Effective October 1, 2010
SECTION 1. CORPORATE MISSION STATEMENT 4
The Amega mission is to passionately deliver a life-changing wellness experience to millions worldwide and to co-create, with our Business Associates, the opportunity to achieve one's highest aspirations of financial success, optimum health, and greater human consciousness. 4
SECTION 2. INTRODUCTION 4
2.1 - Policies and Compensation Plan Incorporated into Independent BA Agreement 4
2.2 - Purpose of Policies 4
2.3 - Changes to the Agreement 4
2.4 - Delays 4
2.5 - Policies and Provisions Severable 4
2.6 - Waiver 5
SECTION 3. BECOMING AN INDEPENDENT BUSINESS ASSOCIATE 5
3.1 - Requirements to Become a BA 5
3.2 - No Product Purchase Required 5
3.3 - BA Benefits 6
3.4 - Term and Renewal of Your Amega Business 6
SECTION 4. OPERATING AN AMEGA INDEPENDENT BUSINESS 6
4.1 - Adherence to the Amega Marketing and Compensation Plan 6
4.2 - Communicating with Amega Corporate 6
4.3 - Advertising 6
4.3.1 - General 6
4.3.2 - Amega Trademarks and Trade Names 7
4.3.3 - BA Websites 7
4.3.4 - Domain Names 7
4.3.5 - Trademarks and Copyrights 7
4.3.6 - Media and Media Inquiries 7
4.3.7 - Unsolicited Email 8
4.3.8 - Unsolicited Faxes and Automated Dialing Systems 8
4.3.9 - Telephone Book Listings 8
4.3.10 - Auctions Prohibited; Blogs, Chat Rooms, Social Networks, and other Online Forums Permitted. 8
4.4 - Bonus Buying Prohibited 9
4.5 - Business Entities 9
4.6 - Change of Sponsor 9
4.6.1 - Cancelation and Reapplication 9
4.6.2 - Misplacement 9
4.7 - Change of Sponsor Dispute Resolution 10
4.8 - Unauthorized Claims 10
4.8.1 - General 10
4.8.2 - Product Claims 10
4.8.3 - Income Claims 10
4.9 - Commercial Outlets 10
4.10 - Trade Shows, Expositions and Other Sales Forums 10
4.11 - Conflicts of Interest 11
4.11.1 - Non-solicitation 11
4.11.2 - Sale of Competing Goods or Services 11
4.11.3 - BA Participation in Other Direct Selling Programs 11
4.11.4 - Downline Activity (Genealogy) Reports 11
4.12 - Targeting Other Direct Sellers 12
4.13 - Cross-Sponsoring 12
4.14 - Errors or Questions 12
4.15 - Governmental Approval or Endorsement 12
4.16 - Holding Applications or Orders 12
4.17 - Identification 13
4.18 - Income Taxes 13
4.19 - Independent Contractor Status 13
4.20 - Insurance 13
4.21 - International Marketing 13
4.22 - Inventory Loading 13
4.23 - Adherence to Laws and Ordinances 13
4.24 - Minors 14
4.25 - One Amega Business per BA and Per Household 14
4.26 - Actions of Household Members or Affiliated Individuals/Entities 14
4.27 - Sale, Transfer or Assignment of Amega Business 14
4.28 - Separation of an Amega Business 15
4.29 - Sponsoring 15
4.30 - Succession 15
4.30.1 - Transfer Upon Death of a BA 16
4.30.2 - Transfer Upon Incapacitation of a BA 16
4.31 - Telemarketing Techniques 16
4.33 - CyberOffice Access 16
SECTION 5. RESPONSIBILITIES OF INDEPENDENT BUSINESS ASSOCIATES 16
5.1 - Change of Address, Telephone, and Email Addresses 16
5.1.1 - Changes Made Through Amega's BA Support 17
5.2 - Continuing Development Obligations 17
5.2.1 - Ongoing Training 17
5.2.2 - Increased Training Responsibilities 17
5.2.3 - Ongoing Sales Responsibilities 17
5.3 - Non-disparagement 17
5.4 - Providing Documentation to Applicants 17
5.5 - General Business Ethics 17
5.6 - Reporting Policy Violations 18
SECTION 6. SALES REQUIREMENTS 18
6.1 - Product Sales 18
6.2 - No Territory Restrictions 18
6.3 - Sales Receipts 18
SECTION 7. BONUSES AND COMMISSIONS 18
7.1 - Bonus and Commission Qualifications 18
7.1.1 - Upgrade Purchases and Personal Purchases 18
7.2 - Payment of Commissions 19
7.2.1 - Calculation 19
7.2.2 - "Commissions Plus" 19
7.2.3 - Adjustments for Returned Products 19
7.2.4 - Tax Withholdings Required by Law 19
7.2.5 - Other Deductions 19
7.3 - Reports 19
SECTION 8. PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE 20
8.1 - Retail Products 20
8.1.1 - Cooling Off Period 20
8.1.2 - Guarantee 20
8.1.3 - Exchanges 20
8.1.4 - Incorrect Order 21
8.1.5 - Refused Shipments 21
8.1.6 - Commission Adjustments 21
8.1.7 - Resalable Items 21
8.2 - Wholesale Products 22
8.2.1 - Cooling Off Period 22
8.2.2 - Order Fulfillment 22
8.2.3 - Guarantee 22
8.2.4 - Exchanges 22
8.2.5 - Defective or Broken Products 23
8.2.6 - Incorrect Order 23
8.2.7 - Refused Shipments 23
8.2.8 - Return of Inventory and Sales Aids upon Cancelation 23
8.2.9 - Resalable Items 23
8.2.10 - Non-Refundable Products 24
8.2.11 - Commission Adjustments 24
8.2.12 - Terminated BAs 24
8.3 - Procedures for All Returns 24
SECTION 9. DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS 25
9.1 - Disciplinary Sanctions 25
9.1.1 - Termination / Suspension 25
9.2 - Grievances and Complaints 26
9.3 - Mediation 26
9.4 - Arbitration 26
9.5 - Governing Law, Jurisdiction and Venue 26
9.5.1 - Louisiana Residents 26
SECTION 10. PAYMENT AND SHIPPING 26
10.1 - Product Purchases 26
10.1.1 - Credit Card Purchases 26
10.1.2 - Money Orders and Cashier's Checks 27
10.1.3 - Personal Checks 27
10.1.4 - Payment Using Unreleased Commissions ("Contra") 27
10.1.5 - Reward Voucher Redemption 27
10.2 - Sales Taxes 27
SECTION 11. INACTIVITY AND CANCELATION 27
11.1 - Effect of Cancelation 27
11.2 - Involuntary Cancelation 28
11.3 - Voluntary Cancelation 28
11.4 - Non-renewal 28
SECTION 12. DEFINITIONS 28
SECTION 1. CORPORATE MISSION STATEMENT
The Amega mission is to passionately deliver a life-changing wellness experience to millions worldwide and to co-create, with our Business Associates, the opportunity to achieve one's highest aspirations of financial success, optimum health, and greater human consciousness.
SECTION 2. INTRODUCTION
2.1 - Policies and Compensation Plan Incorporated into Independent BA Agreement
These Policies and Procedures, in their present form and as amended at the sole discretion of Amega Worldwide, Inc. (hereafter "Amega" or the "Company"), are incorporated into, and form an integral part of, the Amega Independent Business Associate ("BA") Agreement. Throughout these Policies, when the term "Agreement" is used, it collectively refers to the Amega Independent Business Associate Application and Agreement, these Policies and Procedures, the Amega Marketing and Compensation Plan, and the Amega Business Entity Application (if applicable).
These documents are incorporated by reference into the Amega Independent Business Associate Agreement (all in their current form and as amended by Amega). It is the responsibility of each BA to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures. When sponsoring or enrolling a new BA, it is the responsibility of the sponsoring BA to ensure that the applicant is provided with, or has online access to, the most current version of these Policies and Procedures and the Amega Marketing and Compensation Plan prior to his or her execution of the BA Agreement.
2.2 - Purpose of Policies
Amega is a direct sales company that markets its products through Business Associates. It is important to understand that your success and the success of your fellow Business Associates depends on the integrity of the men and women who market our products and services. To clearly define the relationship that exists between Business Associates and Amega, and to explicitly set a standard for acceptable business conduct, Amega has established the Agreement.
