Terms & Conditions, Refund Policy and Affiliate Policy:
PART 1: TERMS & CONDITIONS & REFUND POLICY
IMPORTANT - Please read this agreement. It explains our Refund Policy, the Mutual Requirement to arbitrate any and all claims, and your obligation to bring any claim in your individual capacity.
I. BINDING EFFECT
This agreement (the "Agreement") applies to your use of the site at www.empowernetwork.com (the "Site") or any information, materials, images, graphics, data, text, files, links, software, messages, communications, content, organization, design, compilation, magnetic translation, digital conversion, HTML, XML, Java code and other content related to the Site (collectively "Content"), services provided in connection with the Site (the "Service"), and any purchases you make on the Site. Empower Network, LLC (the "Company") may amend them from time to time in its sole discretion. In the event of substantive changes to this Agreement, the new terms will be posted to the Site, you will be required to affirmatively assent to its terms, and you may also be notified by email. If any modification is unacceptable to you, your only recourse is not to use the Site, Services, and Content and to request an immediate termination of your subscription. YOU AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.
II. REFUND POLICY / CANCELLATION
We want you to feel comfortable about transacting business with Empower Network. Due to the nature of the Empower Network business and the accessibility of our products immediately upon purchase, there is a strict 14-day refund policy, which begins on the date of purchase. However, you may cancel at any time by doing so through your back office or by contacting Customer Support via email at email@example.com or by calling 888-262-1934. Special exception: All sales for event tickets, VIP tickets and/or livestream access are final. Refunds, exchanges for future events or any other discount are not possible.
Empower Network is committed to providing each customer with exceptional service.
IV. MONTHLY SUBSCRIPTION / AUTOSHIP
If you purchase our products or services that are subscription based (see list below), you agree to pay, and authorize automatic recurring billing of the subscription fee with your credit card, or other payment methods, until subsequently canceled by you. Your account will be charged every 30 days. You understand and agree that each automatic recurring billing of the subscription fee is non-refundable and will not be prorated as the service is deemed used when accessed. You authorize Company to initiate debit entries from the account provided for the subscription fee, as well as any other purchases made on the Site. You may cancel at any time by contacting Customer Support at 1-888-262-1934.
Products that are subscription based and charged monthly are:
1. Viral Blogging System (VBS) - $25/month
2. Media Hosting - $25/month
3. Inner Circle - $100/month
Additionally, if you have chosen to join the optional Affiliate Program the monthly administrative fee is $19.95/month. The Affiliate Program is not a product, but rather part of the administrative process. The Affiliate Program allows an affiliate to sell products and earn commissions based on the Empower Network Compensation Plan. Additionally, it gives the affiliate access to tools, marketing data, etc. and supplies the E-wallet in-house merchant without additional fees. The monthly fee is non-refundable outside of the refund time frame established by the Refund Policy (See Section 2 of this document). The monthly recurring fee will be charged every 30 days, until canceled by you.
Company reserves the right to change the membership fee from time to time.
Company owns and licenses all intellectual property and other rights, title, and interest in and to the Site, Content and Service, and the materials accessible on the Site and Service, except as expressly provided for in the Agreement. Without limitation, Company owns the trademarks, copyrights and certain technology used in making the Site, its Content and Service available. Except as specifically allowed in this Agreement, the copying, redistribution, use or publication by you of any Content or Service is strictly prohibited. We grant you a limited revocable license to access and use the Site, Content and our Service for its intended purposes, subject to your compliance with this Agreement, and if you are an affiliate of Company, your Affiliate Agreement and Company Policies and Procedures. The revocable license does not include the right to collect or use information contained on the Site or through the Service for purposes that Company prohibits or to compete with Company. No ownership or other interest or other license in or to any patent, copyright, trademark, trade secret and other intellectual property right or to the Content is being granted, assigned or transferred in this Agreement or by reason of your access to, and use of, the Site, Content or Service. If you use the Site or our Service in a manner that exceeds the scope of this license or breaches any relevant agreement, your license shall terminate immediately.
For the purposes of this Agreement, "Confidential Information" shall be deemed to include all the information and materials that: (i) if in written format is marked as confidential, or (ii) if disclosed verbally is noted as confidential at time of disclosure or (iii) in the absence of either (i) or (ii) is information which a reasonable party would deem to be non-public information and confidential, including, without limitation, all information provided on or through the Site or Service, trade secrets, inventions, research methods and projects, methods of compiling information, methods of creating database, data processing programs, software, computer models, source and object codes, product formulations, strategies and plans for future business, product and service development and ideas, potential acquisitions or divestitures, marketing ideas, financial information including with respect to costs, commissions, fees, profits and sales, mailing lists, information concerning our affiliates and customers, potential affiliates and customers and suppliers, and employee information including their respective salaries, bonuses, benefits, qualifications, abilities and contact information.
You acknowledge and agree that the nature of the Confidential Information to which you have, and will continue to have, access to derives value from the fact that it is not generally known and used by others in the highly competitive, international industry in which Company competes.
You acknowledge that you are receiving the Confidential Information in confidence and will not publish, copy or disclose any Confidential Information without prior written consent from Company. You further agree that you shall not attempt to reverse engineer, de-compile or try to ascertain the source code to our software or any other software supplied hereunder. You acknowledge that you will only use the Confidential Information to the extent necessary to use the Service and promote your business in accordance with your agreements with Company, and that you will use best efforts to prevent unauthorized disclosure of the Confidential Information to any third party.
You agree not to alone or in association with others use the Confidential Information to (i) solicit, or facilitate any organization with which you are associated in soliciting, any employee, affiliate or customer of ours to alter his, her or its relationship with us; (ii) solicit for employment, hire, or engage as an independent contractor, or facilitate any organization with which you are associated in soliciting for employment, hire, or engagement as an independent contractor, any person who was employed by or under contract with us at any time during the term of this Agreement (provided, that this clause (ii) shall not apply to any individual whose employment or contractual relationship with us was terminated for a period of one year or longer); or (iii) solicit business from or perform services for any customer, supplier, licensee, or business relation of ours; induce or attempt to induce, any such person or entity to cease doing business with us; or in any way interfere with the relationship between any such person or entity and us.
You agree that you will not make any derogatory statements, either oral or written, or otherwise disparage us, our products, employees, services, work or employment, and will take all reasonable steps to prevent others from making derogatory or disparaging statements. You agree that it would be impossible, impractical or extremely difficult to fix the actual damages suffered by reason of a breach of this paragraph, and accordingly hereby agree that Company may determine to recover damages sustained by reason of each such breach, without prejudice to Company's right to also seek injunctive or other equitable relief.
Other than as expressly provided for herein, in no event shall you be deemed by virtue hereof to have acquired any right or interest by license or otherwise, in or to the Confidential Information.
You agree that all originals and any copies of the Confidential Information remain the property of Company. You shall reproduce all copyright and other proprietary notices, if any, in the same form that they appear on all the materials provided by us, on all permitted copies of the Confidential Information made by you. You agree to return all originals and copies of all Confidential Information in your possession or control to us at its request.
You shall be liable for any and all breaches of this Agreement and any unauthorized use or disclosure of Confidential Information. If you become compelled by applicable law, regulation or legal process to disclose any of the Confidential Information, you shall promptly provide us with notice in order for us to seek a protective order or other appropriate remedy. Further, if you become compelled to disclose any of the Confidential Information, you must disclose only that portion of the Confidential Information you are legally required to disclose as confirmed by a legal opinion of your counsel at your expense.
VII. USE OF THE SITE, CONTENT AND SERVICE
You may only use the Site, Content and Service to promote your business, as expressly permitted in writing by us. You may not cause harm to the Site or Service. Specifically, but not by way of limitation, you may not: (i) interfere with the Site, Content or Service by using viruses, programs, or technology designed to disrupt or damage any software or hardware, or which attempts to assess the vulnerability of, or actually violates, any security feature; (ii) access any content or data not intended for you, or log into an account or server that you are not authorized to access; (iii) modify, create derivative works, reverse engineer, decompile or disassemble any technology used to provide the Site or our Service; (iv) use a robot, spider or other device or process to monitor the activity on or copy pages from the Site or our Service, except in the operation or use of an Internet "search engine," hit counters, or similar technology; (v) collect electronic mail addresses or other information from third parties by using the Site or our Service; (vi) impersonate another person or entity; (vii) engage in any activity that interferes with another user's ability to use or enjoy the Site, or content or our Service; (viii) assist or encourage any third party in engaging in any activity prohibited by this Agreement; (ix) co-brand the Site, or content or our Service; (x) frame the Site or Service; (xi) hyper-link to the Site or Service, without the express prior written permission of an authorized representative of Company; (xii) use the Site, Content or Service, in whole or in part, for any purpose that is unlawful, immoral, or prohibited by this Agreement or any applicable local, state, or federal law, rule, or regulation; (xiii) use the Site, Content or Service in any manner that could damage, disable, overburden, or impair the Site or Service; (xiv) circumvent, or attempt to circumvent, any security feature of the Site; (xv) upload, e-mail or otherwise transmit to or through the Site or Service, any advertising, promotional, or other unauthorized communication, including, without limitation, "junk mail," "surveys," unsolicited e-mail, "spam," "chain letters," or "pyramid schemes;" or (xvi) incorporate data from any of our databases into any emails or other "white pages" products or services, whether browser-based, based on proprietary client-side applications, or web-based, without our prior, express and written consent.
If you purchase any of our products or services, you agree that your use of the product or service is limited by this Agreement as well.
Most areas of the Site are password restricted to registered users ("Password-Protected Areas"). If you have registered as an authorized user to gain access to these Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, including any fees that may be incurred under your password-protected account, whether or not you are the individual who undertakes such activities. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or the Site that is known to you.
All testimonials and endorsements must comply with Federal Trade Commission "FTC" guidelines and other applicable laws and regulations. Claims about a product's performance or quality must be based on actual experiences. You must disclose connections between yourself and an advertiser that is unclear or unexpected to a customer (for example, whether there is a financial arrangement, employment arrangement, or ownership interest). Disclaimers and disclosures must be clear and conspicuous when used and must be used properly as to comply with FTC guidelines.
Statements about a product's price and availability must be truthful and accurate. Product pricing must show a product's actual price, must be clearly and conspicuously displayed, along with any material limitations (for example the cost of shipping or refund restrictions). Falsely suggesting that a product previously sold for a higher price is not permitted. False scarcity statements are not permitted (for example, stating that supplies are limited when there is no actual limit).
You must: (i) accurately state the amount of effort required to succeed with a product or service; (ii) only state that a product or service has qualifying criteria when there are actual criteria that must be met; and (iii) only use third party trademarks and copyright protected materials with written permission.
VIII. USER CONTENT
User Content means all content created by you, which includes but is not limited to audio, video, images, photographs, logos, illustrations, animations, tools, written posts, comments, data, text, software, graphics, scripts, themes, and/or interactive features. Keep in mind that once you post something on a blog thereby making it available on the Internet and to the public, it may be practically impossible to take down all copies of it. By posting, downloading, displaying, performing, transmitting, or otherwise distributing any of the above forms of information or other content to the Site or Service, you are granting us, a transferrable, nonexclusive license (including the right to sub-license license), perpetual, irrevocable, worldwide and royalty free to use, possess, copy, transmit, publicly display, distribute, sell, host, store, cache, disclose, perform, modify, edit, translate, reformat, import, export and prepare derivative works of such User Content through multiple tiers of distribution in any and all media now known or hereafter invented (including, without limitation, the right to conform it to the requirement of any networks, devices, services, or media through which the Site or Services are available). No compensation will be paid with respect to the use of your User Content as provided herein. We are under no obligation to post or use any User Content you may provide and may remove User Content at any time in our sole discretion. You agree that Company may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Site or Service, you warrant and represent that you own the rights to the User Content or are otherwise authorize to post, distribute, display, perform, transmit, or otherwise distribute User Content.
Except as otherwise set forth herein, you retain ownership of all intellectual property rights in your User Content, and Company and/or third parties retain ownership of all intellectual property rights in all Content other than User Content. You retain ownership of any intellectual property, URLs, and/or domain names you use or post or Service.
IX. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS
When accessing the Site or using the Content or Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service, Content and Site is at all times governed by and subject to laws regarding intellectual property ownership. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding intellectual property ownership and use, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit, or that is provided or transmitted using your user name. The burden of proving that any content does not violate any laws or third party rights rests solely with you.
