The following Policies and Procedures become effective August 01, 2003. These Policies and Procedures supersede and replace any previous versions of the Policies and Procedures for Xtream Studio hereafter referred to as the Company (See Definitions Section). In addition, any express term, course of performance, or course of dealing established under a previous version of the Policies and Procedures is no longer valid or recognized by the Company. These Policies and Procedures, the Sales Compensation Plans describing the compensation structure, and other documents of the Contract (See Definitions Section), constitute the complete agreement between an Affiliate and the Company. In order to protect the rights of Affiliates who comply with provisions of the Contract, failure to comply with the provisions of any of these documents may result in the termination of an Affiliate Organization, the loss of an Affiliate's rights to receive a Bonus or other remedies outlined in the Contract. The Company reserves the right to modify any of these documents at any time at its sole discretion. It is the responsibility of the Affiliate to remain in compliance with the Policies and Procedures and to check the site often for future updates. Gender specific pronouns are randomly alternated throughout the Policies and Procedures.
CODE OF ETHICS
Xtream Studio Sales Affiliate Network has made a commitment to provide products of the finest quality. In turn, the company expects Its Independent Sales Affiliates to reflect that image in their relationships with Customers and other Sales Affiliates.
As an Independent Sales Affiliate you are generally free to operate your business as you see fit, providing it is within the boundaries of these Policies and Procedures, but it is to our mutual, long-term advantage if you act according to the highest standards of integrity and fair practice in your role as a Xtream Studio Sales Affiliate Network Sales Affiliate.
The Code of Ethics, therefore, states-
As an Independent Xtream Studio Sales Affiliate:
¨ I will conduct my business in an honest, ethical manner at all times.
¨ I will make no representations about the benefits and savings associated with Xtream Studio’s products or services other than those contained in officially approved corporate literature and videos.
¨ I will provide support and encouragement to my customers to ensure that their experience with the Xtream Studio Sales Affiliate Network is a successful one.
¨ (Area Manager Only) I will motivate and actively work with members of my downline
organization to help them build their Xtream Studio Sales Affiliate Network business.
¨ I will refrain from exaggerating my personal income or the income potential in general and will stress to Sales Affiliate candidates the level of effort required to succeed in the business.
¨ I will not make disparaging remarks about other products, services, Sales Affiliates, or companies; likewise, I will not willfully denigrate the activities or personalities of fellow Xtream Studio Sales Affiliate Network Sales Affiliates or corporate employees and individuals. The covenants, rules, regulations, and Policies, unless otherwise stipulated, shall be enforceable and binding for a period of 90 days after any termination or resignation.
¨ I will abide by all of the Policies and Procedures of Xtream Studio Sales Affiliate Network as included herein, or as may be amended from time to time.
Section 1: Definitions
Authorized Country: any country designated in writing by the Company as officially opened for business to all Affiliates.
Bonus: compensation paid by the Company to an Affiliate based on the volume of products or services sold by an Affiliate and her group upon meeting all requirements as set forth in the Sales Compensation Plans. Bonus and Commission pay periods are calculated on a calendar-month basis.
Business Activity: any activity by an Affiliate including signing an Affiliate Agreement, purchasing products from or returning products to the Company, sponsoring new Affiliates, or other activities that the Company, in its sole discretion, determines to be a meaningful promotion of the Company's business.
Company Approved Sales Aids: marketing materials approved for use in specific countries designated in writing by the Company.
Company: Gold Access, Inc., DBA Xtream Studio
Contract: the agreement between an Affiliate and the Company composed of these Policies and Procedures; the Sales Compensation Plans; Affiliate Agreement; Partnership/Corporation Forms; and Supplemental services, International Area Manager and other international agreements. The Contract is the complete and only agreement between the Company and an Affiliate.
Corporation: any business entity such as a corporation, partnership, limited liability company, or other form of business organization legally formed under the laws of the state in which it was organized.
Fulfillment Center: a product warehouse and distribution facility either independently owned and operated by the Company or contracted out by the Company.
Affiliate: a collective name for both Digital Media Consultants and the Area Managers. An Affiliate is an independent contractor authorized by the Company to purchase and retail products and services, and receives Bonuses in accordance with the requirements of the Sales Compensation Plans. An Affiliate’s relationship to the Company is governed by the Contract. More than one Person may be included on an Affiliate Agreement. In such a case, "Affiliate" refers to all Persons collectively, although each Person individually has all the Affiliate rights.
Affiliate Organization: the business entity created as Affiliates enter into a contractual relationship with the Company.
Downline Organization: a group of Affiliates either directly sponsored or signed by those in a direct chain of sponsorship(
AM) or placed by the company under the AM downline.
Independent Warehouse: an independently owned warehouse authorized by the Company to distribute products and Sales Aids.
International Area Manager: an Affiliate in good standing, authorized under an International Area Manager Agreement to act as An Area Manager in an Authorized Country outside the country, territory, or other political jurisdiction in which that Affiliate first established an Affiliate Organization with the Company.
Partnership/Corporation Form: a supplemental document to the Affiliate Agreement. The Partnership/Corporation Form must be completed and signed by a partnership, corporation, or other legal entity (See Corporation definition) applying to become an Affiliate. The Partnership/Corporation form should list all Persons who are partners, shareholders, principals, officers, directors or members.
Person: an individual, corporation, partnership, or other legal entity.
Quota: the dollar value of products and/or services sold by an Affiliate in one calendar month.
Personalized Sales Aid: business cards, letterhead, stationery, envelopes, note pads, self-stick labels, name badges or imprinted with the Company names or logos and an Affiliate’s name, address, telephone number and other personal contact information.
Policies and Procedures: the policies governing how an Affiliate is to conduct his business as set forth in this document (including Supplemental Policies) and defining all rights and relationships of the parties.
Sales Aid: any material used in the offer or sale of products or services, recruitment of prospective Affiliates, or training of Affiliates, which makes reference to the Company, its affiliated companies or Divisions, the products, the Sales Compensation Plans, or the trade names or logos.
Sales Compensation Plans: the specific plan utilized by the Company that outlines the details and requirements of the compensation structure for Affiliates of the Company.
Digital Media Consultant: All entry-level Sales Affiliate who joined the Company to earn additional income and work independently.
Area Manager: An Affiliate who wants to take on a leadership role and mentor other Affiliates in his/her area can sign up to become an Area Manager and be responsible for all sales activities in one zip code (additional zip codes can be awarded to those who qualify). An AM can sign another Affiliate directly beneath his/her account in his/her Downline Organization. An Area Manager will have the responsibility to train and mentor those in his/her Downline Organization and to reward such effort an Area Manager is entitled to earn overrides from the sale of those Affiliates.
Enrollment Kit: the Enrollment Kits are non-commissionable, not-for-profit kits and the purchase of such kit is the only purchase required to become an Affiliate. The Enrollment Kit contains the Policies and Procedures, the Sales Compensation Plans, an Affiliate Agreement, a Partnership/Corporation Form, business card CDs, training manual and other sales and demonstration materials to assist an Affiliate in starting and conducting their independent business.
Personal Marketing Kit: the Personal Marketing Kit is a custom-designed XtreamPlayer that includes an up-to-1-minute video of the Affiliate who purchased the kit with lifetime 500 monthly views. The Personal Marketing Kit is considered an optional commissionable marketing tool that can contribute to the success of the Affiliate.
