i-AdMe Online Referral Community Policies & Procedures / Rules & Regulations
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i-AdMe, LLC STATEMENT OF POLICIES and PROCEDURES
Effective June 01, 2017
Last updated November 12th, 2018
TABLE OF CONTENTS
SECTION 1 – CORPORATE MISSION STATEMENT
SECTION 2 – INTRODUCTION
2.1 – Policies Membership Agreement
2.2 – Changes to the Agreement
2.3 – Policies and Provisions Severable
2.4 – Waiver
SECTION 3 – BECOMING A MEMBER
3.1 – Requirements to Become a Member
3.2 – Required Purchases
3.3 – Member Benefits
SECTION 4 – OPERATING AN i-AdMe ACCOUNT
4.1 – Member Created Marketing Methods and Tools
4.2 – Advertising
4.2.1 – General
4.2.2 – Trademarks and Copyrights
4.2.3 – Media and Media Inquiries
4.2.4 – Unsolicited Email
4.2.5 – Unsolicited Faxes
4.2.6 – Telephone Directory Listings
4.2.7 – Television and Radio Advertising
4.3 – Online Conduct
4.3.1 – Member Web Sites
4.3.2 – i-AdMe Replicated Websites
4.3.3 – Domain Names, Email Addresses, and Online Aliases
4.3.4 – i-AdMe Hotlinks
4.3.5 – Online Classifieds
4.3.6 – Online Retailing
4.3.7 – Banner Advertising
4.3.8 – Spam Linking
4.3.9 – Digital Media Submission (YouTube, iTunes, PhotoBucket etc.)
4.3.10 – Sponsored Links / Pay-Per-Click (PPC) Ads
4.3.11 – Domain Names and Email Addresses
4.3.12 – Social Media
4.3.12.1 – Members Are Responsible for Postings
4.3.12.2 – Identification as an i-AdMe Member
4.3.12.3 – Social Media as a Sales and Promotion Forum
4.3.12.4 – Deceptive Postings
4.3.12.5 – Use of Third Party Intellectual Property
4.3.12.6 – Respecting Privacy
4.3.12.7 – Professionalism
4.3.12.8 – Prohibited Postings
4.3.12.9 – Responding to Negative Posts
4.3.12.10 – Social Media Sites with Website-like Features
4.3.12.11 – Cancellation of Your i-AdMe Account
4.4 – Business Entities
4.4.1 – Changes to a Business Entity
4.5 – Change of Sponsor
4.5.1 – Misplacement
4.5.2 – Cancellation and Re-Enrollment
4.6 – Waiver of Claims
4.7 – Unauthorized Claims and Actions
4.7.1 – Indemnification
4.7.2 – Income Claims
4.7.3 – Income Disclosure Statement
4.8 – Commercial Outlets
4.9 – Trade Shows, Expositions, and Other Sales Forums
4.10 – Conflicts of Interest
4.10.1 – Non-solicitation
4.10.2 – Member Participation in Network Marketing Programs
4.10.3 – Confidential Information
4.11 – Targeting Direct Sellers
4.12 – Errors or Questions
4.13 – Governmental Approval or Endorsement
4.14 – Holding Agreements or Orders
4.15 – Income Taxes
4.16 – Independent Contractor Status
4.17 – Insurance
4.18 – International Marketing
4.19 – Adherence to Laws and Ordinances
4.20 – One i-AdMe Account Per Member
4.21 – Actions of Household Members or Affiliated Parties
4.22 – Requests for Records
4.23 – Roll-Up of Membership Organization
4.24 – Sale, Transfer or Assignment of i-AdMe Account
4.25 – Separation of an i-AdMe Account
4.26 – Sponsoring Online
4.27 – Succession
4.27.1 – Transfer Upon Death of a Member
4.27.2 – Transfer Upon Incapacitation of a Member
4.28 – Telemarketing Techniques
4.29 – Virtual Account Access
SECTION 5 – RESPONSIBILITIES OF MEMBERS
5.1 – Change of Address, Telephone, and E-Mail Addresses
5.2 – Continuing Development Obligations
5.2.1 – Ongoing Training
5.2.2 – Increased Training Responsibilities
5.2.3 – Ongoing Sales Responsibilities
5.3 – Non-Disparagement
5.4 – Providing Documentation to Applicants
SECTION 6 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
6.1 – Disciplinary Sanctions
6.2 – Grievances and Complaints
6.3 – Mediation
6.4 – Arbitration
6.5 – Governing Law, Jurisdiction, and Venue
6.5.1 – Louisiana Residents
SECTION 7 – PAYMENT
7.1 – Returned Checks
7.2 – Restrictions on Third Party Use of Credit Cards and Checking Account Access
SECTION 8 – INACTIVITY AND CANCELLATION
8.1 – Effect of Cancellation
8.2 – Involuntary Cancellation
8.3 – Voluntary Cancellation
8.4 – Non-Renewal
8.5 – Exceptions to Activity Requirements
8.5.1 – Maternity
8.5.2 – Military Deployment
SECTION 10 – DEFINITIONS
SECTION 1 – CORPORATE MISSION STATEMENT
1.1 i-Adme Corporate Mission Statement: Our mission is to bring professionals, thought leaders, and organizers together, and through a culture of contribution, assist in promoting the growth and prosperity of one another. Our “member to member FIRST” referral philosophy drives our communities to thrive through our unique online platform, giving our members the flexibility they desire as well as the deeper relationships of trust required to accelerate their growth. We teach our members how to utilize an online platform where everyone is primarily responsible to promote and work with the individuals in their own community. To that end, we require all members be aware of and follow these policies.
SECTION 2 – INTRODUCTION
2.1 – Incorporated into the Membership Agreement these Policies and Procedures, in their present form and as amended by i-AdMe, LLC (hereafter “i-AdMe” or the “Company”), are incorporated into, and form an integral part of, the i-AdMe Membership Agreement. It is the responsibility of each Member to read, understand, adhere to, and insure that he/she is aware of and operating under the most current version of these Policies and Procedures. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the i-AdMe Membership Agreement, these Policies and Procedures, and the i-AdMe Business Entity Application (if applicable). These documents are incorporated by reference into the i-AdMe Membership Agreement (all in their current form and as amended by i-AdMe).
2.2 – Changes to the Agreement
i-AdMe reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By executing the i-AdMe Membership Agreement, a Member agrees to abide by all amendments or modifications that i-AdMe elects to make. Amendments shall be effective thirty (30) days after publication of notice that the Agreement has been modified. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. Notification of amendments shall be published by one or more of the following methods: (1) posting on the Company’s official web site; (2) electronic mail (e-mail); (3) posting in Members’ virtual offices; (4) inclusion in Company periodicals; or (5) special mailings. The continuation of a Member’s i-AdMe account, the acceptance of any benefits under the Agreement, or a Member’s acceptance of earnings constitutes acceptance of all amendments.
2.3 – Policies and Provisions Severable
If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.
