condition of this
Contract is judicially invalidated, prohibited, or otherwise rendered
unenforceable in any jurisdiction, it is unenforceable only to the extent of
the invalid, prohibited or unenforceable provision in that jurisdiction only,
and it will not render unenforceable or invalidate any other provision of the
Contract, nor will the Contract be rendered unenforceable or invalidated in
another jurisdiction. Furthermore, any provision found unenforceable may be
partly enforced to the maximum extent enforceable under the law.
I.
Force Majeure. Affiliate acknowledges that the
Company is not liable for any damages or losses caused by the delay or
inability to manufacture, sell, or deliver its products due to labor strikes,
accidents, fire, flood, acts of civil authority, acts of God, acts of
terrorists, or from any other causes that are beyond the control of the
Company.
J. Successors
and Assigns. The
Contract will be legal and binding upon and inure to the benefit of the heirs,
devisees, executors, administrators, personal representatives, successors, and
assigns (as applicable) of the respective parties hereto.
K. Limitation
of Liability. To the
extent permitted by law, the Company, its directors, officers, members,
managers, shareholders, employees, assigns and agents (collectively referred to
as “Responsible Parties”) shall not be liable for, and the Affiliate releases
Company and its Responsible Parties from and waives all claims, for any loss of
profits, indirect, direct, special or consequential damages, and for any other
losses incurred or suffered by Affiliate’s as a result of: (i)
Affiliate’s breach of the Contract, (ii) the promotion or operation of the
Affiliateship
and the Affiliateship Business; (iii) Affiliate’s
incorrect or wrong data or information provided to the Company or its
Responsible Parties; or (iv) the Affiliate’s failure to provide any information
or data necessary for the Company to operate its business. EACH AFFILIATE
AGREES THAT THE ENTIRE LIABILITY OF THE COMPANY AND ITS RESPONSIBLE PARTIES FOR
ANY CLAIM WHATSOEVER RELATED TO THE CONTRACT, BUT NOT LIMITED TO, ANY
CAUSE
OF ACTION SOUNDING IN CONTRACT, TORT, OR EQUITY, SHALL NOT EXCEED, AND SHALL BE
LIMITED TO, THE NUMBER OF PRODUCTS THE AFFILIATE HAS PURCHASED FROM THE COMPANY
THAT ARE IN RESALABLE CONDITION.
A. If a dispute arises relating to any
relationship, contractual or otherwise, between or among Ijascode,
its officers, employees, members, partners, Affiliates or vendors or arising
out of any products sold by Ijascode, the parties
agree to attempt in good faith to resolve any such dispute in an amicable and
mutually satisfactory manner.
B. In the event such efforts are
unsuccessful for any reason, and with the exception of those actions or claims
described in Paragraphs 10.D,10.E, 10.F, and 10.G
above, either Party may serve a notice of arbitration ("Notice of
Arbitration") on the other Party. Notice of Arbitration shall be
personally delivered or sent by prepaid registered mail, or by means or such
other delivery service evidenced by verified receipt of the addressee, and
shall be effective on receipt thereof by the Party to whom it is addressed.
Proof of receipt shall be a receipt signed by the addressee, or any officer or
responsible official of the Party if the addressee is an entity. The Notice of
Arbitration shall be dated, and, without prejudice to any right under the
applicable rules permitting subsequent modifications, shall specify the claims
or issues which are to be arbitrated. The Parties shall schedule an arbitration
to occur in Maricopa County, Arizona, U.S.A. within 45 days of service of
receipt of the Notice of Arbitration.
C. THE PARTIES SPECIFICIALLY AGREE THAT IN
ORDER TO PROMOTE TO THE FULLEST EXTENT REASONABLY POSSIBLE A MUTUALLY AMICABLE
RESOLUTION OF THE DISPUTE IN A TIMELY, EFFICIENT AND COST‐EFFECTIVE
MANNER, THEY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AND SHALL SETTLE
THEIR DISPUTE SOLELY BY SUBMITTING THE CONTROVERSY TO BINDING
ARBITRATION IN
ACCORDANCE WITH THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION
ASSOCIATION
(“A.A.A.”) THEN IN EFFECT, EXCEPT THAT ALL PARTIES SHALL BE ENTITLED TO ALL
DISCOVERY RIGHTS ALLOWED UNDER THE FEDERAL RULES OF CIVIL PROCEDURE.
D. The Parties shall attempt to select a
mutually agreeable arbitrator from A.A.A.'s Panel of Arbitrators. If an arbitrator
is not selected by agreement within ten (10) days of the first written notice
of intent to arbitrate, an arbitrator shall be selected in accordance with the
Commercial Rules of A.A.A.