All trademarks, service marks, trade names and copyrights displayed on the Site or in the Content are proprietary to us or their respective owners. You acquire no rights or licenses in or to any trademarks, service marks, trade names or copyrights displayed on the Site. You may not reproduce, republish, distribute, assign, sublicense, retransmit, sell, or prepare derivative works of the Site or Content, or resell or make our Service available to others. All rights in and to the Site, Service and our Content not expressly granted in this Agreement remain in us or in our licensors.
X. INAPPROPRIATE CONTENT
You agree not to upload, download, display, perform, transmit, or otherwise distribute any material or content that (i) is libelous, defamatory, obscene, pornographic, abusive, or threatening; or (ii) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation or this Agreement. Company reserves the right to terminate your receipt, transmission or other distribution of any such material or content using the Service, and, if applicable, to delete any such material or content from its servers. Company intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
Company reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Site and Service. If Company determines, in its sole and absolute discretion, that a user has or will breach a term or condition of this Agreement or that such transaction or communication is inappropriate, Company may cancel such transaction or take any other action to restrict access to or the availability of any material or content that may be considered objectionable, without any liability to you or any third party.
XI. COPYRIGHT INFRINGEMENT
Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site, in the Content or with the Service. Company has adopted a policy that provides for the immediate suspension or termination of any Site or Service user who is found to have infringed on the rights of Company or a third party, or otherwise violated any intellectual property laws or regulations. Company's policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Company to delete, edit or disable the material in question, you must provide Company with all of the following information:
* A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
* Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
* Identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;
* A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
* A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
For this notification to be effective, you must provide it to Company's designated agent at:
Copyright Compliance Agent
Empower Network, LLC
146 Second Street North, Suite 201
St Petersburg, FL 33701
Or at firstname.lastname@example.org
XII. ALLEGED VIOLATIONS
Company reserves the right to suspend or terminate your use of any Service or the Content or Site. To ensure that Company provides a high quality experience for you and for other users of the Site, Content and Service, you agree that Company or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights or other unauthorized uses of the Site, Content or Service. Company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Company reserves the right to suspend or terminate your account or your access to the Site immediate, with or without prior notice to you, and without liability to you, if Company believes that you have violated any of this Agreement, furnished Company with false or misleading information, or interfered with use of the Site, Content or the Service by others.
XIII. FULL POWER AND AUTHORITY
You represent and warrant that: (i) you have the full power and authority to enter into and perform under this Agreement; (ii) execution and performance of this Agreement does not constitute a breach of, or conflict with, any other agreement or arrangement by which you are bound; (iii) the terms of this Agreement are legal, valid, and binding obligation, enforceable against you; (iv) all content you create to promote Company, its Site, the Content or Service was created without any contribution of any kind from Company including, without limitation, editorial control or approval, that any suggestions regarding content received from Company are made "as-is" and without any warranty; and that you have had all marketing materials created by you reviewed by competent legal counsel and solely assume all responsibility for it; (v) you are at least 18 years of age, (vi) your use of the Site and Content is legal in, and does not violate any laws or rules of, the jurisdictions in which you reside or from which you use or otherwise access the Site, (vii) all information (if any) provided by you to us is correct, (viii) your use of the Site, Content and Services shall be in accordance with this Agreement and your Affiliate Agreement and the Policies and Procedures of Company if you are an affiliate and (ix) you are capable of assuming, and do assume, any risks related to the use of the Site, Content and Services.
XIV. NO WARRANTIES
COMPANY HEREBY DISCLAIMS ALL WARRANTIES. WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE SITE, THE SERVICE OR THE CONTENT CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ALL SUCH CONTENT, SERVICES, SOFTWARE AND PRODUCTS ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, ARISING OUT OF, OR IN CONNECTION WITH, THE SITE, SERVICE AND CONTENT, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING AND ANY LIABILITY WITH REGARD TO THE SITE, CONTENT AND SERVICES AND ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN ANY SERVICE.
YOUR USE OF THE SITE, SERVICE AND CONTENT IS AT YOUR SOLE RISK. ALTHOUGH OUR CONTENT MAY BE UPDATED FROM TIME TO TIME, IT MAY BE OUT OF DATE AND/OR MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. WE ARE NOT RESPONSIBLE FOR YOUR INABILITY OR FAILURE (FOR ANY REASON) TO ACCESS THE SITE OR CONTENT OR OTHERWISE USE OR RECEIVE INFORMATION OR SERVICE FROM OR REGARDING THE SITE, CONTENT, OR YOUR PURCHASES FROM US. WE DO NOT WARRANT THAT THE SITE OR SERVICE WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE SYSTEMS OR THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR SERVICE.
WE ARE NOT RESPONSIBLE OR LIABLE FOR MAINTAINING ANY CONSUMER DATA OR FOR THE DELETION, CORRUPTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE OF ANY CONSUMER DATA OR FOR ANY THIRD PARTY ACCESS TO ANY CONSUMER DATA.
WE MAKE NO WARRANTY OR REPRESENTATION AS TO THE LEVEL OF SUCCESS, IF ANY, INDIVIDUALS MAY ACHIEVE BY USING ANY OF OUR SERVICE. INDIVIDUAL RESULTS MAY VARY AND DEPEND ON MANY FACTORS INCLUDING AN INDIVIDUAL'S SPECIFIC FINANCIAL SITUATION, EFFORTS AND ACTIONS. YOU SHOULD SEEK THE ADVICE OF QUALIFIED PROFESSIONALS SUCH AS AN ACCOUNTANT, ATTORNEY AND/OR PROFESSIONAL ADVISOR FOR SPECIFIC ADVICE FOR YOUR BUSINESS.
XV. LIMITED LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATED PARTIES SHALL HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY CONTENT OR OTHER INFORMATION OR SERVICE RELATED TO THE SITE AND SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR LITIGATION), (I) ARISING FROM ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE CONTENT OR OUR PRODUCTS OR SERVICE, (II) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE OR CONTENT, OR WITH THE DELAY OR INABILITY TO USE THE SITE, CONTENT, OR RELATED SERVICE, OR FROM THE USE OR MISUSE OF ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, RELATED GRAPHICS, AND CONTENT OBTAINED THROUGH THE SITE, (III) ANY INCORRECT OR MISSING INFORMATION OR DATA, OR (IV) OTHERWISE ARISING OUT OR RESULTING FROM LOSS OF YOUR DATA OR INFORMATION, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM LIABILITY, IF ANY, FOR ANY LOSS OR DAMAGE RELATING TO OR ARISING OUT OF YOUR USE OF THE SITE OR ANY CONTENT WILL NOT EXCEED THE LESSER OR ACTUAL DAMAGES OR THE CHARGES PAID BY YOU TO US FOR THE SITE FOR A PERIOD OF TWO MONTHS.
WE ARE NOT RESPONSIBLE FOR INTERRUPTED, INACCESSIBLE OR UNAVAILABLE NETWORKS, SERVERS, SATELLITES, INTERNET SERVICE PROVIDERS, WEBSITES, OR OTHER CONNECTIONS, OR FOR MISCOMMUNICATIONS, FAILED, JUMBLED, SCRAMBLED, DELAYED, OR MISDIRECTED COMPUTER, TELEPHONE OR CABLE TRANSMISSIONS, OR FOR ANY TECHNICAL MALFUNCTIONS, FAILURES OR DIFFICULTIES.
XVI. INCOME DISCLOSURE
THE INCOME DISCLOSURE POSTED ON OUR WEBSITE IS INCORPORATED HEREIN BY REFERENCE AND YOU HEREBY REPRESENT THAT YOU HAVE READ AND UNDERSTAND IT.
XVII. RELATED SITES
Company has no control over, and no liability for any third party sites or materials ("Third Party Sites"). Company works with a number of partners and affiliates whose Internet sites may be linked with the Site. Because Company has no control over the content and performance of these Third Party Sites, Company makes no guarantees about the accuracy, currency, content, or quality of the information provide by such Third Party Sites, and Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those Third Party Sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Company makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this Third Party Sites, and that, unless expressly provided otherwise, this Agreement shall govern your use of any and all Third Party Sites.
Your linking to such Third Party Sites is at your own risk. We do not investigate, monitor, or check such Third Party Sites for accuracy or completeness. We are not responsible for the availability of these Third Party Sites, nor are we responsible for the aesthetics, appeal, suitability to taste or subjective quality of informational content, advertising, products or other materials made available on or through such Third Party Sites. We are providing these links to you only as a convenience and may discontinue providing such links at any time in our sole discretion without notice to you. No endorsement of any third party content, information, data, opinions, advice, statements, goods, services or products is expressed or implied by any information, material or content of any Third Party Site contained in, referred to, included on, or linked from or to, the Site. Under no circumstances shall we or any affiliated providers be held responsible or liable, directly or indirectly, for any loss, injury, or damage caused or alleged to have been caused to you in connection with the use of, or reliance on, any content, information, data, opinions, advice, statements, goods, services, or products available on such Third Party Sites. You should direct any concerns to the respective Third Party Site's administrator or webmaster. Any links to Third Party Sites do not imply that we are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through such links, or that any linked Third Party Site is authorized to use any trademark, trade name, logo or copyright symbol of ours.
Company, its managers, or members may receive an affiliate commission when you purchase some of the products or services that we recommend on our Site or Service. By entering into this Agreement, you acknowledge that you have been informed of such payments, consent to payments of affiliate commission, and that such payments are fair and reasonable.
You agree that, under certain circumstances, Company may suspend or terminate your use of the Site or Service, including without limitation, if Company believes, in our sole and absolute discretion, that you have breached any term of this Agreement or, if you are an affiliate with Company, your Affiliate Agreement or Company's Policies and Procedures. You acknowledge and agree that all suspensions and terminations shall be made in Company's sole discretion and that Company shall not be liable to you or any other party for said suspension and termination.
Upon termination, your license to use the Site, Content or Service and everything accessible by or through the Site, Content or Service shall terminate and the remainder of this Agreement shall survive indefinitely unless and until we chose to terminate it.
Upon termination of any part of this Agreement for any reason, we shall make reasonable efforts to ensure that your User Content is inaccessible and cease use of it; however, you acknowledge and agree that: (i) caching of, copies of, or references to the User Content may not be immediately removed or possible to remove; (ii) such removed User Content may continue in backups (not available to others) for a relatively short period of time; and (iii) due to re-blogging capabilities, such removed User Content may continue to be available (and stored on our servers) through the accounts of other subscribers.
All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) U.S. Mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to us, you must use the following address: Empower Network, LLC., 146 Second Street North, Suite 201, St. Petersburg, FL 33701. If Company provides notice to you, Company will use the contact information provide by you to us. All notices will be deemed received as follows: (A) if delivery by U.S. mail, seven business days after dispatch, (B) if by overnight courier, on the date receipt is confirmed by such courier service, or (C) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated. If applicable law requires that a given communication be "in writing," you agree that email communication will satisfy this requirement.
You agree to indemnify, defend, and hold Company, its managers, members, officers, directors, employees, consultants, agents, and representatives harmless from and against any and all actions, claims, demands, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including attorney's fees and related costs, which (i) arise or in part from your act(s) or omission(s); (ii) arise from or are related to a breach you have any express warranty contained herein; or (iii) failure to comply with this Agreement. We have no duty to reimburse, defend, indemnify, or hold you harmless resulting from, relating to, or arising out of, this Agreement, the Site, or your access to or use of the Site or Content.
If an action is brought against Company in respect to any allegation for which indemnity may be sought, Company will promptly notify you of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to you at your expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim.
Company agrees that you will have sole and exclusive control over the defense and settlement of any such third party claim. However, you agree not to acquiesce to any judgment or enter into any settlement that adversely affects Company's rights or interests without the prior written consent of Company.
XXI. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the laws of the United States and the State of Florida, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Pinellas County, Florida USA in all disputes arising out of or related to the use of the Site, Content or Service. In the event of a dispute between an affiliate and Company arising from or relating to the Agreement, or the rights and obligations of either party, the parties shall attempt in good faith to resolve the dispute through confidential, nonbinding mediation as more fully described in the Policies and Procedures. Company shall not be obligated to engage in mediation as a prerequisite to disciplinary action against an Affiliate. If the parties are unsuccessful in resolving their dispute through mediation, the dispute shall be settled totally and finally by arbitration as more fully described in the Policies and Procedures, which is incorporated herein by reference.
