SECTION 1 – INTRODUCTION
1.1 Code Of Ethics
1.2 Policies Incorporated Into Associate Agreement
1.3 Changes To The Associate Agreement, Policies And Procedures, Or Compensation Plan
1.5 Policies And Provisions Severable
SECTION 2 –BECOMING AN ASSOCIATE
2.1 Requirements To Become An Associate
2.2 New Associate Registration By Internet
2.3 Associate Benefits
2.4 Term And Renewal Of a VIMA Business
SECTION 3 – INCOME DISCLAIMER POLICY
SECTION 4 – ADVERTISING
4.1 Adherence To The VIMA Compensation Plan
4.2 Use Of Sales Aid
4.3 Intellectual Property
4.4 Web Policy
4.5 Domain Names And Email Addresses
4.6 Advertised Price
4.7 Media And Media Inquiries
4.8 Unsolicited Email Communication
SECTION 5 –OPERATING A VIMA BUSINESS.
5.1 - Business Entities
5.1.1 Changes to a Business Entity
5.1.2 Change of Sponsor
5.1.3 Change of Placement
5.2 Unauthorized Claims And Action
5.2.2 Endorsement of VIMA Services
5.3.2 Sale Of Competing Goods Or Services
5.3.3 Targeting Other Direct Sellers
5.3.4 Privacy and Confidentiality
5.3.5 The Data Management Rule
5.4 Cross Sponsoring
5.5 Governmental Approval Or Endorsement
5.7 Income Taxes
5.8 Independent Contractor Status
5.9 Bonus Buying
5.11 One VIMA Business Per Associate
5.13 Sale, Transfer, Or Assignment Of A VIMA Business
5.14 Separation Of A VIMA Business
6 RESPONSIBILITIES OF ASSOCIATES
6.1 Change Of Address, Telephone No., Email-Address
6.2 Sponsoring Associate Responsibilities
6.2.1 Initial Training
6.2.2 Ongoing Training Responsibilities
6.4 Reporting Policy Violations
7 AUTOMATIC BILLING
8 BONUSES AND COMMISSIONS
8.1 Bonus And Commission Qualifications
8.2 Errors Or Questions
8.3 Bonus Buying Prohibited
9 DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
9.1 Disciplinary Sanctions
9.2 Dispute Resolution
9.3 Governing Law, Jurisdiction, And Venue
10 WARRANTIES AND LIMITATIONS OF LIABILITY
10.1 Warranty; Disclaimer
10.2 Limitation of Liability
11 EFFECT OF CANCELLATION
11.1 Effect Of Cancellation And Termination
Virtual International Mall Associates, Inc.
STATEMENT OF POLICIES AND PROCEDURES
Effective November 17, 2020
SECTION 1 – INTRODUCTION
1.1 - Code of Ethics
Virtual International Mall Associates, Inc. (hereafter “VIMA” or simply the “Company”) is a values-based company that prides itself on the quality and character of its independent distributors (hereinafter “Associates”). The following guidelines help ensure a uniform standard of excellence throughout our organization. Every VIMA Associate is expected to practice the following ethical behavior when acting in the name of the company:
A. I will be respectful of every person I meet while doing VIMA-related business.
B. At all times I will conduct myself and my business in an ethical, moral, legal, and financially sound manner.
C. I will not engage in activities that would bring disrepute to VIMA, any VIMA corporate officer or employee, myself, or other Associates.
D. I will not make discouraging or disparaging claims toward other VIMA Associates. I will ensure that in all VIMA business dealings I will refrain from engaging in negative language. I will refrain from making any type of slanderous statements.
E. I will provide support and encouragement to my retail customers (“Customers”) to ensure that their experience with VIMA is a successful one. I understand that it is important to provide follow-up service and support to my downline.
F. I will correctly represent all the bonus/compensation plans available through VIMA and the income potential represented therein. I understand I may not use my own income as an indication of others’ potential success, or use compensation checks as marketing materials. I further understand that I may only disclose my VIMA income to recruit a potential Associate(s) after I have given a copy of the Income Disclaimer to the potential Associate(s).
G. I will abide by all of VIMA’s Policies & Procedures now and as they may be amended in the future.
1.2 - Policies Incorporated Into Associate Agreement
1.3 - Changes to the Associate Agreement, Policies and Procedures, or Compensation Plan
Because federal, state, and local laws, as well as the business environment, periodically change, VIMA reserves the right to amend the Agreement and the prices in its VIMA Product Price List in its sole and absolute discretion. Notification of amendments shall appear in Official VIMA Materials. Amendments shall be effective upon publication in Official VIMA Materials, including but not limited to, posting on VIMA’s website, e-mail distribution, publication in VIMA’s newsletter, product inserts, or any other commercially reasonable method. The continuation of an Associate’s VIMA business or an Associate’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.
NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE, ANY AMENDMENT BY THE COMPANY TO THE DISPUTE RESOLUTION SECTION HEREIN SHALL ONLY TAKE EFFECT UPON AN ASSOCIATE’S EXPRESS AGREEMENT TO SUCH AMENDMENT. AN ASSOCIATE MAY INDICATE HER OR HIS AGREEMENT TO SUCH PROPOSED AMENDMENT BY FOLLOWING THE INSTRUCTIONS ACCOMPANYING THE PROPOSED AMENDMENT THAT WILL APPEAR WHEN LOGGING IN TO THE CORPORATE WEBSITE OR, THE ASSOCIATE’S PERSONAL WEBSITE. COMPANY MAY TERMINATE THE ASSOCIATE AGREEMENT OF ANY ASSOCIATE WHO DOES NOT AGREE TO A PROPOSED AMENDMENT TO THE DISPUTE RESOLUTION SECTION WITHIN THIRTY (30) DAYS AFTER THE EFFECTIVE DATE OF THE AMENDMENT. ANY SUCH AMENDMENT SHALL APPLY TO ALL CLAIMS BROUGHT BY COMPANY OR THE ASSOCIATE ON OR AFTER THE EFFECTIVE DATE OF THE AMENDMENT, REGARDLESS OF THE DATE OF OCCURRENCE OR ACCRUAL OF ANY FACTS UNDERLYING SUCH CLAIM.