E. The Arbitration shall be governed by the
Federal Arbitration Act, 9 U.S.C. §1 et. seq., and the judgment upon the award
rendered by the arbitrator may be entered by any court having jurisdiction to
enter the judgement. Either Party may elect to participate in the arbitration
telephonically. Any substantive or procedural rights other than the
enforceability of this Dispute Resolution Policy shall be governed by Arizona
law, without regards to Arizona's conflict of laws principles.
F. The Parties agree that any arbitration
proceeding will be conducted on an individual, not a classwide,
basis, and that any proceeding between the Parties may not be consolidated with
another proceeding between one of the Parties and any other entity or person.
THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO CLASS‐WIDE TREATMENT OF ANY
CLAIM COVERED BY THIS AGREEMENT AND DISPUTE RESOLUTION POLICY.
G. The Parties further expressly agree that
(i) the arbitrator shall only reach his decision by
applying strict rules of law to the facts, (ii) the arbitration shall be
conducted in the English language, in Maricopa County, Arizona, (iii) the Party
in whose favor the arbitration award is rendered shall be entitled to recover
all costs and expenses of the arbitration including, but not limited to,
attorneys' fees, expert or other professional fees, and the cost and expense of
administration of the arbitration proceedings, and any costs and attorneys’
fees incurred in executing on or enforcing the arbitration award, and (iv) the
arbitral award shall be issued in Maricopa County, Arizona, U.S.A.
H. The Parties, A.A.A., and the arbitrator
shall maintain the confidentiality of the entire arbitration process and may
not disclose to any other person not directly involved in the arbitration
process: (i) the substance of, or basis for, the
controversy, dispute, or claim; (ii) the content of any testimony or other
evidence presented at an arbitration hearing or obtained through discovery in
the arbitration; or (iii) the terms or amount of any arbitration award. A.A.A.
and the arbitrator shall have the authority to make appropriate rulings to
safeguard confidentiality, unless the law provides to the contrary.
I.
Subject
to the exceptions set forth in Paragraphs 10.D, 10.E, 10.F, and 10.G above, no
party shall be entitled to commence or maintain any action in a court of law
upon any matter in dispute until such matter shall have been submitted and
determined as provided herein and then only for the enforcement of such
arbitration award. Judgment upon the award may be entered by the United States
District Court or Maricopa County Superior Court located in the State of
Arizona, or application may be made to such court for the judicial acceptance
of the award and order of enforcement, as the case may be, if the Arbitrator's
award or decision is not complied with within 7 days of the Arbitrator's
decision.
J.
Subject
to the exceptions set forth in Paragraphs 10.D, 10.E, 10.F, and 10.G above,
arbitration in accordance with the terms of this Dispute Resolution Policy
shall be the sole and exclusive procedure for resolution of disputes between
the parties, including any disputes that might arise after termination of this
Agreement.
K. Notwithstanding the foregoing, any
revision, modification, amendment to, or termination of the Dispute Resolution
Section contained in the Agreement shall not apply to a dispute of which Ijascode has actual notice of prior to the effective date of
such revision, modification, amendment or termination. The effective date of
any such revision, modification, amendment or termination shall be 30 days
after the revision, modification, amendment or termination is posted on the
Company website at www.ijascode.com.
L. Attorneys’ Fees. If any suit, action, or
proceeding is brought to enforce any term or provision of this Contract, the
prevailing party shall be entitled to recover reasonable attorneys’ fees,
costs, and expenses incurred, in addition to any other relief to which such
party may be legally entitled.
The
following defined terms apply throughout the Contract:
Affiliate: A Person currently authorized by the
Company to operate an Affiliateship. If more than one
Person is named on the Affiliate Agreement, then “Affiliate” may refer to all
Persons collectively.
Affiliate Agreement: The agreement submitted by an
Applicant to become an Affiliate. In signing the Affiliate Agreement, an
Applicant certifies that he or she has read and will abide by the terms and
conditions of the Contract.
Affiliate Business: Activities determined at the sole
discretion of the Company to be a promotion of the Company’s Products or
business opportunity. Some of these activities include, but are not restricted
to: signing an Affiliate Agreement;
advertising, selling or exhibiting Product; hosting, conducting, or speaking at
meetings or events (whether hosted by the Company or by an Affiliate);
purchasing Product at Wholesale prices, exchanging, or returning Products;
participating in the Compensation Plan, receiving periodic Company literature
and other communications, participation in Company‐sponsored support
service training, motivational and recognition events; sponsoring new Affiliate;
and/or selling of leads, sales tools, websites, etc. to Affiliates.
Affiliate Rights: The rights of the Affiliate under the
Contract to conduct the Affiliate Business.
Affiliateship: A defined position within the
Company’s network of Affiliates that is the subject of the Contract.
Applicant: A Person who has submitted an Affiliate
Agreement.
Authorized Country: A country that the Company has
officially sanctioned to be available to all Affiliates for conducting the Affiliate
Business.