Notwithstanding the foregoing, either party may bring an action before the courts seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights, including but not limited to customer and/or affiliate lists as well as other trade secrets, trademarks, trade names, patents, and copyrights. The parties may also seek judicial enforcement of an arbitration award.
This Agreement does not limit any rights or remedies that we or our suppliers, licensors or other similar entities, may have under trade secret, copyright, patent, trademark or other laws.
Louisiana Residents: Notwithstanding the foregoing, Louisiana residents may bring an action against Company with jurisdiction and venue as provided by Louisiana law.
XXII. SEVERABILITY; WAIVER
If, for whatever reason, a court of competent jurisdiction finds any term or condition in this Agreement to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
Company may, in its sole discretion and without prior notice, (i) revise this Agreement; (ii) modify the Site, Content or the Service, and (iii) discontinue the Site, Content or Service at any time for any revision. Company shall post any revision to this Agreement to the Site, and the revision shall be effective immediately upon such positing. In the event of substantive changes to this Agreement, you will be notified of the changes and required to consent to the new terms. If any modification is unacceptable to you, your only recourse is not to use the Site and Service and to request an immediate termination of your membership. Your express consent or continued use of the Site, Content or our Service following positing of a change notice or new Agreement on the Site will constitute binding acceptance of the changes.
This Agreement will be binding upon each party hereto and its successors and permitted assigns. This Agreement will not be assignable or transferable by you without Company's prior written consent. This Agreement contains the entire understanding of the parties regarding use of the Site and Content, its subject and supersedes all prior and contemporaneous agreements and understandings between the parties regarding the same. Any rights not expressly granted herein are reserved. You are independent contractors, and no agency partnership, joint venture or employee-employer relationship is intended or created by this Agreement. The provisions of this Agreement addressing disclaimers of representations and warranties, indemnity obligations, intellectual property and governing law shall survive the termination of this Agreement.
PART 2: AFFILIATE POLICY
I: ACCEPTANCE OF THE AGREEMENT
Welcome to the Empower Network business. Please read this Empower Network Affiliate Agreement, Policies and Procedures (empowernetwork.com/affiliate-policies), and Compensation Plan (empowernetwork.com/compensation-plan) carefully. The Policies and Procedures and Compensation Plan are incorporated herein by reference and are hereinafter collectively referred to as the "Affiliate Agreement."
II: MONTHLY BILLING
The membership program is automatically renewed each month with a credit or debit card maintained on file with Empower Network. The Affiliate may make adjustments to their monthly subscription in the back office of the Empower Network website.
III: E-SIGN NOTICE - CONSENT TO ELECTRONIC RECORD
E-Sign, the Electronic Signatures in Global and National Commerce Act (15 U.S.C. 7001, et seq.), requires that you consent to entering into an electronic agreement with Empower Network before a Empower Network Affiliate Agreement can be executed. Please read the following information carefully:
b) To access these documents and submit your online Affiliate Application, you will need a personal computer or Mac with Internet access and operational Internet browser software.
IV: IRS W9 INFORMATION
The Tax ID number must match the name as shown on your income tax return to avoid backup withholding. For individuals, this is your social security number.
Please verify the information submitted on your enrollment form. If correct, acknowledge by checking the box below, which will serve as your digital signature. For further information, please see the official IRS W9 form instructions: www.irs.gov/pub/irs-pdf/fw9.pdf
I consent to the use of electronic records and have read, understand, and agree to the Empower Network Affiliate Agreement, Policies and Procedures, and Compensation Plan.
AFFILIATE POLICIES & PROCEDURES
SECTION 1 - INTRODUCTION
SECTION 2 - 1 - Policies and Compensation Plan Incorporated into Affiliate Agreement
These Policies and Procedures, in their present form and as amended by Empower Network, LLC (hereafter “Empower Network” or the “Company”), are incorporated into, and form an integral part of, the Empower Network Affiliate Agreement. It is the responsibility of each Affiliate to read, understand, adhere to, and insure that he or she is aware of and operating under the most current version of these Policies and Procedures. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Empower Network Affiliate Agreement, these Policies and Procedures, and the Empower Network Compensation Plan.
SECTION 2 - BECOMING AN AFFILIATE
SECTION 2 - 1 - Requirements to Become an Affiliate
To become an Empower Network Affiliate, each applicant must:
- Be at least 18 years of age;
- Reside in the United States, a U.S. Territory, or any country that Empower Network has officially announced in writing is open for business;
- Provide Empower Network with his or her valid Social Security or Federal Tax ID number;
- Submit a properly completed Affiliate Agreement to Empower Network; and
- Personally sell an Empower Network service to an end consumer Customer.
Until such time as each of the above takes place, and Empower Network has accepted the Affiliate Agreement, an applicant is not an Affiliate. Empower Network reserves the right to accept or reject any Affiliate Agreement for any reason or no reason.
SECTION 2 - 2 - No Product or Service Purchase Required
No person is required to purchase Empower Network products, services, sales aids in order to become an Affiliate.
SECTION 2 - 3 - Affiliate Benefits
Once an Affiliate Agreement has been accepted by Empower Network, and the requirements of Section 2-1 have been satisfied, the benefits of the Compensation Plan and the Affiliate Agreement are available to the new Affiliate. These benefits include the right to:
- Promote and sell Empower Network products and services;
- Participate in the Empower Network Compensation Plan (the right to receive commissions from the
sale of Empower Network products and services);
- Sponsor other individuals as Affiliates into the Empower Network business and thereby, build a
- Receive periodic Empower Network literature and other Empower Network communications;
- Participate in Empower Network-sponsored support, service, training, motivational and recognition
functions, upon payment of appropriate charges, if applicable; and
- Participate in promotional and incentive contests and programs sponsored by Empower Network for its Affiliates.
SECTION 2 - 4 - Term and Renewal of the Independent Empower Network Business
The term of the Affiliate Agreement is for a period of one year from the date the Affiliate Agreement is accepted by Empower Network subject to prior termination pursuant to this Agreement and shall automatically renew for successive one year terms unless either party notifies the other party in writing that it does not wish to renew the Affiliate Agreement.
SECTION 2 – 5 – Adherence to the Empower Network Compensation Plan
Affiliate must adhere to the terms of the Empower Network Compensation Plan as set forth in official Empower Network literature.
SECTION 3 - OPERATING AN INDEPENDENT EMPOWER NETWORK BUSINESS
SECTION 3 - 1 - Affiliate Marketing
Affiliates shall not offer the Empower Network opportunity through, or in combination with, any other system, program, co-op, leads, sales tools, or method of marketing other than certified materials that have passed Empower Network’s Accreditation standards. Affiliate shall not require or encourage other current or prospective Affiliates to participate in Empower Network in any manner that varies from the program as set forth in official Empower Network literature. Affiliates shall not require or encourage other current or prospective Customers or Affiliates to execute any agreement or contract other than official Empower Network agreements and contracts in order to subscribe to or purchase Empower Network products or services or to become Empower Network Affiliates. Similarly, Affiliates shall not require or encourage other current or prospective Customers or Affiliates to make any purchase from, or payment to, any individual or other entity to participate in the Empower Network Compensation Plan. Affiliates shall truthfully identify themselves, their products, and the purpose of their business to prospective customers. Affiliates may not use any misleading, deceptive, or unfair sales practices. Explanation and demonstration of products and services offered shall be accurate and complete including, but not limited to, with regard to price, terms of payment, refund rights, guarantees, and after-sales services and delivery. Personal or telephone contacts shall be made in a reasonable manner and during reasonable hours to avoid intrusiveness and in accordance with applicable laws. Affiliates must immediately discontinue a demonstration or sales presentation upon the request of the Customer. Affiliates shall not directly or by implication, denigrate any other company or product. Affiliates shall refrain from using comparisons which are likely to mislead and which are incompatible to the principles of fair competition. Affiliates shall not abuse the trust of Customers, shall respect the lack of commercial experience of Customers and shall not exploit a Customer’s age, illness, lack of understanding or lack of language expertise.
SECTION 3 - 2 - Advertising SECTION 3 - 2 - 1 - General
All Affiliates shall safeguard and promote the good reputation of Empower Network and its products and services. The marketing and promotion of Empower Network, the Empower Network opportunity, the Compensation Plan, and Empower Network products or services must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.
To promote both the platform and the opportunity Empower Network has to offer, Affiliates must use the sales aids and support materials produced by Empower Network or an Accredited support company bearing the Empower Network accreditation mark. If Empower Network Affiliates develop their own sales aids and promotional materials (which includes Internet advertising), notwithstanding Affiliates’ good intentions, they may unintentionally violate any number of statutes or regulations affecting the Empower Network business. These violations, although they may be relatively few in number, could jeopardize the
Empower Network opportunity for all Affiliates. Accordingly, Affiliates must submit all sales aids, promotional materials, advertisements, websites and other literature to the Company for Company’s written approval prior to use. The marketing and promotion of Empower Network, the Empower Network opportunity, the Compensation Plan, and Empower Network products and services shall be consistent with the public interest. Affiliates may not make false or misleading statements about the sales opportunity. Affiliates may not sell sales aids to other Empower Network Affiliates. Any Affiliate who receives written authorization from Empower Network to produce his or her own sales aids may not sell such material to any other Empower Network Affiliate. Empower Network further reserves the right to rescind approval for any sales tools, promotional materials, advertisements, or other literature, and Affiliates waive all claims for damages or remuneration arising from or relating to such rescission.
SECTION 3 - 2 - 2 - Trademarks and Copyrights
The name of Empower Network and other names as may be adopted or used by Empower Network are proprietary trade names, trademarks and service marks, designs, or symbols, or any derivatives of such marks of Empower Network (collectively “marks”). As such, these marks are of great value to Empower Network and are supplied to Affiliates for their use only in an expressly authorized manner. Empower Network will not allow the use of its marks by any person, including Empower Network Affiliates, in any unauthorized manner.
Affiliates may not use or attempt to register any of Empower Network’s marks, product names, the Company’s name, or any derivative thereof, for any Internet domain name, e-mail address, or online alias. Additionally, an Affiliate cannot use or register domain names, email addresses, and/or online aliases that could cause confusion, or be misleading or deceptive, in that they cause individuals to believe or assume the communication is from, or is the property of Empower Network.
The content of all Company sponsored events is copyrighted material. Affiliates may not produce for sale or distribution any recorded Company events, presentations, or speeches. Nor may Affiliates reproduce for sale or for personal use any recording of Company-produced audio or videotape presentations.
As an independent Affiliate, Affiliates may use the Empower Network name in the following manner:
Independent Empower Network Affiliate
Independent Empower Network Affiliate
For example, an Affiliate may not secure the domain name www.buyempowernetwork.com, nor may an Affiliate create an email address such as EmpowerNetworksales@hotmail.com. Additionally, an Affiliate may only use the phrase Independent Empower Network Affiliate in telephone greetings or on an answering machine to clearly separate the Affiliate’s independent Empower Network business from Empower Network.
SECTION 3 - 2 - 3 - Media and Media Inquiries
No press releases may be issued by anyone other than Empower Network. No exceptions.
Affiliates must not attempt to respond to media inquiries regarding Empower Network, its products or services, or their independent Empower Network business. All inquiries by any type of media must be immediately referred to the Legal Department at email@example.com. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image. Affiliates must not utilize ratio or television media, including radio or television infomercials, for the advertising, distribution or promotion of the Empower Network products or opportunity with the express consent of Empower Network. In the unlikely event that Empower Network does grant permission for the use of such media, Empower Network reserves the right to have final authority and final approval before any releases of media, on every stage of the production process with full rights to all recordings.
SECTION 3 - 2 - 4 - Unsolicited Email
Empower Network does not permit Affiliates to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation, the federal CAN SPAM Act. Any email sent by an Affiliate that promotes Empower Network, the Empower Network opportunity, or Empower Network products and services must comply with applicable law and including the following:
(i) There must be a functioning return email address to the sender;
(ii) There must be a notice in the email that advises the recipient that he or she may reply to the email,
via the functioning return email address, to request that future email solicitations or
correspondence not be sent to him or her (a functioning “opt-out” notice);
(iii) The email must include the Affiliate’s physical mailing address;
(iv) The email must clearly and conspicuously disclose that the message is an advertisement or
(v) The use of deceptive subject lines and/or false header information is prohibited; and
(vi) All opt-out requests, whether received by email or regular mail, must be honored. If an Affiliate
receives an opt-out request from a recipient of an email, the Affiliate must forward the opt-out request to the Company.