Section 2: Becoming a Sales Affiliate
A Person may become an Affiliate by purchasing an Enrollment Kit. The Application Process shall incorporate by reference these Policies and Procedures, the Terms and Conditions, and the Compensation Plan. By purchasing a kit, enrolling as a customer, or engaging in any other manner on the Company site, the Affiliate acknowledges acceptance of these Policies and Procedures and agrees to be bound by the provisions of these documents. Should it be determined that the documents are in any manner contradictory or inconsistent, the contradictory or inconsistent provision shall be interpreted in the manner consistent with the Terms and Conditions of the Application.
No other purchases are required; product and service purchases are optional. The Affiliate is bound by the Contract as set forth in Affiliate Agreement. The Company reserves the right, in its sole discretion, to refuse to accept any application for Affiliate Organization.
Upon request by the Company, an Affiliate must provide proof of residency and proof of her ability to legally conduct business in the country that corresponds with the Affiliate's Affiliate Agreement. If an Affiliate fails to provide that documentation, the Company may declare an Affiliate Agreement void from its inception.
For a Corporation, the following requirements must be met:
• The Affiliate Agreement must be signed by all participants of the Corporation. Upon request by the Company, each participant of the Corporation must provide proof of residency and proof of the ability to legally conduct business in the country which corresponds with the Corporation’s Affiliate Agreement. If a participant fails to provide that documentation, the Company, at its election, may declare the Affiliate Agreement void from its inception
• a Partnership/Corporation Form must be completed and signed by all participants in a business entering an Affiliate Agreement. In the case of a Corporation, the Partnership/Corporation Form must contain the names and Social Security Numbers of the principal officers (president, vice-president(s), secretary, and treasurer), members of the board of directors, and all shareholders. In the case of a partnership, the Partnership/Corporation Form must contain the names and Social Security Numbers of all general and limited partners, or members
• a Corporation must provide the Company with a Federal Employer's Identification Number; and an Affiliate may not convey, assign, or otherwise transfer any right conveyed by the Affiliate Contract to any Person without the express, prior written consent of the Company. The Affiliate may delegate his responsibilities but is ultimately responsible for insuring compliance with the Contract and applicable laws and regulations. Any Person working with or for the Affiliate as part of her Affiliate Organization will do so only under the Affiliate’s direct supervision.
An applicant or Affiliate is prohibited from submitting any false or inaccurate information to the Company. An Affiliate must inform the Company of any changes affecting the accuracy of the Affiliate Agreement or Partnership/Corporation Form. The Company reserves the right to immediately terminate an Affiliate Organization, or declare the Affiliate Agreement void from its inception, if the Company determines that false or inaccurate information was provided.
Changes to an Affiliate Organization must be submitted on a new Affiliate Agreement or Partnership/Corporation Form with "Amended" written across the top. The document must be signed by all parties to the Affiliate Organization, and returned to the Company.
The Company charges a fee to change an Affiliate Identification Number. There is no charge for a change of address, telephone number, addition of Persons, or the correction of clerical errors.
A Person becomes an approved Affiliate on the date the Affiliate Agreement is successfully processed online during the online enrollment procedure. A Person must become an enrolled Affiliate by the last working day of the month at midnight Eastern Standard Time in order to be included in that month’s Bonus and qualification computations. It behooves Affiliates to ensure that their credit cards transactions are completed successfully earlier than at the last moment. The Company will be held harmless if a credit card payment needed to qualify for commissions and bonuses is not received.
Section 3: Restrictions on Becoming an Affiliate
An applicant must be of legal age in her state of residence (usually 18 years old).
An Affiliate may not have a simultaneous beneficial interest or participate in more than one Affiliate Organization. A beneficial interest includes but is not limited to any ownership interest, any rights to present or future benefits, financial or otherwise, rights to purchase at wholesale prices, recognition or other tangible or intangible benefits associated with an Affiliate Organization. An individual has a beneficial interest in the Affiliate Organization of a spouse or co-habitant. If a spouse or co-habitant of an Affiliate wishes to become an Affiliate, he must be added to the Affiliate Organization previously formed by the spouse or co-habitant – under no circumstances may a married couple be enrolled in different organizational lines. One partner must be the enroller of the other. No individual or entity may have more than one position, or any interest in more than one position, within the matrix of the company. Any attempts at dual-line enrolling will result in termination from the Company.
Any Person who should be listed on the Partnership/Corporation Form of a Corporation is considered to have a beneficial interest in the Affiliate Organization existing in the name of that Corporation. If that Person wishes to become an Affiliate, that Person must be added to the Affiliate Organization previously formed with that Corporation.
A Corporation is considered to have a beneficial interest in the Affiliate Organization existing in the name of any Person listed on its Partnership/Corporation Form. To become an Affiliate, that Corporation must be added to the Affiliate Agreement previously formed with that listed Person.
No Corporation may become an Affiliate if any Person who should be listed on the Corporation’s Partnership/Corporation Form is already an Affiliate under another Affiliate Agreement.
As used herein, "Business Activity" includes signing an Affiliate Agreement, purchasing products from or returning products to the Company, sponsoring new Affiliates, or other activities the Company, in its sole discretion, determines to be a meaningful promotion of the Company's business.
An Affiliate who has engaged in Business Activity may not at any time acquire an interest in or merge with a pre-existing Affiliate Organization under a different Area Manager.
An Affiliate may not have or acquire a present or future ownership interest in or establish another Affiliate Organization in the name of a family member or an unrelated individual.
An Affiliate may not encourage, entice, or otherwise assist another Affiliate to transfer to a different Area Manager. This includes, but is not limited to, offering financial or other tangible incentives for another Affiliate to terminate an existing Affiliate Organization and then re-sign under a different Area Manager.
In the event the Company concludes that an inappropriate line switch has occurred, in addition to other remedies listed in Section 6 the offending Affiliate may be penalized and the second-in-time Affiliate Organization shall be returned to and be merged with the first-in-time Affiliate Organization. The Company may also impose penalties on any Affiliate Organization that solicits or entices an existing Affiliate to change lines of sponsorship.
In the event of death, a Sales Affiliates’ heirs maintain his rights to commissions and marketing position. The commissions and marketing position as well as membership duties and responsibilities shall be passed to the successor in interest upon written notice to the Company. The Company requires a certificate of death and a certified copy of the will, trust or other legal document before the Company may affect transfer of the deceased Sales Affiliate’s membership to the named transferee. The successor Sales Affiliate is required to execute a new Xtream Studio Sales Affiliate Network application.
An Affiliate who wishes to change his status from that of an individual Affiliate to a participant in a Corporation Affiliate Organization under the same Area Manager may do so at any time, subject to applicable law and upon completion and delivery to the Company of the requisite Partnership/Corporation Form.
An Affiliate may dispose of, transfer, or otherwise assign her Affiliate Organization assets in any manner allowed by the Contract and applicable law (including sale, gift, or bequest) with the prior written consent of the Company, which will not unreasonably be withheld. Any assets that take the form of claims to compensation or satisfaction of contractual obligations, from or by the Company, will not be recognized as assets of the transferee on the records of the Company until the Company has received written notification of the transfer and has given its formal written approval. The Affiliate Organization transferred is subject to all remedial measures under the Contract that may have arisen prior to the transfer.
An Affiliate may not convey, assign, or otherwise transfer any right conveyed by the Contract to any Person or entity without the express, prior written consent of the Company, which consent will not be unreasonably withheld. Xtream Studio Sales Affiliate Network charges a nominal fee of $250.00 for this review process. An Affiliate may delegate her responsibilities but is ultimately responsible for ensuring compliance with the Contract and applicable laws. Xtream Studio Sales Affiliate Network reserves all rights to accept or reject any agreements of sale or transfer based on qualifications of purchaser, misrepresentation by seller, or any further issues that may arise resulting in potential detriment to Xtream Studio Sales Affiliate Network. In no event may the Sale be made in a situation that would cause purchaser to be in violation of these Policies and Procedures. Any Person working with or for the Affiliate as part of her Independent Affiliate Organization will do so only under the Affiliate’s direct supervision.