2.4 – Waiver
The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of i-AdMe to exercise any right or power under the Agreement or to insist upon strict compliance by a Member with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of i-AdMe’s right to demand exact compliance with the Agreement. The existence of any claim or cause of action of a Member against i-AdMe shall not constitute a defense to i-AdMe’s enforcement of any term or provision of the Agreement.
SECTION 3 – BECOMING A MEMBER
3.1 – Requirements to Become a Member
To become an i-AdMe Member in the United States, an applicant must:
• Be at least 18 years of age;
• Reside in the United States or U.S. Territories;
• Submit a properly completed Membership Agreement to i-AdMe either in hard copy or online format.
i-AdMe reserves the right to accept or reject any Membership Agreement for any reason or for no reason.
3.2 – Required Purchases
No person is required to purchase i-AdMe products, services or sales aids, or to pay any additional sign-up fee to become a Member except the regular monthly subscription Membership Fee of $99.00, which is non-refundable.
3.3 – Members Benefits
Once a Membership Agreement has been accepted by i-AdMe, the benefits of the Membership Agreement are available to the new Member. These benefits include the right to:
• Sell i-AdMe products and services if applicable;
• Sponsor other individuals as Members into the i-AdMe community and, thereby, build a membership organization for the Free @ 3 promotion;
• Receive periodic i-AdMe literature and other i-AdMe communications;
• Participate in i-AdMe sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and
• Participate in promotional and incentive contests and programs sponsored by i-AdMe for its Members.
SECTION 4 – OPERATING AN i-AdMe ACCOUNT
4.1 – Member-Created Marketing Methods and Tools
Members shall not offer the i-AdMe program through, or in combination with, any other system, program, sales tools, or method of marketing other than that specifically set forth in official i-AdMe literature. Members shall not require or encourage other current or prospective users to execute any agreement or contract other than official i-AdMe agreements and contracts in order to become an i-AdMe Member.
4.2 – Advertising
4.2.1 – General
All Members shall safeguard and promote the good reputation of i-AdMe and its products. The marketing and promotion of i-AdMe, the i-AdMe community, and i-AdMe products must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.
To promote both the products and services, Members must use the sales aids, tools, and support materials produced by i-AdMe. The Company has carefully designed its products, product labels, and promotional materials to ensure that they are promoted in a fair and truthful manner, that they are substantiated, and the materials comply with the legal requirements of state, provincial, or federal of the countries in which we are authorized to do business. Accordingly, Members must not produce or use the communities, literature, advertisements, sales aids, business tools, promotional materials, or Internet web pages of themselves or other third parties.
4.2.2 – Trademarks and Copyrights
The name of i-AdMe and other names as may be adopted by i-AdMe are proprietary trade names, trademarks and service marks of i-AdMe (collectively “marks”). As such, these marks are of great value to i-AdMe and are supplied to Members for their use only in an expressly authorized manner. i-AdMe will not allow the use of its trade names, trademarks, designs, or symbols, or any derivatives of such marks, by any person, including i-AdMe Members, in any unauthorized manner without its prior, written permission.
The content of all Company sponsored events is copyrighted material. Members may not produce for sale or distribution any recorded Company events and speeches without written permission from i-AdMe, nor may Members reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations.
As a Member, you may use the i-AdMe name in the following manner
Member’s Name
i-AdMe Member
Example:
Alice Smith
i-AdMe Member
Members may not use the name i-AdMe in any form in your community name, a tagline, an external website name, your personal website address or extension, in an e-mail address, as a personal name, or as a nickname. Additionally, only use the phrase i-AdMe Member in your phone greeting or on your answering machine to clearly separate your i-AdMe Account from i-AdMe. For example, you may not secure the domain name www.buyi-AdMe.com, nor may you create an email address such as i-AdMesales@hotmail.com.
4.2.3 – Media and Media Inquiries
Members must not attempt to respond to media inquiries regarding i-AdMe, its products or services, or their i-AdMe Account. All inquiries by any type of media must be immediately referred to i-AdMe’s Marketing Department. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.
4.2.4 – Unsolicited Email
i-AdMe does not permit Members to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation, the federal CAN SPAM Act. Any email sent by a Member that promotes i-AdMe or it’s products and services must comply with the following:
• There must be a functioning return email address to the sender.
• There must be a notice in the email that advises the recipient that he/she may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him/her (a functioning “opt-out” notice).
• The email must include the Member’s physical mailing address.
• The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
• The use of deceptive subject lines and/or false header information is prohibited.
• All opt-out requests, whether received by email or regular mail, must be honored. If a Member receives an opt-out request from a recipient of an email, the Member must forward the opt-out request to the Company.
i-AdMe may periodically send commercial emails on behalf of Members. By entering into the Membership Agreement, Member agrees that the Company may send such emails and that the Member’s physical and email addresses will be included in such emails as out-lined above. Members shall honor opt-out requests generated as a result of such emails sent by the Company.
4.2.5 – Unsolicited Faxes
Except as provided in this section, Members may not use or transmit unsolicited faxes in connection with their i-AdMe Account. The term “unsolicited faxes” means the transmission via telephone facsimile or computer of any material or information advertising or promoting i-AdMe, its products, or any other aspect of the company which is transmitted to any person, except that these terms do not include a fax: (a) to any person with that person’s prior express invitation or permission; or (b) to any person with whom the Member has an established business or personal relationship. The term “established business or personal relationship” means a prior or existing relationship formed by a voluntary two way communication between a Member and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such member; or (b) a personal or familial relationship, which relationship has not been previously terminated by either part
4.2.6 – Telephone Directory Listings
Members may list themselves as an “i-AdMe Member” in the white or yellow pages of the telephone directory, or with online directories, under their own name. No Member may place telephone or online directory display ads using i-AdMe’s name or logo. Members may not answer the telephone by saying “i-AdMe”, “i-AdMe Incorporated”, or in any other manner that would lead the caller to believe that he/she has reached corporate offices of i-AdMe. If a Member wishes to post his/her name in a telephone or online directory, it must be listed in the following format:
Member’s Name
i-AdMe Member
4.2.7 – Television and Radio Advertising
Members may not advertise their i-AdMe Account on television and radio except with i-AdMe’s express written approval.
4.3 – Online Conduct
4.3.1 – Members Online Profile
Members are provided with a Online Profile page by i-AdMe, from which they can take orders, enroll new Members, and place and receive referrals, as well as manage their i-AdMe Account. Members may use only profile pages provided by i-AdMe to promote their i-AdMe Account, and may not create their own websites to directly or indirectly promote i-AdMe’s products or services.
4.3.2 – i-AdMe Profile Pages Websites
Members receive an i-AdMe Profile Page Website to facilitate online referral experience for their customers, other Members, and enrollments for prospective members.
Members may not alter the branding, artwork, look, or feel of their Profile Page Website, and may not use their Profile Page Website to promote, market or sell non-i-AdMe products, services, or business opportunities. Specifically, you may not alter the look (placement, sizing etc.) or functionality of the following:
1. The i-AdMe Members Logo
2. Your Name
3. i-AdMe Corporate Website Redirect Button
4. Artwork, logos, or graphics
5. Original text
Because Profile Page Websites reside on the i-AdMe.com domain, i-AdMe reserves the right to receive analytic and information regarding the usage of your website.