Empower Network may periodically send commercial emails on behalf of Affiliates. By entering into the Affiliate Agreement, Affiliate agrees that the Company may send such emails and that the Affiliate’s physical and email addresses will be included in such emails as outlined above. Affiliates shall honor opt- out requests generated as a result of such emails sent by the Company.
SECTION 3 - 2 - 5 - Unsolicited Faxes
Except as provided in this section, Affiliates may not use or transmit unsolicited faxes in connection with their Empower Network businesses. All faxes must be sent in compliance with applicable laws. “Unsolicited faxes” includes the transmission via telephone facsimile or computer of any material or information advertising or promoting Empower Network, its products or services, its Compensation Plan or any other aspect of the Company which is transmitted to any person, except that this term does not include a fax: (a) to any person with that person's prior express invitation or permission; or (b) to any person with whom the Affiliate has an established business or personal relationship. The term "established business or personal relationship" means a prior or existing relationship formed by a voluntary two way communication between an Affiliate and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such Affiliate; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.
SECTION 3 - 2 - 6 - Telephone Directory Listings
Affiliates may list themselves as an “Independent Empower Network Affiliate” in the white or yellow pages of the telephone directory, or with online directories, under their own name. No Affiliate may place telephone or online directory display ads using Empower Network's name or logo. Affiliates may not answer the telephone by saying “Empower Network”, “Empower Network Incorporated”, or in any other manner that would lead the caller to believe that he or she has reached corporate offices of Empower Network. If an Affiliate wishes to post his or her name in a telephone or online directory, it must be listed in the following format:
Independent Empower Network Affiliate
SECTION 3 - 2 - 7 - Television and Radio Advertising
Affiliates may not advertise on television or radio except with Empower Network’s prior express written approval.
SECTION 3 - 3 - Online Conduct
It is the Affiliate’s obligation to ensure that his or her online marketing activities are truthful, are not deceptive and do not mislead Customers or potential Affiliates in any way.
SECTION 3 - 3 - 1 - Affiliate Web Sites
Affiliates may develop their own web pages, with prior review and written consent from the Company, however, any Affiliate who does so: (a) must use the text of the Company’s official web site; (b) may not supplement the content of his or her web site with text from any source other than the Company; and (c) may not promote or sell any non-Empower Network products or opportunity. Websites and web promotion activities and tactics that mislead or are deceptive, regardless of intent, will result in disciplinary action. Misleading tactics include, but are not limited to, spam linking (or blog spam), unethical search engine optimization tactics, misleading click-through ads (i.e. having the display URL of a Pay-Per-Click campaign appear to be directed to an official Empower Network Corporate Site when it in fact goes elsewhere), deceptive or misleading banner ads, and deceptive or misleading press releases. Empower Network will be the sole determinant of truthfulness and whether specific activities are misleading or deceptive.
No income claims or representations contained within an Affiliate’s website unless expressly authorized in writing by the Company and there must be a link to the Empower Network Income Disclosure Statement immediately adjacent to any such claim or representation.
The use of any other web site or web page (including without limitation auction sites such as eBay) to promote Empower Network products or the Empower Network opportunity is prohibited.
SECTION 3 - 3 - 2 - Affiliate Website Content
Affiliates are solely responsible and liable for the content, messaging, claims, and information included in their websites and must ensure that it appropriately represents and enhances the Empower Network brand and adheres to the terms of the Agreement. Additionally, such websites must not contain disingenuous popup ads or promotions or malicious code. Decisions and corrective actions in this area are at Empower Network’s sole discretion. The content of any website that promotes the Empower Network opportunity or Empower Network’s platform must be suitable for viewing by all persons and age groups. Such websites may not contain any material that:
- Is sexually explicit, obscene, or pornographic;
- Is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
- Is graphically violent, including any violent video game images;
- Is solicitous of any unlawful behavior;
- Engages in personal attacks on any individual, group, or entity;
- Is in violation of any intellectual property rights of the Company or any third party; or
- Use of words like (but not limited to): scam, scams, rip-off, con, cheat, fraud, swindle, scare, fear,
warning or hoax.
SECTION 3 - 3 - 3 - Independent Affiliate Disclosure
To avoid confusion, each page of an Affiliate’s website must prominently disclose that the website is owned and operated by an Independent Empower Network Affiliate and not by the Company. To avoid confusion the following two elements must be prominently displayed at the top of every page of an independent Empower Network website developed by an Affiliate:
- The Empower Network independent affiliate logo
- The Affiliate’s name and title (i.e., Alice Smith, Independent Empower Network Affiliate)
Anyone landing on any page of an Affiliate’s website must clearly understand that they are at an Independent Affiliate site, and not an Empower Network Corporate page.
SECTION 3 - 3 - 4 - Social Media and Digital Media
In addition to meeting all other requirements specified in these Policies and Procedures, should an Affiliate utilize any form of social media, including but not limited to: Facebook, Twitter, LinkedIn, YouTube, Pinterest, or the Affiliate agrees to each of the following:
- No product sales or enrollments may occur on any social media site. To generate sales, a social media site must link only to the Empower Network website;
- Any social media site that is directly or indirectly operated or controlled by an Affiliate that is used to discuss or promote Empower Network’s products or the Empower Network opportunity may not link to any website, social media site, or site of any other nature, other than the Empower Network website.
Social media may be used by Affiliates to share information about the Empower Network business opportunity and Empower Network services, provided such information complies with the terms of the Agreement. Profiles an Affiliate generates in any social community where Empower Network is discussed or mentioned must clearly identify the Affiliate as an Independent Empower Network Affiliate and not as an employee, agent, or corporate representative of the Company. Affiliates may not upload, submit or publish any content to (including but not limited to) Facebook, YouTube, Twitter or Pinterest any video, audio, presentations or any computer files received from Empower Network or captured at official Empower Network events or in buildings owned or operated by Empower Network. No income claims or representations may be made when participating in a social networking site unless expressly approved in writing by the Company.
Affiliates may not use online classifieds (including Craigslist) to list, sell, or retail specific Empower Network products and services or the business opportunity. Empower Network’s products and services may not be listed on Amazon, eBay or any other online auction sites. Nor may Affiliate’s enlist or allow a third party to sell products on Amazon, eBay or any other online auction sites.
SECTION 3 - 3 - 5 - Authorization to Use Name and Likeness
By executing the Agreement, each Affiliate grants to the Company and its affiliates and agents the absolute, perpetual and worldwide right and license to use, to record, photograph, publish, reproduce, advertise, display, edit, and sell in any manner for all purposes, his or her name, photograph, likeness, voice testimony, biographical information, image and other information related to Affiliate’s business with the Company (collectively the “Likeness”) in marketing, promotional, advertising and training materials, whether in print, radio or television broadcasts (including cable and satellite transmissions) audio and videotapes on the Internet or in other media (“Publicity Materials”) for an unlimited number of times, without compensation, in perpetuity. Each Affiliate waives any right to inspect or approve any Publicity Materials including or accompanying his or her Likeness. Each Affiliate further releases the Company from any liability or obligation that may arise as a result of the use of his or her Likeness, including without limitation, claims for invasion of privacy, infringement of right of publicity and defamation (including libel and slander). An Affiliate may withdraw his or her authorization of any use of his or her Likeness that has not already been publicized by providing written notice to the Company. Affiliates agree that any information given by Affiliate, including his or her testimonial, is true and accurate.
SECTION 3 - 4 - Change of Sponsor
An Affiliate may only have one sponsor. Except as set forth in this Section, Empower Network prohibits changes of sponsorship to uphold the integrity of the Commission Plan and downline.
SECTION 3.4.1 - Cancellation and Re-application
An Affiliate may only change his or her Sponsor by voluntarily terminating his or her Affiliate Agreement and remaining inactive (i.e., no promotion or sponsor of sales of Empower Network products or services, no sponsoring, no attendance at any Empower Network functions, no participation in any other form of Affiliate activity, no operation of any other Empower Network business, and no income from the Empower Network business) for six full calendar months after termination. Following the six month period of inactivity, the former Affiliate may reapply under a new Sponsor. In that event, the former Affiliate’s Marketing Organization will remain in the original line of sponsorship and the former Affiliate will start back as a new Affiliate with no downline.
SECTION 3 - 5 - Waiver of Claims
In cases in which the appropriate sponsorship change procedures have not been followed, and a Marketing Organization has been developed in the second business developed by an Affiliate, Empower Network reserves the sole and exclusive right to determine the final disposition of the Marketing Organization. Resolving conflicts over the proper placement of a downline that has developed under a Marketing Organization that has improperly switched sponsors is often extremely difficult. Therefore, AFFILIATES WAIVE ANY AND ALL CLAIMS AGAINST EMPOWER NETWORK, ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM EMPOWER NETWORK’S DECISION REGARDING THE TRANSFER OR DISPOSITION OF ANY DOWNLINE OR MARKETING ORGANIZATION.
SECTION 3 - 6 - Unauthorized Claims and Actions
SECTION 3 - 6 - 1 - Indemnification
An Affiliate is fully responsible for all of his or her verbal and written statements made regarding Empower Network services and the Compensation Plan, which are not expressly contained, in official Empower Network materials. This includes statements and representations made through all sources of communication media, whether person-to-person, in meetings, online, through Social Media, in print, or any other means of communication. By accepting the Agreement, each Affiliate agrees to indemnify and hold harmless the Company, its owners, 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 Affiliate’s (i) activities as an Affiliate; (ii) breach of the terms of the Agreement; and/or (iii) violation of or failure to comply with any applicable federal, state or local law or regulation. This provision shall survive the termination of the Affiliate Agreement.
SECTION 3 - 6 - 2 - Income Claims
An Affiliate, when presenting or discussing the Empower Network opportunity or Compensation Plan to a prospective Affiliate, may not make income projections, income claims, or disclose his or her Empower Network income (including the showing of checks, copies of checks, bank statements, or tax records) unless previously approved in writing by the Company and, at the time the presentation is made, the Affiliate provides a current copy of the Empower Network Income Disclosure Statement (IDS) to the person(s) to whom he or she is making the presentation.
SECTION 3 - 6 - 3 - Opportunity Claims
When presenting or discussing the Empower Network opportunity or the Empower Network Compensation Plan, Affiliates must make it clear to prospects that financial success with Empower Network requires commitment, effort, and sales skill. Conversely, Affiliates must never represent that one can be successful without selling products and services and diligently applying themselves. Examples of misrepresentations in this area include:
- It’s a turnkey system;
- “All In” Mentality – okay to encourage someone to go “All-In” for educational purposes and for help in building his or her business. However, behaviors that are not permitted: “Get All-In sit back and make money,” “Go into debt,” “forego paying your rent,” “sell your car,” “do it or you’ll be removed from the team,” “threats,” “bashing,” “name calling,” or “alienation” in any manner;
- The system will do the work for you;
- Just get in and your downline will build through spillover;
- Just join and I’ll build your downline for you;
- The Company does all the work for you;
- You don’t have to sell anything; or
- All you have to do is buy your products or services every month.
The above are just some examples of improper and prohibited statements about the Company and the Compensation Plan. It is important that Affiliates do not make these or any other representations that could lead a prospect to believe that he or she can be successful as an Empower Network Affiliate without commitment, effort, and sales skill.
SECTION 3 - 6 - 4 - Income Disclosure Statement
The Empower Network Income Disclosure Statement (“IDS”) is designed to convey truthful, timely, and comprehensive information regarding the income that Empower Network Affiliates earn. In order to accomplish this objective, a copy of the IDS must be presented to a prospective Affiliate (someone who is not a party to a current Empower Network Affiliate Agreement) anytime the Compensation Plan is presented or discussed, or any type of income claim or earnings representation is made.
The terms “income claim” and/or “earnings representation” (collectively “income claim”) include: (a) statements of actual earnings, (b) statements of projected earnings, (c) statements of earnings ranges, (d) income testimonials, (e) lifestyle claims and (f) hypothetical claims.