1.4 - Delays
VIMA shall not be responsible for delays and failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, flood, death, curtailment of a party’s source of supply, or government decrees or orders.
1.5 –Policies and Provisions Severable
If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, or unenforceable provision never comprised a part of the Agreement.
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 VIMA to exercise any right or power under the Agreement or to insist upon strict compliance by an Associate 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 VIMA’s right to demand exact compliance with the Agreement. Waiver by VIMA can be effectuated only in writing by an authorized officer of the Company.
SECTION 2 – BECOMING AN ASSOCIATE
2.1 - Requirements to Become an Associate
To become a VIMA Associate, each applicant must:
A. Be of the age of majority in his or her state of residence;
B. Reside in the United States or other countries, which have been officially opened by VIMA;
C. Have a valid Social Security Number or Federal Tax Identification Number;
D. Submit a properly completed and signed Associate Agreement to VIMA via electronically or by hard copy; and
E. Submit payment of a $49 enrollment fee.
2.2 - New Associate Registration by the Internet
A prospective Associate may self-enroll on the Company corporate website. In such event, instead of a physically signed Associate Agreement, VIMA will acknowledge the completion of the Agreement by accepting the “electronic signature.” This signifies that the new Associate has accepted the terms and conditions of the Associate Agreement. Please note that such electronic signature constitutes a legally binding agreement between the Associate and VIMA.
2.3 - Associate Benefits
Once an Associate Agreement has been accepted by VIMA, the benefits of the Compensation Plan and the Associate Agreement are available to the new Associate. These benefits include the right to:
A. Sell VIMA services;
B. Participate in the VIMA Compensation Plan (receive bonuses and commissions, if eligible);
C. Sponsor other individuals as customers or Associates into the VIMA business and thereby build an organization and progress through the VIMA Compensation Plan;
D. Receive periodic VIMA literature and other VIMA communications;
E. Participate in VIMA-sponsored support service training, motivational and recognition functions; and
F. Participate in promotional and incentive contests and programs sponsored by VIMA for its Associates.
2.4–Terms and Renewal of a VIMA Business
An Associate must renew their Associate status annually by submitting an annual renewal fee of $49. This payment is due on the anniversary of the Associate acceptance date. If the Associate allows his or her business to expire due to nonpayment of the renewal fee, the Associate will lose any and all rights to his or her downline organization unless the Associate re-activates within sixty (60) days following the expiration of the agreement.
If the former Associate re-activates within the 60-day time limit, the Associate will resume the rank and position held immediately prior to the expiration of the Associate agreement. However, such Associate’s paid as level will not be restored unless he or she qualifies at that payout level in the new month. The Associate is not eligible to receive commissions for the time period that the Associate’s business was expired.
Any Associate whose agreement has expired and lapsed the 60 day grace period is not eligible to reapply for a VIMA business for twelve (12) months following the expiration and/or termination of the Associate Agreement. The downline of the expired Associate will roll up to the immediate, active upline sponsor.
SECTION 3 – INCOME DISCLAIMER POLICY
A VIMA Associate shall not make unauthorized income projections, claims, or guarantees while presenting or discussing the VIMA opportunity or Compensation Plan to prospective Associates or Customers.
In an effort to conduct best business practices, VIMA has developed the Income Disclaimer Statement (“IDS”). The VIMA IDS is designed to convey truthful, timely, and comprehensive information regarding the income that VIMA Associates earn. In order to accomplish this objective, a copy of the IDS must be presented to all prospective Associates.
A copy of the IDS must be presented to a prospective Associate (someone who is not a party to a current VIMA Associate 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: (1) statements of average earnings, (2) statements of non-average earnings, (3) statements of earnings ranges, (4) income testimonials, (5) lifestyle claims, and (6) hypothetical claims. Examples of “statements of non-average earnings” include, “Our number one Associate earned over a million dollars last year” or “Our average ranking Associate makes five thousand per month.” An example of a “statement of earnings ranges” is “The monthly income for our higher ranking Associates is ten thousand dollars on the low end to thirty thousand dollars a month on the high end.”
In any meeting that is open to the public in which the Compensation Plan is discussed or any type of income claim is made, you must provide every prospective Associate with a copy of the IDS. Copies of the IDS may be printed or downloaded without charge from the company website or in the back office.
SECTION 4 – ADVERTISING
4.1 - Adherence to the VIMA Compensation Plan
Associates must adhere to the terms of the VIMA Compensation Plan as set forth in Official VIMA Materials. Associates shall not offer the VIMA opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically stated in Official VIMA Materials. Associates shall not require or encourage other current or prospective customers or Associates to participate in VIMA in any manner that varies from the program as set forth in Official VIMA Materials. Associates shall not require or encourage other current or prospective customers or Associates to execute any agreement or contract other than official VIMA agreements and contracts in order to become a VIMA Associate. Similarly, Associates shall not require or encourage other current or prospective customers or Associates to make any purchase from, or payment to, any individual or other entity to participate in the VIMA Compensation Plan other than those purchases or payments identified as recommended or required in Official VIMA Materials.
4.2 - Use of Sales Aids
To promote both the services and the opportunity VIMA offers, Associates must use the sales aids and support materials produced by VIMA. If VIMA Associates develop their own sales aids and promotional materials (which includes Internet advertising), notwithstanding Associates’ good intentions, they may unintentionally violate any number of statutes or regulations affecting a VIMA business. These violations, although they may be relatively few in number, could jeopardize the VIMA opportunity for all Associates. Accordingly, Associates must submit all written sales aids, promotional materials, advertisements, websites and other literature to the Company for Company’s approval prior to use. Unless the Associate receives specific written approval to use the material, the request shall be deemed denied. All Associates shall safeguard and promote the good reputation of VIMA and its services. The marketing and promotion of VIMA, the VIMA opportunity, the Compensation Plan, and VIMA services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.
During the term of this Agreement, in order to avoid legal liability related to promotion of sales aids, you as an Associate may not sell training materials or sales aids including published books, eBooks, videos, or other general miscellaneous training aids to your Downline or other Associates.