Section 4: Responsibilities of an Affiliate
• An Affiliate is an independent contractor.
• An Affiliate is not an agent, employee, partner, or joint venture with the Company. An Affiliate is prohibited from representing himself as such.
• An Affiliate must represent the products, services, and opportunity ethically and professionally.
• No representation or sales offers may be made relating to products and services which are not accurate and truthful as to price, grade, quality, performance, and availability.
• No unreasonable, misleading, or unrepresentative earnings claims may be made. No income guarantees of any kind may be made. Exhibiting actual or facsimile Bonus checks is prohibited.
• Only an Affiliate with the title of “Area Manager” can sponsor another Affiliate to join his/her organization.
• An Affiliate with the title of “Area Manager” may not solicit or entice any other Affiliate whom
he/she did not personally sponsor to sell or purchase products or services other than those offered by the Company. To do so constitutes an unwarranted and unreasonable interference with the contractual relationship between the Company and its Affiliates. The Affiliate agrees that a violation of this rule inflicts irreparable harm on the Company and agrees that injunctive relief is an appropriate remedy to prevent that harm.
• An Affiliate is responsible for his own business decisions and expenditures.
• Once a Sales Affiliate who has earned the title of “Area Manager” enrolls another Sales Affiliate, the enroller has the obligation to perform a genuine supervisory and training function so that the new member may succeed properly. Enrollers are to be advisors to their new downline members.
As advisors, they must have continuous contact, communications, and supervision with their complete sales organization at least twice-a-month. This includes, but is not limited to: written correspondence, telephone contact, email contact (if available), newsletters, personal meetings, training sessions, sharing genealogy information with those enrolled, and accompanying individualism to corporate events.
• Area Managers are REQUIRED to send monthly meeting report to the Company via email.
• An Affiliate must comply fully with the Contract.
• An Affiliate is personally responsible for compliance with all federal, state, and local laws and regulations.
• There are no exclusive territories or franchises; an Affiliate has the right to operate anywhere in the Affiliate’s country of residence.
• Affiliates may only conduct the business in Authorized Countries. An Affiliate, who wishes to conduct business in an Authorized Country outside the country of his or her legal citizenship, must ensure compliance with all applicable regulations of the Authorized Country. In addition, every Affiliate must sign an International Area Manager Agreement for conducting business in an Authorized Country outside of the United States which must be accepted by the Company prior to any international activity in the Authorized Country. The Company, in its sole discretion, reserves the right to reject or revoke the International sponsoring rights of an Affiliate in any Authorized Country.
The Company may take action against an Affiliate Organization as outlined in Section 6 of the Policies and Procedures and elsewhere in the Contract if the Company determines, in its sole discretion, that the Affiliate’s conduct or the conduct of any participant to the Affiliate Organization is detrimental, disruptive, or damaging to the reputation of the
Affiliate network or the Company.
Section 5: Sales Compensation Plans
An Affiliate receives no compensation for sponsoring other Affiliates.
An Affiliate is neither guaranteed a specific income nor assured any level of profit or success. An Affiliate’s profit and success can come only through the successful sale of products or services and in the case of Affiliate with the title of “Area Manager”, also the sales of those within his/her Downline Organization. All success is based on the efforts of the Affiliate and other outside factors.
Without affecting an Affiliate’s right to retail profits based on his sale of products or services, an Affiliate can receive a Bonus only if, on a monthly basis, he fulfills all requirements of the Sales Compensation Plans, including but not limited to, retail sales requirements for Bonuses in his primary Division, and is not in default of any material obligations under the Contract.
Each Affiliate receiving a Bonus agrees to retain documentation, for at least four years, evidencing retail sale of products and services in the month for which the Bonus was paid. Each Affiliate agrees to make this documentation available to the Company at the Company’s request. An Affiliate’s failure to do so constitutes a breach of the Contract and entitles the Company to recoup any Bonus paid for orders in a month for which retail sales documentation is not maintained.
In addition to any recoupment rights provided above, the Company reserves the right to recoup any Bonuses paid to any Affiliates on products or services:
• returned under the Company’s refund policy or exceptions thereto established by an authorized Distribution Center
• returned to an authorized Distribution Center under any applicable law
• returned in relation to any incident of Affiliate misconduct, including but not limited to unauthorized or misleading representations made either in connection with the offer or sale of any product or service, the opportunity or operation of the Sales Compensation Plans.
In recouping Bonus payments as provided in this Section 5, the Company, in its sole discretion, may require direct payment from an affected Affiliate or offset the amount of the recoupment against any present or future Bonus.
A Commission is paid by check issued in the name of the person listed in the Independent Contractor contract. If no individual name appears, a check will be issued to the Company Name indicated on the contract.
The commission check represents the final calculated amount of commissions and bonuses that the Affiliate earned during the commission period. The commission check shall be binding and final upon cashing or deposit. Commission checks will only be issued provided all qualifications are met. Any disputes in the amount of a commission check must be submitted within 15 calendar days of issuance.
Commission/Bonus checks will only be issued to the Affiliate when the company has received payments from the Affiliate’s clients during the commission period.
Commission/Bonus checks will be issued either in a physical check or by an electronic medium monthly at a cost of $2 per check. Only checks in the amount of $20 or more will be issued. Any commission/bonus amount less than $20 will accumulate until it has reached the $20 minimum check amount at which time it will be issued during the regular commission run. An Affiliate may request that a check for less than $20 be issued at a cost of $2 per check.
Commission/Bonus checks of $5,000.00 or more are sent via Federal Express or equivalent service. The cost will be approximately $10.00. An Affiliate may cancel this service at any time.
Bonus checks of $10,000.00 or more are sent via Federal Express or equivalent service at no cost to the Affiliate.
To the extent required by law, the Company will send notification of an Affiliate’s product or service purchases and Bonus payments to relevant tax authorities.
Section 6: Breach of Contract/Termination of Contract Procedures
An Affiliate’s rights under the Contract are conditioned upon and subject to the Affiliate’s continued performance in accordance with the terms of the Contract. Upon failure by an Affiliate to perform her obligations as set forth in the Contract, the Affiliate’s rights cease. The Company may excuse an Affiliate’s non-performance in whole or in part without waiving its rights and remedies under the Contract. Furthermore, in addition to, or in lieu of terminating the Contract, the Company may:
• Provide oral or written notification to the Affiliate of the Company’s concerns and of the Company’s intent to discontinue the Affiliate’s rights under the Contract if the Affiliate’s non-performance continues
• Closely monitor the Affiliate’s conduct over a specified period of time to ensure performance of the contractual duties by the Affiliate
• Require additional assurances by the Affiliate that performance will be in compliance with the Contract. Further assurances may include requiring the Affiliate to take certain actions in an effort to mitigate or correct the Affiliate’s non-performance
• Deny privileges that are awarded to Affiliates from time to time by the Company or cease performing the Company’s obligations under the Contract, including but not limited to, awards, recognition at corporate events or in corporate literature, participation in Company-sponsored events, placement of product or service orders, promotion within the Sales Compensation Plans, or participation by the Affiliate as an International Area Manager
• Discontinue or limit payment of Bonuses from all or any part of the Affiliate’s and Downline Organization’s sales based on the premise that because of the Affiliate’s non-compliance, the Affiliate is not entitled to Bonuses
• Reassign part or all of the Downline Organization to a different Area Manager
• Seek injunctive relief or other remedies available by law
The following procedure applies when the Company investigates an alleged violation of the Contract:
• The Company will either provide verbal notice or send a written notice of the alleged breach of Contract to the Affiliate. Each Affiliate agrees that the relationship between an Affiliate and the Company is entirely contractual. Accordingly, the Company will neither honor nor respect any claim by an Affiliate that the relationship is or has been quasi-contractual, has arisen by implication from any continuing practice or course of action, has been verbally authorized by an employee of the Company in contradiction of the terms of the Contract, or is otherwise implied in fact
• in a case when written notice is sent, the Company will give the Affiliate 10 (ten) business days from the date of dispatch of a notification letter during which the Affiliate may present all his information relating to the incident for review by the Company; the Company reserves the right to prohibit activity (e.g. placing orders, sponsoring, modifying Affiliate information, receiving Bonuses, etc.) by the Affiliate Organization in question from the time notice is sent to the Affiliate until a final Company decision is rendered
• on the basis of any information obtained from collateral sources and from the Company’s investigation of the statements and facts taken together with information submitted to the Company during the response period, the Company will make a final decision regarding the appropriate remedy, which may include the termination of an Affiliate’s Contract. The Company reserves the right to impose remedies for similar Contract violations on a case-by-case basis. The Company will promptly notify the Affiliate of its decision. Any remedies will be effective as of the date on which notice of the Company’s decision is dispatched
An Affiliate may terminate his Contract at any time, and for any reason, by sending a written notice of intent to terminate (either in e-mail or letter format) to the Company. Termination becomes effective as of the date the Company receives written notice (either in e-mail or letter format) of termination. Certain obligations regarding confidentiality of information and the Affiliate network survive termination of the Contract as outlined in Section 17.
