Time & Money, Inc.
Box 75 Carey, ID 83320 United States
Policies and Procedures
SECTION ONE: MEMBER STATUS
1.01 BECOMING A MEMBER
An applicant becomes a Member (“Member”) of Time and Money, Inc. when the applicant's completed Application and Agreement has been received and accepted by the Company, by Internet or by mail, at its Home Office. Company reserves the right to decline any Agreement for any reason, at its sole discretion.
Member uses his/her best effort to promote and sell products and services of Company to consumers pursuant to the Agreement contained within these Policies and Procedures and Terms and Conditions. In doing so, Member will maintain the high standards of honesty, and integrity and business ethics when dealing with Consumers, Company or other Company Members.
1.03 MEMBER OBLIGATIONS & RIGHTS
Members are authorized to sell Company products and services and to participate in the Member Compensation Plan. Members may sponsor new Members.
1.04 LEGAL AGE
Members must be of legal age in the state of their residence.
When a couple sharing Member entity divorces or separates, Company will continue to pay commission checks in the same manner as before the divorce or separation until it receives written notice signed by both parties or a court decree which specifies how future commission checks should be paid, provided and if applicable, the couple has complied with the requirements of Section 5.03.
1.06 CORPORATIONS, PARTNERSHIPS & TRUSTS
Corporations, partnerships, limited liability companies or other forms of business organizations or trusts may become Members of Company when the Agreement is accompanied by a federal ID number.
Shareholders, directors, officers, partners, members, beneficiaries and trustees, as applicable of Member entity must agree to hold such title, and Company will hold each personally liable and bound by the Agreement and these Policies and Procedures and Terms and Conditions.
1.07 FICTITIOUS OR ASSUMED NAMES
A person or entity may not apply as Member using a fictitious or assumed name.
1.08 INDEPENDENT CONTRACTOR STATUS
Members are Independent Contractors responsible for determining their own activities without direction or control by Company. They are not franchisees, joint venture, partners, employees or agents of Company and are prohibited from stating or implying, whether orally or in writing, otherwise. Members have no authority to bind Company to any obligation. Company is not responsible for payment or co-payment of any employee benefits. Members are responsible for liability, health disability and worker's compensation insurance. Members set their own hours and
determine how to conduct business, subject to Company Agreement, the Policies and Procedures and Terms and Conditions.
As Independent Contractors, Members will not be treated as franchisees, owners, employees or agents of Company for federal or state tax purposes including, with respect to the Internal Revenue Code, Social Security Act, federal unemployment act, state unemployment acts or any other federal, state, or local statute, ordinance, rule or regulation. At the end of each calendar year, Company will issue to each Member an IRS Form 1099, as required by law, or other applicable documentation for non-employee compensation as a Member. International members are responsible for any taxes or duties owed to their respective countries.
1.10 MEMBER IDENTIFICATION NUMBER
Members are required by federal law to obtain a Social Security number or Federal ID number (SIN # in Canada). Members will be identified by this number, or a company assigned number, for purposes of Company's business. The Member Identification Number must be placed on all orders and correspondence with the Company.
1.11 LEGAL COMPLIANCE
Members must comply with all federal, state and local statutes, regulations and ordinances concerning the operation of their business. Members are responsible for their own managerial decisions and expenditures including all estimated income and self-employment taxes.
1.12 NO EXCLUSIVE TERRITORIES
No franchise is granted and there are no exclusive territories for sales or sponsoring purposes. No geographical limitations exist on sponsoring or selling within the United States; provided, however, that Company reserves the right not to sell product or services or contract with Members in specified states within the United States.
SECTION TWO: TERM & RENEWAL
Subject to the terms of Section 4.01, the Agreement shall have a term which shall begin on the date of acceptance by Company and end one month from the date thereof (the “Anniversary Date”).