By default, your i-AdMe Profile Page Website URL is www.i-AdMe.com/<consultant ID#>.
4.3.3 – Domain Names, Email Addresses, and Online Aliases
You are not allowed to use or register i-AdMe or any of i-AdMe’s trademarks, product names, or any derivatives, for any Internet domain name, email address, or online aliases. Additionally, you cannot use or register domain names, email addresses, and/or online aliases that could cause confusion, or be misleading or deceptive, in that they cause individuals to believe or assume the communication is from, or is the property of i-AdMe. Examples of the improper use of i-AdMe include, but are not limited to: Mike’s i-AdMe Showroom, etc. or i-AdMe showing up as the sender of an email.
4.3.4 – i-AdMe Hot Links
When directing readers to your profile page site it must be evident from a combination of the link, and the surrounding context, to a reasonable reader, that the link will be re-solving to the site of an i-AdMe Member. Attempts to mislead web traffic into believing they are going to an i-AdMe corporate site, when in fact they land at a Member site will not be allowed. The determination as to what is misleading or what constitutes a reasonable reader will be at i-AdMe’s sole discretion.
4.3.5 – Online Classifieds
You may not use online classifieds (including Craigslist) to list, sell or retail specific i-AdMe products or product bundles. You may use online classifieds (including Craigslist) for prospecting, sponsoring, and informing the public about the i-AdMe community network, provided i-AdMe approved templates/images are used. These templates will identify you as an i-AdMe Member. If a link or URL is provided, it must link to your i-AdMe Profile Website.
4.3.6 – Online Retailing
Member may not list or sell i-AdMe products on any online retail store or e-commerce site, nor may you enlist or knowingly allow a third party to sell i-AdMe products on any online retail store or e-commerce site.
4.3.7 – Banner Advertising
You may place banner advertisements on a website provided you use i-AdMe-approved templates and images. All banner advertisements must link to your i-AdMe Profile Website. Member may not use blind ads (ads that do not disclose the identity of the Company) or web pages that make product or income claims that are ultimately associated with i-AdMe products or the i-AdMe Online Referral Community.
4.3.8 – Spam Linking
Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums and is not allowed. This includes blog spamming, blog comment spamming and/or spamdexing. Any comments you make on blogs, forums, guest books, etc., must be unique, informative and relevant.
4.3.9 – Digital Media Submission (YouTube, iTunes, PhotoBucket etc.)
Members may upload, submit or publish i-AdMe-related video, audio or photo content that they develop and create so long as it aligns with i-AdMe values, contributes to the i-AdMe community greater good, and is in compliance with i-AdMe’s Policies and Procedures. All submissions must clearly identify you as an i-AdMe Member in the content itself and in the content description tag, must comply with all copyright/legal requirements, and must state that you are solely responsible for this content. Members may not upload, submit, or publish any content (video, audio, presentations or any computer files) received from i-AdMe or captured at official i-AdMe events or in buildings owned or operated by i-AdMe without prior written permission.
4.3.10 – Sponsored Links / Pay-Per-Click (PPC) Ads
Sponsored links or pay-per-click ads (PPC) are acceptable. The destination URL must be to the sponsoring Member’s i-AdMe Profile Website. The display URL must also be to the sponsoring Member’s i-AdMe Profile Website, and must not portray any URL that could lead the user to believe they are being directed to an i-AdMe Corporate site, or be inappropriate or misleading in any way.
4.3.11 – Domain Names and Email Addresses
Except as set forth in the Agreement, Members may not use or attempt to register any of i-AdMe’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative of the foregoing, for any Internet domain name, email address, or social media name or address.
4.3.12 – Social Media
Social Media may be used by Members to share information about the i-AdMe community and for prospecting and sponsoring. However, Members who elect to use Social Media must adhere to the Policies and Procedures in all respects.
Social Media sites may not be used to sell or offer to sell specific i-AdMe products or services. Profiles a Member generates in any social community where i-AdMe is discussed or mentioned must clearly identify the Member as an i-AdMe Member, and when a Member participates in those communities, Members must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at i-AdMe’s sole discretion, and offending Members will be subject to disciplinary action. Banner ads and images used on these sites must be current and must come from the i-AdMe approved library. If a link is provided, it must link to the posting Member’s i-AdMe Profile Website.
Members may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Members create or leave must be useful, unique, relevant and specific to the blog’s article.
4.3.12.1 – Members Are Responsible for Postings
Members are personally responsible for their postings and all other online activity that relates to i-AdMe. Therefore, even if a Member does not own or operate a blog or Social Media site, if a Member posts to any such site that relates to i-AdMe or which can be traced to i-AdMe, the Member is responsible for the posting. Members are also responsible for postings which occur on any blog or Social Media site that the Member owns, operates, or controls.
4.3.12.2 – Identification as an i-AdMe Member
You must disclose your full name on all Social Media postings, and conspicuously identify yourself as an i-AdMe Member of i-AdMe. Anonymous postings or use of an alias is prohibited.
4.3.12.3 – Social Media as a Sales and Promotion Forum
Social Media sites are relationship-building sites. While building relationships is an important part of the sales process, Social Media sites may not be used as a direct medium for generating sales or explaining the i-AdMe service. Online sales may only be generated from a Member’s i-AdMe profile website.
4.3.12.4 – Deceptive Postings
Postings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to i-AdMe’s products and services, and/or your biographical information and credentials.
4.3.12.5 – Use of Third-Party Intellectual Property
If you use the trademarks, trade names, service marks, copyrights, or intellectual property of any third party in any posting, it is your responsibility to ensure that you have received the proper license to use such intellectual property and pay the appropriate license fee. All third-party intellectual property must be properly referenced as the property of the third-party, and you must adhere to any restrictions and conditions that the owner of the intellectual property places on the use of its property.
4.3.12.6 – Respecting Privacy
Always respect the privacy of others in your postings. Members must not engage in gossip or advance rumors about any individual, company, or competitive products or services. Members may not list the names of other individuals or entities on their postings unless they have the written permission of the individual or entity that is the subject of their posting.
4.3.12.7 – Professionalism
You must ensure that your postings are truthful and accurate. This requires that you fact-check all material you post online. You should also carefully check your postings for spelling, punctuation, and grammatical errors. Use of offensive language is prohibited.
4.3.12.8 – Prohibited Postings
Members may not make any postings, or link to any postings or other material that:
• Is sexually explicit, obscene, or pornographic;
• Is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
• Is graphically violent, including any violent video game images;
• Is solicitous of any unlawful behavior;
• Engages in personal attacks on any individual, group, or entity;
• Is in violation of any intellectual property rights of the Company or any third party.
4.3.12.9 – Responding to Negative Posts
Do not converse with one who places a negative post against you, other Members, or i-AdMe. Report negative posts to the Company at info@i-AdMe.com. Responding to such negative posts often simply fuels a discussion with someone carrying a grudge that does not hold themselves to the same high standards as i-AdMe, and therefore damages the reputation and goodwill of i-AdMe.