4.3 -Intellectual Property
VIMA will not allow the use of its trade names, trademarks, designs, or symbols outside of corporate produced and approved sales aids by any person, including VIMA Associates, without prior written authorization from VIMA. Furthermore, no Associate may use, publish, reproduce, advertise, sell, or display in any manner the name, picture or likeness, or voice of another Associate without prior written consent from the named Associate. This consent must be on file with VIMA’s Compliance department prior to any use.
4.4 –Web Policy
If an Associate desires to utilize an Internet web page to promote his or her business, he or she may do so through Company authorized services only.
It is your obligation to ensure your online marketing activities are truthful, are not deceptive and do not mislead customers or potential Associates in any way. Websites and web promotion activities and tactics that mislead or are deceptive, regardless of intent, will not be allowed. This may include representation in any manner that you are an authorized representative for VIMA, spam linking (or blog spam), unethical search engine optimization (SEO) tactics, misleading click-through ads (i.e., having the display URL of a PPC campaign appear to resolve to an official VIMA Corporate website when it goes elsewhere), unapproved banner ads, and unauthorized press releases. VIMA will be the sole determinant of truthfulness as to whether specific activities are misleading or deceptive.
4.5 –Domain Names and Email Addresses
A. Domain Names, email Addresses and Online Aliases
You cannot use or register domain names, email addresses, and/or online aliases that could cause confusion, or be misleading or deceptive, in that they cause individuals to believe or assume the communication is from, or is the property of VIMA by showing up as the sender of an email.
Examples of the improper use include but are not limited to:
VIMA@msn.com; www.VIMADirect.com; www.facebook.com/VIMA or derivatives as described herein.
Examples of permitted URLs, email addresses, and online aliases might appear as follows: facebook.com/iloveVIMA; jimsmith@VIMAassociate.net.
Determinations as to what could cause confusion, mislead or be considered deceptive is at the sole discretion of VIMA. If you have a question whether your chosen name is acceptable, you may submit it to firstname.lastname@example.org for review before use.
B. Approved Associate Websites
The term Associate Replicated Website refers to the Associate replicated website offered by VIMA or an approved vendor to affiliates. The term Social Networking Website or Social Media Website refers to any site that is not specifically prohibited within the terms and conditions of this Agreement, which includes but is not limited to such sites as Facebook, Instagram, Pinterest, LinkedIn, Twitter, YouTube.com, personal blogs, etc.
C. Online Classifieds
You may not use online classifieds (including Craigslist) to list, sell or promote specific VIMA services. You may use online classifieds (including Craigslist) for prospecting, recruiting, sponsoring, and informing the public about the VIMA opportunity provided you follow the other requirements of this agreement such as identifying yourself as an independent representative of VIMA, only using approved images and versions of any trademarked logos and without using fraudulent or misleading product or income claims. If a link or URL is provided, it must link to your Associate Website or your Social Media website.
D. Online Retailing
Approved affiliate websites are intended to provide the affiliates with the tools and means for generating leads, prospecting business, communicating with others, selling products and services, and otherwise advancing your VIMA business. You may not sell VIMA services on any other online retail store or ecommerce site, nor may you enlist or knowingly allow a third party (customer) to sell VIMA products on any online retail store or ecommerce site.
Associates may use their own social networking profiles to advertise and promote their VIMA businesses and the Company products, and direct traffic to their respective Replicated Website or the Company Corporate website. However, no actual sales of VIMA products, however, may be processed on social networking profiles or groups and no pricing may be shown on an image or in the text of a post. Banner ads and images used on these sites must be current and must come from the VIMA approved library.
E. Banner Advertising
You may place banner advertisements on a website provided you use VIMA-approved templates and images. All banner advertisements must link to your Associate Website. You may not use blind ads or web pages that make non-compliant product or income claims that are ultimately associated with VIMA products or the VIMA business opportunity.
F. Spam Linking
Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums and is not allowed. This includes blog spamming, blog comment spamming and/or spamdexing. Any comments you make on blogs, forums, guest books etc. must be unique, informative and relevant.
G. Social Networking or Social Media Websites
Profiles you generate in any social community where you mention or discuss VIMA must clearly identify you as a VIMA Independent Associate and must appear as described herein. When you participate in those communities you must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at VIMA’s sole discretion, and offending Associates will be subject to disciplinary action and/or termination.
You agree that you will immediately take down a non-compliant site at the request of VIMA. Appeals regarding compliance may be submitted after the site has been taken down. Appeals should be directed to the email address set forth in the policy addressing dispute resolutions.
H. Sponsored Links / Pay-Per-Click (PPC) Ads
Sponsored links or pay-per-click ads (PPC) are acceptable. The destination URL must be to your Associate Website. The display URL must also be to your Associate Website and must not portray any URL that could lead the user to assume they are being led to a VIMA Corporate site, or be inappropriate or misleading in any way.
I. External Websites
You are allowed external websites to promote your VIMA business and the VIMA opportunity. If you wish to use an external website you must do the following:
a.) Identify yourself as an Independent Associate for VIMA.
b.) Use only the approved images and wording authorized by VIMA.
c.) Adhere to the branding, trademark, and image usage policies described in this document.
d.) Agree to modify your website to comply with current or future VIMA policies.
You are solely responsible and liable for your own website content, messaging, claims, and information and must ensure your website appropriately represents and enhances the VIMA brand and adheres to all VIMA guidelines and policies. Additionally, your website must not contain disingenuous popup ads or promotions or malicious code. Decisions and corrective actions in this area are at VIMA’s sole discretion. You are encouraged to use the approved VIMA images that are available through the business suite.
J. VIMA Associate Image Mandate
When using a Social Media or external website it must contain:
a.) A VIMA Associate Logo from the approved templates.
b.) Your Name and Title (example: Jane Claudio, Independent Associate, VIMA).
c.) A link to your Associate Replicated Website.
Although VIMA brand themes and images are desirable for consistency, anyone landing on your page needs to clearly understand that they are at an Independent Associate site, and not a VIMA Corporate page.
4.6 - Advertised Price
You may not advertise any of VIMA’s services at a price LESS than the highest company published price of the equivalent service. No special enticement advertising is allowed. This includes but is not limited to offers of free membership or other such offers that grant advantages beyond those available through the Company.