Amega Business Associates are required to comply with all of the Terms and Conditions set forth in the Agreement, as well as all federal, state, and local laws governing their Amega business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this Statement of Policies and Procedures. It explains and governs the relationship between you, as an independent contractor and the Company. If you have any questions regarding any policy or rule, do not hesitate to contact Customer Support.
2.3 - Changes to the Agreement
Because federal, state, and local laws, as well as the business environment, periodically change, Amega reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By signing or electronically agreeing to the BA Agreement, a BA agrees to abide by all amendments or modifications that Amega elects to make. Amendments shall be effective 30 days after publication of notice that the Agreement has been modified.
Notification of amendments shall be published by one or more of the following methods: (1) posting on The Company's official website; (2) electronic mail (email); (3) fax-on-demand; (4) voice mail system broadcast; (5) inclusion in Company periodicals; (6) inclusion in product orders or bonus checks; or (7) special mailings (8) communication through the Amega Messenger Service in the BA CyberOffice. The continuation of a Business Associate's Amega business or a Business Associate's acceptance of bonuses or commissions constitutes acceptance of any and all amendments.
2.4 - Delays
Amega 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, strikes, labor difficulties, riot, war, fire, death, curtailment of a party's source of supply, or government decrees or orders.
2.5 - 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. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.
2.6 - 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 Amega to exercise any right or power under the Agreement or to insist upon strict compliance by a BA 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 The Company's right to demand exact compliance with the Agreement.
Waiver by Amega can be effectuated only in writing by an authorized officer of the Company. The Company's waiver of any particular breach by a BA shall not affect or impair its rights with respect to any subsequent breach. It shall not affect in any way the rights or obligations of any other BA. No delay or omission by Amega, to exercise any right arising from a breach, shall affect or impair The Company's rights as to that or any subsequent breach.
The existence of any claim or cause of action of a BA against Amega shall not constitute a defense to The Company's enforcement of any term or provision of the Agreement.
SECTION 3. BECOMING AN INDEPENDENT BUSINESS ASSOCIATE
3.1 - Requirements to Become a BA
Submit a properly completed BA Application and Agreement to Amega either in hard copy or online format;
Submit an IRS form W-9.
Any person of legal age in their country (or 18 years old and above) can be an AMEGA BA. AMEGA reserves the right to accept or reject any BA Application without providing explanation or reason. AMEGA also reserves the right not to entertain any appeal in cases of rejection.
Upon confirmation as an AMEGA BA, a person shall not act as an authorized representative, agent, partner, joint venture participant or employee of AMEGA in any transaction, nor have any expressed, implied or extensible authority to bind or make any expressed or implied representation or warranty on behalf of the Company, without its expressed written consent.
AMEGA Business Associates are authorized to purchase products from AMEGA and refer new Business Associates or Customers to AMEGA in accordance with the Agreement.
AMEGA Business Associates are eligible to receive commissions and/or bonuses in accordance with the AMEGA Compensation Plan as expressed in company literature. Business Associates are responsible for paying all taxes, tariffs, shipping and brokerage fees applicable in their respective locales.
To qualify to enroll as a BA in the United States, the enrolling BA must reside in the United States or U.S. Territories and have a valid Social Security Number or Federal Tax ID number.
A BA may enroll as an individual or as a Corporate entity.
No person shall be allowed to have more than one BA account with AMEGA.
The only required purchase to become a BA is an "at cost" Starter Kit which is purchased at the time of enrollment.
New Business Associates will be prompted to submit their W-9 to Amega when they log into their CyberOffice. They will be permitted to log-in up to ten times, before submitting a W-9. Thereafter, no log-in will be allowed, and the Business Associate's business will be placed on suspension, until a properly completed W-9 is received by the Company. Any business remaining on suspension for 60 days will be canceled.
3.2 - No Product Purchase Required
No person is required to purchase Amega products or services to become a BA. In order to familiarize new Business Associates with Amega products, services, sales techniques, sales aids and other matters, the Company requires that they purchase a Starter Kit. Amega will repurchase resalable kits from any BA who terminates his or her BA Agreement pursuant to the terms of Section 8.2.
3.3 - BA Benefits
Once a BA Application and Agreement has been accepted by Amega, the benefits of the Marketing and Compensation Plan and the BA Agreement are available to the new BA. These benefits include the right to:
Sell Amega products and services and develop a personal retail sales customer base;
Participate in the Amega Marketing and Compensation Plan (receive bonuses and commissions, if eligible);
Enroll Preferred Customers or sponsor other individuals as Business Associates into the Amega business and thereby, build a marketing organization and progress through the Amega Marketing and Compensation Plan;
Receive periodic Amega literature and other Amega communications;
Participate in Amega-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 Amega for its Business Associates.
3.4 - Term and Renewal of Your Amega Business
The term of the BA Agreement is one year from the date of its acceptance by Amega. Business Associates must renew their BA Agreement each year by paying a nominal annual renewal fee on or before the anniversary date of their BA Agreement. Business Associates will be notified of their upcoming anniversary via notice in their CyberOffice. If the renewal fee is not paid within 30 days after the expiration of the current term of the BA Agreement, the BA Agreement will be canceled.
Business Associates may elect to utilize the Automatic Renewal Program ("ARP"). Under the ARP, the renewal fee will be charged to the Business Associate's credit card on file with the Company or deducted from the Business Associate's commission check if the charge is denied by the credit card company. The Company will issue notice of the impending charge approximately two weeks prior to the charge. If the BA has sufficient commissions pending at the time of renewal, The BA can elect to have the renewal fee deducted from the commission amount.
SECTION 4. OPERATING AN AMEGA INDEPENDENT BUSINESS
4.1 - Adherence to the Amega Marketing and Compensation Plan
Business Associates must adhere to the terms of the Amega Marketing and Compensation Plan as set forth in official Amega literature.
Business Associates shall not offer the Amega opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official Amega literature without The Company's prior written approval. Business Associates shall not require or encourage other current or prospective Business Associates to participate in Amega in any manner that varies from the program as set forth in official Amega literature. Business Associates shall not require or encourage other current or prospective Business Associates to execute any agreement or contract other than official Amega agreements and contracts in order to become an Amega BA.
Similarly, Business Associates shall not require or encourage other current or prospective Business Associates to make any purchase from, or payment to, any individual or other entity to participate in the Amega Marketing and Compensation Plan other than those purchases or payments identified as recommended or required in official Amega literature.
4.2 - Communicating with Amega Corporate
Amega Business Associates can communicate with Customer Service at any time by either calling Customer Support or using the Amega Messenger Service.
Amega Messenger is located in your CyberOffice and it is the most efficient method for communicating with Amega. When you utilize Messenger, your issue is routed to the correct department and handled expeditiously. Unlike phone and email support, service is never delayed when Amega personnel are out of the office or on vacation. Also, an audit trail of your communication and our response is kept so that a record of your support issue is created, tracked, and followed through on until resolved.
4.3 - Advertising
4.3.1 - General
All Business Associates shall safeguard and promote the good reputation of Amega and its products. The marketing and promotion of Amega, the Amega opportunity, the Marketing and Compensation Plan, and Amega products shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.
Accordingly, Business Associates must use sales tools provided by the Company. However, Business Associates may create their own sales tools but must submit all written sales tools, promotional materials, advertisements, websites, and other literature to the Amega Compliance Department for advance written approval. Unless the BA receives specific written approval to use such tools, the request shall be deemed denied.
Sales tools, including marketing and business development systems, may only be sold to other Business Associates with the advance written approval of the Compliance Department. Business Associates may make approved sales tools available to other Business Associates free of charge if they wish.
Amega reserves the right to rescind approval for any sales tools, promotional materials, advertisements, websites, marketing or business building systems, or other literature, and Business Associates waive all claims for damages or remuneration arising from or relating to such rescission.
4.3.2 - Amega Trademarks and Trade Names
The name of Amega and other names as may be adopted by Amega are proprietary trade names, trademarks and service marks of Amega. As such, these marks are of great value to Amega and are supplied to Business Associates for their use only in an expressly authorized manner. Use of Amega name on any item not produced by the Company, or otherwise approved by the Compliance Department in writing, is prohibited except as follows:
Independent Business Associate's Name
Amega™ Independent Business Associate
4.3.3 - BA Websites
If a BA desires to utilize an Internet web page to promote his or her business, he or she may do so through the Company's official website, using official Amega templates.
Alternatively, Business Associates may develop their own websites, however, any BA who does so must first submit an Independent Business Associate Website Approval Request and Agreement along with the appropriate fee. Once a website receives the Compliance Department's written approval, no changes may be made to the website without the receiving further written approval from the Compliance Department.