A lifestyle income claim typically includes statements (or pictures) involving large homes, luxury cars, exotic vacations, or other items suggesting or implying wealth. They also consist of references to the achievement of one's dreams, having everything one always wanted, and are phrased in terms of “opportunity” or “possibility” or “chance.” Claims such as “My Empower Network income exceeded my salary after six months in the business,” or “Our Empower Network business has allowed my wife to come home and be a full-time mom” also fall within the purview of “lifestyle” claims.
In any non-public meeting (e.g., a home meeting, one-on-one, regardless of venue) with a prospective Affiliate or Affiliates in which the Compensation Plan is discussed or any type of income claim is made, Affiliates must provide the prospect(s) with a copy of the IDS. In any meeting that is open to the public in which the Compensation Plan is discussed or any type of income claims expressly approved in writing by the Company is made, Affiliates must provide every prospective Affiliate with a copy of the IDS. In any meeting in which any type of video display is utilized (e.g., monitor, television, projector, etc.) a slide of the IDS must be displayed continuously throughout the duration of any discussion of the Compensation Plan or the making of an income claim.
Copies of the IDS may be printed or downloaded without charge from the Affiliate Back Office.
Affiliates who develop sales aids and tools in which the Compensation Plan or income claims are present must incorporate the IDS into each such sales aid or tool prior to distribution to prospective Affiliates.
SECTION 3 - 6 - 5 - Tradeshows, Exhibitions and other Sales Forums
Affiliates may display and/or sell Empower Network products or services at trade shows and professional expositions, provided the provisions of Section 3.2.2 are adhered to.
SECTION 3 - 7 - Conflicts of Interest
SECTION 3 - 7 - 1 - Non-Solicitation
Empower Network Affiliates are free to participate in other affiliate, multilevel or network marketing business ventures or marketing opportunities (collectively, “network marketing”) there are conditions to adhere to when promoting those other ventures. However, such Affiliates agree that they shall not directly or indirectly recruit other Empower Network Affiliates or Customers for any other network marketing business, other than those they personal enrolled into Empower Network (not a pass-up). This provision shall be enforceable during the term of this Agreement and for twelve (12) months thereafter, regardless if cancellation was voluntary or involuntary.
The term “recruit” includes the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort of influence in any other way an Affiliate or Customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. The term also includes general solicitation on your social networking site where your “friends” include persons not personally enrolled by you and who are Empower Network Affiliates. It also includes merely mentioning your participating in another Network Marketing business.
Empower Network Affiliates are not restricted from selling the services and products of other companies. However, direct or indirect promotion of those products and services to Empower Network affiliates or customers is limited to those personally sponsored by the Affiliate.
If after a full investigation it is confirmed that an Affiliate has violated this provision, he or she will be suspended without compensation for 1 month. If after that, the behavior continues, Empower Network will terminate the position.
SECTION 3 - 7 - 2 - Cross-Sponsoring
“Cross sponsoring” is defined as the enrollment into a different line of sponsorship of an individual, or business entity, that already has a signed Agreement with Empower Network. Actual or attempted cross sponsoring is not allowed. If cross sponsoring is verified by Empower Network, sanctions up to and including termination of an Affiliate’s distributorship may be imposed.
SECTION 3.7.3 Affiliate Participation in Other Programs
While Empower Network Affiliates are free to participate in other affiliate, multilevel or network marketing business ventures or marketing opportunities (collectively, “network marketing”) there are conditions to adhere to when promoting those other ventures. If an Affiliate is engaged in other non- Empower Network programs, it is the responsibility of the Affiliate to ensure that his or her Empower Network business is operated entirely separate and apart from any other program. To this end, the following must be adhered to:
- Affiliates may not use the Empower Network system, services, or back office to send communications regarding a non-Empower Network business or opportunity;
- Affiliates shall not display Empower Network promotional materials, sales aids, products or services with or in the same location as any non-EN promotional materials, sales aids, products or services.
- Affiliates may not offer any non-Empower Network products, services or opportunity within fifteen (15) miles and within two (2) hours of any Empower Network event, meeting, seminar, convention, webinar, teleconference or other Empower Network sponsored function.
- Affiliates shall not offer the Empower Network opportunity, products or services to prospective or existing Customers or Affiliates in conjunction with any non-Empower Network program, opportunity, product or service.
- Affiliate may not offer any non-Empower Network opportunity, products, services or opportunity at any Empower Network-related meeting, seminar, convention, webinar, teleconference, or other function.
SECTION 3.7.4 - Confidential Information
“Confidential Information” includes, but is not limited to, (whether in oral, written or electronic form) Customer and Affiliate lists, contact information of Empower Network Customers and Affiliates, and Affiliates’ personal and downline sales information, trade secrets, manufacturer and supplier information, business reports, commission or sales reports and such other financial and business information which the Company deems as confidential. Confidential Information is, or may be available, to Affiliates in their respective back-offices. Affiliate access to such Confidential Information is password protected, is confidential, and constitutes proprietary information and business trade secrets belonging to Empower Network. Such Confidential Information is provided to Affiliates in strictest confidence and is made available to Affiliates for the sole purpose of assisting Affiliates in working with their respective Marketing Organizations in the development of their Empower Network business. Affiliates must use their best efforts to keep such confidential information confidential. Affiliates may not use any Confidential Information for any purpose other than for developing their independent Empower Network businesses. When an Affiliate participates in other direct selling or multilevel marketing ventures, the Affiliate may not use the Confidential Information, including, but not limited to, Customer or Affiliate lists. Affiliates should use the Confidential Information to assist, motivate, and train their downline Affiliates and in connection with the sale of the Company’s products and services, and for no other purpose. In so doing, an Affiliate may not disclose the Confidential Information to any third party, including, without limitation, his or her downline Affiliates. Each Affiliate and Empower Network agrees that, but for this agreement of confidentiality and nondisclosure, Empower Network would not provide Confidential Information to the Affiliate. Upon nonrenewal or termination of the Agreement, Affiliates must immediately discontinue all use of the Confidential Information and if requested by the Company promptly return all materials in their possession to the Company within five business days of request at their own expense.
To protect the Confidential Information, an Affiliate shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:
(i) Directly or indirectly disclose any Confidential Information to any third party;
(ii) Directly or indirectly disclose the password or other access code to his or her back-office;
(iii) Use any Confidential Information to compete with Empower Network or for any purpose other
than promoting his or her Empower Network business; or
(iv) Recruit or solicit any Affiliate or Customer of Empower Network listed on any report or in the
Affiliate’s back-office, or in any manner attempt to influence or induce any Affiliate or Customer of Empower Network, to alter their business relationship with Empower Network.
The obligation of an Affiliate to not disclose any Confidential Information shall survive expiration or termination of the Agreement.
SECTION 3 - 8 - Recruiting and Soliciting Other Direct Sellers
When recruiting or soliciting participants in other direct selling ventures to either purchase Empower Network services or to participate in the Empower Network opportunity, Affiliates must not encourage such persons to terminate or violate any term or condition of any agreements that they may have with other direct selling companies. Should an Affiliate engage in such activity, the Affiliate bears the risk of being sued by the other direct sales company. If any lawsuit, arbitration or mediation is brought against an Affiliate alleging that he or she engaged in inappropriate recruiting activity of its sales force or Customers, Empower Network will not pay any of the Affiliate’s defense costs or legal fees, nor will Empower Network indemnify the Affiliate for any judgment, award, or settlement.
SECTION 3 - 9 - Errors or Questions
If an Affiliate has questions about or believes any errors have been made regarding commissions, bonuses, downline activity reports, genealogy lists, or charges, the Affiliate must notify Empower Network in writing within 60 days of the date of the purported error or incident in question. Empower Network will not be responsible for any errors, omissions or problems not reported to the Company within 60 days.
SECTION 3 - 10 - Governmental Approval or Endorsement
Neither federal nor state regulatory agencies or officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Affiliates shall not represent or imply that Empower Network or its Compensation Plan have been "approved," "endorsed" or otherwise sanctioned by any government agency.
SECTION 3 - 11 - Income Taxes
Each Affiliate is responsible for paying all local, state, and federal taxes on any income generated as an Affiliate. If an Affiliate’s Empower Network business is tax exempt, the Federal tax identification number must be provided to Empower Network. Every year, Empower Network will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident who: 1) Had earnings of over $600 in the previous calendar year; or 2) Made purchases during the previous calendar year in excess of $5,000, or as otherwise required by law.
Empower Network cannot provide Affiliates with any personal tax advice. Affiliates should consult with their own tax accountant, tax attorney, or other tax professional.
SECTION 3 - 12 - Independent Contractor Status
Affiliates are independent contractors. The Agreement between Empower Network and its Affiliates does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Affiliate. Affiliates shall not be treated as an employee for his or her services or for Federal or state tax purposes. All Affiliates are responsible for paying local, state, and federal taxes due from all compensation earned as an Affiliate of the Company. Empower Network is not responsible for withholding, and shall not withhold or deduct from a Representative’s bonuses and commissions, if any, FICA or taxes of any kind, unless withholding becomes legally required. Affiliates have no authority (expressed or implied), to bind the Company to any obligation. Affiliates are not authorized to and will not incur any debt, expense, obligation, or open any checking account or credit card on behalf of, for, or in the name of Empower Network. Each Affiliate shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Affiliate Agreement, these Policies and Procedures, and applicable laws. Each Affiliate shall be solely responsible for paying all expenses incurred, including but not limited to travel, food, lodging, secretarial, office, long distance telephone, and other expenses.
SECTION 3 - 13 - International Marketing
Affiliates are authorized to sell Empower Network products and services and to enroll Affiliates only in the countries in which Empower Network is authorized to conduct business, as announced in official Company literature. In addition, no Affiliate may, in any unauthorized country: (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential Customers or Affiliates; or (c) conduct any other activity for the purpose of sponsoring the sale of Empower Network products or services, establishing a Marketing Organization, or promoting the Empower Network opportunity.
SECTION 3 - 14 - Enrollment and Bonus Buying Restrictions
Each Affiliate must directly join the Company and purchase products and services on his or her own volition. As a result, the following activities are strictly prohibited for any reason including “bonus buying.” Affiliates are prohibited from: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an Independent Affiliate Agreement by such individuals or entities including, without limitation, through co-ops; (b) the fraudulent enrollment of an individual or entity as an Affiliate or Customer; (c) the enrollment or attempted enrollment of nonexistent individuals or entities as Affiliate or Customers (“phantoms”); (d) the use of a credit card by or on behalf of an Affiliate or Customer when the Affiliate or Customer is not the account holder of such credit card; (3) the purchasing of products, services or other items on behalf of another Affiliate or Customer or under another Affiliate ’s or Customer’s I.D. number for any purpose including, without limitation, to qualify for commissions or bonuses. Affiliates agree that they shall not purchase Empower Network products or services for the sole purpose of qualifying for compensation under the Compensation Plan. Nor shall any Affiliate influence or attempt to influence any other Affiliate to do the same. Bonus buying also includes any mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions or bonuses that is not driven by bona fide product or service purchases by end user consumers.
SECTION 3 - 15 - Adherence to Laws and Ordinances
Affiliates shall comply with all federal, state, and local laws and regulations in the conduct of their businesses. Many cities and counties have laws regulating certain home-based businesses. Affiliates must obey those laws that do apply to them. If a city or county official tells an Affiliate that an ordinance applies to him or her, the Affiliate shall be polite and cooperative and consult the appropriate legal advisor as to its applicability and compliance.
SECTION 3 - 16 - One Empower Network Business Per Affiliate and Per Household
An Affiliate may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one Empower Network business. No individual may have, operate or receive compensation from more than one Empower Network business. Individuals of the same Household may not enter into or have an interest in more than one Empower Network Business. A “Household” is defined as all individuals who are living at or doing business at the same address, and who are related by blood, marriage, domestic partnership, or adoption, or who are living together as a family unit or in a family-like setting.
In order to maintain the integrity of the Empower Network Compensation Plan husbands and wives, domestic partnerships, or common-law couples (collectively referred to herein as “spouses”) who wish to become Empower Network Affiliates must be jointly sponsored as one Empower Network business. Spouses, regardless of whether one or both are signatories to the Affiliate Agreement, may not own or operate any other Empower Network business, either individually or jointly, nor may they participate directly or indirectly (as a shareholder, partner, trustee, trust beneficiary, or have any other legal or equitable ownership) in the ownership or management of another Empower Network business in any form.