Members must renew monthly, on the Anniversary Date and Member has the right to decline to renew at their sole discretion. Company may require that Members execute a new Agreement upon renewal. Members not renewing by the renewal date shall be deemed to have voluntarily terminated their Member relationship with Company, and thereby lose their Member entity, all sponsorship rights, their position in the Compensation Plan and all rights to commissions and bonuses. Members who fail to renew their Member status may not reapply under a new sponsor for three (3) months after non-renewal.
SECTION THREE: SPONSORSHIP
Members may sponsor other Members into Company's business. Members must ensure that each potential new Member has reviewed and has had access to the current Policies and Procedures, Terms and Conditions and Compensation Plan prior to or when giving the individual an Agreement.
3.02 MULTIPLE AGREEMENTS
If an applicant submits multiple Members which list different sponsors, only the first completed Agreement received by Company will be accepted.
3.03 TRAINING REQUIREMENT
A Sponsor must maintain an ongoing professional leadership association with Members in his or her organization and must fulfill the obligation of performing a bona fide supervisory or sales function in the sale or delivery of products and services.
3.04 INCOME CLAIMS
Members must truthfully and fairly describe the Compensation Plan. No past, potential or actual income claims may be made to prospective Members, nor may Members use their own incomes as indications of the success assured to others. Commission checks may not be used as marketing materials. Members may not guarantee commissions or estimate expenses to prospects.
3.05 TRANSFER OF SPONSORSHIP
The company does not permit the transfer of sponsors. Network Marketing is a business of creating relationships. Once a Member is sponsored, the company believes in maximum protection of that relationship. The only exception is upon prior written approval of Company to correct ethical violations as determined at the sole discretion of Company.
3.06 CROSS SPONSORING
Member may not sponsor, or attempt to sponsor, any non personally sponsored Members in any other Network Marketing Company. In addition, no Member may participate in any action that causes another Member to be sponsored through someone else into another network marketing company.
SECTION FOUR: RESIGNATION/TERMINATION
4.01 VOLUNTARY RESIGNATION
a) Member may voluntarily terminate his or her Member status by sending thirty (30) days written notice of such resignation or termination to Company. Voluntary resignation is effective upon receipt of such notice by Company.
b) Member who resigns or terminates their Member status may reapply as Member, three (3) months after resignation.
Member may be suspended for violating the terms of his or her Agreement, which includes these Policies and Procedures, the Terms and Conditions and the Compensation Plan and other documents produced by Company. When a decision is made to suspend a Member, Company will inform the Member in writing that the suspension has occurred effective as
of the date of the written notification, the reason for the suspension and the steps necessary to remove such suspension (if any). The suspension notice will be sent to the Members “address on file” pursuant to the notice provisions contained in the Policies and Procedures and Terms and Conditions. Such suspension may or may not lead to termination of the Member as so determined by Company at its sole discretion. If the Member wishes to appeal, Company must receive such appeal in writing within fifteen (15) days from the date of the suspension notice. Company will review and consider the suspension and notify the Member in writing of its decision within thirty (30) days from the date of the suspension notice. The decision of Company will be final and subject to no further review. Company may take certain action during the suspension period, including, but not limited to, the following:
a) Prohibiting the Member from holding himself or herself as Member or using any of Company's proprietary marks and/or materials;
b) Withholding commissions and bonuses that are due the Member during the suspension period;
c) Prohibiting the Member from purchasing services and products from Company; and/or;
d) Prohibiting the Member from sponsoring new Members, contacting current Members or attending meetings of Members.
If Company, at its sole discretion, determines that the violation which caused the suspension is continuing, and has not satisfactorily been resolved or a new violation involving the suspended Member has occurred, the suspended Member may be terminated.
Member may be immediately terminated for violating the terms of his or her Agreement, which includes these Policies and Procedures, Terms and Conditions and the Compensation Plan and other documents produced by Company upon written notice. Company may terminate a violating Member without placing the Member on suspension, at Company's sole discretion. When the decision is made to terminate Member, Company will inform the Member in writing at the address in the Member's file that the termination has occurred.