4.7 - Media and Media Inquiries
Associates must not initiate any interaction with the media or attempt to respond to media inquiries regarding VIMA, its services, or their independent VIMA business. All inquiries by any type of media must be immediately referred to VIMA’s Compliance department. This policy is designed to ensure that accurate and consistent information is provided to the public, as well as a proper public image.
4.8 - Unsolicited Email Communication
VIMA does not permit Associates to send unsolicited emails unless such emails strictly comply with applicable laws and regulations, including, without limitation, the federal CAN SPAM Act. Any email sent by an Associate that promotes VIMA, the VIMA opportunity, or VIMA services, must comply with the following:
A. There must be a functioning return email address to the sender.
B. There must be a notice in the email that advises the recipient that they 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).
C. The email must include the Associate’s physical mailing address.
D. The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
E. The use of deceptive subject lines and/or false header information is prohibited.
F. All opt-out requests, whether received by email or regular mail, must be honored. If an Associate receives an opt-out request from a recipient of an email, the Associate must forward the opt-out request to the Company. VIMA may periodically send commercial emails on behalf of Associates. By entering into the Associate Agreement, Associate agrees that the Company may send such emails and that the Associate’s physical and email addresses will be included in such emails as outlined above. Associates shall honor opt-out requests generated as a result of such emails sent by the Company. Except as provided in this section, Associates may not use or transmit unsolicited faxes or use an automatic telephone dialling system relative to the operation of their VIMA businesses.
SECTION 5 – OPERATING A VIMA BUSINESS.
5.1 - Business Entities
A corporation, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a VIMA Associate by submitting a VIMA Business Entity Application and Agreement along with its Certificate of Incorporation, Articles of Organization, Partnership Agreement or trust documents (these documents are collectively referred to as the “Entity Documents”) to VIMA. A VIMA business may change its status under the same Sponsor from an individual to a partnership, corporation or trust, or from one type of entity to another. To do so, the Associate(s) must provide the Entity Documents to VIMA. The Associate Application must be signed by all of the shareholders, partners or trustees. Members of the entity are jointly and severally liable for any indebtedness or other obligation to VIMA.
5.1.1 - Changes to a Business Entity
Each Associate must immediately notifyVIMA of any changes to the type of business entity they utilize in operating their VIMA business, and the addition or removal of business associates. A VIMA business may change its status under the same sponsor from an individual to a partnership, corporation or trust, or from one type of entity to another. The Associate Agreement form must be signed by all of the shareholders, partners, or trustees. Members of the entity are jointly and severally liable for any indebtedness or other obligation to VIMA.
5.1.2 - Change Of Sponsor
To protect the integrity of all marketing organizations and safeguard the hard work of all Associates,VIMA rarely allows changes in sponsorship, with the rare exception of direct line changes (meaning placement is not affected). A direct line change request must be made by submitting a completed Sponsor Change Request Form within a seven (7) day period from the date of enrollment, and must come from the current listed sponsor.
5.1.3 - Change Of Placement
A request for change of placement must be submitted within seven (7) days of the date of enrollment and must be requested by the current listed sponsor. An Associate can only be moved inside of the same sponsor’s organization. If approved, an Associate is placed in the first available open bottom position on the date that the change is made. Associates who have earned commissions or achieved rank are not eligible for placement changes. Please note that decisions made for any change request (sponsor or placement) are at the sole discretion of VIMA.
5.2 - Unauthorized Claims and Action
5.2.1 - Indemnification
An Associate is fully responsible for all of his or her verbal and/or written statements made regarding VIMA services and the Compensation Plan, which are not expressly contained in Official VIMA Materials. Associates agree to indemnify VIMA and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by VIMA as a result of the Associate’s unauthorized representations or actions. This provision shall survive the cancellation of the Associate Agreement.
5.2.2 –Endorsements of VIMA Services
No claims as to any services offered by VIMA may be made except those contained in Official VIMA Materials.
5.3 - Conflicts
5.3.1 – Non-solicitations
A VIMA Associate may participate in other direct sales, multilevel, network marketing or relationship marketing business ventures or marketing opportunities (collectively, “Network Marketing”). However, during the Term of this Agreement and for one (1) year thereafter, a VIMA Associate may not recruit any VIMA Associate or Customer for any other Network Marketing business, unless that Associate or Customer was personally sponsored by such Associate.
The term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way (either directly or through a third party), another Associate or Customer to enroll or participate in any Network Marketing opportunity. This conduct represents recruiting even if the Associate’s actions are in response to an inquiry made by another Associate or Customer.
5.3.2 - Sale of Competing Goods or Services
During this agreement and for six months thereafter, Associates must not sell, or attempt to sell, any competing non-VIMA programs or services to VIMA Customers or Associates. Any program, product, service, or direct selling opportunity in the same generic categories as the VIMAservices are deemed to be competing, regardless of differences in cost, quality or other distinguishing factors.
If at the time of enforcement of any provision of this sections 5.3.1 or 5.3.2, a court shall hold that the duration, scope or area restriction of any provision herein is unreasonable under circumstances now or then existing, you and VIMAhereto agree that the maximum restricted period, scope or territory reasonable under the circumstances shall be substituted by the court for the stated duration, scope or area.
5.3.3 - Targeting Other Direct Sellers
Should Associates engage in solicitation and/or enticement of members of another direct sales company to sell or distribute VIMA services, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration, or mediation is brought against an Associate alleging that they engaged in inappropriate recruiting activity of its sales force or Customers, VIMA will not pay any of Associate’s defense costs or legal fees, nor will VIMA indemnify the Associate for any judgment, award, or settlement.