An exception to the one business per Affiliate/Household rule will be considered on a case-by-case basis if two Affiliates get married or move in together, or in cases of an Affiliate receiving an interest in another business through inheritance. Requests for exceptions to policy must be submitted in writing to the Legal Department (firstname.lastname@example.org).
SECTION 3 - 17 - Actions of Household Members or Affiliated Parties
If any member of an Affiliate’s immediate Household engages in any activity, which, if performed by the Affiliate, would violate any provision of the Agreement, such activity will be deemed a violation by the Affiliate, and Empower Network may take disciplinary action pursuant to these Policies and Procedures against the Affiliate. Similarly, if any individual associated in any way with a corporation, partnership, limited liability company, trust or other legal entity (a “Business Entity”) violates the Agreement, such action(s) will be deemed a violation by the Business Entity, and Empower Network may take disciplinary action against the Business Entity. Likewise, if an Affiliate enrolls in Empower Network as a Business Entity, each Affiliated Party (as defined in Section 3.17.1) of the Business Entity shall be personally and individually bound to, and must comply with, the terms and conditions of the Agreement.
SECTION 3.17.1 Business Entities
A Business Entity may apply to be a Empower Network Affiliate by submitting an Affiliate Application and Agreement along with a properly completed Business Entity Registration form and a properly completed IRS Form W-9 (Request for Taxpayer Identification Number). If an Affiliate enrolls online, the Business Entity Registration Form must be submitted to Empower Network within 30 days of the online enrollment. (If not received within the 30-day period, the Affiliate Agreement shall automatically terminate.) An Empower Network business may change its status under the same Sponsor from an individual to a Business Entity. There is a $25.00 fee for each change requested, which must be included with the written request and the completed Affiliate Agreement. The Business Entity Registration form must be signed by all of the owners, shareholders, members, partners or trustees. The Business Entity and its owners, shareholders, members, managers, partners, trustees, or other parties with any ownership interest in, or management responsibilities for, the Business Entity (collectively “Affiliated Parties”) are individually, jointly and severally liable for any indebtedness to Empower Network, compliance with the Empower Network Policies and Procedures, compliance with the Empower Network Affiliate Agreement, and all other obligations to Empower Network. Empower Network will recognize only one individual in regard to any benefits received based on account performance. Be sure to indicate who shall receive said benefits (should any occur) when completing the Business Entity Registration Form. If no one is listed, Empower Network will deem it to be the first person listed on the form.
SECTION 3 - 18 - Sale, Transfer or Assignment of an Independent Empower Network Business
Although an Empower Network business is an independently operated business, the sale, transfer or assignment of an Empower Network business is subject to certain limitations. If an Affiliate wishes to sell his or her Empower Network business, the selling Affiliate must offer Empower Network the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer. Empower Network shall have 15 days from the date of receipt of the written offer from the Affiliate to exercise its right of first refusal. If Empower Network elects not to purchase the business, the following criteria must be met:
- The selling Affiliate must submit a $250 transfer fee to the Company to reimburse it for its expenses associated with the transaction.
- Empower Network must approve the buyer or transferee prior to finalization of the purchase.
- The buyer or transferee must become a qualified Empower Network Affiliate. If the buyer is an active Empower Network Affiliate, he or she must first terminate his or her Empower Network business and wait six calendar months before acquiring any interest in a different Empower Network business.
- Before the sale, transfer or assignment can be finalized and approved by Empower Network, any debt obligations the selling Affiliate has with Empower Network must be satisfied.
- The selling Affiliate must be in good standing and not in violation of any of the terms of the
Agreement in order to be eligible to sell, transfer or assign an Empower Network business.
Prior to selling an independent Empower Network business or interest in an Affiliate who is a Business Entity, the selling Affiliate must notify Empower Network’s Compliance Department in writing and advise of his or her intent to sell his or her Empower Network business or Business Entity interest. The selling Affiliate must receive written approval from Empower Network before proceeding with the sale. No changes in line of sponsorship can result from the sale or transfer of an Empower Network business.
The selling Affiliate agrees that he or she will not disparage, demean or otherwise criticize Empower Network, either written or verbal, after the sale or transfer of his or her Empower Network business. Affiliates agree that it would be impossible, impractical, or extremely difficult to fix the actual damages suffered by reason of such a violation. Therefore, if such a breach does occur, Affiliates hereby agree that Empower Network may recover damages incurred, without prejudice to Empower Network’s right to also seek injunctive or other equitable relief.
SECTION 3.18.1 Financing Prohibited
Empower Network LLC does not permit the use of any financing options or terms by an Affiliate to his or her team or prospects. This includes, but is not limited to: Affiliate membership and product or service purchases. All purchases are to be made through the Empower Network site and by no other means. Violation of this policy may include suspension or termination of the Affiliate's Agreement Network account.
SECTION 3.18.2 - General
Each Affiliate must immediately notify Empower Network of all changes to the information contained on his or her Affiliate Agreement or Business Entity Registration Form. Affiliates may modify their existing Affiliate Agreement (i.e., change Social Security number to Federal I.D. number, or change the form of ownership from an individual proprietorship to a Business Entity owned by the Affiliate) by submitting a written request, a properly executed Affiliate Agreement, and appropriate supporting documentation. Changes shall be processed only once per year. All changes must be submitted by November 30 to become effective on January 1 of the following year.
SECTION 3 - 19 - Separation of an Empower Network Business
Empower Network Affiliates sometimes operate their Empower Network businesses as a Business Entity. At such time as a marriage may end in divorce or a Business Entity may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship.
During the divorce or Business Entity dissolution process, the parties must adopt one of the following methods of operation:
One of the parties may, with consent of the other(s), operate the Empower Network business pursuant to an assignment in writing whereby the relinquishing spouse or owner in the Business Entity authorizes Empower Network to deal directly and solely with the other spouse or owner(s).
The parties may continue to operate the Empower Network business jointly on a “business-as- usual” basis, whereupon all compensation paid by Empower Network will be paid according to the status quo as it existed prior to the divorce filing or dissolution proceedings. This is the default procedure if the parties do not agree on the format set forth above.
Under no circumstances will the Marketing Organization of divorcing spouses or a dissolving Business Entity be divided. Empower Network will recognize only one Marketing Organization. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the business in a timely fashion as determined by the Company, the Affiliate Agreement shall be involuntarily canceled.
If a former spouse or owner in the Business Entity has completely relinquished all rights in the original Empower Network business pursuant to a divorce or Business Entity dissolution, he or she is thereafter free to enroll under any Sponsor of his or her choosing without waiting six calendar months. In such event, the former spouse shall have no rights to any Affiliates in his or her former Marketing Organization or to any former Customer. He or she must develop the new business in the same manner, as would any other new Affiliate.
SECTION 3 - 20 - Sponsoring Online
When sponsoring a new Affiliate through the online enrollment process, the Sponsor may assist the new applicant in filling out the enrollment materials. However, the applicant must personally review and agree to the Affiliate Agreement. The Sponsor may not fill out or submit the Affiliate Agreement on behalf of the applicant.
SECTION 3 - 21 - Death or Incapacity of an Affiliate
The Affiliate Agreement is a contract for personal services. Upon the death or incapacitation (as determined in the Company’s sole discretion) of an Affiliate, the Affiliate Agreement shall require the following actions.
To effect a testamentary transfer of an Empower Network business, the executor of the estate must provide the following to Empower Network: (a) an original death certificate; (b) certified letters testamentary or a letter of administration appointing an executor; and (c) written instructions from the authorized executor to Empower Network specifying to whom the business and income should be transferred.
To effect a transfer of a Empower Network business because of incapacity, the successor must provide the following to Empower Network: (a) a notarized copy of an appointment as trustee; (b) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer the Empower Network business; and (c) a completed Affiliate Agreement executed by the trustee.
SECTION 3 - 22 - Telemarketing Techniques
The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices. Both federal agencies (as well as a number of states) have “do not call” regulations as part of their telemarketing laws. Although Empower Network does not consider Affiliates to be “telemarketers” in the traditional sense of the word, these government regulations broadly define the term “telemarketer” and “telemarketing” so that an Affiliate’s action of calling someone whose telephone number is listed on the federal “do not call” registry could cause the Affiliate to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties.
Therefore, Affiliates must not engage in telemarketing in the operation of their Empower Network businesses. The term “telemarketing” includes but is not limited to the placing of one or more telephone calls to an individual or entity to induce the purchase of an Empower Network service, or to recruit them for the Empower Network opportunity. “Cold calls" made to prospective Customers or Affiliates that promote either Empower Network’s products or services or the Empower Network opportunity could constitute telemarketing and are prohibited.
Under certain circumstances, if the Affiliate has an established business relationship with the prospect, a call may be permitted. It is the responsibility of the Affiliate to understand and comply with these laws and determine when calls are permitted.
Affiliates shall not use automatic telephone dialing systems or software relative to the operation of their Empower Network businesses. Affiliates shall not place or initiate any outbound telephone call to any person that delivers any pre-recorded message or “robocall” regarding or relating to the Empower Network products, services or opportunity.
SECTION 3 - 23 - Back Office Access
Empower Network makes online back offices available to its Affiliates. This back office is Confidential Information that may be used solely and exclusively to promote the development of an Affiliate’s Empower Network business and to increase sales of Empower Network products and services. However, access to a back office is a privilege, and not a right. Empower Network reserves the right to deny Affiliates’ access to the back offices at its sole discretion. The information contained in the back office must never be publicly disclosed due to the sensitive nature of the confidential information. This includes screenshots or any derivatives of the information.
If an Affiliate gives his or her API key to another Affiliate or via a sign-up process, it may not be shared or sold for any reason by the Affiliate obtained the information. If Affiliate is found to be in breach of this policy, the Affiliate’s account will be immediately suspended and the Affiliate may be terminated.
SECTION 3 - 24 - Change of Contact Information
To ensure timely delivery of products, services, support materials, commissions and tax documents, it is important that Empower Network’s files are current. Street addresses are required for shipping. Affiliates planning to change any of their contact information or move must update their contact information via the back office function of the Empower Network website. To guarantee proper delivery, two weeks advance notice must be provided to Empower Network on all changes.
SECTION 3 - 25 - Continuing Development Obligations
SECTION 3 - 25 - 1 - Ongoing Training
Any Affiliate who sponsors another Affiliate into Empower Network must perform a bona fide assistance and training function to ensure that his or her Marketing Organization is properly operating his or her Empower Network business. Affiliates must have ongoing contact and communication with the Affiliates in their Marketing Organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of downline Affiliates to Empower Network meetings, training sessions, and other functions. Upline Affiliates are also responsible to motivate and train new Affiliates in Empower Network product and service knowledge, effective sales techniques, the Empower Network Compensation Plan, and compliance with Company’s Policies and Procedures. Communication with and the training of downline Affiliates must not, however, violate Sections 3.1 and/or 3.2 (regarding the development of Affiliate-produced sales aids and promotional materials).
Affiliates should monitor the Affiliates in their Marketing Organizations to guard against downline Affiliates making improper product, earnings or business claims or engaging in any illegal or inappropriate conduct.
SECTION 3 - 25 - 2 - Increased Training Responsibilities
As Affiliates progress through the various levels of leadership, they will become more experienced in sales techniques, product and service knowledge and understanding of the Empower Network program. They may be called upon to share this knowledge with lesser-experienced Affiliates within their Marketing Organization.
SECTION 3 - 25 - 3 - Ongoing Sales Responsibilities
Regardless of their level of achievement, Affiliates have an ongoing obligation to continue to personally promote sales through the generation of new Customers and through servicing their existing Customers.
SECTION 3 - 26 - Non-disparagement
Empower Network values constructive criticisms and comments from Affiliates. All such comments should be submitted in writing to the Legal Department (email@example.com). While Empower Network welcomes constructive input, negative comments and remarks made in the field by Affiliates about the Company, its products, or Compensation Plan serve no purpose other than to sour the enthusiasm of other Empower Network Affiliates. For this reason, and to set the proper example for their Marketing Organizations, Affiliates must not disparage, demean, or make negative remarks about Empower Network, other Empower Network Affiliates, Empower Network’s products or services, the Compensation Plan or Empower Network’s directors, officers, or employees.