The act of any participant in an Affiliate Organization or spouse or partner of an Affiliate is attributable to the Affiliate Organization and remedies, including termination of the Contract, necessitated by that act may be applied to the Affiliate Organization generally.
The Company will not review any violation of the terms and conditions of the Contract not brought to the Company’s attention within two years of the initiation of the alleged violation. Failure to report a violation within the two-year period will result in the Company not pursuing the allegations in order to prevent stale claims from disrupting the ongoing business activities of Affiliate Organizations. All reports of violations must be in writing and sent to the attention of the Company’s Affiliate Conduct Review Committee (ACRC).
Independent Sales Affiliates must report any change of address by sending written notice (either e-mail or letter) to Xtream Studio Sales Affiliate Network office.
Sales Affiliates have the right to terminate their agreement at any time and for any reason without reason without penalty by giving seven (7) days written notice to the company at its principal place of business.
At the end of the seven (7) day notice period, all rights to commissions, position, and wholesale purchases cease, and Sales Affiliates are no longer entitled to advertise, sell, or promote Xtream Studio Sales Affiliate Network products.
Resigning Sales Affiliates are not eligible to be enrolled into Xtream Studio Sales Affiliate Network again for a period of six (6) months following the date of termination.
After three (3) months of consecutive inactivity (Inactivity meaning that an Affiliate has not met his/her quota requirement to be qualified as “active”.), Affiliate with the title of “Area Manager” will need to relinquish his/her title and right to all Affiliate Organization over-rides. The said Affiliate will, however, be eligible for immediate re-enrollment to his/her original title of “Area Manager” by re-purchasing Area Manager Enrollment Kit at 50% of the cost.
Section 7: Becoming An Area Manager (or Area Manager)
An Affiliate may act as An Area Manager, or become an “Area Manager” only if he/she meets all requirements and accepts all responsibilities described in the Contract.
An Area Manager may refer Persons to the Company as applicants to become Affiliates. Upon acceptance by the Company of the Affiliate Agreement form, applicants are placed in the Downline Organization of the Area Manager listed on the Affiliate Agreement.
In order to be a successful Area Manager, the Area Manager should assume training and support obligations for Affiliates in her Downline Organization. An Area Manager’s success can come only through the systematic retail sale of Company products or services and the retail sales of other Affiliates within his Downline Organizations.
An Area Manager is entitled to sponsor other Affiliates only in Authorized Countries.
Section 8: Responsibilities of An Area Manager
To be a successful leader of the Affiliates in his Downline Organization, An Area Manager should fulfill the following responsibilities:
• An Area Manager should give regular retail sales and organizational training, guidance, and encouragement to her Downline Organization. An Area Manager should maintain contact with all of her group members and be available to answer questions.
• An Area Manager should exercise his best efforts to ensure that all Independent Affiliates in his Downline Organization properly understand and comply with the terms and conditions of the Contract and applicable national and local laws, ordinances, and regulations.
• An Area Manager should intervene in any disputes arising between a customer and any of her Downline Organization and attempt to resolve the dispute promptly and amicably.
• An Area Manager should provide training to ensure that product or service sales and opportunity meetings conducted by his Downline Organization are conducted in accordance with the Contract and in accordance with any applicable laws, ordinances, and regulations.
• An Area Manager can earn 40% on the sale of Personal Marketing Kits by his/her personally-sponsored Downline Affiliates and 15% if the Downline Affiliate was assigned by the Company or was introduced by an existing Downline Affiliate.
• An Area Manager is required to hold face-to-face meetings with each and every one of his Downline Affiliates at least twice a month.
• A monthly meeting and performance report to the Company is mandatory of all Area Managers.
Section 9: Additional Rules for Area Managers
1) An Area Manager is required to maintain $5,000 minimum monthly quota from the combination of personal sales and sales of his/her Affiliate Organization. (The 1st two-month period after becoming an Area Manager is considered grace period)
2) An Area Manager is eligible to enlarge his/her territory by purchasing additional zip codes when he/she maintains good standing as an Area Manager for 2 consecutive months. Each additional zip code costs $385 per year.
3) For every Affiliate in the Area Manager’s organization who has decided to branch out and start his/her organization, the company will reward the Area Manager an one-time bonus of $75 to reward the Area Manager’s diligence and good work during the time the Affiliate is in his/her Affiliate Organization.
Section 10: Ordering Products or Services and Personalized Sales Aids
An Affiliate may order products or services directly from the Company. There is no minimum order. However, shipping and handling costs may vary depending on the amount of products ordered.
An Affiliate has no specific inventory requirements. An Affiliate must use his own judgment in determining inventory needs based upon reasonably projected retail sales and personal use. An Affiliate is prohibited from ordering more than a reasonable inventory. The Company reserves the right to verify Affiliate resale of product inventory and inspect documentation of retail sales.
Orders may be placed over the Internet. Payment must be made by credit card, or direct debit.
Orders are not shipped until they are paid in full.
Orders must be received by the Company by the last working day of a month (12 midnight EST) to be included in that month’s commission computations.
A Company credit may be issued in instances of overpayment, product exchanges, or in other circumstances when an order cannot be completely filled.
Personalized Sales Aids may be ordered over the Internet. To ensure accuracy of information, no telephone orders will be accepted. The Personalized Sales Aid Order Form must be fully completed.
Payment must be made via credit card.
Personalized Sales Aids are returnable or refundable only as stated in Section 12.
The Company maintains the right to change product or service prices without prior notice.
Affiliates may sell only to retail customers for their personal use, not for resale to other Customers.
Sales Aids will be sold directly to the Sales Affiliates by way of the company. The Company reserves the right to direct market their products to Customers in manners other than the Affiliate organization.
An Affiliate is prohibited from submitting orders in the name of another Affiliate without the other Affiliate’s specific, prior, written approval for that order.
Any payment, which is not supported by sufficient funds, constitutes a breach of the Contract. A service fee of $10 will be charged. If acceptable payment is not promptly made, the Personal Volume of the order will be withdrawn.