5.3.4 - Privacy and Confidentiality
5.3.5- The Data Management Rule
The Data Management Rule is intended to protect the Line of Sponsorship (LOS) for the benefit of all Associates, as well as VIMA. LOS information is information compiled by VIMA that discloses or relates to all or part of the specific arrangement of sponsorship within the VIMA business, including, without limitation, Associate lists, sponsorship trees, and all Associate information generated therefrom, in its present and future forms. The VIMA LOS, constitutes a commercially advantageous, unique, and proprietary trade secret (Proprietary Information), which it keeps proprietary and confidential and treats as a trade secret. VIMA is the exclusive owner of all Proprietary Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by VIMA and its Associates. Through this Rule, Associates are granted a personal, non-exclusive, non-transferable and revocable right by VIMA to use Proprietary Information only as necessary to facilitate their business as contemplated under these Policies and Procedures. The Company reserves the right to deny or revoke this right, upon reasonable notice to the Associate stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of VIMA, such is necessary to protect the confidentiality or value of Proprietary Information. All Associates shall maintain Proprietary Information in strictest confidence, and shall take all reasonable steps and appropriate measures to safeguard Proprietary Information and maintain the confidentiality thereof.
5.4 -Cross Sponsoring
Actual or attempted cross-group sponsoring is strictly prohibited. “Cross-group sponsoring” is defined as the enrollment, indirect or otherwise, of an individual or entity that already has a current customer number or Associate Agreement on file with VIMA, or who has had such an agreement within the preceding twelve (12) calendar months, within a different line of sponsorship. The use of a spouse’s or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, Federal Tax Identification Numbers or fictitious identification numbers to circumvent this policy is prohibited. This policy shall not prohibit the transfer of a VIMA business in accordance with the “Sale, Transfer or Assignment of VIMA Business” section of these Policies and Procedures.
5.5 -Governmental Approval or Endorsement
Neither federal nor state regulatory agencies nor officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Associates shall not represent or imply that VIMA or its Compensation Plan have been “approved,” “endorsed,” or otherwise sanctioned by any government agency.
All Associates are required to provide their Social Security Number, Federal Employer Identification Number, or their Government Issued ID Number to VIMA either on the Associate Agreement or at the company’s request. Upon enrollment, the Company will provide a unique Associate Identification Number to the Associate by which they will be identified. This number will be used to place orders and track commissions and bonuses.
5.7 - Income Taxes
Every year, VIMA will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident as required by the Internal Revenue Service. Each Associate is responsible for paying local, state and federal taxes on any income generated as an Associate. If a VIMA business is tax exempt, the Federal Tax Identification Number must be provided to VIMA. Any Associate that does not provide a valid social security number is subject to the federal backup withholding laws and 28% of their commissions and bonus will be withheld and submitted to the IRS.
5.8 - Independent Contractor Status
You are an independent contractor. You are not an agent, employee, partner, or joint venture with the Company. You may not represent yourself as anything other than an Independent Associate. You have no authority to bind VIMA to any obligation. You are responsible for paying your own self-employment taxes, federal income taxes and other taxes required by law. You must obey any federal, state, and local laws, as well as Company rules and regulations pertaining to your independent VIMABusiness or the acquisition, receipt, holding, selling, distributing or advertising of VIMA’s services or opportunity.
Associates may not answer the telephone by saying “VIMA,” “VIMA Incorporated,” or by any other manner that would lead the caller to believe that they have reached VIMA’s corporate offices. An Associate may only represent that he/she is a VIMA Associate. Therefore, all correspondence and business cards relating to or in connection with an Associate’s VIMA business shall contain the Associate’s name followed by the term “Associate.”
Paying for the services solely for the purpose of collecting bonuses or achieving rank is prohibited.
5.10 – Stacking
Stacking is the unauthorized manipulation of the VIMA compensation system and/or the marketing plan in order to trigger commissions or cause a promotion off a downline Associate in an unearned manner. One example of stacking occurs when a sponsor places participants under an inactive downline participant (who may not know or have any relationship with the clients) in order to trigger unearned qualification for commissioning. Another example of stacking is the manipulative placement of Associates within a downline organization in order to trigger a promotion. Stacking is unethical and unacceptable behavior, and as such, it is a punishable offense with measures up to and including the termination of the Associate’s positions of all individuals found to be directly involved.
5.11 - One VIMA Business Per Associate
An Associate may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one VIMA business. No individual may have, operate or receive compensation from more than one VIMA business. Individuals of the same family unit may each enter into or have an interest in their own separate VIMA businesses, only if each subsequent family position is placed frontline to the first family member enrolled. A “family unit” is defined as spouses and dependent children living at or doing business at the same address.
5.12 - Succession
Upon the death or incapacitation of an Associate, their business may be passed to a designated heir(s). Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Whenever a VIMA business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased Associate’s marketing organization provided the following qualifications are met. The successor(s) must:
• Execute an Associate Agreement;
• Comply with terms and provisions of the Agreement;
• Meet all of the qualifications for the deceased Associate’s rank/status;
• Provide VIMA with an “address of record” to which all bonus and commission checks will be sent. Bonus and commission checks of a VIMA business transferred pursuant to this section will be paid in a single check jointly to the successor(s).
• Form a business entity and acquire a federal Taxpayer Identification Number, if the business is bequeathed to joint successors. VIMA will issue all bonus and commission checks and one 1099 to the business entity.
5.13 - Sale, Transfer, or Assignment of a VIMA Business
Although a VIMA business is a privately owned, independently operated business, the sale, transfer or assignment of a VIMA business is subject to certain limitations. A VIMA Associate may not sell or assign his or her rights or delegate his or her position as an Associate without prior written approval by VIMA, as approval will not be unreasonably withheld. Any attempted sale, assignment, or delegation without such approval may be voided at the discretion of VIMA. Additionally, the following criteria must be met:
A. Prior to Company approval, the selling Associate must first offer his or her position to his/her upline Sponsor. The Sponsor shall have five (5) business days in which to accept the offer. If Sponsor accepts the offer, he or she must provide the Company with written notice. If the Sponsor declines the offer, the selling Associate may offer the position to another buyer.
B. Protection of the existing line of sponsorship must always be maintained so that the VIMAbusiness continues to be operated in that line of sponsorship;
C. The buyer or transferee must become a qualified VIMA Associate. If the buyer is an active VIMA Associate, they must first terminate their VIMA business and wait six calendar months before acquiring any interest in the new VIMA business;
D. Before the sale, transfer, or assignment can be finalized and approved by VIMA, any debt obligations the selling Associate has with VIMA must be satisfied; and
E. The selling Associate 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 a VIMA business.
5.14 - Separation of a VIMA Business
VIMA Associates sometimes operate their VIMA businesses as husband-wife partnerships, regular partnerships, corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership, or trust (the latter three entities are collectively referred to herein as “entities”) 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. If the separating parties fail to provide for the best interests of other Associates and the Company in a timely fashion, VIMA will involuntarily terminate the Associate Agreement.