4.3.4 - Domain Names
Business Associates may not directly or indirectly register or attempt to register any Amega trade name, trademark, service name, service mark, product name, The Company's name, or any derivative thereof, for any Internet domain name.
If a BA wishes to use any of such marks in a domain name, they shall submit a Domain Name Registration and Usage Agreement to the Compliance Department along with the appropriate fee. If the Compliance Department determines that it is appropriate to allow the use of the domain name, Amega will register the domain name in its own name, and shall license the domain name to the BA making the request. The Company reserves the right to rescind the license at its discretion.
4.3.5 - Trademarks and Copyrights
Amega will not allow the use of its trade names, trademarks, designs, or symbols by any person, including Amega Business Associates, without its prior, written permission. Business Associates may not produce for sale any recorded Company events and speeches without written permission from Amega nor may Business Associates reproduce for sale any recording of Company-produced audio or video tape presentations. Business Associates may record such Company events, but may use them only within their own personal Sales Organizations. Such recordings may not be posted on the internet, nor may such recordings be shown to prospective Business Associates or used as recruiting tools.
4.3.6 - Media and Media Inquiries
Business Associates must not attempt to respond to media inquiries regarding Amega, its products or services, or their independent Amega business. All inquiries by any type of media must be immediately referred to the Amega Public Relations Department. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.
4.3.7 - Unsolicited Email
Amega does not permit Business Associates to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation:
The Federal CAN SPAM Act
Any email sent by a BA that promotes Amega, the Amega opportunity, or Amega products and services must comply with the following:
There must be a functioning return email address to the sender.
There must be a notice in the email that advises the recipient that he 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).
The email must include the Business Associate's physical mailing address.
The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
The use of deceptive subject lines and/or false header information is prohibited.
All opt-out requests, whether received by email or regular mail, must be honored. If a BA receives an opt-out request from a recipient of an email, the BA must forward the opt-out request to the Company.
Amega may periodically send commercial emails on behalf of Business Associates. By entering into the BA Agreement, the BA agrees that the Company may send such emails and that the Business Associate's physical and email addresses will be included in such emails as outlined above. Business Associates shall honor opt-out requests generated as a result of such emails sent by the Company.
4.3.8 - Unsolicited Faxes and Automated Dialing Systems
Except as provided in this section, Business Associates may not use or transmit unsolicited faxes or use an automatic telephone dialing system relative to the operation of their Amega business. The term "automatic telephone dialing system" means equipment which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers.
The term "unsolicited faxes" means the transmission via telephone facsimile of any material or information advertising or promoting Amega, its products, its compensation plan or any other aspect of the company which is transmitted to any person, except that these terms do not include a fax or email: (a) to any person with that person's prior express invitation or permission; or (b) to any person with whom the BA has an established business or personal relationship.
The term "established business or personal relationship" means a prior or existing relationship formed by a voluntary two way communication between a BA and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such BA; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.
4.3.9 - Telephone Book Listings
All Business Associates may list themselves as an "Independent Amega BA" in the white or yellow pages of the telephone directory under their own name. No BA may place telephone directory display ads using The Company's name or logo without The Company's written consent. Business Associates may not answer the telephone by saying "Amega", "Amega Incorporated," or in any other manner that would lead the caller to believe that he or she has reached corporate offices of Amega.
4.3.10 - Auctions Prohibited; Blogs, Chat Rooms, Social Networks, and other Online Forums Permitted.
184.108.40.206 You shall absolutely refrain from selling Products on an Internet auction site. You agree that this provision is material to the Agreement and if you breach it you agree that we may terminate the Agreement without notice.
220.127.116.11 Upon completion of a Compliance Certification course, you may post text and videos on or in blogs, chat rooms, social networking sites, video websites, to market, sell, advertise, promote, or discuss Amega's Products or services, or the Amega opportunity, subject to the following:
All text postings must include your name and ID number;
All video must include a clear image of your name and ID number;
All claims comply with section 4.3 above; additionally, you must disclose that you are a compensated independent distributor of our Products.
Videos must be approved in advance by our Compliance department;
You must use the Amega logo/image in conjunction with your posting.
If your posting containing images or references to a celebrity or copyrighted material, you must have express written consent from the owner of the image or copyrighted material and provide such consent to Amega upon request.
All postings must contain business opportunity content only. Product names may be mentioned, but no testimonials or further discussion of the Products is allowed. The posting may refer the viewer to a website authorized to promote the Products (e.g., our company website or your authorized replicating website).
4.4 - 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 a BA Application and Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as a BA or Customer; (c) the enrollment or attempted enrollment of non-existent individuals or entities as Business Associates or Customers ("phantoms"); (d) Purchasing Amega products or services on behalf of another BA or Customer, or under another Business Associate's or Customer's I.D. number, to qualify for commissions or bonuses; (e) purchasing excessive amounts of goods or services that cannot reasonably be used or resold in a month; 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.
4.5 - Business Entities
A corporation, limited liability company, sole proprietorship, partnership, trust or cooperative (collectively referred to in this section as a "Business Entity") may apply to be an Amega BA by submitting a BA Application and Agreement along with a properly completed Business Entity Registration Agreement and a properly completed IRS form W-9. The Business Entity Registration Agreement must be signed by all of the shareholders, members, partners, trustees, or other parties with any ownership interest in, or management responsibilities for, the Business Entity (collectively "Affiliated Parties"). The Business Entity, as well as all Affiliated Parties are individually, jointly and severally liable for any indebtedness to Amega, compliance with the Amega Policies and Procedures, the Amega BA Agreement, and other obligations to Amega.
To prevent the circumvention of Sections 4.6 (regarding transfers and assignments of an Amega business) and 4.7, (regarding Sponsorship Changes), if any Affiliated Party wants to terminate his or her relationship with the Business Entity or Amega, the Affiliated Party must terminate his or her affiliation with the Business Entity, notify Amega in writing that he or she has terminated his/her affiliation with the Business Entity, and must comply with the provisions of Section 4.7.
In addition, the party foregoing their interest in the Business Entity may not participate in any other Amega business for six consecutive calendar months in accordance with Section 4.6.1. If the Business Entity wishes to bring on any new Affiliated Party, it must adhere to the requirements of Section 4.7.
The modifications permitted within the scope of this paragraph do not include a change of sponsorship. Changes of sponsorship are addressed in Section 4.6, below. There is a $25.00 fee for each change requested, which must be included with the written request and the completed BA Application and Agreement. Amega may, at its discretion, require notarized documents before implementing any changes to an Amega business. Please allow thirty (30) days after the receipt of the request by Amega for processing.
4.6 - Change of Sponsor
To protect the integrity of all marketing organizations and safeguard the hard work of all Business Associates, Amega discourages changes in sponsorship. Maintaining the integrity of sponsorship is critical for the success of every BA and marketing organization. Accordingly, the transfer of an Amega business from one sponsor to another is rarely permitted.
4.6.1 - Cancelation and Reapplication
A BA may legitimately change organizations without Company approval by voluntarily canceling his or her Amega business and remaining inactive (i.e., no purchases of Amega products for resale, no sales of Amega products, no sponsoring, no attendance at any Amega functions, participation in any other form of BA activity, or operation of any other Amega business) for six (6) full calendar months. Following the six month period of inactivity, the former BA may reapply under a new sponsor; however, the former Business Associate's downline will remain in their original line of sponsorship.
4.6.2 - Misplacement
Requests for change of sponsorship must be submitted in writing to Customer Support, and must include the reason for the transfer. Transfers will only be permitted in cases in which the new BA is sponsored by someone other than the individual he or she was led to believe would be his or her Sponsor. A BA may request that he or she be transferred to another organization with his or her entire marketing organization intact. Requests for transfer under this policy will be evaluated on a case-by-case basis and must be made within three days from the date of enrollment. The BA requesting the change has the burden of proving that he or she was placed beneath the wrong sponsor. It is up to The Company's discretion whether the requested change will be implemented.
4.7 - Change of Sponsor Dispute Resolution
In cases where in the appropriate sponsorship change procedures have not been followed, and a downline organization has been developed in the second business developed by a BA, Amega reserves the sole and exclusive right to determine the final disposition of the downline organization. Resolving conflicts over the proper placement of a downline that has developed under an organization that has improperly switched sponsors is often extremely difficult. Therefore, BUSINESS ASSOCIATES WAIVE ANY AND ALL CLAIMS AGAINST AMEGA, ITS OWNERS, OFFICERS, DIRECTORS, MANAGEMENT, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM THE COMPANY'S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW AN ORGANIZATION THAT HAS IMPROPERLY CHANGED LINES OF SPONSORSHIP.