4.3.12.10 – Social Media Sites with Website-Like Features
Because some social media sites are particularly robust, the distinction between a social media site and a website may not be clear cut. i-AdMe therefore reserves the sole and exclusive right to classify certain social media sites as websites and require that Members using, or who wish to use, such sites adhere to the Company’s policies relating to independent websites.
4.3.12.11 – Cancellation of Your i-AdMe Account
If your i-AdMe Account is cancelled for any reason, you must discontinue using the i-AdMe name, and all of i-AdMe’s trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all Social Media sites that you utilize. If you post on any Social Media site on which you have previously identified yourself as an i-AdMe Member, you must conspicuously disclose that you are no longer an i-AdMe Member.
4.4 – Business Entities
A corporation, limited liability company, partnership or trust (collectively referred to in this section as a “Business Entity”) may agree to be an i-AdMe Member by submitting a Membership Agreement along with a properly completed Business Entity Application and a properly completed IRS Form W-9. The Business Entity, as well as all shareholders, members, managers, partners, trustees, or other parties with any ownership interest in, or management responsibilities for, the Business Entity (collectively “Affiliated Parties”) are individually, jointly and severally liable for any indebtedness to i-AdMe, compliance with the i-AdMe Policies and Procedures, the i-AdMe Membership Agreement, and other obligations to i-AdMe.
To prevent the circumvention of Sections 4.24 (regarding transfers and assignments of an i-AdMe Account) and 4.5, (regarding Sponsorship Changes), if any Affiliated Party wants to terminate his/her relationship with the Business Entity or i-AdMe, the Affiliated Party must terminate his/her affiliation with the Business Entity, notify i-AdMe in writing that he/she has terminated his/her affiliation with the Business Entity, and must comply with the provisions of Section 4.24. In addition, the Affiliated Party foregoing their interest in the Business Entity may not participate in any other i-AdMe Account for six consecutive calendar months in accordance with Section 4.5.2. If the Business Entity wishes to bring on any new Affiliated Party, it must adhere to the requirements of Section 4.24.
The modifications permitted within the scope of this paragraph do not include a change of sponsorship. Changes of sponsorship are addressed in Section 4.5, below. There is a $25.00 fee for each change requested, which must be included with the written request and the completed Membership Agreement. i-AdMe may, at its discretion, require notarized documents before implementing any changes to an i-AdMe Account. Please allow thirty (30) days after the receipt of the request by i-AdMe for processing.
4.4.1 – Changes to a Business Entity
Each Member must immediately notify i-AdMe of all changes to type of business entity they utilize in operating their businesses and the addition or removal of business Affiliated Parties.
4.5 – Change of Sponsor
i-AdMe prohibits changes in sponsorship.
4.5.1 – Misplacement
In cases in which the new Member is sponsored by someone other than the individual he/she was led to believe would be his/her Sponsor, a Member may request that he/she be transferred to another organization with his/her entire membership organization intact. Requests for transfer under this policy will be evaluated on a case-by-case basis and must be made within three days from the date of enrollment. Requests for change of sponsorship must be submitted in writing to the Member Services Department within three (3) days of the Member’s enrollment, and must include the reason for the transfer. The Member requesting the change has the burden of proving that he/she was placed beneath the wrong sponsor. It is up to i-AdMe’s discretion whether the requested change will be implemented.
4.5.2 – Cancellation and Re-Enrollment
A Member may legitimately change organizations by voluntarily canceling his/her i-AdMe Account and remaining inactive (i.e., no purchases of i-AdMe products for resale, no sales of i-AdMe products, no sponsoring, no attendance at any i-AdMe functions, participation in any other form of Member activity, or operation of any other i-AdMe Account) for six (6) full calendar months. Following the six month period of inactivity, the former i-AdMe Member may complete the Membership Agreement under a new sponsor, however, the former Member’s organization will remain in their original line of sponsorship.
4.6 – Waiver of Claims
In cases in which the appropriate sponsorship change procedures have not been followed, and a membership organization has been developed by a Member, i-AdMe reserves the sole and exclusive right to determine the final disposition of the membership organization. Resolving conflicts over the proper placement of a Member that has developed under an organization that has improperly switched sponsors is often extremely difficult. Therefore, MEMBERS WAIVE ANY AND ALL CLAIMS AGAINST i-AdMe, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM i-AdMe’s DECISION REGARDING THE DISPOSITION OF ANY MEMBERSHIP ORGANIZATION THAT DEVELOPS BELOW AN ORGANIZATION THAT HAS IMPROPERLY CHANGED LINES OF SPONSORSHIP.
4.7 – Unauthorized Claims and Actions
4.7.1 – Indemnification
A Member is fully responsible for all of his/her verbal and written statements made regarding i-AdMe products, and services that are not expressly contained in official i-AdMe materials. This includes statements and representations made through all sources of communication media, whether person-to-person, in meetings, online, through Social Media, in print, or any other means of communication. Members agree to indemnify i-AdMe and i-AdMe’s directors, officers, employees, and agents, and hold them harmless from all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by i-AdMe as a result of the Member’s unauthorized representations or actions. This provision shall survive the termination of the i-AdMe Membership Agreement.
4.8 – Commercial Outlets
Members may not sell i-AdMe products from a commercial outlet, nor may Members display or sell i-AdMe products or literature in any retail or service establishment. Online auction and/or sales facilitation websites, including but not limited to eBay and Craig’s List constitute Commercial Outlets, and may not be used to sell i-AdMe products.
4.9 – Trade Shows, Expositions, and Other Sales Forums
Member may display and/or sell i-AdMe products at trade shows and professional expositions. Before submitting a deposit to the event promoter, Members must contact the Member Services Department in writing for conditional approval, as i-AdMe’s policy is to authorize only one i-AdMe Account per event. Final approval will be granted to the first Member who submits an official advertisement of the event, a copy of the contract signed by both the Member and the event official, and a receipt indicating that a deposit for the booth has been paid. Approval is given only for the event specified. Any requests to participate in future events must again be submitted to the Member Services Department. i-AdMe further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its products, services, or the i-AdMe possibility.
4.10 – Conflicts of Interest
4.10.1 – No solicitation
i-AdMe Members are free to participate in multi-level or network marketing business ventures or marketing opportunities (collectively “network marketing”).
4.10.2 – Members Participation in Network Marketing Programs
If a Member is engaged in direct selling programs, it is the responsibility of the Member to ensure that his/her i-AdMe Account is operated entirely separate and apart from any other program. To this end, the following must be adhered to:
• Members must not sell, or attempt to sell, any competing non- i-AdMe programs, products or services to i-AdMe Members. Any program, product or services in the same generic categories as i-AdMe products or services is deemed to be competing, regardless of differences in cost, quality, or other distinguishing factors.
• Members shall not display i-AdMe promotional material, sales aids, products or services with or in the same location as, any non-i-AdMe promotional material or sales aids, products or services.