During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:
A. One of the parties may, with consent of the other(s), operate the VIMA business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners, or trustees authorize VIMA to deal directly and solely with the other spouse or non-relinquishing shareholder, partner, or trustee.
B. The parties may continue to operate the VIMA business jointly on a “business-as-usual” basis, whereupon all compensation paid by VIMA 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. The Company will never remove a party to a position from an Associate account without that party’s written permission and signature. Under no circumstances will the downline organization of divorcing spouses or a dissolving business entity be divided. Under no circumstances will VIMA split commission and bonus checks between divorcing spouses or members of dissolving entities. VIMA will recognize only one downline organization and will issue only one commission check per VIMA business per commission cycle. Commission checks shall always be issued to the same individual or entity. 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 Associate Agreement shall be involuntarily cancelled. If a former spouse has completely relinquished all rights in the original VIMA business pursuant to a divorce, they are thereafter free to enroll under any sponsor of their choosing without waiting six (6) calendar months. In the case of business entity dissolutions, the former partner, shareholder, member, or other entity affiliate who retains no interest in the business must wait six calendar months from the date of the final dissolution before re-enrolling as an Associate. In either case, however, the former spouse or business affiliate shall have no rights to any Associates in their former organization or to any former customer. They must develop the new business in the same manner as would any other new Associate.
All Active Associates in good standing have the right to sponsor and enroll others into VIMA. Each prospective customer or Associate has the ultimate right to choose his or her own Sponsor. If two Associates claim to be the Sponsor of the same new Associate or customer, the Company shall regard the first application received by the Company as controlling.
SECTION 6 – RESPONSIBILITIES OF ASSOCIATES
6.1 - Change of Address, Telephone, Email-Address
To ensure timely communications, delivery of support materials and commission checks, it is critically important that the VIMA’s files are current. Associates planning to move or change their email address must submit an amended Associate Agreement complete with the new information.
6.2 – Sponsoring Associate Responsibilities
6.2.1 – Initial Training
Any Associate who sponsors another Associate into VIMA must perform a bona fide assistance and training function to ensure that their downline is properly operating their VIMA business. Associates must provide the most current version of the Policies and Procedures, the Income Disclosure Statement, and Compensation Plan to individuals whom they are sponsoring to become Associates before the applicant signs an Associate Agreement.
6.2.2 – Ongoing Training Responsibilities
Associates must monitor the Associates in their downline organizations to ensure that downline Associates do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, every Associate should be able to provide documented evidence to VIMA of their ongoing fulfilment of the responsibilities of a Sponsor.
6.3 – Non-disparagement
Associates must not disparage, demean, or make negative remarks about VIMA, other VIMA Associates, VIMA’s services, the Compensation plan, or VIMA’s owners, board members, directors, officers, or employees. Such conduct represents a material breach of these Policies and Procedures and may be subject to sanctions as deemed appropriate by VIMA.
6.4 - Reporting Policy Violations
Associates observing a Policy violation by another Associate should submit a written report of the violation directly to the attention of the VIMA Compliance department, complete with all supporting evidence and pertinent information. It is important to understand that information that is submitted will be kept confidential.
SECTION 7 – AUTOMATIC BILLING
7.1 - Billing
The membership program is automatically renewed each month with a credit or debit card maintained on file with VIMA. The Associate may make adjustments to their monthly subscription in the back office of the VIMA website.
SECTION 8 –COMMISSIONS AND REFUND POLICY
8.1 - Bonus and Commission Qualifications
In order to qualify to receive commissions and bonuses, an Associate must be in good standing and comply with the terms of the Agreement and these Policies and Procedures. An Associate will qualify to receive commissions and bonuses so long as he/she produces one personal membership sale each month or maintains a personal membership in good standing for himself/herself. An Associate is not required to maintain a personal membership but may do so if desired for purposes of this section.
8.2 - Errors or Questions
If an Associate has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the Associate must notify VIMA in writing within 30 days of the date of the purported error or incident in question. VIMA will not be responsible for any errors, omissions, or problems not reported to the Company within 30 days.
8.3 - Bonus Buying Prohibited
Bonus buying is strictly and absolutely prohibited. Bonus buying includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an Associate Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as an Associate or Customer; (c) the enrollment or attempted enrollment of non-existent individuals or entities as Associates or Customers (“phantoms”); (d) purchasing VIMA services on behalf of another Associate or Customer, or under another Associate’s or Customer’s ID number, to qualify for commissions or bonuses; and/or (f) any other 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.
8.4 - Reports
All information provided by VIMA, including but not limited to personal sales volume (or any part thereof), 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 and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments, an Associate whose Associate Agreement is cancelled shall receive commissions and bonuses only for the last full pay period he or she worked prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).
A VIMA participant 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, or via email to VIMA.
8.5 – Refund Policy
For both Customers and Associates alike, the VIMA offers a 30-day satisfaction guarantee on all initial fees paid to the company. All subsequent fees are nonrefundable. When a refund is requested the bonuses and commissions attributable to the refunded service will be deducted from said Associate who received bonuses or commissions on such sales. Deductions will occur in the month in which the refund is given and continue every pay period thereafter until the commission is recovered.