4.8 - Unauthorized Claims
4.8.1 - General
Business Associates are responsible for all verbal and written statements made regarding Amega products, services, and opportunity that are not expressly contained in official Amega materials. Business Associates must not make any false, deceptive, or misleading statements that are in any way connected to their Amega business or the Amega products.
4.8.2 - Product Claims
No claims (which include personal testimonials) may be made that expressly or by implication state that any Amega product is effective in the treatment, prevention, or cure of any disease, illness, or injury except for the specific claims contained in official Amega literature.
4.8.3 - Income Claims
A BA, when presenting or discussing the Amega opportunity or Marketing and Compensation Plan to a prospective BA, may not make income projections, income claims or representations, or disclose his or her Amega income (including the showing of checks, copies of checks, bank statements, or tax records, and "lifestyle" claims such as "you can quit your job," or pictures of luxury cars, homes, etc.) unless, at the time the presentation is made, the BA also informs each prospect of the following:
Amega does not guarantee or promise you will earn an income;
As a new network marketing program, Amega does not have sufficient data to provide a meaningful measure of the average and median incomes earned by Business Associates in the United States. Amega will be developing this data and disclosing the results, after the company has been in business in the U.S for a full year; then quarterly thereafter.
The results displayed here are not typical. The large majority of people who join network marketing programs, including Amega, are not financially successful, and do not make money.
4.9 - Commercial Outlets
Business Associates may not sell Amega products from a commercial outlet, nor may Business Associates display or sell Amega products or literature in any retail or service establishment, unless the owner of the commercial outlet, retail or service establishment is also a BA.
4.10 - Trade Shows, Expositions and Other Sales Forums
Business Associates may display and/or sell Amega products at trade shows and professional expositions. Before submitting a deposit to the event promoter, Business Associates must purchase a Trade show and Convention Kit and contact the Compliance department in writing for conditional approval as Amega policy is to authorize only one Amega business per event. Final approval will be granted to the first BA who submits an official advertisement of the event, a copy of the contract signed by both the BA and the event official, and a receipt indicating that a deposit for the booth has been paid.
Approval is given only for the event specified. Any requests to participate in future events must again be submitted to the Compliance department. Amega further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its products, services, or the Amega opportunity. Approval will not be given for swap meets, garage sales, flea markets or farmer's markets as these events are not conducive to the professional image Amega wishes to portray.
4.11 - Conflicts of Interest
4.11.1 - Non-solicitation
Amega Business Associates are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively "network marketing"). However, with the exception of a Business Associate's personally sponsored Business Associates, Business Associates may not directly or indirectly Recruit other Amega Business Associates or Customers for any other network marketing business.
"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 Amega BA to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity.
Following the cancelation of a Business Associate's Amega business and BA Agreement, and for a period of six calendar months thereafter, with the exception of a BA who is personally sponsored by the former BA, a former BA may not Recruit any Amega BA or Customer for another network marketing business.
Business Associates and the Company recognize that because network marketing is conducted through networks of independent contractors dispersed across the entire United States, Canada and internationally, and business is commonly conducted via the internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, Business Associates and Amega agree that this non-solicitation provision shall apply to all markets in which Amega conducts business.
4.11.2 - Sale of Competing Goods or Services
Business Associates must not sell, or attempt to sell, any competing non-Amega programs, products or services to Amega Customers or Business Associates, other than those Business Associates whom they personally sponsored or those Customers whom they personally enrolled. Any program, product or services in the same generic categories as Amega products or services is deemed to be competing, regardless of differences in cost, quality or other distinguishing factors.
4.11.3 - BA Participation in Other Direct Selling Programs
If a BA is engaged in other non-Amega direct selling programs, it is the responsibility of the BA to ensure that his or her Amega business is operated entirely separate and apart from any other program. To this end, the following must be adhered to:
Business Associates shall not offer the Amega opportunity, products or services to prospective or existing Customers or Business Associates in conjunction with any non-Amega program, opportunity, product or service.
Business Associates may not offer any non-Amega opportunity, products, services or opportunity at any Amega-related meeting, seminar or convention, or within two hours and a five mile radius of an Amega event. If the Amega meeting is held telephonically or on the internet, any non-Amega meeting must be at least two hours before or after the Amega meeting, and on a different conference telephone number or internet website address from the Amega meeting.
4.11.4 - Downline Activity (Genealogy) Reports
Downline Activity Reports are available for BA access and viewing at the official Amega website. BA access to their Downline Activity Reports is password protected. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to Amega.
Downline Activity Reports are provided to Business Associates in strictest confidence and are made available to Business Associates for the sole purpose of assisting Business Associates in working with their respective Downline Organizations in the development of their Amega business. Business Associates should use their Downline Activity Reports to assist, motivate, and train their downline Business Associates.
The BA and Amega agree that, but for this agreement of confidentiality and nondisclosure, Amega would not provide Downline Activity Reports to the BA. A BA shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:
Directly or indirectly disclose any information contained in any Downline Activity Report to any third party;
Directly or indirectly disclose the password or other access code to his or her Downline Activity Report;
Use the information to compete with Amega or for any purpose other than promoting his or her Amega business;
Recruit or solicit any BA or Customer of Amega listed on any report, or in any manner attempt to influence or induce any BA or Preferred Customer of Amega, to alter their business relationship with Amega; or
Use or disclose to any person, partnership, association, corporation, or other entity any information contained in any Downline Activity Report.
Upon demand by the Company, any current or former BA will return the original and all copies of Downline Activity Reports to the Company.
4.12 - Targeting Other Direct Sellers
Amega does not condone Business Associates specifically or consciously targeting the sales force of another direct sales company to sell Amega products or to become Business Associates for Amega, nor does Amega condone Business Associates solicitation or enticement of members of the sales force of another direct sales company to violate the terms of their contract with such other company. Should Business Associates engage in such activity, they bear the risk of being sued by the other direct sales company.
If any lawsuit, arbitration or mediation is brought against a BA alleging that he or she engaged in inappropriate recruiting activity of its sales force or customers, Amega will not pay any of Business Associate's defense costs or legal fees, nor will Amega indemnify the BA for any judgment, award, or settlement.
4.13 - Cross-Sponsoring
Actual or attempted cross sponsoring is strictly prohibited. "Cross sponsoring" is defined as the enrollment or attempted enrollment of an individual who or entity that already has a current Customer or BA Agreement on file with Amega, or who has had such an agreement within the preceding six calendar months, within a different line of sponsorship.
The use of a spouse's or relative's name, trade names, DBA's, assumed names, corporations, partnerships, trusts, federal ID numbers, fictitious ID numbers, any straw-man or other artifice to circumvent this policy is prohibited. Business Associates shall not demean, discredit or defame other Amega Business Associates in an attempt to entice another BA or prospect to become part of the first Business Associate's marketing organization. This policy shall not prohibit a sponsorship change in accordance with Section 4.5.
If Cross Sponsoring is discovered, it must be brought to The Company's attention immediately. Amega may take disciplinary action against the BA that changed organizations and/or those Business Associates who encouraged or participated in the Cross Sponsoring. Amega may also move all or part of the offending Business Associate's downline to his or her original downline organization if the Company deems it equitable and feasible to do so.
However, Amega is under no obligation to move the Cross Sponsored Business Associate's downline organization, and the ultimate disposition of the organization remains within the sole discretion of Amega. Business Associates waive all claims and causes of action against Amega arising from or relating to the disposition of the Cross Sponsored Business Associate's downline organization.
4.14 - Errors or Questions
If a BA has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the BA must notify Amega in writing within 60 days of the date of the purported error or incident in question. Amega will not be responsible for any errors, omissions or problems not reported to the Company within 60 days.
4.15 - Governmental Approval or Endorsement
No federal, state (hereafter, this term will refer to both provinces and territories) regulatory agencies or officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Business Associates shall not represent or imply that Amega or its Marketing and Compensation Plan have been "approved," "endorsed" or otherwise sanctioned by any government agency.
4.16 - Holding Applications or Orders
Business Associates must not manipulate enrollments of new applicants and purchases of products. All BA Applications and Agreements, and product orders must be sent to Amega within 72 hours from the time they are signed by a BA or placed by a customer, respectively.