Beneficial Interest: A Person is deemed to have a
Beneficial Interest in an Affiliateship if he/she/it
has:
(1)
any direct or indirect ownership in an Affiliateship
as an individual, partner, shareholder, member, manager, beneficiary, trustee,
officer, director or principal of an Affiliateship;
(2) has any actual or de facto control over an Affiliateship;
(3) receives any income directly or indirectly from an Affiliateship
(other than the receipt of income pursuant to the Compensation Plan by an
Upline Affiliate); (4) receives familial support from an Affiliateship;
(5) receives spousal support derived from an Affiliateship;
(6) is a member of the Affiliate’s immediate
household;
(7) is a spouse or Co‐habitant; or (8) has any other similar interest in
an Affiliateship. Bona Fide Offer: An arm’s length written offer to purchase the Affiliateship by a Person that is not an Affiliate, which
the Company, in its sole discretion, determines to be a legitimate offer.
Business Entity: Any type of business association
authorized under the laws of the jurisdiction in which it was organized. This
includes, but is not limited to, legally formed: corporations, partnerships, trusts,
and limited‐liability companies.
Business or Manufacturing Partner: A
third party who is directly involved with the creation and/or
management
of the Company’s business operations and/or products.
Co‐habitant: An individual who is 18 years of age
or older who shares with another person a common residency and
marriage‐like relationship.
Commissions: Compensation paid to an Affiliate
based on the Volume of Products sold by the
Affiliate
and purchased and/or sold by its Downline Organization. Eligibility to receive
Commissions
is determined by the monthly sales requirements currently in effect, as
outlined in the Compensation Plan.
Company: Ijascode HandsOff Marketing System, LLC, an Arizona limited
liability company, or any lawful assignee, successor, subsidiary, or affiliate
regardless of geographic location.
Company Licensed Website: An Internet website approved by the
Company in accordance with the provisions of The Policies and Procedures.
Compensation Plan: The specific plan used by the Company
that details the requirements and benefits of the compensation structure for Affiliates.
The Compensation Plan can be found on http://www.Ijascodeworldwide.com
Confidential Information: Information disclosed to the Affiliate
pursuant to the Contract or information gathered by an Affiliate about other Affiliates
in connection with their promotion of Products or sales materials, including, but not limited
to, information regarding (i) Downline Organizations
or Upline Affiliates, including Affiliate names and contact information,
Customer information developed by the Company or developed for and on behalf of
the Company by Affiliates through Affiliate meetings, websites, email and/or
profile gathering tools, and any other electronic or manual application used by
an Affiliate or his agent to gather, store, and/or develop any information
about Affiliates and Customers (including but not limited to credit data,
retail customer and Affiliate profiles, and product purchase information and
(ii) customer lists, manufacturing and supplier information, business reports,
commission or sales reports, business plans, projections, trade secrets,
intellectual property, analyses, and related information and other financial
and business information that would be reasonably understood to be confidential
and/or give competitive advantage. Confidential Information may take the form
of documentation, drawings, specifications, software, technical or engineering
data, or other forms, and may be disclosed orally, in writing, by electronic or
magnetic media, by visual observation, or by other means.
Contract: The documents describing the specific
relationship between an Affiliate and the
Company,
comprising the Affiliate Agreement, the Statement of Beneficial Interest (if
any), the Compensation Plan, the Policies and Procedures, any country or
situation‐specific addendum(s) thereto, any amendments thereto, and any
other written agreement between the Affiliate and the Company, which documents are
incorporated herein by reference.
Cross‐Company Recruiting: A violation of the Contract as set
forth in Section 2 of the Policies and Procedures.
Cross‐line Recruiting: Sponsoring, or a solicitation to
Sponsor, indirectly or otherwise, an existing Affiliate (or anyone with a
Beneficial Interest in that Affiliate’s Affiliateship).
The Crossline Recruiting policy applies only to the recruiting of existing Affiliates
and does not apply to Persons who are not Affiliates of the Company. The
Company cannot punish an Affiliate who solicits or entices a Person who has not
previously been an Affiliate, but who has been contacted by another Affiliate.
As
with any commercial enterprise, Affiliates who invest time and money into a
Person are taking a risk that the Person may choose to be sponsored under
someone else.
Customer: A person other than an‐Affiliate
who purchases Products.
Date of Sign‐Up: The date the Company receives and
accepts an Applicant’s Affiliate Agreement bearing an original signature or
electronic copy of an original signature.
Downline Organization: A genealogically structured
organization comprised of Affiliates and their Customers who are below an Affiliate
in his or her Sponsor Tree or Placement Tree. The Affiliates will have been
personally Sponsored (i) by an Affiliate and be
downline of that Affiliate through Placement or Sponsorship, or (ii) by those
who the Affiliate has Sponsored or placed through Placement, and their
respective Customers, all in a direct chain of Affiliateships
below the Affiliate.