SECTION 9 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
9.1 - Disciplinary Sanctions
Violation of the Agreement, these Policies and Procedures, violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive, or unethical business conduct, or any act or omission by an Associate 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 Associate’s VIMA business), may result, at VIMA’s discretion, in one or more of the following corrective measures:
• Issuance of a written warning or admonition;
• Requiring the Associate to take immediate corrective measures;
• Imposition of a fine, which may be withheld from bonus and commission checks;
• Loss of rights to one or more bonus and commission checks;
• Withholding from an Associate all or part of the Associate’s bonuses and commissions during the period that VIMA is investigating any conduct allegedly contrary to the Agreement. If an Associate’s business is cancelled for disciplinary reasons, the Associate will not be entitled to recover any commissions withheld during the investigation period;
• Suspension of the individual’s Associate Agreement for one or more pay periods;
• Involuntary termination of the offender’s Associate Agreement;
• Any other measure expressly allowed within any provision of the Agreement or which VIMA deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Associate’s policy violation or contractual breach;
• Instituting legal proceedings for monetary and/or equitable relief. Each violation is reviewed on a case-by-case basis, and all disciplinary actions are at the sole discretion of VIMA.
9.2 – Dispute Resolution
THIS PROVISION CONTAINS AN AGREEMENT THAT AFFECTS HOW CLAIMS AN ASSOCIATE MAY HAVE AGAINST VIMA, OR CLAIMS VIMA MAY HAVE AGAINST AN ASSOCIATE, WILL BE RESOLVED. THE PARTIES UNDERSTAND AND AGREE THAT THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION OPERATES AS A SEPARATE AND DISTINCT AGREEMENT THAT IS SEVERABLE FROM THE REMAINDER OF THE ASSOCIATE AGREEMENT AND IS ENFORCEABLE REGARDLESS OF THE ENFORCEABILITY OF ANY OTHER PROVISION OF THE ASSOCIATE AGREEMENT OR THE ASSOCIATE AGREEMENT AS A WHOLE. CONSIDERATION FOR THIS DISPUTE RESOLUTION AGREEMENT INCLUDES, WITHOUT LIMITATION, THE PARTIES’ MUTUAL AGREEMENT TO ARBITRATE CLAIMS. THE PARTIES FURTHER UNDERSTAND AND AGREE THAT THE UNENFORCEABILITY OF THE ASSOCIATE AGREEMENT IN WHOLE OR IN PART SHALL NOT SUPPORT A FINDING THAT THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION IS UNENFORCEABLE. THE FEDERAL ARBITRATION ACT (“FAA”) SHALL GOVERN THE DISPUTE RESOLUTION AGREEMENT IN THIS SECTION WITHOUT GIVING EFFECT TO ANY STATE LAW TO THE CONTRARY.
Any controversy, claim or dispute of whatever nature arising between Associate, on the one hand, and VIMA and/or the Related Parties (as defined below), on the other, including but not limited to those arising out of or relating to the Associate Agreement including these Policies and Procedures or the breach thereof, the sale, purchase or use of the VIMA services, or the commercial, economic or other relationship of Associate and Company and/or the Related Parties (for purposes of this Section, each a “party”), whether such claim is based on rights, privileges or interests recognized by or based upon statute, contract, tort, common law or otherwise (“Dispute”), and any Dispute as to the arbitrability of a matter under this provision, shall be settled through negotiation, mediation or arbitration, as provided herein.
If a Dispute arises, the parties shall first attempt in good faith to resolve it promptly by negotiation. Any of the parties involved in the Dispute may initiate negotiation by providing notice (the “Dispute Notice”) to each involved party setting forth the subject of the Dispute and the relief sought by the party providing the Dispute Notice, and designating a representative who has full authority to negotiate and settle the Dispute. Within ten (10) Business Days after the Dispute Notice is provided, each recipient shall respond to all other known recipients of the Dispute Notice with notice of the recipient’s position on and recommended solution to the Dispute, designating a representative who has full authority to negotiate and settle the Dispute. Within twenty (20) Business Days after the Dispute Notice is provided, the representatives designated by the parties shall confer either in person at a mutually acceptable time and place or by telephone, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. At any time twenty (20) Business Days or more after the Dispute Notice is provided, but prior to the initiation of arbitration, regardless of whether negotiations are continuing, any party may submit the Dispute to JAMS for mediation by providing notice of such request to all other concerned parties and providing such notice and a copy of all relevant Dispute Notices and notices responding thereto to JAMS. In such case, the parties shall cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in promptly scheduling the mediation proceedings, and shall participate in good faith in the mediation either in person at a mutually acceptable time and place or by telephone, in accordance with the then-prevailing JAMS’s mediation procedures and this Section, which shall control.
Any Dispute not resolved in writing by negotiation or mediation shall be subject to and shall be settled exclusively by final, binding arbitration before a single arbitrator or, for Disputes in excess of $2 million, a panel of three arbitrators, in Quincy, Florida, in accordance with the then-prevailing Comprehensive Arbitration Rules of JAMS, Inc. No party may commence Arbitration with respect to any Dispute unless that party has pursued negotiation and, if requested, mediation, as provided herein, provided, however, that no party shall be obligated to continue to participate in negotiation or mediation if the parties have not resolved the Dispute in writing within sixty (60) Business Days after the Dispute Notice was provided to any party or such longer period as may be agreed by the parties. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as an arbitrator in the case. The parties understand and agree that if the arbitrator or arbitral panel awards any relief that is inconsistent with the Limitation of Liability provision in this Section herein, such award exceeds the scope of the arbitrator’s or the arbitral panel’s authority, and any party may seek a review of the award in the exclusive jurisdiction and venue of the courts of the State of Florida residing in the City of Quincy.
Notwithstanding the foregoing, venue and jurisdiction for any claims or disputes arising under or relating to the Consultant Agreement brought by residents of Louisiana shall be established pursuant to Louisiana law.
C. Class Action Waiver
THE NEGOTIATION, MEDIATION OR ARBITRATION OF ANY DISPUTE SHALL BE LIMITED TO INDIVIDUAL RELIEF ONLY AND SHALL NOT INCLUDE CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. IN ANY ARBITRATION OF A DISPUTE, THE ARBITRATOR OR ARBITRAL PANEL SHALL ONLY HAVE THE POWER TO AWARD INDIVIDUAL RELIEF AND SHALL NOT HAVE THE POWER TO AWARD ANY CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. THE PARTIES UNDERSTAND AND AGREE THAT EACH IS WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE OR OTHER REPRESENTATIVE ACTION.