4.17 - Identification
All individual Business Associates are required to provide their Social Security Number (SSN) or a Federal Employer Identification Number to Amega on the BA Application and Agreement. Upon enrollment, the Company will provide a unique BA Identification Number to the BA by which he or she will be identified. This number will be used to place orders, and track commissions and bonuses.
4.18 - Income Taxes
Each BA is responsible for paying local, state, and federal taxes on any income generated as a BA. Every year, Amega 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.
4.19 - Independent Contractor Status
Business Associates are independent contractors, and are not purchasers of a franchise or a business opportunity. The agreement between Amega and its Business Associates does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the BA. Business Associates shall not be treated as an employee for his or her services or for Federal or State tax purposes. All Business Associates are responsible for paying local, state, and federal taxes due from all compensation earned as a BA of the Company. The BA has no authority (expressed or implied), to bind the Company to any obligation. Each BA shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the BA Agreement, these Policies and Procedures, and applicable laws.
4.20 - Insurance
You may wish to arrange insurance coverage for your business. Your homeowner's insurance policy does not cover business-related injuries or the theft of or damage to inventory or business equipment. Contact your insurance agent to make certain that your business property is protected. This can often be accomplished with a simple "Business Pursuit" endorsement attached to your present home owner's policy.
4.21 - International Marketing
Because of critical legal and tax considerations, Amega must closely monitor BA activities when the activities are outside of the Business Associate's home country. Accordingly, Business Associates are authorized to enroll new Business Associates and build teams, as well as sell Amega products in countries outside of their country of residence so long as they are in compliance with all policies set forth by The Company.
Business Associates may use their standard Replicated Websites to conduct business building or retail activity outside of their home country. When directing prospects to their Replicated Websites, the system will automatically recognize the country from which they are viewing the site and during the order or enrollment process will provide details that are pertinent to that country.
When a new enrollee or customer utilizes this site, the enrolling or selling BA must provide them with both their BA Name as well as their BA Identification Number. Both of these are located in the top header in the CyberOffice. The new enrollee or customer will be asked to provide this information and if they do not, the enrolling BA may not receive credit for the enrollment or purchase.
If a BA does not comply with this policy, the new enrollee or customer will be asked to provide information that does not pertain to their country of residence, such as a social security number or zip code.
4.22 - Inventory Loading
Business Associates must never purchase more products than they can reasonably use or sell to retail customers in a month, and must not influence or attempt to influence any other BA to buy more products than they can reasonably use or sell to retail customers in a month.
4.23 - Adherence to Laws and Ordinances
Business Associates shall comply with all federal, state, and local laws and regulations in the conduct of their businesses. Many cities and other jurisdictions have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to Business Associates because of the nature of their business. However, Business Associates must obey those laws that do apply to them. If a city or other official tells a BA that an ordinance applies to him or her, the BA shall be polite and cooperative, and immediately send a copy of the ordinance to the Compliance Department of Amega.
4.24 - Minors
A person who is recognized as a minor in his/her state of residence may not be an Amega BA. Business Associates shall not enroll or recruit minors into the Amega program.
4.25 - One Amega Business per BA and Per Household
A BA may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one Amega business. No individual may have, operate or receive compensation from more than one Amega business. Individuals of the same family unit may not enter into or have an interest in more than one Amega Business. A "family unit" is defined as spouses and dependent children living at or doing business at the same address.
In order to maintain the integrity of the Amega Marketing and Compensation Plan, husbands and wives or common-law couples (collectively "spouses") who wish to become Amega Business Associates must be jointly sponsored as one Amega business. Spouses, regardless of whether one or both are signatories to the BA Application and Agreement, may not own or operate any other Amega business, either individually or jointly, nor may they participate directly or indirectly (as a shareholder, partner, trustee, trust beneficiary, or any other legal or equitable ownership) in the ownership or management of another Amega business in any form.
An exception to the one business per BA rule will be considered on a case by case basis if two Business Associates marry or in cases of a BA receiving an interest in another business through inheritance. Requests for exceptions to policy must be submitted in writing to the Compliance Department.
4.26 - Actions of Household Members or Affiliated Individuals/Entities
If any member of a Business Associate's immediate household engages in any activity which, if performed by the BA, would violate any provision of the Agreement, such activity will be deemed a violation by the BA and Amega may take disciplinary action pursuant to the Statement of Policies against the BA.
Similarly, if any individual associated in any way with a corporation, partnership, LLC, trust, sole proprietorship, cooperative or other entity (collectively "Business Entity") violates the Agreement, such action(s) will be deemed a violation by the Business Entity, and Amega may take disciplinary action against the Business Entity.
Likewise, if a BA enrolls in Amega as a Business Entity, each shareholder, officer, member, partner, or other individual or entity with an ownership interest or management responsibility in the Business Entity shall be personally and individually bound to, and must comply with, the terms and conditions of the Agreement.
4.27 - Sale, Transfer or Assignment of Amega Business
Although an Amega business is a privately owned, independently operated business, the sale, transfer or assignment of an Amega business, and the sale, transfer, or assignment of an interest in a Business Entity that owns or operates an Amega business is subject to certain limitations.
If a BA wishes to sell his or her Amega business, or interest in a Business Entity that owns or operates an Amega business, the following criteria must be met:
The seller must submit a completed Request to Transfer Business Form to the Company; The selling BA must provide the Company with the right of first refusal to purchase his/her business under the same terms as negotiated and reduced to writing with a third party buyer.
The buyer or transferee must become a qualified Amega BA. If the buyer is an active Amega BA, he or she must first terminate his or her Amega business and wait six calendar months before acquiring any interest in a different Amega business;
Before the sale, transfer or assignment can be finalized and approved by Amega, any debt obligations the selling party has with Amega must be satisfied.
The selling party must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign an Amega business;
Prior to selling an Amega business or Business Entity interest, the selling party must notify the Amega Compliance Department in writing and advise of his or her intent to sell the Amega business or Business Entity interest. The selling party must also receive written approval from the Compliance Department before proceeding with the sale. No changes in line of sponsorship can result from the sale or transfer of an Amega business.
After sale or transfer, the new BA will be paid at one achievement level below the current achievement level for a period of three months. At the end of the three month period, the new BA will be paid at the achievement level for which they are qualified.
The selling BA must pay Amega a nominal fee for processing the Transfer of Ownership. The selling BA may choose to have this fee deducted from existing pending commissions or to pay the fee in cash, with a money order or with a credit card.
4.28 - Separation of an Amega Business
Amega Business Associates sometimes operate their Amega businesses as husband-wife partnerships, regular partnerships, LLCs, corporations, trusts, cooperatives or other Business Entities. At such time as a marriage may end in divorce or a corporation, LLC, partnership, trust, cooperative or other 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 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 Amega business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize Amega to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.
The parties may continue to operate the Amega business jointly on a "business-as-usual" basis, whereupon all compensation paid by Amega 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 Downline Organization of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will Amega split commission and bonus checks between divorcing spouses or members of dissolving entities. Amega will recognize only one Downline Organization and will issue only one commission check per Amega 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 BA Agreement shall be involuntarily canceled.
If a former spouse has completely relinquished all rights in the original Amega business pursuant to a divorce, he or she is thereafter free to enroll under any sponsor of his or her choosing without waiting six calendar months. In the case of business entity dissolutions, the former partner, shareholder, member, or other entity affiliate who retains no interest in the business must wait six calendar months from the date of the final dissolution before re-enrolling as a BA. In either case, the former spouse or business affiliate shall have no rights to any Business Associates in their former organization or to any former retail customer. They must develop the new business in the same manner as would any other new BA.
4.29 - Sponsoring
All active Business Associates in good standing have the right to sponsor and enroll others into Amega. Each prospective or BA has the ultimate right to choose his or her own Sponsor. If two Business Associates claim to be the Sponsor of the same new BA, the Company shall regard the first application received by the Company as controlling.
4.30 - Succession
Upon the death or incapacitation of a BA, his or her business may be passed to his or her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, a BA should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever an Amega business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased Business Associate's marketing organization provided the following qualifications are met. The successor(s) must:
Execute a BA Agreement;
Comply with terms and provisions of the Agreement;
Meet all of the qualifications for the deceased Business Associate's status;
The devisee must provide Amega with an "address of record" to which all bonus and commission checks will be sent;
If the business is bequeathed to joint devisees, they must form a business entity and acquire a Federal Taxpayer Identification Number. Amega will issue all bonus and commission checks and one 1099 to the business entity.