If Member wishes to appeal the termination, Company must receive the appeal in writing within fifteen (15) days from the date of notice of termination. If no appeal is received
within the fifteen (15) day period, the termination will automatically be deemed final. If Member files a timely notice of appeal, Company will review the appeal and notify the Member of its decision within ten (10) days after receipt of the appeal. The decision of Company will be final and subject to no further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice.
4.05 EFFECT OF TERMINATION
Immediately upon termination, the terminated Member:
a) Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationary or advertising referring to or relating to any product, plan or program of Company.
b) Must cease representing themselves as Member of Company;
c) Loses all rights to his or her Member position in the Compensation Plan and to all future commissions and earnings resulting therefrom;
d) Must take all action reasonably required by Company relating to protection of Company's confidential information. Company has the right to offset any amounts owed by Member to Company including, without limitation, any indemnity obligation incurred pursuant to Section 11.01 herein, from commissions or other compensation due to the Member.
The acceptance of any reapplication of a terminated Member or the application of any family member of a terminated Member shall be at the sole discretion of Company and can be denied.
4.07 STATE LAWS
Where state laws on termination are inconsistent with this policy, the applicable state law shall apply.
SECTION FIVE: TRANSFERABILITY
5.01 ACQUISITION OF BUSINESS
Any Member desiring to acquire an interest in another Member's business must first terminate his or her Member status and wait three (3) months before becoming eligible for such a purchase. All such transactions must be fully disclosed and must be approved by Company in advance.
5.02 TRANSFERS OF MEMBERS
Except as expressly set forth herein, Member may not sell, assign or otherwise transfer his or her Member entity (or rights thereof) to another Member or to an individual which has an interest in Member entity. Notwithstanding the foregoing, Member may transfer his or her Member entity to his or her sponsor, subject to the conditions of Section 5.03. In such an event, the sponsor's entity and the transferring Members entity shall be merged into one entity.
5.03 CONDITIONS TO TRANSFERABILITY
Members may not sell, assign, merge or transfer his or her Member entity (or rights thereto) without the prior written approval of Company and compliance with the following conditions:
a) Company possesses the right of first refusal with respect to any sale, assignment, transfer or merger of any Member entity. Member wishing to sell, assign, transfer or merge his or her Member entity must first provide Company with the right and option to make such a purchase or receive such transfer in writing on the same terms and conditions as any outstanding or intended offer. Company will advise the Member within ten (10) business days after receipt of such notice of its decision to accept or reject the offer. If Company fails to respond within the ten (10) day period or declines such offer, the Member may make the same offer or accept any outstanding offer which is on the same terms and conditions as the offer to Company to any person or entity who is not a Member, married to, or a dependent of Member or who has any interest in Members entity;
b) The selling Member must provide Company with a copy of all documents which detail the transfer, including, without limitation, the name of the purchaser, the purchase price and terms of purchase and payment;
c) An office administration transfer fee of $100.00 must accompany the transfer documents;
d) The documents must contain a covenant made by the selling Member for the benefit of the proposed purchaser not to compete with the purchaser or attempt to divert or sponsor any existing Member for a period of one (1) year from the date of the sale or transfer;
e) Upon a sale, transfer or assignment being approved in writing by Company, the buying Member must assume the position and terms of agreement of the selling Member and must execute a current Agreement and all such other documents as required by Company; and
f) Company reserves the right, at its sole discretion, to stipulate additional terms and conditions prior to approval of any proposed sale or transfer. Company reserves the right to disapprove any sale or transfer, where allowed by law.
5.04 CIRCUMVENTION OF POLICIES
If it is determined, at Company's sole discretion, that Member entity was transferred in an effort to circumvent compliance with the Agreement, the Policies and Procedures, Terms and Conditions or the Compensation Plan, the transfer will be declared null and void. The Member entity will revert back to the transferring Member, who will be treated as if the
transfer had never occurred from the reversion day forward. If necessary and at Company's sole discretion, appropriate action, including, without limitation, termination, may be taken against the transferring Member to ensure compliance with the Policies and Procedures and Terms and Conditions.