• Members shall not offer i-AdMe products or services to prospective or existing Members in conjunction with any non-i-AdMe program, opportunity, product, or service.
• Members may not offer any non-i-AdMe products, services, or opportunity at any i-AdMe-related meeting, seminar, convention, webinar, teleconference, or other function.
4.10.3 – Confidential Information
“Confidential Information” includes, but is not limited to, the identities of i-AdMe Members, contact information of i-AdMe Members. Confidential Information is, or may be available, to Members in their respective virtual offices. Member access to such Confidential Information is password protected, and is confidential and constitutes proprietary information and business trade secrets belonging to i-AdMe. Such Confidential Information is provided to Members in strictest confidence and is made available to Members for the sole purpose of assisting Members in working with their respective communities, in the development of their i-AdMe Account. Members may not use the reports for any purpose other than for developing their i-AdMe Account. Members should use the Confidential Information to assist, motivate, and train their Members. The Member and i-AdMe agree that, but for this agreement of confidentiality and nondisclosure, i-AdMe would not provide Confidential Information to the Member.
To protect the Confidential Information, Members shall not, on his/her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:
• Directly or indirectly disclose any Confidential Information to any third party;
• Directly or indirectly disclose the password or other access code to his/her virtual office;
• Use any Confidential Information to compete with i-AdMe or for any purpose other than promoting his/her i-AdMe Account;
• Recruit or solicit any Member of i-AdMe listed on any report, community or in the Member’s community, or in any manner attempt to influence or induce any Member of i-AdMe, to alter their business relationship with i-AdMe; or
• Use or disclose to any person, partnership, association, corporation, or other entity any Confidential Information.
The obligation not to disclose Confidential Information shall survive cancellation or termination of the Agreement, and shall remain effective and binding irrespective of whether a Member’s Agreement has been terminated, or whether the Member is or is not otherwise affiliated with the Company.
The Member recognizes that the Company may be irreparably damaged by any breach of this Agreement and that the Company shall be entitled to seek an injunction, specific performance, or other equitable remedy to prevent such competition or disclosure, and may entitle the Company to other legal remedies, including attorneys’ fees and costs.
4.11 – Targeting Direct Sellers
i-AdMe does not condone Members specifically or consciously targeting the sales force of a direct sales company to sell i-AdMe products or to become Members for i-AdMe, nor does i-AdMe condone Members solicitation or enticement of members of the sales force of a direct sales company to violate the terms of their contract with such company. Should Members engage in such activity, they bear the risk of being sued by the direct sales company. If any lawsuit, arbitration, or mediation is brought against a Member alleging that he/she engaged in inappropriate recruiting activity of its sales force or customers, i-AdMe will not pay any of the Member’s defense costs or legal fees, nor will i-AdMe indemnify the Member for any judgment, award, or settlement.
4.12 – Errors or Questions
If a Member has questions or believes any errors have been made, the Member must notify i-AdMe in writing within 60 days of the date of the purported error or incident in question. i-AdMe will not be responsible for any errors or problems not reported to the Company within 60 days.
4.13 – Governmental Approval or Endorsement
Members shall not represent or imply that i-AdMe has been “approved,” “endorsed” or otherwise sanctioned by any government agency.
4.14 – Holding Agreements or Orders
Members must not manipulate enrollments of new Members. All Membership Agreements and product orders must be sent to i-AdMe within 72 hours from the time they are enrolled by a Member or placed by a customer, respectively.
4.15 – Income Taxes
Each Member is responsible for paying local, state/provincial, and federal taxes on any income generated as an i-AdMe Member. Unfortunately, we cannot provide you with any personal tax advice. Please consult your own tax accountant, tax attorney, or other tax professional.
4.16 – Member Status
The agreement between i-AdMe and its Members does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Member. Members shall not be treated as an employee for his/her services or for Federal or State tax purposes. All Members are responsible for paying local, state, and federal taxes due from all earnings as a Member of the Company. The Member has no authority (expressed or implied), to bind the Company to any obligation. Each Member shall establish his/her own goals, hours, and methods of obtaining referrals, so long as he/she complies with the terms of the Membership Agreement, these Policies and Procedures, and applicable laws.
4.17 – Insurance
You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy does not cover business-related injuries, or the theft of or damage to inventory or business equipment. Contact your insurance agent to make certain that your business property is protected. This can often be accomplished with a simple “Business Pursuit” endorsement attached to your present home owner’s policy.
4.18 – International Marketing
Members are authorized to sell i-AdMe products and services, and enroll Members only in the countries in which i-AdMe is authorized to conduct business, as announced in official Company literature. i-AdMe products or sales aids may not be shipped into or sold in any foreign country. Members may sell, give, transfer, or distribute i-AdMe products or sales aids only in their home country. In addition, no Member may, in any unauthorized country: (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential customers or Members; or (c) conduct any other activity for the purpose of selling i-AdMe products, establishing a membership organization, or promoting i-AdMe.
4.19 – Adherence to Laws and Ordinances
Members shall comply with all federal, state, and local laws and regulations in the conduct of their Accounts. Members must obey those laws that do apply to them. If a city or county official tells a Member that an ordinance applies to him/her, the Member shall be polite and cooperative, and immediately send a copy of the ordinance to the Compliance Department of i-AdMe.
4.20 – One i-AdMe Account Per Member
A Member may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one i-AdMe Account. No individual may have, operate or receive earnings from more than one i-AdMe Account. Individuals of the same Household may have separate i-AdMe Accounts. However, members of the same Household must be in the same line of sponsorship. The first Household member who enrolls in i-AdMe must enroll all other Household members who complete the i-AdMe Membership Agreement. In the alternative, the first Household member who joins i-AdMe may enroll the second Household member, who may in turn enroll the third Household member, and so on. A “Household” is defined as spouses, and dependent children living at or doing business at the same address.
An exception to the one Account per Member rule will be considered on a case by case basis in cases of a Member receiving an interest in another Account through inheritance. Requests for exceptions to policy must be submitted in writing to the Member Services Department.
4.21 – Actions of Household Members or Affiliated Parties
If any member of a Member’s immediate household engages in any activity which, if performed by the Member, would violate any provision of the Agreement, such activity will be deemed a violation by the Member and i-AdMe may take disciplinary action pursuant to the Statement of Policies against the Member. Similarly, if any individual associated in any way with a corporation, partnership, LLC, trust or other entity (collectively “Business Entity”) violates the Agreement, such action(s) will be deemed a violation by the Business Entity, and i-AdMe may take disciplinary action against the Business Entity. Likewise, if a Member enrolls in i-AdMe as a Business Entity, each Affiliated Party of the Business Entity shall be personally and individually bound to, and must comply with, the terms and conditions of the Agreement.
4.22 – Requests for Records
Any request from a Member for copies of invoices, agreements, reports, or other records will require a fee of $2.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.
4.23 – Roll-up of Membership Organization
When a vacancy occurs in a Membership Organization due to the termination of an i-AdMe Account, there will be no “roll up.” Rather, the vacancy shall remain as an un-filled position within the Community of the terminated Member’s Sponsor.