4.30.1 - Transfer Upon Death of a BA
To effect a testamentary transfer of an Amega business, the executor of the estate must provide the following to Amega: (1) an original death certificate; (2) a notarized copy of the will or other instrument establishing the successor's right to the Amega business; (3) certified letters testamentary or a letter of administration appointing an executor; and (4) written instructions from the authorized executor to Amega specifying to whom the business and income should be transferred.
4.30.2 - Transfer Upon Incapacitation of a BA
To effectuate a transfer of an Amega business because of incapacity, the successor must provide the following to Amega: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee's right to administer the Amega business; and (3) a completed BA Agreement executed by the trustee.
4.31 - Telemarketing Techniques
The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices. These federal agencies (as well as a number of states) have or are developing "do not call" regulations as part of their telemarketing laws. Although Amega does not consider Business Associates to be "telemarketers" in the traditional sense of the word, these government regulations broadly define the term "telemarketer" and "telemarketing" so that your inadvertent action of calling someone whose telephone number is listed on the federal "do not call" registry could cause you to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties (up to $11,000.00 per violation).
A telephone call(s) placed to a prospective customer or BA (a "prospect") is permissible under the following situations:
If the BA has an established business relationship with the prospect. An "established business relationship" is a relationship between a BA and a prospect based on the prospect's purchase, rental, or lease of goods or services from the BA, or a financial transaction between the prospect and the BA, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect's purchase of a product or service.
The prospect's personal inquiry or application regarding a product or service offered by the BA, within the three (3) months immediately preceding the date of such a call.
If the BA receives written and signed permission from the prospect authorizing the BA to call. The authorization must specify the telephone number(s) which the BA is authorized to call.
You may call family members, personal friends, and acquaintances. An "acquaintance" is someone with whom you have at least a recent first-hand relationship within the preceding three months. Thus, if you engage in calling "acquaintances," you must make such calls on an occasional basis only and not make this a routine practice.
In addition, Business Associates shall not use automatic telephone dialing systems relative to the operation of their Amega businesses. The term "automatic telephone dialing system" means equipment that has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers.
4.33 - CyberOffice Access
Amega makes online CyberOffices available to its Business Associates. CyberOffices provide Business Associates access to confidential and proprietary information that may be used solely and exclusively to promote the development of a Business Associate's Amega business and to increase sales of Amega products. However, access to a CyberOffice is a privilege, and not a right. Amega reserves the right to deny Business Associate's access to the CyberOffice at its sole discretion.
SECTION 5. RESPONSIBILITIES OF INDEPENDENT BUSINESS ASSOCIATES
5.1 - Change of Address, Telephone, and Email Addresses
To ensure timely delivery of products, support materials, and commission checks, it is critically important that the Amega database is current. Street addresses are required for shipping since some carriers cannot deliver to a post office box. Business Associates planning to change their email address or move must send their new address and telephone numbers to Customer Support, or amend their contact information through their CyberOffice. To guarantee proper delivery, two weeks advance notice must be provided to Amega on all changes.
5.1.1 - Changes Made Through Amega's BA Support
If a BA contacts Amega's BA Support department and requests the BA Support rep to make changes to any personal information that a BA is able to update in the CyberOffice, Amega shall not be held responsible for any typographical errors that may occur. It is the responsibility of each BA to ensure that personal information and shipping information is correct in the CyberOffice even after a BA Support Rep has updated that information.
5.2 - Continuing Development Obligations
5.2.1 - Ongoing Training
Any BA who sponsors another BA into Amega must perform a bona fide assistance and training function to ensure that his or her downline is properly operating his or her Amega business. Business Associates must ensure that the Business Associates in their Downline Organization receive proper training.
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 Business Associates to Amega meetings, training sessions, and other functions. Upline Business Associates are also responsible to motivate and train new Business Associates in Amega product knowledge, effective sales techniques, the Amega Marketing and Compensation Plan, and compliance with Company Policies and Procedures. Communication with and the training of downline Business Associates must not, however, violate Section 4.2 (regarding the development of BA-produced sales aids and promotional materials).
Business Associates should monitor the Business Associates in their Downline Organizations to guard against downline Business Associates making improper product or business claims, or engaging in any illegal or inappropriate conduct.
5.2.2 - Increased Training Responsibilities
As Business Associates progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of the Amega program. They will be called upon to share this knowledge with lesser experienced Business Associates within their organization.
5.2.3 - Ongoing Sales Responsibilities
Regardless of their level of achievement, Business Associates should continue to personally promote sales through the generation of new customers and through servicing their existing customers.
5.3 - Non-disparagement
Amega wants to provide its independent Business Associates with the best products, compensation plan, and service in the industry. Accordingly, we value your constructive criticism and comments. All such comments should be submitted in writing to Amega Worldwide Customers Support. Remember, to best serve you, we must hear from you!
While Amega welcomes constructive input, negative comments and remarks made in the field by Business Associates about the Company, its products, or compensation plan serve no purpose other than to sour the enthusiasm of other Amega Business Associates. For this reason, and to set the proper example for their downline, Business Associates must not disparage, demean, or make negative remarks about Amega, other Amega Business Associates, Amega products, the Marketing and Compensation Plan, or Amega directors, officers, or employees.
5.4 - Providing Documentation to Applicants
Business Associates must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are sponsoring to become Business Associates before the applicant signs a BA Agreement. Additional copies of Policies and Procedures can be downloaded from the Amega website.
5.5 - General Business Ethics
a. AMEGA expects its Business Associates to conduct their business ethically and credibly. Any action that is intended to cause, or which may cause, AMEGA and/or its Business Associates impairment of reputation, or which is detrimental to the interests of AMEGA, shall be considered unethical and shall be grounds for termination of the offending Business Associate. Unethical practices include offers of inducement for members of one up-line in one genealogy to cross to another up-line in another genealogy.
b. Business Associates poaching other Business Associates during Company activities shall be penalized and may be subject to removal of leadership status, ban from attending company activities, account suspension, or termination of BA as the circumstances dictate.
c. Business Associates making false/unjustified claims against AMEGA, thus damaging the reputation and standing of the Company and its business, resulting in losses to the Company, shall be taken to task and the Company reserves the legal right to take legal action against the offending party(ies).
d. Any benefit arising from changes based on the request by a Business Associates shall not be back-dated for any reason whatsoever.
e. Business Associates may not under any circumstances make any medical claims with regards to AMEGA products.
AMEGA reserves the right to take stringent action against any instances of controlling of downline sales, non delivery of products where payment is made, any form of manipulation.
5.6 - Reporting Policy Violations
Business Associates observing a Policy violation by another BA should submit a written report of the violation directly to the attention of the Amega Compliance Department. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.
SECTION 6. SALES REQUIREMENTS
6.1 - Product Sales
The Amega Marketing and Compensation Plan is based on the sale of Amega products and services to end consumers. Business Associates must fulfill personal and Downline Organization sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement.
Business Associates must satisfy the Personal Volume and Group Volume requirements associated with their rank as specified in the Amega Marketing and Compensation Plan. "Personal Volume" includes purchases made by the BA and purchases made by the Business Associate's personal customers. Group Volume shall include the total Sales Volume of all Business Associates in his or her marketing organization, and includes the Business Associate's Personal Volume.
6.2 - No Territory Restrictions
There are no exclusive territories granted to anyone. No franchise fees are required.
6.3 - Sales Receipts
All Business Associates must provide their retail customers with two copies of a sales receipt at the time of the sale. These receipts set forth the Customer Satisfaction Guarantee as well as any consumer protection rights afforded by federal or state law. Business Associates must maintain all retail sales receipts for a period of two years and furnish them to Amega at The Company's request. Records documenting the purchases of Business Associate's Direct Customers will be maintained by Amega.
Remember that customers must receive two copies of the sales receipt. In addition, Business Associates must orally inform the buyer of his or her cancelation rights.
SECTION 7. BONUSES AND COMMISSIONS
7.1 - Bonus and Commission Qualifications
A BA must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as a BA complies with the terms of the Agreement, Amega shall pay commissions to such BA in accordance with the Marketing and Compensation plan. The minimum amount for which Amega will issue a check is $60.00.
If a Business Associate's bonuses and commissions do not equal or exceed $60.00 the Company will accrue the commissions and bonuses until they total $60.00. A check will be issued once $60.00 has been accrued. However, regardless of the amount of a Business Associate's accrued commissions, all commissions will be paid at the end of each fiscal year.