The Company reserves the right to offset the outstanding amount against any Bonuses, present or future, of the Affiliate. If more than one Person is listed on the Affiliate Agreement, all Persons will be held jointly and severally liable for the outstanding amount.
An Affiliate is prohibited from using another individual’s credit card without the other individual’s specific, prior, written approval.
Section 11: Product Exchange Policy
The Company will exchange products if the returned products are damaged in shipment, are incorrectly sent, or are of substandard quality.
Whenever possible, returned products will be replaced with undamaged products. However, when an exchange is not feasible, the Company reserves the right to issue a Company credit for the amount of the exchanged products.
To exchange products, you must comply with these rules:
• The request for exchange must be made within thirty days of purchase
• The Shipping Inquiries Department of the Company will instruct the Affiliate on the correct procedure for returning the products
• Independent Warehouses are not authorized to accept returns under any circumstances.
Section 12: Refund Policy
The Company will refund ninety percent (90%) of the price, less services that have been utilized by purchaser and applicable Bonuses, (plus applicable tax if prepaid) on reasonably sound, unopened, unaltered, resalable, and restockable products and Sales Aids produced and sold by the Company that are returned within thirty (30) calendar days of the order date by the Affiliate who purchased the products or Sales Aids from the Company. After the expiration of the 30-day period there will be no refund. Weekends and holidays count in the calculation of the 30-day period.
Acceptable refund alternatives include but are not limited to the following: Company credit, bank check, bank transfer, or credit card charge back. The actual form of refund will be based upon local payment procedures and the original form of payment.
To obtain a refund for returned products or Sales Aids, an Affiliate must comply with these procedures:
• Send an e-mail to email@example.com advising the Company of the Affiliate’s intent to withdraw from the company and the Affiliate’s intent to return the kit purchased.
• The Company will provide the Affiliate with the correct procedures and location for returning the products or Sales Aids. All return shipping costs must be paid for by the Affiliate.
• Products or Sales Aids sent to the Company without prior authorization will not qualify for a refund and will be returned to the Affiliate at the Affiliate’s expense
• This refund procedure may vary in jurisdictions where different repurchase requirements are imposed by statute. Applicable jurisdictional laws may dictate the terms of the refund policy
• The Company reserves the right to require an Affiliate to repay Bonuses paid to him on products returned by the Affiliate himself and or his Downline Organization. This may be achieved through contact with the affected Affiliates for direct repayment, by backing out already paid commissions/bonuses from the refund requested by the Affiliate when kit is returned and membership withdrawn, or withholding from present or future Bonus payments. This policy encompasses all refunds allowed under the Company’s Refund Policy. Extension of the refund policy as required by applicable law, or instances in which Affiliate misconduct, misrepresentation, or other extenuating circumstances necessitates a Company refund in excess of the stated refund policy will be considered on a case-by-case basis.
Personalized Sales Aids are not returnable or refundable unless an error in printing has been made. Personalized Sales Aids with printing errors must be returned within thirty days. Approval for the return must be received prior to shipment to the Company. This approval must be obtained from the Personalized Sales Aid Department who may be contacted in writing (either e-mail or letter).
The customer must email an Affiliate Service Representative (ASR) at firstname.lastname@example.org and receive a return merchandise authorization (RMA) before any merchandise can be returned to the Company. This number must be written on the outside of the returned package. Returns sent without an RMA number will be refused and returned at the customer’s expense.
The ASR will provide the Affiliate with the necessary location and procedural information for returning products. All costs associated with the return will be the responsibility of the customer except in the case of replacements for defective products. C.O.D. shipments will not be accepted.
Refunds will be processed within thirty (30) days of the date the product is verified as returned and inspected. Additional charges may be assessed or the refund denied if products are not returned in their original packaging including: manuals, software, copy of original sales receipt, all parts and accessories are in new condition.
Refund alternatives include checks and credits to the credit card used. The form of refund will be based upon the form of payment. If paid with credit card, the refund will go to the credit card used originally without exception.
If the returned item is considered to have been used or damaged, no refund or replacement will be granted.
Refunds will only be given on the entire package.
Applicable Bonuses will be backed out of the refund.
To protect against loss or damage, Xtream Studio recommends Affiliates insure returns for the full value of the products to be returned.
Xtream Studio Sales Affiliate Network will replace, at no cost to the Sales Affiliate, items which may have been damaged in shipping or are otherwise defective. Notice of damaged shipments must be given to Xtream Studio Sales Affiliate Network within seven (07) days of receipt to qualify for replacement. In the event that the damage is not immediately evident and is discovered at a subsequent date, notice must be given to Xtream Studio Sales Affiliate Network, and any replacement will be discretionary yet liberal.
Any other refund may be made within the sole discretion of the company.
Xtream Studio reserves the right to require Area Managers to repay Over-rides paid to him/her on products returned by his downline.
Refund Policy: Products
Xtream Studio Enrollment or Success Kits
Subject to the restrictions above, any Xtream Studio Enrollment or Success Kit, opened or unopened, may be returned within thirty days of the shipping date for a ninety percent (90%) minus shipping costs and services used.
A written notice of the Affiliate’s termination is required to return the Success Kit.
Sales Aids/Personalized Items
Subject to the restrictions above, any unopened, restockable, resalable Sales Aids may be returned for a ninety percent (90%) refund within thirty days of the shipping date, minus shipping costs.
Any personalized items (e.g., business cards printed with the Affiliate’s name, except in the case of printing errors due to errors by Xtream Studio), special order merchandise, opened software, discounted clearance items, or similar types of merchandise are not returnable.
Xtream Studio will only allow replacements/exchanges on products if:
• The product was damaged during shipment (must notify Xtream Studio Affiliate Services immediately).
• The product was found defective.
• Incorrect product was received.
Whenever possible, the damaged or defective product will be replaced with the same product that was originally ordered. If, for any reason, the product is unavailable, Xtream Studio reserves the right to either provide credit to the Affiliate’s account or a refund.
In the case of an immediate replacement the Affiliate/customer will be charged for the replacement if:
• The original product is not returned within seven days of the ship date of the replacement unit
• The damage is due to abuse
• All parts and accessories are not included
In the above situations, shipping and handling charges for the replacement products will be paid by Xtream Studio.
The exchange request must be made within thirty days of the date of shipment.
Note: Xtream Studio reserves the right, in its sole discretion, to modify or make exceptions to its refund policy without prior notice.
Section 13: Sales Tax
All Xtream Studio Sales Affiliate Network products are subject to the sales tax in the state, or city that levies such a tax and in which a sale occurs.
Each Sales Affiliate shall comply with all state and local taxes and regulations governing the sale of Xtream Studio Sales Affiliate Network products. As the Sales Affiliate is a self-employed contractor, Xtream Studio Sales Affiliate Network does not deduct any personal taxes from commission checks.
At the end of the calendar year, Xtream Studio Sales Affiliate Network is obligated by law to provide the Independent Sales Affiliate and the Internal Revenue Service with a form 1099 reporting the Sales Affiliates annual income from Xtream Studio Sales Affiliate Network. This is required for any Sales Affiliate with earnings in excess of $600.00 for the calendar year.
Section 14: Distribution of Company Leads
The majority of your annual fee goes toward both online and offline marketing in your area. From our marketing campaigns, people often inquire about the opportunity or products directly through the Company. If the Company is aware that the Person heard about the Company from an Area Manager, the Person is referred to that Area Manager. If the Person without a discoverable contact is distributed based on the Person’s zip of residence, to the corresponding Area Manager. Leads are distributed as fairly as possible. The Company reserves the right to make final judgments with respect to distribution of leads.