To the fullest extent allowed by law: 1) the costs of negotiation, mediation and arbitration, including fees and
expenses of any mediator, arbitrator, JAMS, or other persons independent of all parties acting with the consent of the parties to facilitate settlement, shall be shared in equal measure by Associate, on the one hand, and Company and any Related Parties involved on the other, except where applicable law requires that VIMA bear any costs unique to arbitration (which Company shall bear); and 2) the arbitrator or arbitral panel or, in the case of provisional or equitable relief or to challenge an award that exceeds arbitral authority as described in this Section, the court, shall award reasonable costs and attorneys’ fees to the person or entity that the arbitrator, arbitral panel, or court finds to be the prevailing party; provided, however, that if fees are sought under a statute or rule that sets a different standard for awarding fees or cots, then that statute or rule shall apply.
Nothing in these Policies and Procedures shall prevent VIMA from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect VIMA’s interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
9.3 - Governing Law, Jurisdiction, and Venue
Any party may seek specific performance, and any party may seek to compel each other party to comply with this Dispute Resolution Section by petition to any court of competent jurisdiction. For purposes of any provisional or equitable relief sought under this Section, the parties consent to exclusive jurisdiction and venue in the courts of the State of Florida residing in the City of Quincy, or the United States District Court for the Northern District of Florida residing in Jacksonville, Florida. The pendency of mediation or arbitration shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that mediation or arbitration is pending.
SECTION 10 – WARRANTIES AND LIMITATIONS OF LIABILITY
10.1- Warranty; Disclaimer
VIMA warrants to Associates that the Company services as and when delivered by VIMA shall be free from material defects. VIMA’s sole obligation to Associates, and Associates’ sole and exclusive remedy, for breach of this warranty shall be to return any defective Company services and receive a replacement or refund as described in Section 8.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIMA HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE COMPANY SERVICES, THE SALES PROGRAM, COMPANY MARKETING MATERIALS, COMPANY BUSINESS SUPPLIES, AND ANY OTHER SUBJECT MATTER OF THE ASSOCIATE AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY OR COMPLETENESS OF CONTENT, RESULTS, LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, AND CORRESPONDENCE TO DESCRIPTION.
10.2 – Limitation of Liability
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR ANY FAILURE OF ESSENTIAL PURPOSE, IN NO EVENT SHALL AN ASSOCIATE OR VIMA (INCLUDING ANY OF ITS RELATED PARTIES (AS DEFINED IN SECTION 9) BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THE ASSOCIATE AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING BUT NOT LIMITED TO THE COMPANY SERVICES, THE PROGRAM, COMPANY MARKETING MATERIALS OR COMPANY BUSINESS SUPPLIES), WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE ASSOCIATE OR VIMA (OR ANY OF ITS RELATED PARTIES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN JURISDICTIONS THAT DO NOT GIVE EFFECT TO LIMITED LIABILITY OR EXCULPATORY CLAUSES, THIS PROVISION IS NOT APPLICABLE. IN JURISDICTIONS THAT ALLOW FOR EXCULPATORY OR LIMITED LIABILITY CLAUSES IN A LIMITED MANNER, THIS PROVISION IS APPLICABLE TO THE FULLEST EXTENT ALLOWED BY THE LAW OF SUCH JURISDICTION.
SECTION 11 - EFFECT OF CANCELLATION
11.1- Effect of Cancellation and Termination
So long as an Associate remains active and complies with the terms of the Associate Agreement and these Policies, VIMA shall pay commissions to such Associate in accordance with the Compensation Plan. An Associate’s bonuses and commissions constitute the entire consideration for the Associate’s efforts in generating sales and all activities related to generating sales (including, but not limited to, building a downline organization). Following an Associate’s non-continuation of his or her Associate Agreement, cancellation for inactivity, or voluntary or involuntary cancellation (termination) of his or her Associate Agreement (all of these methods are collectively referred to as “Cancellation”), the former Associate shall have no right, title, claim or interest to the downline organization which he or she operated, or any commission or bonus from the sales generated by the organization. Associates waive any and all rights, including, but not limited to, property rights, in the downline which they may have had. Following an Associate’s cancellation of his or her Associate Agreement, the former Associate shall not hold him or herself out as a VIMA Associate and shall not have the right to sell VIMA products or services. An Associate whose Associate Agreement is cancelled shall receive commissions and bonuses only for the last full pay period he or she worked prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).
A VIMA participant 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, or via email to VIMA. The written notice must include the Associate’s signature, printed name, address, and Associate ID Number.
SECTION 12 – DEFINITIONS
AGREEMENT: The contract between the Company and each Associate; includes the Associate Agreement, the VIMA Policies and Procedures, and theVIMA Compensation Plan, all in their current form and as amended by VIMA in its sole discretion. These documents are collectively referred to as the “Agreement.”
CANCEL: The termination of an Associate’s business. Cancellation may be either voluntary, involuntary, or through non-renewal.
COMPENSATION PLAN: The guidelines and referenced literature for describing how Associates can generate commissions and bonuses.
CUSTOMER: A Customer who purchases VIMA services and does not engage in building a business or selling the service.
ASSOCIATE: An individual who purchases product, generates sales and business building commissions.
LINE OF SPONSORSHIP (LOS): A report generated by VIMA that provides critical data relating to the identities of Associates, sales information, and enrollment activity of each Associate’s organization. This report contains confidential and trade secret information which is proprietary to VIMA.
ORGANIZATION: The Customers and Associates placed below a particular Associate.
OFFICIAL VIMA MATERIAL: Literature, audio or video tapes, and other materials developed, printed, published, and distributed by VIMA to Associates.
PLACEMENT: Your position inside your Sponsor’s organization.
RECRUIT: For purposes of VIMA’s Conflict of Interest Policy, the term “Recruit” means the actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another VIMA Associate or Customer to enroll or participate in another multilevel marketing, network marketing, or direct sales opportunity.
SPONSOR: An Associate who enrolls a Customer or another Associate into the Company, and is listed as the Sponsor on the Associate Agreement. The act of enrolling others and training them to become Associates is called “sponsoring.”
UPLINE: This term refers to the Associate or Associates above a particular Associate in a sponsorship line up to the Company. It is the line of sponsors that links any particular Associate to the Company.