SECTION 3 - 27 - Product Sales and Commissions
The Empower Network Compensation Plan is based on the sale of the Empower Network products and services to end consumers. Affiliates must fulfill personal sales requirements as specified in the Empower Network Compensation Plan (as well as meet other responsibilities set forth in the Agreement) to be eligible to earn commissions from the sale of the Empower Network products and services. All commissions are paid directly to eligible Affiliates through the payment processing accounts that each Affiliate must activate.
SECTION 3 - 28 - Refunds
Except as otherwise set forth in the Agreement, due to the nature of Empower Network’s online business, products are available at the time of purchase. As such, Empower Network has a strict 14-day return policy in effect, which begins from the date of purchase. With the Master’s Course, Affiliates are all asked to sign separate agreements confirming their understanding of this policy.
Affiliates receive commissions based on the actual sales of the products and services to end consumers. When the Company issues a refund to a Customer, the Affiliate who received a commission based on the sale of the refunded product or service agrees that he or she shall reimburse Empower Network the amount of the refund. The amount of such refund may be offset against future commissions to the Affiliate in the Company’s sole discretion.
Where any state may require a different buy back policy than the Company’s, that state’s buyback policy will apply. The following only applies to Affiliates who are residents of the states listed below:
Georgia: The Company will repurchase all unencumbered products, sales aids, literature, and promotional items which are in a reasonably resalable or reusable condition and which were acquired by the Affiliate from the Company. The repurchase shall be at a price not less than 90% of the original net cost to the Affiliate of the goods being returned. For purposes of this paragraph, “original net cost” means the amount actually paid by the Affiliate for the goods, less any consideration received by the Affiliate for purchase of the goods that is attributable to the specific goods being returned. Goods shall be deemed “resalable or reusable” if the goods are in an unused, commercially resalable condition at the time the goods are returned to the Company. Goods which are no longer marketed by the Company shall be deemed “resalable or reusable” if the goods are in an unused, commercially resalable condition and are returned to the Company within one year from the date the Company discontinued marketing the goods; provided, however, that goods which are no longer marketed shall be deemed not “resalable or reusable” if the goods are sold to an Affiliate as non-returnable, discontinued, or seasonable items and the non-returnable, discontinued, or seasonal nature of the goods was clearly disclosed to the Affiliate seeking to return the goods prior to the purchase of the goods by the Affiliate.
Maryland: The Company will repurchase products that are in resalable condition at the price actually paid by the Affiliate for the products being returned within three months of purchase.
Massachusetts and Wyoming: The Company will (a) repurchase all unencumbered products in a resalable condition then in the possession of the Affiliate at a price of not less than 90% of the original net cost to the Affiliate returning such goods taking into account any sales made by or through such Affiliate prior to notification to the Company of the election to cancel, (b) repay 90% of the original net cost of any services provided to the Affiliate, and (c) refund 90% of any other consideration the Affiliate paid to the Company in order to participate in the marketing program.
Puerto Rico: The Company will (a) repurchase all unencumbered products in a resalable condition then in the possession of the Affiliate at a price of not less than 90% of the original net cost to the Affiliate returning such goods, (b) repay 90% of the original net cost of any services provided to the Affiliate, and (c) refund 90% of any other consideration the Affiliate paid to the Company in order to participate in the marketing program.
Louisiana: The Company will repurchase all or part of any product that is in a resalable condition (a) at 90% of the original net cost to the Affiliate, and (b) repay 90% of the original net cost of any services provided to the Affiliate, and (c) refund 90% of any other consideration the Affiliate paid to the Company in order to participate in the marketing program.
Montana: Affiliates who are residents of Montana who cancel their participation in the Company within 15 days are entitled to a 100% refund of any consideration given to participate in the Company. Upon the request of a Montana Affiliate who decides to terminate participation in the Company, the Company will repurchase, at not less than 90% of the amount paid by the Affiliate, any currently marketable goods or services sold to the resident within 12 months of the request that have not been resold or consumed by the resident. If disclosed to the Montana Affiliate at the time of purchase, goods or services are not considered currently marketable if the goods have been consumed or the services rendered or if the goods or services are seasonal, discontinued, or special promotional items. Sales plan or operation promotional materials, sales aids, and sales kits are subject to this refund provision if they are a required purchase for the Montana Affiliate or if the Affiliate has received or may receive a financial benefit from their purchase.
SECTION 3 - 29 - Reports
All information provided by Empower Network in downline activity or downline genealogy reports, including but not limited to, downline sales information and downline sponsoring activity is believed to be accurate and reliable. Nevertheless, due to various factors, including but not limited to, the inherent possibility of human, digital and mechanical error, the accuracy, completeness, and timeliness of orders, denial of credit card and electronic check payments, returned products, credit card and electronic check charge-backs, the information is not guaranteed by Empower Network or any persons creating or transmitting the information to be accurate.
ALL PERSONAL AND DOWNLINE SALES INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR BUT WITHOUT LIMITATION THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NONINFRINGEMENT.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EMPOWER NETWORK AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY AFFILIATE OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND/OR DOWNLINE SALES INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF EMPOWER NETWORK OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, EMPOWER NETWORK OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.
Access to and use of Empower Network’s online reporting services and an Affiliate’s reliance upon such information is at his or her own risk. All such information is provided to Affiliates "as is". If an Affiliate is dissatisfied with the accuracy or quality of the information, his or her sole and exclusive remedy is to discontinue use of and access to Empower Network’s online reporting services and his or her reliance upon the information.
SECTION 3 - 30 - Product Claims/Representations
Affiliates must be truthful in the representation of the Company’s products and services. Affiliates may make no claim, representation or warranty concerning any product or service of the Company, except those expressly approved in writing by the Company or contained in Company materials.
SECTION 3 - 31 - Product/Service Warranty Disclaimer
EXCEPT AS EXPRESSLY MADE BY THE COMPANY IN WRITING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANSHIP, NON-INFRINGEMENT OR ANY OTHER WARRANTY ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING CONCERNING ANY PRODUCT OR SERVICE PURCHASED FROM OR THROUGH THE COMPANY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS AND SERVICES OF THE COMPANY ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” THE COMPANY DOES NOT WARRANT THAT ITS PRODUCTS OR SERVICES WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE SYSTEMS OR THAT ON-LINE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE COMPANY DOES NOT WARRANT THAT ANY WEBSITE OPERATED, SPONSORED OR HOSTED BY THE COMPANY OR ANY OF ITS AFFILIATES WILL BE UNINTERRUPTED OR FREE FROM ERROR. THE COMPANY IS NOT RESPONSIBLE FOR INTERRUPTED, INACCESSIBLE OR UNAVAILABLE NETWORKS, SERVER, SATELLITES AND/OR SERVICE PROVIDERS; OR FOR MISCOMMUNICATIONS, FAILED, JUMBLED, SCRAMBLED, DELAYED OR MISDIRECTED COMPUTER, TELEPHONE OR CABLE TRANSMISSIONS; OR FOR ANY TECHNICAL MALFUNCTIONS, FAILURES OR DIFFICULTIES.
SECTION 3 - 32 - Monthly Billing
The subscriptions and admin fees are automatically paid each month with a credit or debit card maintained on file with Empower Network. Affiliates may make adjustments to their monthly subscription in the back office of the Empower Network website.
A non-refundable reactivation fee of $39.95 is required to reinstate an Affiliate account after the account has gone into “lockdown” status. Lockdown occurs if Empower Network is unable to process a payment for the Affiliate fee by its due date and for 14-days thereafter (grace period). If Empower Network is unable to process a payment for an Affiliate fee within the grace period, the account will go into lockdown for non-payment and the Affiliate will not be able to access his or her account. If an account has been placed in lockdown for non-payment, it will only be reactivated upon payment of the reactivation fee and a one-month payment of $19.95 to re-establish the monthly subscription program. As always, Affiliates may cancel at any time. Reactivation fees are subject to change at the discretion of Empower Network.
SECTION 3 - 33 - Privacy
Affiliates must comply with all applicable privacy and data security laws, including security breach notification laws. Affiliates must take appropriate steps to safeguard and protect all private information, including, without limitation, credit card and social security numbers, provided by a customer, prospective customer or other Affiliates. Affiliates must hold such information in strict confidence. Affiliates are responsible for the secure handling and storage of all documents that may contain such private information. Affiliates must adopt, implement, and maintain appropriate administrative, technical, and physical safeguards to protect against anticipated threats or hazards to the security of confidential information and customer data. Appropriate safeguards may include, but are not limited to: (a) encrypting data before electronically transmitting it; (b) storing records in a secure location; (c) password-protecting computer files, or (d) shredding paper files containing confidential information or customer data. Affiliates should retain documents containing such information for only as long as necessary to complete the transaction. Affiliates should dispose of any paper or electronic record containing customer data and other confidential information after use by taking all reasonable steps to destroy the information by: (i) shredding; (ii) permanently erasing and deleting; or (iii) otherwise modifying the customer data and other confidential information in those records to make it unreadable, unreconstructible, and indecipherable through any means.
DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
SECTION 4 - 1 - Disciplinary Sanctions
Violation of any term of the Agreement or the violation of any common law duty, including but not limited to any applicable duty of loyalty, or any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by an Affiliate that, in the sole discretion of the Company may damage its reputation or goodwill (such damaging act or omission need not be related to the Affiliate’s Empower Network business), may result, at Empower Network's discretion, in one or more of the following corrective measures:
- Issuance of a written warning or admonition;
- Requiring the Affiliate to take immediate corrective measures;
- Suspension of the individual’s Affiliate Agreement for one or more pay periods;
- Termination of the offender’s Affiliate Agreement;
- Suspension and/or termination of the offending Affiliate’s ability to access the Empower Network website back office; or
- Any other measure expressly allowed within any provision of the Agreement or which Empower Network deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Affiliate’s policy violation or contractual breach.
In all situations when a suspension is issued and commissions withheld, commissions will be withheld until such time that the suspended account is reinstated or the Affiliate Agreement is terminated. The reason for this is to keep everyone honest in their dealings and allegations of wrongdoing. In situations deemed appropriate by Empower Network, the Company may institute legal proceedings for monetary and/or equitable relief.
SECTION 4 - 2 - Grievances and Complaints
When an Affiliate has a grievance or complaint with another Affiliate regarding any practice or conduct in relationship to their respective Empower Network businesses, the complaining Affiliate should first report the problem to his or her Sponsor who should review the matter and try to resolve it with the other party's upline sponsor. If the matter involves interpretation or violation of Company policy, it must be reported in writing to the Affiliate Services Department at the Company. The Affiliate Services Department will review the facts and attempt to resolve it.
SECTION 4 - 3 - Mediation
Prior to instituting an arbitration as provided in Section 4.4 below, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating to the Agreement through non-binding mediation. One individual who is mutually acceptable to the parties shall be appointed as mediator. The mediation shall occur within 30 days from the date on which the mediator is appointed. The mediator’s fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties. Each party shall pay its portion of the anticipated shared fees and costs at least 10 days in advance of the mediation. Each party shall pay its own attorney’s fees, costs, and individual expenses associated with conducting and attending the mediation. Mediation shall be held in Tampa, Florida and shall last no more than one business day.
SECTION 4 - 4 - Arbitration
If mediation is unsuccessful, any controversy or claim arising out of or relating to the Agreement, or
the breach thereof, shall be settled by arbitration except as otherwise set forth herein. The parties waive all rights to trial by jury or to any court.
NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS IS ALLOWED.
Except as expressly set forth herein, all disputes, claims and controversies relating to or arising out of the Agreement shall be settled totally and finally by arbitration in Tampa, Florida and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the “Rules”) except as amended by these Policies and Procedures.
There shall be one arbitrator who shall be an attorney who shall have expertise in business law transactions, and preferably an attorney knowledgeable in the direct selling industry. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. If an Affiliate files a claim or counterclaim against the Company, an Affiliate shall do so on an individual basis and not with any other Affiliate or as part of a class action. A party may appear at the arbitration by telephone, video conference, or similar technology if the total amount of the claim does not exceed $2,500. The presentations of parties in the arbitration proceeding shall be commenced and completed within sixty (60) days after the selection of the arbitrator, and the arbitrator shall render his or her decision in writing within thirty (30) days after the completion of such presentations. The decision of the arbitrator shall be final and binding on the parties and may, if need be, be reduced to a judgment in any court of competent jurisdiction. At the request of any party, the arbitrator shall make and provide to the parties written findings of fact and conclusions of law. This agreement to arbitrate shall survive any termination or expiration of the Agreement.