7.1.1 - Upgrade Purchases and Personal Purchases
There are 2 kinds of Purchases a BA can make after enrollment:
1. Upgrade Purchase - This is a wholesale purchase where the value counts toward upgrading to the Platinum ranking or for activating a reserve Business Center.
2. Personal Purchase - This is a wholesale purchase where the value counts toward the required monthly BV that keeps a BA in an "Active" status.
Commissions for each type of purchase are paid differently. Once an order is committed to one type it cannot be split or changed to the other type.
7.2 - Payment of Commissions
7.2.1 - Calculation
Commissions are calculated and posted in the CyberOffice daily. They are paid one week in arrears every week via debit card. Commission weeks begin every Saturday at 12:00 AM and end on Friday night at 11:59:59 PM Singapore Time (GMT +8).
7.2.2 - "Commissions Plus"
When a Business Associate is scheduled to receive their first commission release, the Thursday before the release they will receive an email from Commissions Plus instructing them how to activate the account that Amega has created for them on their behalf. The email will be sent to the email account that is listed in their CyberOffice only if the Business Associate is scheduled for a commission release.
Business Associates will provide Commissions Plus with the routing number and account number to the Business Associates financial institution.
After the Commissions Plus account is activated, Amega will deposit all future commission payouts to that account. These payouts are referred to as "Wallet Loading". There is a nominal monthly fee for Wallet Loading.
It will then be the responsibility of the Business Associate to instruct Commissions Plus to transfer funds to the Business Associate's financial institution. This transfer from Commissions Plus to the Business Associate's financial institution is referred to as "Bank Account Cash-outs." There is a nominal fee for every time that a Bank Account Cash-out is made.
A nominal monthly maintenance fee will be accessed on all accounts with a balance.
7.2.3 - Adjustments for Returned Products
Business Associates receive bonuses and commissions based on the actual sales of products and services to end consumers.
When a product is returned to Amega for a refund or is repurchased by the Company, either of the following may occur at The Company's discretion: (1) the bonuses and commissions attributable to the returned or repurchased product(s) will be deducted, in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered, from the upline Business Associates who received bonuses and commissions on the sales of the refunded products; or (2) the upline Business Associates who earned commissions based on the sale of the returned products will have the corresponding points deducted from their Group Volume in the next month and all subsequent months until it is completely recovered.
7.2.4 - Tax Withholdings Required by Law
Amega will withhold any tax withholdings required by law and remit such taxes to the proper taxing jurisdiction.
7.2.5 - Other Deductions
Amega will deduct from all bonus and commission checks a data processing fee of $25.00. There is no deduction for commissions deposited directly into a Business Associate's bank account.
7.3 - Reports
All information provided by Amega in online or telephonic downline activity reports, including but not limited to personal and group 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; returned products; credit card and electronic check charge-backs; the information is not guaranteed by Amega or any persons creating or transmitting the information.
ALL PERSONAL AND GROUP SALES VOLUME 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 NON-INFRINGEMENT.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AMEGA AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY INDEPENDENT BUSINESS ASSOCIATES 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 GROUP SALES VOLUME INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES, OR COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOM-PLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF AMEGA 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, AMEGA 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 Amega online and telephone reporting services and your reliance upon such information is at your own risk. All such information is provided to you "as is." If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to the Amega online and telephone reporting services and your reliance upon the information.
SECTION 8. PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE
8.1 - Retail Products
8.1.1 - Cooling Off Period
Retail purchases may be canceled within seven business days after the sale for a full refund, including standard shipping (not expedited shipping), consistent with the cancelation notice on the order form. Amega will not reimburse the Customer for return shipping. All Retail purchase cancelations must be handled through the BA.
When a BA receives an order from a Retail Customer who cancels or requests a refund within this period, the BA must promptly refund the Customer's money. If the purchase was made online through the Business Associate's replicated website, the Customer may call Amega Worldwide Customer Support to make arrangements for return of the product (see return/exchange procedures).
Business Associates must orally inform Customers of this cooling off policy and ensure that the date of the order or purchase is entered on the order form. All Retail Customers must be provided with two copies of an official Amega sales receipt at the time of the sale. The back of the receipt provides the Customer with written notice of his or her rights to cancel the sales agreement.
8.1.2 - Guarantee
Amega Worldwide offers a 30-day unconditional money back guarantee on Retail purchases, beginning on the date of courier-verified delivery. This guarantee applies to Retail purchases or the first shipment of product under the Preferred Customer Program.
When a BA receives an order from a Retail Customer who requests a refund within the 30-day period, the BA must promptly refund the Customer's money. If the purchase was made online through the Business Associate's replicated website, the Customer may call Amega Worldwide Customer Support to make arrangements for return of the product (see return/exchange procedures).
8.1.3 - Exchanges
a. Damaged Products - Retail customers can exchange damaged products within 60 days from the date that the product was shipped to them. Retail customers who wish to exchange damaged items must first contact the corporate office and obtain an RMA number which must be prominently displayed on the package in which the item(s) are being returned. Packages without an RMA number will be refused by AMEGA. Once the item(s) has been received by AMEGA, a replacement will be shipped to the retail customer at no additional cost.
b. Unused Products - Retail customers can exchange their unused products (must be in good order and condition) for products of same value or higher by topping up the difference within 60 days from the date of purchase. Only unused products purchased through Amega Worldwide by the retail customer can exercise the exchange. Products that were purchased from another country office or stockist cannot be exchanged by the North America corporate office. Products which are suspected to be used or tampered with require a minimum of one week for management assessment and approval.
c. Used Products - Retail customers can exchange their used products (must be in good order and condition) for products of same value or higher by topping up the difference within 60 days from the date of purchase. A 20% restocking fee will be assessed on all used products that are returned for exchange. Only products purchased from the respective office by the retail customer can exercise the exchange. Products that were purchased from another country office or stockist cannot be exchanged by the North America corporate office. Products which are suspected to be used or tampered with require a minimum of one week for management assessment and approval.
d. Purchases that were made from a stockist or an Amega Country Office other than Amega Worldwide must be exchanged through the originating stockist or Amega Country Office.
Products returned under this policy will be replaced for the exact same product only and all standard shipping (not expedited shipping) will be paid by Amega.
8.1.4 - Incorrect Order
Amega Worldwide will exchange any product that is the result of an incorrect order fulfillment. Customers have seven days, beginning on the date of courier-verified delivery to contact Amega and arrange for this exchange.
When a BA receives an order from a Retail Customer who requests an exchange under this policy, the BA must promptly exchange the product. If the purchase was made online through the Business Associate's replicated website, the Customer may call Amega Worldwide Customer Support to make arrangements for exchange of the product (see return/exchange procedures).
Products returned under this policy will be replaced for the exact same product only and all standard shipping (not expedited shipping) will be paid by Amega.
8.1.5 - Refused Shipments
If a Customer refuses shipment of an order and they were not instructed to do so by Amega Customer Support, a 25% restocking fee shall apply. Amega will not refund or reimburse any shipping costs.
8.1.6 - Commission Adjustments
Any commissions that were earned on Retail Sales or Preferred Customer orders will be deducted from the Business Associate's account. If the commissions have already been paid, the value of those commissions will be deducted from the Business Associate's next commission release.
8.1.7 - Resalable Items
Both consumable and non-consumable products as well as Sales aids shall be considered "resalable" if each of the following elements is satisfied:
1) they are unopened and unused
2) packaging and labeling has not been altered or damaged
3) they are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price
Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, or any consumable item that has passed the expiration date shall not be resalable.
Returned products that are not resalable carry a 20% restocking fee.
8.2 - Wholesale Products
8.2.1 - Cooling Off Period
When a new BA enrolls, purchasing a Business Kit and any additional Amega products as an initial purchase, this contract and purchase may be canceled within seven business days after the sale for a full refund, including standard shipping (not expedited shipping), consistent with the cancelation notice on the Business Associate Agreement.
Products returned under this policy must be returned in unopened or resalable condition.
8.2.2 - Order Fulfillment
Orders will be fulfilled by the country office where a BA is registered. Business Associates who register in the US or Canada and then move to another country must activate their account with the appropriate country office. Similarly, a BA who moves to the US or Canada from another country must register their account with Amega Worldwide and then activate the account by purchasing the North America BA Kit.
If a BA travels to another country and places an order through their CyberOffice, the order will only be shipped to an address within the same country as the billing address that is associated with the credit card that is used. At no time will Amega Worldwide ship products to any address that falls under the jurisdiction of a different Amega Country Office.