Notwithstanding any other provision of this Section, upon the death of Member, the Membership will pass to his or her successors in interest as provided by law. However, Company will not recognize such a transfer until the successor in interest has executed a current Agreement and submitted certified copies of the death certificate, will, trust or other instrument required by Company. The successor will thereafter be entitled to all the rights and be subject to all the obligations of a Company Member.
Any Member who transfers his or her Membership must wait for three (3) months after the effective date of such transfer before becoming eligible to reapply to become a Member.
SECTION SIX: PROPRIETARY INFORMATION
6.01 CONFIDENTIALITY AGREEMENT
During the term of the Agreement, Company may supply to Members confidential information, including, but not limited to genealogical and Downline reports, customer lists, customer information developed by Company or developed for and on behalf of Company by Members (including, but not limited to, credit data, customer and Member profiles and product purchase information), Member lists, manufacturer and supplier information, business reports, commission or sales reports and such other financial and business information which Company may designate as confidential. All such information (whether in written or electronic format) is proprietary and confidential to Company and is transmitted to Members in strictest confidence on a “need to know” basis for use solely in Members business with Company. Members must use their best efforts to keep such information confidential and must not disclose any such information to any third party, or use this information for any non-company activity directly or indirectly while a Member and thereafter.
Members must not use the information to compete with Company or for any purpose other than promoting Company's program and its products and services. Upon expiration, non-renewal or termination of the Agreement, Members must discontinue the use of such confidential information and promptly return any confidential information in their possession to Company.
6.02 COPYRIGHT RESTRICTIONS
With respect to product purchases from Company, Members must abide by all manufacturers' use restrictions and copyright protections.
6.03 VENDOR CONFIDENTIALITY
Company's business relationships with its vendors, manufacturers and suppliers are confidential. Members must not contact, directly or indirectly, or speak to, or communicate
with any supplier or manufacturer of Company except at Company sponsored events at which the supplier or manufacturer is present at the request of Company.
SECTION SEVEN: TRADEMARKS, LITERATURE & ADVERTISING
Companies name trademarks, service marks and copyrighted materials are owned by the Company. The use of such marks and materials must be in strict compliance with these Policies and Procedures.
7.02 ADVERTISING & PROMOTIONAL MATERIALS
Only the promotional and advertising materials produced by the Company or approved in advance in writing by Company may be used to advertise or promote a Member's business or to sell products and services of Company. Company's literature and materials may not be duplicated or reprinted without the prior written permission.
7.03 USE OF COMPANY NAME
Members may use the name of Company only in the following format: “Independent Member for Time and Money, Inc.”.
7.04 STATIONERY AND BUSINESS CARDS
Members are not permitted to “create” their own stationery, business cards or letterhead graphics, if Company's trade name or trademarks are used. Only the approved Company's graphics version and wording are permitted.
7.05 ELECTRONIC ADVERTISING
Members may not advertise or promote their Member business or Company's business, products or marketing plan or use Company's name in any electronic media or transmission, including on the Internet via web sites or otherwise, without the prior written approval of Company's legal department.
7.06 TELEPHONE LISTING
Members are not permitted to use Company's trade name in advertising their telephone and telecopy numbers in the white or yellow page sections of the telephone book. Members are not permitted to list their telephone numbers under Company's trade name without first obtaining Company's prior written approval. If approval is granted for an “800” listing, it must be stated in the following manner: “Independent Member for Time & Money”.
7.07 TELEPHONE ANSWERING
Members may not answer the telephone by saying “Time and Money, Inc.,” or in any other manner that would lead the caller to believe that he or she has reached the offices of the Company.
7.08 IMPRINTED CHECKS
Members are not permitted to use the Time & Money, Inc. trade name or any of its trademarks or service marks on their business or personal checking accounts.