4.24 – Sale, Transfer or Assignment of i-AdMe Account
Although an i-AdMe Account is a privately owned and independently operated Account, the sale, transfer or assignment of an i-AdMe Account, and the sale, transfer, or assignment of an interest in a Business Entity that owns or operates an i-AdMe Account, is subject to certain limitations. If a Member wishes to sell his/her i-AdMe Account, or interest in a Business Entity that owns or operates an i-AdMe Account, the following criteria must be met:
• The selling Member must offer i-AdMe the right of first refusal to purchase the Account on the same terms as agreed upon with a third-party buyer. i-AdMe shall have fifteen days from the date of receipt of the written offer from the seller to exercise its right of first refusal.
• The buyer or transferee must become a qualified i-AdMe Member. If the buyer is an active i-AdMe Member, he/she must first terminate his/her i-AdMe Account before acquiring any interest in a different i-AdMe Account;
• Before the sale, transfer or assignment can be finalized and approved by i-AdMe, any debt obligations the selling party has with i-AdMe must be satisfied.
• The selling party must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign an i-AdMe Account.
Prior to selling an i-AdMe Account or Business Entity interest, the selling Member must notify i-AdMe’s Compliance Department in writing and advise of his/her intent to sell his/her i-AdMe Account or Business Entity interest. The selling Member must also receive written approval from the Compliance Department before proceeding with the sale. No changes in line of sponsorship can result from the sale or transfer of an i-AdMe Account.
4.25 – Separation of an i-AdMe Account
i-AdMe Members sometimes operate their i-AdMe Accounts as husband-wife partner-ships, regular partnerships, LLCs, corporations, trusts, or other Business Entities. At such time as a marriage may end in divorce or a corporation, LLC, partnership, trust or other Business Entity may dissolve, arrangements must be made to assure that any separation or division of the Account is accomplished so as not to adversely affect the interests and “Free At 3” promotional program.
During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:
• One of the parties may, with consent of the other(s), operate the i-AdMe Account pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize i-AdMe to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.
• The parties may continue to operate the i-AdMe Account jointly on a “business-as-usual” basis.
Under no circumstances will the Member’s of divorcing spouses or a dissolving business entity be divided.
If a former spouse has completely relinquished all rights in the original i-AdMe Account pursuant to a divorce, he/she is thereafter free to enroll under any Member of his/her choosing without waiting six calendar months. In the case of business entity dissolutions, the former partner, shareholder, member, or other entity affiliate who retains no interest in the business must wait six calendar months from the date of the final dissolution before re-enrolling as a Member. In either case, the former spouse or business affiliate shall have no rights to any Members in their former Admin group, Free @ 3 Member, or to any former customer. They must develop the new Account in the same manner as would any other new Member.
4.26 – Sponsoring Online
When sponsoring a new Member through the online enrollment process, the sponsor may assist the new applicant in filling out the enrollment materials. However, the applicant must personally review and agree to the online Membership Agreement and i-AdMe’s Policies and Procedures. The sponsor may not fill out the online agreement on behalf of the prospective Member and agree to these materials on behalf of the prospective Member.
4.27 – Succession
Upon the death or incapacitation of a Member, his/her Account may be passed to his/her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, a Member should consult an attorney to assist him/her in the preparation of a will or other testamentary instrument. Whenever an i-AdMe Account is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all earnings of the deceased Admin Member’s membership organization provided the following qualifications are met. The successor(s) must:
• Execute a Members Agreement;
• Comply with terms and provisions of the Agreement;
• Meet all of the qualifications for the deceased Member’s status;
4.27.1 – Transfer Upon Death of a Member
To effect a testamentary transfer of an i-AdMe Account, the executor of the estate must provide the following to i-AdMe: (1) an original death certificate; (2) certified letters testamentary or a letter of administration appointing an executor; and (3) written instructions from the authorized executor to i-AdMe specifying to whom the Account and earnings should be transferred.
4.27.2 – Transfer Upon Incapacitation of a Member
To effectuate a transfer of an i-AdMe Account because of incapacity, the successor must provide the following to i-AdMe: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer the i-AdMe Account; and (3) a completed Members Agreement executed by the trustee.
4.28 – Telemarketing Techniques
The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices. Both federal agencies (as well as a number of states) have “do not call” regulations as part of their telemarketing laws. Although i-AdMe does not consider Members to be “telemarketers” in the traditional sense of the word, these government regulations broadly define the term “telemarketer” and “telemarketing” so that your inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause you to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties.
Therefore, Members must not engage in telemarketing in the operation of their i-AdMe Accounts. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of an i-AdMe product or service. “Cold calls” made to prospective Members that promote either i-AdMe’s products or services constitute telemarketing and are prohibited. However, a telephone call(s) placed to a prospective Member (a “prospect”) is permissible under the following situations:
• If the Member has an established business relationship with the prospect. An “established business relationship” is a relationship between a Member and a prospect based on the prospect’s purchase, rental, or lease of goods or services from the Member, or a financial transaction between the prospect and the Member, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect’s purchase of a product or service.
• The prospect’s personal inquiry or application regarding a product or service offered by the Member, within the three (3) months immediately preceding the date of such a call.
• If the Member receives written and signed permission from the prospect authorizing the Member to call. The authorization must specify the telephone number(s) which the Member is authorized to call.
• You may call family members, personal friends, and acquaintances. An “acquaintance” is someone with whom you have at least a recent first-hand relationship within the preceding three months. Bear in mind, however, that if you engage in “card collecting” with everyone you meet and subsequently calling them, the FTC may consider this a form of telemarketing that is not subject to this exemption. Thus, if you engage in calling “acquaintances,” you must make such calls on an occasional basis only and not make this a routine practice.
• Members shall not use automatic telephone dialing systems or software relative to the operation of their i-AdMe Accounts.
• Members shall not place or initiate any outbound telephone call to any person that delivers any pre-recorded message (a “robocall”) regarding or relating to the i-AdMe products or services.
4.29 – Virtual Account Access
i-AdMe makes online accounts available to its Members. Virtual accounts provide Members access to confidential and proprietary information that may be used solely and exclusively to promote the development of a Member’s i-AdMe Account and to increase sales of i-AdMe products. However, access to a virtual account is a privilege, and not a right. i-AdMe reserves the right to deny Members’ access to the virtual account at its sole discretion.
SECTION 5 – RESPONSIBILITIES OF MEMBERS
5.1 – Change of Address, Telephone, and E-Mail Addresses
Members planning to change their e-mail address or move must send their new address and telephone numbers to i-AdMe’s Corporate Offices to the attention of the Member Services Department. To guarantee proper delivery, two weeks advance notice must be provided to i-AdMe on all changes.