Section 15: Affiliate Lists
Affiliate lists and reports (“Lists”), or any and all contacts generated from these Lists are the confidential and proprietary property of the Company. The Company has derived, compiled, configured, and currently maintains the Lists through the expenditure of considerable time, effort, and monetary resources. The Lists in their present and future forms constitute commercially advantageous proprietary assets and trade secrets of the Company. The right to disclose Lists and other Affiliate information maintained by the Company is expressly reserved by the Company and may be denied at the Company’s discretion.
The Company provides a uniquely tailored portion of the Lists to qualified Area Managers on a monthly basis. Each portion of the provided List contains only information specific to the Recipient's level and her own Downline Organization.
These Lists are provided for the exclusive and limited use of the Recipient to facilitate the training, support, and servicing of the Recipient’s Downline Organization for furtherance of the Company-related business only. Each Recipient agrees that each use, within its intended scope, constitutes a separate exclusive license agreement between the Recipient and the Company.
These Lists remain, at all times, the exclusive property of the Company, which may, at any time and in the Company’s sole discretion, reclaim and take possession of the Lists. Accordingly, each Affiliate agrees:
• to hold confidential and not disclose any Lists or portion thereof to any third Person, including, but not limited to, existing Affiliates, competitors, and the general public
• to limit use of the Lists to their intended scope of furthering the Affiliate’s Company-related business
• that any use or disclosure of the Lists outside of those authorized herein, or for the benefit of any third Person, constitutes misuse, misappropriation, and a violation of the Recipient’s license agreement, which causes irreparable harm to the Company
• that, upon any violation under this section, the Recipient stipulates to injunctive relief as an appropriate remedy enjoining that use under applicable national or local laws, and will immediately retrieve and return to the Company all Lists previously provided to the Recipient upon the Company’s request
• That the obligations under this section will survive the termination of the Recipient’s Contract.
The Company reserves the right to pursue all appropriate remedies under applicable national or local laws to protect their rights to the above-stated proprietary and trade secret information covered by the Lists; any failure to pursue any applicable remedies will not constitute a waiver of those rights.
Section 16: Product or Service Claims
Affiliates may make only product or service claims and representations found in the literature distributed by the Company.
Section 17: General Business Ethics
Each Affiliate agrees that he will not make any misleading, unfair, inaccurate, or disparaging comparisons, claims, representations, or statements about the Company; its products, services, or commercial activities; other Persons; other companies (including competitors); their products; or their commercial activities.
An Affiliate agrees that she has no authority to take any steps in any country or other political jurisdiction to introduce or further the Company’s business. This includes, but is not limited to, any attempt to register or reserve Company names, trademarks, or trade names; to secure approval for products or business practices; or to establish business or governmental contacts of any kind in the Company’s behalf. An Affiliate agrees to indemnify the Company for all costs and attorneys’ fees incurred by the Company for any remedial action needed to exonerate the Company in the event the Affiliate improperly acts on behalf of the Company. The Affiliate agrees to immediately assign any registration of Company names, trademarks, or trade names registered or reserved in violation of this Section to the Company. The provisions of this Section survive the termination of the Contract.
Section 18: Advertising and the Use of the Company Name
An Affiliate is expressly prohibited from using any form of media advertising to promote products or services. Products or services may be promoted only by personal contact or by literature produced and distributed by the Company or by Affiliates in accordance with Sections 19 and 20 of this document. Generic opportunity advertisements may be placed, in jurisdictions allowing that type of advertisement, but only in accordance with the Policies and Procedures of the Company.
Company logos or names may be used on any apartment, house, office, storefront, or other physical premise, but not in a way that may damage the corporate image of the Company. Please contact the Company via email to inquire such intention.
No Affiliate may use any of the Company’s trade names, trademarks, service marks, product names, logos, or other intangible commercial assets, registered or otherwise, in any form of advertising or promotion without first entering into a separate, written licensing agreement with the Company for each proposed use of any of the above-stated names or devices. Each Affiliate agrees that any use in violation of these provisions constitutes a breach of the Contract and causes irreparable harm to the Company. Upon notice of that any violation, the Affiliate agrees to stipulate the appropriate injunctive relief enjoining that use. The Company, in its sole discretion, reserves the right to prohibit any advertising or promotion.
Except for separate, written licensing agreements noted above, none of the Company’s copyright-protected materials may be reproduced, in whole or part, by any means.
Each Affiliate agrees that any claims or representations concerning the opportunity must be congruent with, and limited to, those found in the materials and literature currently distributed by the Company. Those claims and representations must also be advanced in accordance with any applicable laws, ordinances, and regulations.
No Affiliate may make unreasonable, misleading, or unrepresentative representations respecting potential earnings.
No Affiliate may represent that, any Person can or will receive profits or revenues without substantial effort on her own behalf.
All promotional materials including but not limited to flyers, business cards, and brochures prepared in accordance with Subsection F below, may be distributed through personal contact only. They may not be posted in public places, mass mailed, placed on parked cars, put in mail boxes, or disseminated by any other non-personal contact means. Materials may not be disseminated through unsolicited faxes or E-mail messages.
All promotional materials including but not limited to flyers, business cards, and brochures prepared in accordance with Subsection F below, may be distributed through personal contact only. They may not be posted in public places, mass mailed, placed on parked cars, put in mail boxes, or disseminated by any other non-personal contact means. Materials may not be disseminated through unsolicited faxes or E-mail messages.
The following are the steps Xtream Studio takes based on ANY Spam blockage report received from ANY vendors such as "MAPS RBL" or "SpamCop":
Xtream Studio takes this policy very seriously, and has a very consistent way of handling it for continuity reasons.
1. Validate the reported incident against the Xtream Studio database records. Determine that date and time of offending message coincide with those at Xtream Studio.
2. Send a form letter to user, explaining why his/her account has been disabled, along with the reported information Xtream Studio received to make its determination.
If reinstatement is requested by the Affiliate, the issue must be resolved first. Affiliates may be reinstated only after evidence of error or inaccuracy of the report is proven.
3. Xtream Studio Affiliate account will be disabled.
NOTE: The Company reserves the right to determine through its own discretion whether or not to reinstate an account. Reinstating an account does NOT imply a guarantee that previous positions (including placement in the network) will remain intact.
In order to advertise in the White Pages or list his name in the White Pages of a locally circulated directory in his area, an Affiliate must currently enjoy active status at the time the contract for that listing is signed.
This advertisement is to be limited to two lines containing the words "Xtream Studio Digital Media Consultant, John Doe (Affiliate’s Name)," and a telephone number. Neither bold-print, nor display advertisements are allowed. The advertisement must be in the Affiliate’s personal name only.
In the White Pages, the advertisement must be placed under the category, for example of "Computers" or "Communications". Contact the Company for additional acceptable categories.
The Company recommends that leads obtained from this listing be alternately disbursed throughout the Downline Organization of the Affiliate.
In case of a violation, the Company may require that the offending telephone number be disconnected, in addition to taking other remedial actions under the Contract against the responsible Affiliate.
An Affiliate may not use a celebrity endorsement without the specific, prior, written approval of the endorsing celebrity for each use of the celebrity’s name.
An Affiliate may not use business cards or other Personalized Sales Aids containing the Company’s logo and name unless produced by the Company. These items produced by the Company will follow the general format listed below:
• the Company’s logo and name must always appear with the registered trademark designation (except as prohibited by law)
• when the Company’s logo or name is used, the business card or Personalized Sales Aid must also contain the words "Independent Affiliate”
• an Affiliate may not use the names of any of the Company’s products or any business designation
• under no circumstance may any Affiliate use any corporate name of the Company.