7.09 MEDIA INTERVIEWS
Members are prohibited from granting radio, television, newspaper tabloid or magazine interviews or using public appearances, public speaking engagements, or making any type of statement to the public media to publicize the Company, its products or Company businesses, without the express prior written approval of Company. All media inquires should be in writing and referred to Company's corporate office, legal department.
No endorsements by a Company officer or administrator or third party may be asserted, except as expressly communicated in Company literature and communications. Federal and state regulatory agencies do not approve or endorse direct selling programs. Therefore, Members may not represent or
imply, directly or indirectly, that Company's programs, products or services have been approved or endorsed by any governmental agency.
Members may not produce or reproduce for sale or personal use products sold by Company or any Company-produced literature, audio or video material, presentations,
events or speeches, including conference calls. Video and/or audio taping of Company meetings and conferences is strictly prohibited. Members may not produce any audio or video recordings, literature, books, or sales aids relating to being a Member of the Company.
7.12 REPACKAGING PROHIBITED
Members may not repackage products or materials of Company.
7.13 INDEPENDENT COMMUNICATIONS
Members, as Independent Contractors, are encouraged to distribute information and give direction to their respective Downlines. However Members must identify and distinguish between personal communications and the official communications of Company.
SECTION EIGHT: PAYMENT OF COMMISSIONS
8.01 BASIS FOR COMMISSIONS
Commissions and other compensation cannot be paid until a completed Agreement has been received and accepted by Company. Commissions are paid ONLY on the sale of Company services, products, and select Sales materials. No commissions are paid for Sponsoring Members. In order to receive commissions on products and services sold, Company must have received and accepted an Agreement prior to the end of the commission period in which the sale is made. Members must have an active membership at the time the software processes the commission to be eligible to receive commission for that period. Member must have a Social Security Number (Canadian Social Insurance Number) entered into the website when the commission processes to qualify for commissions.
8.02 COMMISSION PERIOD
A business period refers to the time period opening on the first (1st) day of the commission period and extending up until order entry closes on the last business day of the period (Midnight 12a.m. Mountain Time). Company offices are open Monday through
Friday 9 a.m.-5 p.m. Mountain Time, with the exception of certain holidays as posted by Company.
8.03 COMMISSION PAYMENTS
Commissions are paid to Members as defined within the Compensation Plan. Members must consult the Compensation Plan for a detailed explanation of the benefits, commission structure and requirements of the Compensation Plan.
8.04 OFFSET OF COMMISSIONS
Any commissions or bonuses earned and paid on products returned is the obligation of and must be repaid to Company by Members earning such commissions. Company has the right to offset such amounts against future commissions and other compensation paid or owed to such Members who received commissions.
SECTION NINE: PURCHASE & SALE OF PRODUCTS
9.01 STOCKPILING PROHIBITED
The success of Company depends on retail sales to the ultimate consumer; therefore all forms of stockpiling are prohibited. Company recognizes that Members may wish to purchase certain products for their own use. However, Company strictly prohibits the purchase of products in
unreasonable amounts and prohibits the purchase of products only or primarily to qualify for compensation.
9.02 RETAIL SALES RULES
Members must save a copy of the Retail Sales Slip given to retail customers; receipt shall be fully completed and include the name, address and phone number of each retail customer and, upon request by Company, provide copies of such receipts to Company. If Company determines that retail sales were not actually made, the Member must repay Company all commissions earned during the calendar period in which the retail sales were to have been made.
9.03 OVER 70% RULE
In order to receive commissions, Members must certify on each product order form that they have sold over seventy percent (70%) in dollar value of all products and commissionable services previously purchased by the Member at wholesale from the company to Non-Member consumers. Members shall maintain retail sales records available to the company for inspection on request.
9.04 ORDERING METHODS
All orders submitted to Company shall have the Member Identification Number placed thereon to assist Company in crediting the appropriate Member.