5.2 – Continuing Development Obligations
5.2.1 – Ongoing Training
Any Member who sponsors another Member into i-AdMe must perform a bona fide assistance and training function to ensure that they have properly set up, and are operating his/her i-AdMe Account. Members must have ongoing contact and communication with the Members in their Membership Organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of organization Members to i-AdMe meetings, training sessions, and other functions. Members are also encouraged to motivate and train new Members in i-AdMe community knowledge, effective referral techniques, and compliance with Company Policies and Procedures. Communication with and the training of Members must not, however, violate Sections 4.1 and/or 4.2 (regarding the development of Member-produced sales aids and promotional materials).
Members should monitor the Members in their Membership Organizations to guard against Community Members making improper product or business claims, or engaging in any illegal or inappropriate conduct.
5.2.2 – Increased Training Responsibilities
As Members progress through the various levels of leadership, they will become more experienced in community growth techniques, training knowledge, and understanding of the i-AdMe program. They will be called upon to share this knowledge with lesser experienced Members within their community.
5.2.3 – Ongoing Sales Responsibilities
Regardless of their level of achievement, Members have an ongoing obligation to continue to personally promote the growth of the i-AdMe communities.
5.3 – Non-Disparagement
i-AdMe wants to provide its Members with the best online referral communities in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the Member Services Department. Remember, to best serve you, we must hear from you! While i-AdMe welcomes constructive input, negative comments and remarks made in the field by Members about the Company, its products, or services serve no purpose other than to sour the enthusiasm of other i-AdMe Members. For this reason, and to set the proper example for their team, Members must not disparage, demean, or make negative remarks about i-AdMe, other i-AdMe Members, i-AdMe’s products, the marketing, or i-AdMe’s directors, officers, or employees.
5.4 – Providing Documentation to Applicants
Members must provide the most current version of the Policies and Procedures to individuals whom they are sponsoring to become Members before the applicant signs a Membership Agreement, or ensure that they have online access to these materials.
SECTION 6 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
6.1 – Disciplinary Sanctions
Violation of the Agreement, these Policies and Procedures, violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Member that, in the sole discretion of the Company may damage its reputation or goodwill (such damaging act or omission need not be related to the Member’s i-AdMe Account), may result, at i-AdMe’s discretion, in one or more of the following corrective measures:
• Issuance of a written warning or admonition;
• Requiring the Member to take immediate corrective measures;
• Imposition of a fine;
• Suspension of the individual’s Member Agreement for one or more pay periods;
• Permanent or temporary loss of, or reduction in, the current and/or lifetime rank of a Member (which may subsequently be re-earned by the Member);
• Transfer or removal of some or all of a Member’s team Members from the offending Member’s organization.
• Involuntary termination of the offender’s Member Agreement;
• Suspension and/or termination of the offending Member’s i-AdMe profile website or profile website access;
• Any other measure expressly allowed within any provision of the Agreement or which i-AdMe deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Member’s policy violation or contractual breach;
• In situations deemed appropriate by i-AdMe, the Company may institute legal proceedings for monetary and/or equitable relief.
LEGAL AND EQUITABLE REMEDIES
The Member recognizes that the Company may be irreparably damaged by any breach of this Agreement and that the Company shall be entitled to seek an injunction, specific performance, or other equitable remedy to prevent such competition or disclosure, and may entitle the Company to other legal remedies, including attorneys’ fees and costs.
6.2 – Grievances and Complaints
When a Member has a grievance or complaint with another Member regarding any practice or conduct in relationship to their respective i-AdMe Accounts, the complaining Member should first report the problem to his/her Sponsor who should review the matter and try to resolve it with the other party’s Sponsor. If the matter involves interpretation or violation of Company policy, it must be reported in writing to the Member Services Department at the Company. The Member Services Department will review the facts and attempt to resolve it.
6.3 – Mediation
Prior to instituting an arbitration, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating to the Agreement through non-binding mediation. One individual who is mutually acceptable to the parties shall be appointed as mediator. The mediation shall occur within 60 days from the date on which the mediator is appointed. The mediator’s fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties. Each party shall pay its portion of the anticipated shared fees and costs at least 10 days in advance of the mediation. Each party shall pay its own attorneys fees, costs, and individual expenses associated with conducting and attending the mediation. Mediation shall be held in the City of Las Vegas, Nevada, and shall last no more than two business days.
6.4 – Arbitration
If mediation is unsuccessful, any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration. The Parties waive all rights to trial by jury or to any court. The arbitration shall be filed with, and administered by, the American Arbitration Association (“AAA”) or JAMS Endispute (“JAMS”) under their respective rules and procedures. The Commercial Arbitration Rules and Mediation Procedures of the AAA are available on the AAA’s website at www.adr.org. The Streamlined Arbitration Rules & Procedures are available on the JAMS website at www.jamsadr.com. Copies of AAA’s Commercial Arbitration Rules and Mediation Procedures or JAM’s Streamlined Arbitration Rules & Procedures will also be emailed to Members upon request to i-AdMe’s Legal Department.
Notwithstanding the rules of the AAA or JAMS, the following shall apply to all Arbitration actions:
• The Federal Rules of Evidence shall apply in all cases;
• The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;
• The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;
• The arbitration shall occur within 180 days from the date on which the arbitrator is appointed, and shall last no more than five business days;
• The Parties shall be allotted equal time to present their respective cases, including cross-examinations.
All arbitration proceedings shall be held in Las Vegas, Nevada. There shall be one arbitrator selected from the panel that the Alternate Dispute Resolution service provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The arbitration shall occur within 180 days from the date on which the arbitration is filed, and shall last no more than five business days. The parties shall be allotted equal time to present their respective cases. The decision of the arbitrator shall be final and binding on the parties and may if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate shall survive the cancellation or termination of the Agreement.
The parties and the arbitrator shall maintain the confidentiality of the entire arbitration process and shall not disclose to any person not directly involved in the arbitration process:
• The substance of, or basis for, the controversy, dispute, or claim;
• The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration;
• The terms or amount of any arbitration award;
• The rulings of the arbitrator on the procedural and/or substantive issues involved in the case.
Notwithstanding the foregoing, nothing in these Policies and Procedures shall prevent either party from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect its intellectual property rights, and/or to enforce its rights under the non-solicitation provision of the Agreement.
6.5 – Governing Law, Jurisdiction and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Clark County, State of Nevada. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Nevada shall govern all other matters relating to or arising from the Agreement.
6.5.1 – Louisiana Residents
Notwithstanding the foregoing, and the arbitration provision in Section 8.4, residents of the State of Louisiana shall be entitled to bring an action against i-AdMe in their home forum and pursuant to Louisiana law.
SECTION 7 – PAYMENT
7.1 – Returned Checks
All checks returned by a Member’s bank for insufficient funds will be re-submitted for payment. A $25.00 returned check fee will be charged to the account of the Member. After receiving a returned check from a customer or a Member, all future orders must be paid by Credit Card, money order or cashier’s check. Any outstanding balance owed to i-AdMe by a Member for NSF checks and returned check fees will be withheld from subsequent revenue share earnings.
7.2 – Restrictions on Third Party Use of Credit Cards and Checking Account Access
Members shall not permit other Members to use his/her credit card, or permit debits to their checking accounts, to enroll or to make purchases from the Company.