Electronic Funds Transfer (EFT): An optional program that authorizes
the Company to electronically debit an Affiliate's bank account for the amount
of an order and renewal fees.
Frontline: The Affiliates who appear on the first
level of the Sponsor of the immediate Downline Organization of any particular Affiliate.
They may appear through Sponsorship Compression. The Commissionable Volume of
Customers is treated as if it were Frontline for purposes of calculating
Commissions.
Identification Number: The number issued specifically to an
individual or company by the government. Examples include: social security
number (US individuals), social insurance number (Canadian individuals),
employment identification number (US companies), and ID Card Number (Taiwanese
individuals).
Person: An individual, a Business Entity, or any other entity
with a distinct separate existence, and its successors, heirs, or assigns, as
the case may be.
Placement: As a noun: An Affiliate who has
directly recruited another Affiliate into his or her Organization (as defined
in the Compensation Plan) as a verb: the positioning by a Sponsor of an Affiliate
in his or her Downline Organization.
Policies and Procedures: The policies and procedures of the
Company contained herein, including attachments and addenda, which are
incorporated herein by this reference, as the Company may amend the same from
time to time.
Pre‐Launch Period: A period of time announced by the
Company prior to a country becoming an Authorized Country during which an Affiliate
may begin preparation to commence the
Affiliate
Business
within that country.
Product: Any good or service that has Volume
assigned to it and that is offered by the Company. Sales tools and promotional
material are not included in this definition.
Qualified Direct Upline: Regarding the Right of First Refusal,
an Affiliate’s direct Sponsor who is not in violation of the Contract and who
the previous month qualified for earnings under the Compensation Plan.
Rank: The current payout qualification level of the Affiliateship according to the Compensation Plan. The Rank
of an Affiliate, which will affect the Affiliate’s Commissions and may
fluctuate monthly and depends on the Affiliate meeting various qualifications
outlined in the Compensation Plan.
Recruiting: Actual or attempted solicitation,
enrollment, encouragement, or effort to convince, persuade, or influence in any
way, directly, indirectly, or through a third‐party (including, but not
limited to, the use of a website), another Affiliate to sell or purchase
products or services and/or to enroll or act as an independent Affiliate,
employee, executive, or consultant to or on behalf of another direct selling,
network marketing, or multi‐level marketing company that operates in any way,
conducts business, or has Affiliates in any Authorized Country. This conduct
constitutes Recruiting even if the Affiliate’s actions are in response to an
inquiry or communication made or initiated by another Affiliate.
Retail Establishment: Any enterprise with a physical
location that is not a Service‐related Establishment. Examples include,
but are not limited to mass market and specialty stores. For purposes of this
definition, a Retail Establishment does not include the internet when an
Affiliate
complies with the relevant sections of the Policies and Procedures regarding
authorized internet sales and advertising.
Retail Sales: Sales by an Affiliate of the Product
to his or her Customers.
Right of First Refusal “RFR”: The rights as set forth in Section 4
of the Policies and Procedures.
Sales Tool: Any information, material or product
created by the Affiliate for Affiliate Business.
Social Media Sites: Sites such as Facebook, Twitter,
LinkedIn, etc. Web‐based and mobile based technologies which are used to
turn communication into interactive dialogue among organizations, communities,
and individuals.
Suggested Retail: The price at which the Company
suggests Affiliates sells Products to Customers. The Suggested Retail prices
are posted on the Company’s website.
Service‐Related Establishment: An enterprise where the general public
typically does not have ready access unless through appointment or membership,
and/or where the primary‐function of the enterprise is the rendering of
professional services rather than selling merchandise. Examples include, but
are not limited to private or restricted‐access offices, salons, spas,
gyms, health clubs, or private associations that may retail some products, but
whose primary purpose is to offer a service.
Sponsor: As a noun: an
Affiliate who has directly recruited another Affiliate into his or her Downline
Organization; as a verb: the act of directly recruiting another Affiliate into
his or her Downline Organization.
Statement of Beneficial Interest: A document required as part of the
Contract if an Applicant is applying as a Business Entity. The Statement of
Beneficial Interest must list all persons who are partners, shareholders,
principals, members, managers, officers, directors, trustees, beneficiaries, or
who otherwise have any direct or indirect Beneficial Interest in or control
over the Business Entity.
Title: The highest Rank ever achieved by an Affiliate that is
used for recognition purposes.
Unauthorized Website: Any website other than a Company
Licensed Website.
Upline: The single‐line hierarchy of Sponsors and/or Affiliates
extending upward from an Affiliateship.
Volume: A value assigned to a Product for commission purposes.
Wholesale: The price the Company charges Affiliates
for Products.