9.05 PAYMENT OPTIONS
Purchases may be paid by cashier's check, debit card, money order, or major credit card. The Member and retail customers are responsible for paying the costs of any returned checks plus an administrative fee charged by Company, which fee may change at any time based on past payment history of the customer. If an underpayment is made, the order will not be processed until the full amount is received by Company. If an overpayment is made, Company will process the order and issue a credit to Member's account, which will automatically refund on the next commission check paid to Member. Orders will not be processed if cancellation of a credit card is made. Orders for products are not effective until accepted by Company. To expedite shipping, Members may authorize Company to keep a valid credit card on file as security for payment. Overdue amounts will accrue interest at the annual rate of 18% or higher if permitted by law.
9.06 SHIPPING AND HANDLING POLICY
Subject to availability all products will be shipped by USPS or other similar service within approximately three (3) business days of receipt of payment. Payment for products shall be made at time of order. At Member's option, the product may be shipped to a customer's designated “Ship-To address”, or to the Member.
9.07 PRODUCT DELIVERY
Upon clearance of payment, the products and materials ordered will be shipped.
9.08 BACK ORDER POLICY
Company will expeditiously ship all products currently in stock. Any out-of-stock items (unless discontinued) will be placed on back order and distributed upon Company receiving additional inventory. Member will be charged and granted commissions on back ordered items once they are shipped unless notified of the discontinuance of such product. Back orders may be cancelled upon Member's request and will create a credit on the Member's account.
9.09 DAMAGED GOODS
The shipping company is responsible for any damage that occurs after it takes physical custody of the products. A Member who receives damaged goods should follow this procedure:
a) Accept delivery;
b) Before the driver leaves, document on the delivery receipt the number of boxes which seem to be damaged and have the driver acknowledge the damage in writing;
c) Save the damaged products or boxes for inspection by the shipping agent;
d) Make an appointment with the shipping company to have the damaged goods inspected, and call the Company Customer Service Department.
9.10 SHIPPING LOSS
In the event Member or a consumer does not receive a product order from Company in a timely fashion, the individual should contact the Sales Department at Time and Money, Inc..
9.11 REFUSED SHIPMENTS
Should Member refuse delivery on any order he or she has placed with Company and such product is subsequently returned to Company; Company shall have the right to place that Member on suspension pending resolution of the refusal of delivery. Neither Member nor a consumer shall refuse any shipment from Company unless prior approval of Company has been obtained.
9.12 PRICING POLICY
Company will furnish Members with a discount from its published retail prices in its then current consumer catalog or order form in accordance with its policies. This discount does
not apply to literature, business aids, gifts or special promotional items. Prices for Company's products, services and literature are subject to change without prior notice.
Members must provide all retail purchasers of Company's products with written receipts.
9.14 RETAIL PRICING
Company provides a suggested retail price as a guideline.
9.15 PROMOTIONAL ITEMS
All promotional items which bear Company name or logo must be purchased solely from Company unless prior written permission is obtained from Company.
9.16 SALES TAX
Company collects sales tax on taxable items only for Members that are residents of the state of Idaho. Outside of Idaho and internationally, Members are responsible to collect and remit sales tax on personal retail sales to the appropriate tax agencies.
9.17 PLACE OF SALE
Company's products may be sold at or displayed by any retail outlet, including, but not limited to supermarkets or food stores, flea markets or swap meets, permanent restaurant displays, bars or night clubs or any such similar establishment, convenience stores, gas stations or internet websites.
9.18 PRODUCT & SERVICES CLAIMS
Members may make no claim, representation or warranty concerning any product or service of Company, except those expressly approved in writing by Company or contained in official Company materials.
9.19 FAX BLASTS, SPAMMING
Fax blasting and unsolicited e-mailing (SPAMMING) is prohibited.