SECTION 8 – INACTIVITY AND CANCELLATION
8.1 – Effect of Cancellation
Following a Member’s non-renewal of his/her Membership Agreement, cancellation for inactivity, or voluntary or involuntary cancellation of his/her Membership Agreement (all of these methods are collectively referred to as “cancellation”), the former Member shall have no right, title, claim or interest to the membership organization which he/she obtained the Free @ 3 promotion, or any revenue share. A Member whose Account is cancelled will lose all rights as a Member. This includes the right to sell i-AdMe products and services and the right to receive future income resulting from the sales and other activities. In the event of cancellation, Members agree to waive all rights they may have, including but not limited to property rights, to their former Community and to any other remuneration derived from the sales and other activities of his/her former Community.
Following a Member’s cancellation of his/her Membership Agreement, the former Member shall not hold himself/herself out as an i-AdMe Member and shall not have the right to sell i-AdMe products or services.
8.2 – Involuntary Cancellation
A Member’s violation of any of the terms of the Agreement, including any amendments that may be made by i-AdMe in its sole discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary cancellation of his/her Membership Agreement. Cancellation shall be effective on the date on which written notice is mailed, emailed, faxed, or delivered to an express courier, to the Member’s last known address, email address, or fax number, or to his/her attorney, or when the Member receives actual notice of cancellation, whichever occurs first.
i-AdMe reserves the right to terminate all Member Agreements upon thirty (30) days written notice in the event that it elects to: (1) cease business operations; (2) dissolve as a corporate entity; or (3) terminate distribution of its products via direct selling.
8.3 – Voluntary Cancellation
A Member has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address. The written notice must include the Member’s signature, printed name, address, and Member I.D. Number.
In addition to written cancellation, Members who have consented to Electronic Contracting will cancel their Membership Agreement should they withdraw their consent to contract electronically.
8.4 – Non-Renewal
A Member may also voluntarily cancel his/her Membership Agreement by failing to pay his/her monthly membership fee.
SECTION 10 – DEFINITIONS
Active Member — A member who purchases i-AdMe products and whose account has been paid for the ensuing month.
Affiliated Party – A shareholder, member, partner, manager, trustee, or other parties with any ownership interest in, or management responsibilities for, a Business Entity.
Agreement – The contract between the Company and each Member includes the Membership Agreement, the i-AdMe Policies and Procedures, and the Business Entity Form (where appropriate), all in their current form and as amended by i-AdMe in its sole discretion. These documents are collectively referred to as the “Agreement.”
Cancel — The termination of a Member’s Account. Cancellation may be either voluntary, involuntary, through non-renewal or inactivity.
Household – Spouses, heads-of-household, and dependent family members residing in the same residence.
Immediate Household — Spouses, heads-of-household, and dependent family members residing in the same residence.
Organization — The Members and Members sponsored below a particular Member.
Official i-AdMe Material — Literature, audio or video tapes, websites, and other materials developed, printed, published and/or distributed by i-AdMe to Members.
Personal Production — Moving i-AdMe products or services to an end consumer for actual use.
Recruit — For purposes of i-AdMe’s Conflict of Interest Policy (Section 4.10), the term “Recruit” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another i-AdMe Member.
Profile Website – A website provided by i-AdMe to Members which utilizes website templates developed by i-AdMe.
Resalable — Products and Sales aids shall be deemed “resalable” if each of the following elements is satisfied: 1) they are unopened and unused; 2) packaging and labeling has not been altered or damaged; 3) they are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; 4) it is returned to i-AdMe within one year from the date of purchase. Any merchandise that is clearly identified at the time of sale as nonrefundable, discontinued, or as a seasonal item, shall not be resalable.
Retail Sales – Sales to a Retail Customers.
Social Media – Any type of online media that invites, expedites or permits conversation, comment, rating, and/or user generated content, as opposed to traditional media, which delivers content but does not allow readers/viewers/listeners to participate in the creation or development of content, or the comment or response to content. Examples of Social Media include, but are not limited to, blogs, chat rooms, Facebook, MySpace, Twitter, LinkedIn, Delicious, and YouTube.
Sponsor — A Member who enrolls a Member into the Company, and is listed as the Sponsor on the Membership Agreement for the Free @ 3 Promotion. The act of enrolling others and training them to become Members is called “sponsoring.”
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1. I, the undersigned Applicant/Member, affirm that I am of legal age in the state of execution of this Agreement. I, the undersign affirm that I am the legal owner of the current licensed business, a representative of the business or a associate for the business that I am going to represent as a Member of i-adme.com.
2. I understand that this Agreement is not binding until received and accepted by i-AdMe, LLC. I agree to timely pay for any services, membership or other items that I may purchase from i-AdMe, LLC. In the event that I am delinquent with respect to such payments, i-AdMe, LLC., may offset such debt from any monies that may be owed to me. I acknowledge that the monthly Community Membership fee of 99.00 once paid, is non-refundable.
1.2 General Policies
Members understand that in order to have success, they will be expected to participate in “off-line” activities to get to know each of the members in their community and build relationships and trust.
Members are expected to support the other members in their community through referrals to prospective customers.
Although success is expected but not guaranteed. All members are encouraged to dedicate themselves to studying i-AdMe videos and training materials in order to develop the skills necessary to have success within the i-AdMe system.
Each i-AdMe Community will have only one member per each business classification of the i-AdMe approved classification list. I-AdMe reserves the right to limit the number of members from any industry classification group.
It is the member’s responsibility to file a concern with the Admin of their Community or i-AdMe customer service regarding any member’s activities or business policies that they feel is in conflict with legal or ethical business standards.
Members who wish to change their classification that they represent in their Community will be required to submit such request in writing to their Admin for approval.
i-Adme reserves the right to put a member on probation or to terminate any member relating to a member’s business practices.
A member may be terminated for failure to comply with the policies.
All I-ADME membership lists are for the purpose of ‘giving’ referrals within a community and are not to be used or made available to any outside source without prior written approval of i-AdMe and it’s officers.
Policies are subject to change. I-AdMe reserves the right to change any policy as it sees fit.
Other than I-ADME created materials made available to members, members may not use I-ADME intellectual property (eg logos, trademarks, names, slogans, copyrighted material, etc.) in any way.
While i-AdMe communities are focused on helping small and/or independent business owners and sales people to grow their business, multi-level marketing members of I-ADME should represent their products and services in I-ADME and not the business opportunity element of their business.
1.3 Administrative Policies
Membership fees are paid monthly prior to the start of the month and once paid are non-refundable.
I-ADME may establish as many communities as it deems appropriate. Membership in i-ADME in no way is to be construed as a territorial right or an exclusive right to market in a specific geographic area.
I-ADME Communities are a marketing service provided by i-ADME, LLC. i-AdMe reserves the right to discontinue a member’s participation.
A member requesting to transfer from their primary Community to a new Community will be required to submit a request with the Admin for their community and with i-AdMe customer service and if approved will have a mandatory waiting period prior to being accepted in another community.