Each separate use of the Company’s name or logo must be preceded by the completion of a separate written agreement with the Company for the use. Unauthorized use of the Company’s logos, names, trademarks, or trade names is prohibited. Any unauthorized use constitutes a violation of trademark laws and will cause irreparable damage to the Company, and its Affiliates. The Company reserves the right to pursue all legal and equitable remedies against any Affiliate or any other individual or entity who wrongfully uses the Company’s logos or name or any of the Company’s trademarks or trade names.
While the Company strongly encourages Affiliates to use, where available, Company-produced Affiliate websites, Affiliates may create their own Internet sites to promote the products and opportunity. Any and all trademarks, trade names, logos, copyrighted material and graphics, product images or names, and information, whether owned by the Company or licensed by the Company from a third party (collectively "Intellectual Property and Proprietary Information") which is provided for Affiliate use, remains the property of the Company, and are subject to the rights of any third party from which it may have been licensed. Additionally, Affiliates may only use the Intellectual Property and Proprietary Information with the Company’s permission, which may be withheld or terminated at any time, at the discretion of the Company. If Affiliates wish to incorporate any Intellectual Property and Proprietary information into their sites, it may only be used as specified, without alteration.
Affiliates may only use product pictures and Company pictures provided by the Company. Affiliates may not download or scan pictures from any other Company website or Company literature.
• • Affiliates may use their own personal pictures, which do not violate these Policies and Procedures, and which do not include any Intellectual Property and Proprietary Information of the Company
• • Affiliates may only make product and business claims, which are already found in current Company literature (e.g., websites, catalogues, brochures, etc.)
• • All website content must comply with these policies, including but not limited to, Policies and Procedures Sections 16, 17, and 18.
Additionally, all website content must first be reviewed and approved by the Company in accordance with Section 19 of these Policies and Procedures, and contain a Company-designated review seal with identifying number before it can be used
• • Affiliates may not include any Intellectual Property and Proprietary Information in the unique domain names, URL or meta-tags of their website. Additionally, Intellectual Property and Proprietary Information cannot be used as wallpaper on any Company-hosted or independently produced site
• • Affiliates may not register their website with search engines or web directories using any Intellectual Property and Proprietary Information without express permission of the Company.
• • Affiliates must include the following language, and any other language the Company may require, in all independently produced websites: "This material is produced by an Independent Xtream Studio Affiliate who is solely responsible for its content. All Company trademarks, copyrights, and other Company intellectual property appearing on this site are Company property and have been used only with the Company’s permission"
• • Affiliates are required to promote their independent Internet sites through one-on-one personal contact. Additionally, Affiliates are prohibited from forwarding information regarding their independent sites to individuals who have not specifically requested information regarding the Company’s opportunity or products (i.e., "SPAM"). However, Affiliates are free to place their Internet addresses on Company-produced Personalized Sales Aids or within generic opportunity advertisements that have been produced and disseminated in accordance with Section 18 of these Policies and Procedures
• • Affiliates who own or operate a ‘service related establishment’ as defined within Section 20 of these Policies and Procedures are permitted to create Company-related opportunity or product sites, which are intended for the exclusive use of their clientele. These sites must comply with all of the guidelines referenced within these Policies and Procedures.
The goal of this policy is to enable access to professional quality websites, while helping maintain a level-playing field on the Internet for all Affiliates. Hence the prohibition on the use of meta-tags or search engines with respect to any Intellectual Property and Proprietary Information. Furthermore, in the event this policy is violated, the Company requires the offending Affiliate to immediately remove the advertisement and information that is in violation of these Policies and Procedures, in addition to taking other remedial actions (in accordance with Section 6 of the Policies and Procedures) against the responsible Affiliate. These actions could include prohibiting the Affiliate from any future use of the Internet when promoting the Company’s opportunity or products, termination of the offending Affiliate’s Independent Affiliate Organization, or other remedies.
Section 19: Sales Aids
An Affiliate may only use, distribute, or sell Sales Aids either: 1) produced and distributed by the Company and bearing their copyright designation, or 2) produced and distributed by an Independent Affiliate, only after review by the Company and bearing the specific designation "content reviewed" followed by a designated review identification number. The above-stated designation may be obtained through the process outlined below and in accordance with additional terms found in the Sales Aid Review Contract, but may only be used after a certificate has been received from the Company by the submitting Affiliate. That certificate must specifically indicate that the material may be made available for distribution.
The Company may impose a reasonable fee for reviewing a Sales Aid. Affiliates should allow a minimum of three weeks for the Company to complete its review of submitted materials.
The Company reserves the right to require any change to a Sales Aid it deems necessary to ensure appropriate content before allowing the Sales Aid to bear its review designation as stated above.
The Company reserves the right to deny approval for any proposed Sales Aid and, if changes in regulatory requirements or other circumstances so dictate, to require, at the Company’s sole discretion, the removal from the marketplace or previously reviewed Sales Aids without financial obligation to the affected Affiliate.
Any Affiliate who produces or has previously produced or distributed materials as set forth in this Section bears ultimate responsibility for the material contained therein. The Company’s review process does not guarantee that the Sales Aid complies with all applicable federal or state legal and other regulatory requirements. The review process does not constitute legal advice from the Company to any Affiliate. In addition to the Company’s review, all Affiliates who intend to produce and distribute Sales Aids in accordance with this Section are strongly advised to seek the advice of independent legal counsel with regard to the legality and regulatory compliance of Sales Aids.
Affiliates are free to establish their own prices for Sales Aids reviewed by the Company under this Section.
Sales Aids shall be identified by the name of the individual or individuals that produced them. Group or organizational identifiers shall not be used in connection with the production of Sales Aids.
All mailing lists of the Company’s Affiliates obtained in connection with the production or sale of an independently produced Sales Aid are the confidential and proprietary property of the Company. Independent tape duplicators or other persons obtaining access to Affiliate Lists through their production or distribution of that material must contractually agree to the confidentiality and proprietary nature of those mailing lists and that any use of those lists or contacts generated therefrom except for the sole purpose of furthering the Company’s business is expressly forbidden. They must also agree that the information is the proprietary property of the Company and any materials offered to the Affiliates which make any reference to the Company or its programs may be done so only with the prior written consent of the Company for each separate offer.
The return policy of Independent Affiliates with regard to Sales Aids which they have produced or sold must be in full compliance with the pertinent Sales Aid return policy employed by the Company for Company Approved Sales Aids (See Section 12).
Affiliates who use, distribute, or sell Sales Aids in violation of this Section are subject to appropriate remedial action by the Company, up to and including termination of the violating Affiliate Organization.
Within an Authorized Country, an Affiliate may only promote or train with Sales Aid materials which are approved and distributed by the local affiliated Company office in that country.
Section 20: Retail Store, Service Establishment Sales and Trade Show Policy
An Affiliate may not sell products and/or promote the Xtream Studio business opportunity through retail stores. An Affiliate is also prohibited from selling to any person who will ultimately sell products or services through retail stores.
In general an Affiliate may not sell any products and/or services of the Company nor promote the Company's opportunity at flea markets, swap meets, bazaars, men's/women's groups, supermarkets, malls or any other similar gathering where the opportunity or products are displayed. However, upon the prior written approval of the Company, a Titled-level Affiliate may rent a booth or set up an exhibit at a trade show or convention ("Convention"), subject to the Company's approval of the Convention and compliance with the following requirements:
• A Titled-level Affiliate may rent or set up a booth at a Convention if the Convention theme is directly related to the Affiliate's Xtream Studio business .
• At least four weeks prior to the Convention, the Executive must submit to the Company a proposal regarding the Convention and obtain prior written approval from the Company.