SECTION TEN: RETAIL GUARANTEE & REFUND POLICY
10.01 RETAIL CUSTOMER GUARANTEE
Member offers a thirty (30) day, 100% money-back, and satisfaction guarantee to all retail customers. If a retail customer is dissatisfied with any product for any reason, then the retail customer may return that product in its original package and shipping container to the Member who sold the product within thirty (30) days of purchase, for either replacement or a full refund of the purchase price. All other warranties and guarantees are disclaimed.
Except as expressly stated herein, Company makes no warranty or representation as to the merchantability, fitness for a particular purpose, workmanship or any other warranty concerning any product or service purchased from or through Company.
10.03 RETURN POLICIES
To return products you must obtain a return merchandise authorization (RMA) and return the products within 7 days after you receive the RMA. Company will refund the original purchase price of products, and related sales taxes. SHIPPING & HANDLING FEES ARE NOT REFUNDABLE. YOU ARE RESPONSIBLE FOR PRODUCTS UNTIL Company RECEIVES THEM. YOU WILL BE CHARGED A RESTOCKING FEE OF 10% TO RETURN PRODUCTS. Returned products must be in the same condition as you received them. THIS RETURN POLICY IS NOT A WARRANTY.
NOTE: Company will not accept for return any products you purchased from a Reseller. In order to properly process a refund or exchange, Members must follow the steps and conditions set forth below:
All returns to Company must be accompanied by:
a) A signed statement from the retail customer identifying the reason for the return;
b) A copy of the original retail sales receipt; and
c) The name, address and telephone number of the retail customer
d) Company will prepay the cost of shipping the replacement product(s).
Member request for refund may, at company's option, be treated as a termination of the Membership.
10.04 BUYER'S RIGHT TO CANCEL
Federal law grants a buyer the right to cancel certain sales without penalty prior to midnight of the third business day after the transaction. This rule covers retail consumer sales of $25.00 or more that occur away from the seller's main office. Members must orally inform the buyer of the three-day right to cancel at the time the buyer purchases the goods and deliver 2 three-day cancellation notices to every customer.
SECTION ELEVEN: GENERAL PROVISIONS
11.01 INDEMNITY AGREEMENT
Each and every Member agrees to indemnify and hold harmless Company, its shareholders, officers, directors, employees, agents and successors in interest from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and attorneys' fees, asserted against or suffered or incurred by any of them, directly or indirectly arising out of or in any way related to or connected with
allegedly or otherwise, the Members (a) activities as Member; (b) breach of the terms of the Agreement; and/or (c) violation of or failure to comply with any applicable federal, state or local law or regulation.
11.02 PROCESSING CHARGES
Company reserves the right to institute a processing charge for commission checks and/or genealogy requests.
11.03 OTHER SERVICES & PRODUCTS
Members may not promote or sell another company's products or services at functions organized to feature Company's products. Members are not restricted from selling other company's services and products which are not similar to or competitive with the products
and services of Company. However promotion of competitive services, products and/or business programs with anyone, including Members, is strictly prohibited.
To the extent permitted by law, Company shall not be liable for, and each Member releases Company from, and waives all claims for any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by Member as a result of (a) the breach by Member of the Agreement and/or the Terms and Conditions and/or the Policies and Procedures; (b) the operation of Member's business; (c) any incorrect or wrong data or information provided by Member; or (d) the failure to provide any information or data necessary for Company to operate its business, including, without limitation, the enrollment and acceptance of Member into the Compensation Plan or the payment of commissions and bonuses.
Company encourages all Members to keep complete and accurate records of all their business dealings.
11.06 FORCE MAJEURE
Company shall not be responsible for delays or failure in performance caused by circumstances beyond a party's control, such as but not limited to: fire, flood, earthquake, storm, power outages, labor difficulties, strikes, war, government decrees or orders and/or curtailment of a party's usual source of supply.
It is the obligation of every Member to abide by and maintain the integrity of the Policies and Procedures and Terms and Conditions. If Member observes another Member committing a violation, he or she should discuss the violation directly with the violating Member. If the Member wishes to report such violation to Company, he or she must detail violations in writing only and mark the correspondence “Attention: Legal Department”.