Notwithstanding the Rules, the following shall apply to all arbitration actions:
- The Federal Rules of Evidence shall apply in all cases;
- The parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;
- The parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;
- The parties shall be allotted equal time to present their respective cases, including cross-examinations.
- The parties and the arbitrator shall maintain the confidentiality of the entire arbitration process and shall not disclose, unless otherwise required by law, to any person not directly involved in the arbitration process:
- The substance of, or basis for, the controversy, dispute, or claim;
- The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration;
- The terms or amount of any arbitration award; or
- The rulings of the arbitrator on the procedural and/or substantive issues involved in the case.
Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity, use or registration of any copyright, or other intellectual property or Confidential Information of the Company without the Company’s prior written consent. The Company may seek any applicable remedy in any applicable forum with respect to these disputes. In addition to monetary damages, the Company may obtain injunctive relief against an Affiliate for any violation of the Agreement or misuse of the Company’s trademarks, copyrights or Confidential Information.
Nothing in this provision shall prevent a party from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergency relief available to safeguard and protect the party’s interests prior to the filing of or during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding.
Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to, or to subtract from any of the provisions of the Affiliate Agreement, Compensation Plan or the Agreement. The arbitrator shall not have the power to rule upon or grant any extension, renewal or continuance of the Agreement. The arbitrator shall not have the power to award special, incidental, indirect, punitive or exemplary, or consequential damages of any kind or nature, however caused.
Any modification of this arbitration provision shall not apply retroactively to any dispute which arose or which the Company had notice of before the date of modification.
SECTION 4 - 5 - Governing Law, Jurisdiction and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Tampa, Florida. Except as set forth in this Agreement, the Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Florida shall govern all other matters relating to or arising from the Agreement.
SECTION 4-5-1 - Louisiana Residents
Notwithstanding the foregoing, and the mediation and arbitration provisions in Sections 4.3 and 4.4, residents of the State of Louisiana shall be entitled to bring an action against Empower Network in their home forum and pursuant to Louisiana law.
SECTION 5 - EXPIRATION OR CANCELLATION OF THE AGREEMENT AND RECLASSIFICATION
SECTION 5 - 1 - Effect of Cancellation
So long as an Affiliate remains active and complies with the terms of the Agreement, Empower Network shall pay commissions to such Affiliate in accordance with the Compensation Plan. An Affiliate’s commissions constitute the entire consideration for the Affiliate's efforts in generating sales of Empower Network products and services and all activities related to generating such sales (including building a Marketing Organization). Following an Affiliate’s non-renewal of his or her Affiliate Agreement, cancellation for inactivity, or voluntary or involuntary termination of his or her Affiliate Agreement (all of these methods are collectively referred to as “cancellation”), the former Affiliate shall have no right, title, claim or interest to the Marketing Organization which he or she operated, or any commission from the sales generated by any Affiliate in his or her Marketing Organization. An Affiliate whose business is cancelled will lose all rights as an Affiliate. This includes the right to sponsor the sale of the Empower Network products and services and the right to receive future commissions, bonuses or other income resulting from the sales by other Affiliates in the Affiliate’s former Marketing Organization. In the event of cancellation, Affiliates waive all rights they may have, including but not limited to property rights, to their former Marketing Organization and to any bonuses, commissions or other remuneration derived from the sales of Empower Network services sponsored by any of the Affiliates in his or her former Marketing Organization.
Immediately upon expiration, nonrenewal or termination of the Agreement, the affected Affiliate:
- Must remove and permanently discontinue the use of the intellectual property, copyrighted materials and any signs, labels, stationery or advertising referring to or relating to any Company products, services or program;
- Must cease representing himself or herself as an Affiliate of the Company;
- Loses all rights to his or her position in the genealogy and Compensation Plan and to all future commissions and earnings resulting therefrom; and
- Must take all action reasonably required by the Company relating to the protection of its Confidential Information and intellectual property.
- The Company has the right to offset any amounts owed by an Affiliate to the Company including, without limitation, any indemnity obligation incurred, from commissions or other compensation due to the Affiliate.
- An Affiliate whose Affiliate Agreement is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).
SECTION 5 - 2 - Termination
SECTION 5 - 2 - 1 - Involuntary Termination
An Affiliate’s violation of any of the terms of the Agreement, including any amendments that may be made by Empower Network in its sole discretion, may result in any of the actions listed in Section 4.1, including the involuntary termination of his or her Affiliate Agreement. Cancellation shall be effective on the date on which written notice is mailed, emailed, faxed, or delivered to the Affiliate’s last known address, email address, or fax number, or to his or her attorney, or when the Affiliate receives actual notice of termination, whichever occurs first. Where state laws on termination are inconsistent with this termination policy, the applicable state law shall apply.
Empower Network reserves the right to terminate all Affiliate Agreements upon thirty (30) days written notice in the event that it elects to: (a) cease business operations; (b) dissolve as a legal entity or (c) terminates the sale of its products and services via direct selling.
SECTION 5 - 2 - 2 - Voluntary Cancellation
An Affiliate has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address. The written notice must include the Affiliate’s signature, printed name, address, and Affiliate I.D. Number.
If such a former Affiliate has an active subscription to any of the Company’s subscription-based products or services, such subscription(s) shall remain in force and the former Affiliate shall be reclassified as a Customer, unless the Affiliate also specifically requests that his or her subscription(s) also be canceled.
SECTION 5 - 2 - 3 - Non-renewal
An Affiliate may also voluntarily cancel his or her Affiliate Agreement by failing to renew the Agreement on its anniversary date. The Company may also elect not to renew an Affiliate Agreement upon its anniversary date.
SECTION 6 - MISCELLANEOUS PROVISIONS
SECTION 6 - 1 - Changes to the Agreement
Empower Network reserves the right to amend these Policies and Procedures in its sole and absolute discretion. By entering into the Affiliate Agreement, an Affiliate agrees to abide by all amendments or modifications that Empower Network elects to make. Amendments shall be effective 30 days after publication of notice that the Agreement has been modified. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. Notification of amendments shall be published by one or more of the following methods: (a) posting on the Company’s official web site; (b) electronic mail (e-mail); (c) posting in Affiliates’ back-offices; (d) inclusion in Company periodicals; or (e) special mailings. In the event of substantive changes, you will be required to affirmatively assent to the changes. For other changes, the continuation of an Affiliate’s Empower Network business, the acceptance of any benefits under the Agreement, or an Affiliate’s acceptance of commissions from the sale of Empower Network products or services constitutes acceptance of the amendments.
SECTION 6 - 2 - Delays
Empower Network shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, acts of terrorism, natural disasters, strikes, labor difficulties, riot, war, fire, death, curtailment of a party’s source of supply, acts or omissions of third parties, disruption in communications systems or government decrees or orders.
SECTION 6 - 3 - Severability
If any provision of the Agreement, in its current form or as may be amended, is found to be invalid or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.
SECTION 6 - 4 - Waiver
The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of Empower Network to exercise any right or power under the Agreement or to insist upon strict compliance by an Affiliate with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of Empower Network’s right to demand exact compliance with the Agreement. The existence of any claim or cause of action of an Affiliate against Empower Network shall not constitute a defense to Empower Network’s enforcement of any term or provision of the Agreement.
SECTION 6 - 5 – Notice
Any communication, notice or demand of any kind whatsoever, which either the Affiliate or the Company may be required or may desire to give or to serve upon the other shall be in writing and delivered either (a) by electronic communication (whether by email or telecopy (if confirmed in writing sent by registered or certified mail, postage pre-paid, return receipt requested or by personal service), (b) personally or by same day local courier services or overnight express delivery services; or (c) by registered or certified mail, postage pre-paid, return receipt requested, or by personal service or overnight courier service. Notices delivered personally, by overnight express delivery service or by local courier service shall be deemed given as of actual receipt. Mailed notices shall be deemed given three Business Days after mailing. “Business Day” means any Monday through Friday other than any such day which, in the State of Florida, is a legal holiday or a day on which banking institutions are authorized or required by law or regulation to close. Any such communication, notice or demand shall deemed to have been given or served on the date personally received by personal service or overnight courier service, on the date of confirmed dispatch if by electronic communication, or on the date shown on the return receipt or the other evidence if delivery is by mail. Any party may change its address for notice by giving written notice to the other in the manner provided in this Section.
SECTION 6 - 6 – Survival
Any provision of the Agreement, which, by its terms, is intended to survive termination or expiration of the Affiliate Agreement shall so survive, including, without limitation, the arbitration, non-competition, non-solicitation, trade secrets and confidential information covenants contained in the Agreement.
SECTION 6 - 7 – Offset
The Company shall have the right to offset any amounts owed by Affiliate to the Company (including, without limitation, fees charged in connection with the payment of commissions and amounts owed as a result of product refunds) against the amount of any commissions or bonuses owed to Affiliate.
SECTION 6 - 8 – Fees
From time to time, the Company or its third-party administrator may charge fees for various services it provides, including fees for processing and issuing commission and bonus payments. Please check the Company’s website and other Company materials for specific information concerning such fees. These fees may be deducted from commission payments.
SECTION 6 - 9 – Retail Sales Rule
In order to qualify for commissions, an Affiliate must make retail sales in the calendar period in which commissions are earned.
SECTION 6 - 10 – 70 % Rule
In order to receive commissions and overrides an Affiliate must certify with each product or service that the Affiliates has sold or used at least 70% of all products previously purchased.
SECTION 7 - DEFINITIONS
Active Affiliate — An Affiliate is one who satisfies the minimum Business Volume requirements, as set forth in the Empower Network Compensation Plan, to ensure that he or she is eligible to receive bonuses and commissions.
Agreement — The contract between the Company and each Affiliate including the Affiliate Agreement, the Empower Network Policies and Procedures, and the Empower Network Compensation Plan, all in their current form and as amended by Empower Network in its sole discretion. These documents are collectively referred to as the “Agreement.”
Business Entity — A corporation, partnership, trust, limited liability company, or other type of entity.
Business Volume (BV) - The commissionable value of products and services sold in a calendar month: (1) by the Company to an Affiliate; and (2) by the Company to the Affiliate's personally enrolled Customers and affiliates (who make optional product purchases).
Cancel — The termination of an Affiliate’s business. Cancellation may be either voluntary, involuntary, through non-renewal or inactivity.
Customer — An individual or entity that purchases Empower Network products or services from an Affiliate, but who is not an Affiliate, or falls within an immediate Household family member’s account.
Household — All individuals who are living at or doing business at the same address, and who are related by blood or marriage, or who are living together as a family unit or in a family-like setting. A Household includes, but is not limited to, spouses, heads-of-Household, dependent family members residing in the same residence and roommate situations.
Immediate Household — Spouses, heads-of-household, and dependent family members residing in the same residence.
Marketing Organization — The Affiliates sponsored below a particular Affiliate make up such Affiliate’s Marketing Organization.
Official Empower Network Material — Literature, audio or videotapes, websites, and other materials developed, printed, published and/or distributed by Empower Network to Affiliates.
Recruit — For purposes of Empower Network’s Conflict of Interest Policy (Section 3.7), the term “Recruit” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Empower Network Affiliate or Customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity.
Customer Sales — Sales to Customers. (See the definition of “Customer” above).
Personal Production — Moving product or services to an end consumer for personal use.
Social Media — Any type of online media that invites, expedites or permits conversation, comment, rating, and/or user generated content, as opposed to traditional media, which delivers content but does not allow readers/viewers/listeners to participate in the creation or development of content, or the comment or response to content. Examples of Social Media include, but are not limited to, blogs, chat rooms, Facebook, MySpace, Twitter, LinkedIn, Delicious, Pinterest and YouTube.
Sponsor — An Affiliate who enrolls another Affiliate into Empower Network, and is listed as the Sponsor on the Affiliate Agreement. The act of enrolling others and training them to become Affiliates is called “sponsoring.”
Upline — This term refers to the Affiliate or Affiliates above a particular Affiliate in a sponsorship line up to the Company. Conversely stated, it is the line of Sponsors that links any particular Affiliate to the Company.
Note: If you are a U.S. citizen, please be advised that your bank may charge an "international fee" for your purchase. This is a fee that you are ultimately responsible for, so please contact your bank for further clarification about any additional fees for international transactions.