• The Affiliate may only use Company-produced sales aids and promotional material. A purchase of a company produced independent Affiliate banner, to display in the booth, is required.
• The Affiliate will not reference Xtream Studio in any form of advertisement or promotional material that implies that Xtream Studio is participating in the Convention. Instead, any Company-approved advertisement or promotional material must make specific reference to the Affiliate as an independent Titled-level Affiliate of Xtream Studio, including any maps or listings prepared by the sponsor of the Convention.
• The Affiliate will not make any earnings representations of any kind.
• The Affiliate will not use the Convention to promote any product, service, or business opportunity other than Xtream Studio business in which the Affiliate may be involved.
• During the Convention the Affiliate must personally comply with the Policies and Procedures and is responsible for (i) the actions of every person who works in the booth at the Convention, (ii) all material distributed at the Convention, and (iii) all other aspects of participation in the Convention.
• In addition to the other remedies provided in the Policies and Procedures, the Company reserves the right to deny future Convention participation for any policy violation at a Convention.
An Affiliate who owns or is employed by a service-related establishment may provide the Company's products and services to customers through this establishment as long as he is providing proper prescreening and ongoing support to his customers as called for by the Contract. In any event, no product banners, or other Sales Aid materials may be displayed visibly to the general public in a manner as to attract the general public into the establishment to purchase products or services. 1. A service-related establishment is one whose revenue is earned primarily by providing personal service rather than by selling products and whose use by customers is controlled by membership or appointment. 2. Affiliates may only sell products through service establishment that provide services related to the products. For example, Xtream Studio products may be sold through consulting firms, counseling services or computer or electronic repair shops.
The Company reserves the right, in its sole discretion, to make a final determination as to whether an establishment is service-related or is a proper place for the sale of the products or services.
Section 21: Contract Changes
The Company expressly reserves the right to make any modifications to the Contract upon thirty days prior written notice in Company publications, by separate mailing, or through publication on the Company website: UXTM.com. Each Affiliate agrees that thirty days after publication of that notice, any modification becomes effective and is automatically incorporated into the Contract between the Company and its corresponding Affiliates as an effective and binding provision. By continuing to act as an Affiliate, or engaging in any Affiliate Organization activity as defined in Section 6 of this document after the modifications have become effective, an Affiliate acknowledges acceptance of the new Contract terms.
Section 22: Membership Renewal
Sales Affiliates are required to renew their agreements on the anniversary of the date they became a Sales Affiliate. The renewal fee is the same as the Enrollment Kit. Failure to pay the renewal fee fourteen (14) calendar days after the anniversary date will be construed as a resignation and all agreements between the company and the Sales Affiliate will be considered null and void.
Section 23: Amendments
Xtream Studio expressly reserves the right to alter or amend wholesale prices, product availability and/or specifications/functionality, policies and procedures, and compensation plan.
Such amendments are automatically incorporated as part of the agreement between Xtream Studio Sales Affiliate Network and the Sales Affiliate when published in official company literature. Affiliates will be notified of any changes and Affiliates will be afforded a reasonable opportunity to object to any material changes.
Section 24: Waiver
The waiver by the Company of any Affiliate’s breach of any provision of the Contract must be in writing and will not be construed as a waiver of any subsequent or additional breach. The failure by the Company to exercise any right or prerogative under the Contract will not operate as a waiver of that right or prerogative.
Section 25: Integrated Contract
The Contract is the final expression of the understanding and agreement between the Company and an Affiliate concerning all matters touched upon in the Contract and supersedes all prior and contemporaneous agreements of understanding (both oral and written) between the parties. The Contract invalidates all prior notes, memoranda, demonstrations, discussions and descriptions relating to the subject matter of the Contract. The Contract may not be altered or amended except as provided in these Policies and Procedures. The existence of the Contract may not be contradicted by evidence of any alleged prior contemporaneous oral or written agreement.
Should any discrepancy exist between the terms of the Contract and verbal representations made to any Affiliate by any employee, the express written terms and requirements of the Contract will prevail.
Section 26: Severance
Any provision of the Contract that is prohibited, judicially invalidated, or otherwise rendered unenforceable in any jurisdiction is ineffective only to the extent of the prohibition, invalidation, or unenforceability in that jurisdiction, and only within that jurisdiction. Any prohibited, judicially invalidated or unenforceable provision of the Contract will not invalidate or render unenforceable any other provision of the Contract, nor will that provision of the Contract be invalidated or rendered unenforceable in any other jurisdiction.
Section 27: Governing Law/Jurisdiction
The place of origin of this Contract, where the Company accepted the offer of a prospective Affiliate to form the Contract, is the State of California. This Contract is to be construed, with respect to its validity and performance obligations thereunder, in accordance with the laws of the State of California applicable to contracts made and to be wholly performed within the state. An Affiliate agrees to submit to the jurisdiction of the courts of the State of California for resolution of any conflict or litigation arising under a purporting to interpret the Contract or rights between Affiliates.
Section 28: Notices
Unless otherwise provided in the Contract, any notice or other communications requested or permitted to be given under the Contract shall be in writing and shall be delivered personally, transmitted by facsimile or sent by first class, certified (or registered) or express mail, postage prepaid. Unless otherwise provided in the Contract, notices shall be deemed given when delivered personally, or if transmitted by facsimile, one day after the date of that facsimile, or if mailed, five days after the date of mailing to the address of the Company’s headquarters or to the Affiliate’s address as provided on the Affiliate Agreement, unless notice of an address change has been received by the Company. The Company shall have the right, as an alternative method of notice under Section 21, to use mailers, Company websites, or other normal channels of communications with Affiliates.
Section 29: Successors and Claims
The Contract shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Section 30: Litigation and Claims
In order to protect the Company, its assets, and its reputation from claims or disputes created by outside (non-Affiliate) third parties, the Company requires the following: if any Affiliate is charged with any infringement of any proprietary right of any outside third party (who is not an Affiliate) arising from any of the Company’s proprietary assets, or if the Affiliate becomes the subject of any claim or suit related to that Affiliate’s business-related conduct or any other action that directly or indirectly negatively affects or puts the Company, its reputation, or any of its tangible or intangible assets at risk, the affected Affiliate shall immediately notify the Company. The Company may, at its own expense and upon reasonable notice, take whatever action it deems necessary (including, but not limited to, controlling any litigation or settlement discussion related thereto) to protect itself, its reputation, and its tangible and intangible property. The Affiliate shall take no action related to that claim and suit, unless the Company consents, which consent shall not unreasonably be withheld.
The Company and the Affiliate agree that mandatory and binding arbitration is the sole means to resolve disputes which arbitration shall be final and non-appealable. In order to expedite the prompt resolution of any disputes with the Company or between Affiliates, which may arise under the Contract, the Company has instituted a Mediation/Arbitration policy. This policy deals with the disposition of disputes arising out of the independent contractor relationship between the Company and its independent contractors and/or disputes arising out of the relationship between the Company’s independent contractors themselves. Affiliate complaints are first handled by the Affiliate Conduct Review Committee as described by Section 6 of these Policies and Procedures. The Mediation/Arbitration policy will also apply in the event an Affiliate disagrees with any disciplinary action or interpretation of the Contract by the Company.
Section 31: Headings
The headings in the Contract are for convenience of reference only and shall not limit or otherwise affect any of the terms or provisions of the Contract.
Section 32: International Business
Prior to the official opening of an Authorized Country, permissible Affiliate activity in an unopened country is limited to providing business cards and conducting, organizing or participating in meetings where the number of attendees at any given meeting, including the Affiliate, does not exceed five.
Any individual who wishes to conduct international business need written approval from the company.