Company reserves the right to amend the Agreement, Policies and Procedures, Terms and Conditions, its retail prices, product and service availability and the Compensation Plan type at any time without prior notice as it deems appropriate. Amendments will be
communicated to Members through official Company website and or official Company publications. Amendments are effective and binding upon submission to the Company website. In the event any conflict exists between the original documents or policies and any such amendment, the amendment will control.
11.09 NON-WAIVER PROVISION
No failure of Company to exercise any power under these Policies and Procedures or to insist upon strict compliance by Member with any obligation or provision herein, and no custom or practice of the parties at variance with these Policies and Procedures, shall constitute a waiver of Company's right to demand exact compliance with these Policies and Procedures. Company's waiver of any particular default by Member shall not affect or impair Company's rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any other Member. No delay or omissions by Company to exercise any right arising from a default effect or impair Company's rights as to that or any subsequent or future default. Waiver by Company can be affected only in writing by an authorized officer of Company.
11.10 GOVERNING LAW
The Agreement and these Policies and Procedures shall be governed by the laws of the State of Idaho.
In the event a dispute arises between the Company and a Member regarding their respective rights, duties under this agreement, or in the event of a claim of breach of the Member Agreement, it is agreed that such dispute shall be exclusively resolved pursuant to binding arbitration under the Commercial Rules of the American Arbitration Association with arbitration to occur at Carey, ID United States . The Arbitrator may award, in addition to declaratory relief, contractual damages and shall award reasonable attorney’s fees and costs to the prevailing party. An award of attorney’s fees and costs shall continue through any review, appeal or enforcement of an arbitration decision. The arbitration decision may be enforced in any court of competent jurisdiction. This provision shall not be construed so as to prohibit either party from obtaining preliminary or permanent injunctive relief in any court of competent jurisdiction. The parties each expressly waive their right to collect consequential, punitive and exemplary damages from the other party.
11.12 ENTIRE AGREEMENT
The Policies and Procedures are incorporated into the Agreement and, along with the Terms and Conditions and Compensation Plan, constitute the entire agreement of the parties regarding their business relationship.
If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement, including these Policies and Procedures and Terms and Conditions, or any specification, standard or operating procedure which Company has prescribed is held to be invalid or unenforceable, Company shall have the right to modify the invalid or unenforceable provision, specification, standard or operating procedure or any portion thereof to the extent required to be valid and enforceable, and the Member shall be bound by any such modification. The modification will be effective only in the jurisdiction in which it is required.
11.14 LIMITATION OF DAMAGES
TO THE EXTENT PERMITTED BY LAW, COMPANY AND ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES, SHALL NOT BE LIABLE FOR, AND MEMBER HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM FOR LOSS OF PROFIT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY ARISE OUT OF ANY CLAIM WHATSOEVER RELATING TO COMPANY PERFORMANCE, NONPERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN ANY COMPANY AND COMPANY, WHETHER
SOUNDING IN CONTRACT TORT OR STRICT LIABILITY. COMPANY SHALL NOT EXCEED AND IS HEREBY EXPRESSLY LIMITED TO, THE AMOUNT OF UNSOLD COMPANY SERVICES AND/OR PRODUCTS OF COMPANY OWNED BY THE MEMBER AND ANY COMMISSIONS OWED TO THE MEMBER.
Any communication, notice or demand of any kind whatsoever which either the Member or Company may be required or may desire to give or to serve upon the other shall be in writing and delivered by electronic communication whether by telex, telegram, Email or telecopy (if confirmed in writing sent by registered or certified mail, postage prepaid, return receipt requested). Any such communication, notice or demand shall be deemed to have been given or served on the date of confirmed dispatch, if by electronic communication, or on the date shown on the return receipt or by other evidence if delivery is by mail.
Time and Money, Inc.
Box 75 Carey, ID 83320