Manual orders that are placed in person at an Amega Country Office that is outside of the US or Canada will be fulfilled by that office.
8.2.3 - Guarantee
Amega Worldwide offers a 30-day guarantee on wholesale purchases, beginning on the date of courier-verified delivery.
Business Associates must call Amega Worldwide Customer Support to make arrangements for return of the product (see return/exchange procedures).
Products returned under this policy in unopened or resalable condition will be assessed a 10% restocking fee, not including shipping. If the product is not resalable, a 20% restocking fee will be applied. Amega will not reimburse the BA for return shipping. Instead of a refund, the BA may choose to exchange the product for another Amega product of equal or greater value. The amount applied to the exchange will be the wholesale price, minus any restocking fees that apply.
8.2.4 - Exchanges
Amega Worldwide offers a 60-day exchange policy on wholesale purchases, beginning on the date of courier-verified delivery. The exchange may only be for Amega products of equal or greater value.
Purchases that were made from a stockist or an Amega Country Office other than Amega Worldwide must be exchanged through the originating stockist or Amega Country Office.
Business Associates must call Amega Worldwide Customer Support to make arrangements for exchange of the product (see return/exchange procedures).
Products returned under this policy in Resalable condition will be exchanged for the entire wholesale cost minus a restocking fee, not including shipping. If the product is resalable, a 10% restocking fee will be applied. If the product is Not Resalable, a 20% restocking fee will be applied..
a. Damaged Products - AMEGA Business Associates can exchange damaged products within 60 days from the date that the product was shipped to them. Business Associates who wish to exchange damaged items must first contact the corporate office and obtain an RMA number which must be prominently displayed on the package in which the item(s) are being returned. Packages without an RMA number will be refused by AMEGA. Once the item(s) has been received by AMEGA, a replacement will be shipped to BA at no additional cost.
b. Unused Products - A BA may return unused products to Amega within the "cooling off" period after their initial enrollment in exchange for products of equal value or apply the purchase amount toward the purchase of a product of higher value.
After the initial "cooling off" period, AMEGA Business Associates who order Upgrade or Personal Sale products do so with the understanding that those products cannot be returned to AMEGA except in exchange for damaged products. As an independent business owner, each BA takes it upon himself/herself to order products at wholesale price as and when the need arises. Since AMEGA Business Associates are engaging in product based marketing, the company does not allow return of products, as commission is credited daily to the sponsor.
c. Used Products - A BA can exchange their used products (must be in good order and condition) for products of same value or higher by topping up the difference within 60 days from the date of purchase. A 20% restocking fee will be assessed on all used products that are returned for exchange. Only products purchased from the Amega Worldwide can exercise the exchange. Products that were purchased from another country office or stockist cannot be exchanged by the North America corporate office. Products which are suspected to be used or tampered with require a minimum of one week for management assessment and approval.
d. Purchases that were made from a stockist or a country office other than Amega Worldwide must be exchanged through the originating stockist or Amega Country Office.
8.2.5 - Defective or Broken Products
Amega Worldwide will replace any product that is defective, damaged or broken upon delivery. Business Associates have seven days, beginning on the date of courier-verified delivery to contact Amega and arrange for this exchange.
Business Associates must call Amega Worldwide Customer Support to make arrangements for exchange of the product (see return/exchange procedures).
Products returned under this policy will be replaced for the exact same product only and all standard shipping (not expedited shipping) will be paid by Amega.
8.2.6 - Incorrect Order
Amega Worldwide will exchange any product that is the result of an incorrect order fulfillment. Business Associates have seven days, beginning on the date of courier-verified delivery to contact Amega and arrange for this exchange.
Business Associates must call Amega Worldwide Customer Support to make arrangements for exchange of the product (see return/exchange procedures).
Products returned under this policy will be replaced for the exact same product that they purchased and all standard shipping (not expedited shipping) will be paid by Amega.
8.2.7 - Refused Shipments
If a BA refuses shipment of an order and they were not instructed to do so by Amega Customer Support, a 25% restocking fee shall apply. Amega will not refund or reimburse any shipping costs.
8.2.8 - Return of Inventory and Sales Aids upon Cancelation
Upon self-cancelation of a Business Associate's Agreement, Business Associates may only return Starter Kits and Sales Aids they personally purchased from Amega Worldwide Inc. Sales Aids purchased from third party websites cannot be returned to Amega.
Upon receipt of a Resalable Starter Kit and/or Resalable products and sales aids, the BA will be reimbursed 90% of the net cost of the original purchase price(s). Shipping charges incurred by a BA when the Starter Kit, products or sales aids were purchased will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account.
8.2.9 - Resalable Items
Only product that is returned to Amega will be considered for refund.
A restocking fee for Resalable items may apply. A product is considered to be Resalable if it meets all of the following conditions:
1) The product is unopened
2) The product is unused
3) The packaging and labeling has not been altered or damaged
A restocking fee for Non-Resalable items will apply. A product is considered to be not Resalable if it meets any of the following conditions:
1) The product is incomplete
2) The product is opened
3) Part of the consumable products have been used
4) Any tags or seals have been broken
5) The products being returned have been damaged. (Except in the case of Shipping damage)
8.2.10 - Non-Refundable Products
No refunds will be issued for returned products that meet any of the following conditions:
1) Missing parts such as sleeves or boxes
2) Missing components of a Pack. (ie missing a wand, pendant, or other component) or,
3) Is an expired consumable or,
4) Is a consumable and has been fully used or,
5) Is a Sales Aid that is no longer applicable (ie: material that is no longer sold)
If a product is returned that meets any of these conditions, it is the responsibility of the BA to contact Amega for further instructions.
8.2.11 - Commission Adjustments
On all orders returned, any commissions earned will be deducted. This "claw back" of commissions is not limited to sponsors only but also to commissions that were paid out as part of the Team Generation Bonus for all seven generations that were affected by the sale and subsequent enrollment cancellation or product return. If the commissions have already been paid, the value of those commissions will be deducted from the Business Associate's next commission release.
8.2.12 - Terminated BAs
Business Associates who are terminated for violations of these Policies and Procedures are not eligible for a refund under this policy.
8.3 - Procedures for All Returns
The following procedures apply to all returns for refund, repurchase, or exchange:
All merchandise must be returned by the BA or Customer who purchased it directly from Amega.
All products to be returned must have a Return Authorization Number which is obtained by calling the Amega Worldwide Customer Support Department. This Return Authorization Number must be legibly written on each carton returned.
The return is accompanied by:
a completed and signed Consumer Return Form;
a copy of the original dated retail sales receipt; and
the unused portion of the product in its original container.
Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned for replacement, and the best and most economical means of shipping is suggested. All returns must be shipped to Amega shipping prepaid. Amega does not accept shipping-collect packages. The risk of loss in shipping for returned product shall be on the BA or Customer. If returned product is not received by The Company's Distribution Center, it is the responsibility of the BA or Customer to trace the shipment.
If a BA is returning merchandise to Amega that was returned to him or her by a personal Retail Customer, the product must be received by Amega within 10 days from the date on which the retail Customer returned the merchandise to the BA, and must be accompanied by the sales receipt the BA gave to the Customer at the time of the sale.
No refund or replacement of product will be made if the conditions of these rules are not met.
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 a BA 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 Business Associate's Amega business), may result, at The Company's discretion, in one or more of the following corrective measures:
Issuance of a written warning or admonition;
Requiring the BA 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;
Amega may withhold from a BA all or part of the Business Associate's bonuses and commissions during the period that Amega is investigating any conduct that allegedly violates the Agreement. If a Business Associate's business is canceled for disciplinary reasons, the BA will not be entitled to recover any commissions withheld during the investigation period;
Suspension of the individual's BA Agreement for one or more pay periods;
Involuntary termination of the offender's BA Agreement;
Suspension and/or termination of the offending Business Associate's Amega website or website access;
Any other measure expressly allowed within any provision of the Agreement or which Amega deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Business Associate's policy violation or contractual breach;
In situations deemed appropriate by Amega, the Company may institute legal proceedings for monetary and/or equitable relief.
9.1.1 - Termination / Suspension
a. Business Associates may at any time voluntarily cease their business relationship with AMEGA. Written notice to the Company must include the Business Associates name, Business Account(s) and national identity document type and identification number.
b. AMEGA reserves the right to terminate business with any Business Associates who violates any of these Terms and Conditions, or any statutory law in her/his country, and/or regulations that pertain to AMEGA business. Such termination may result in AMEGA exercising its right to pursue reasonable legal recourse.
c. Any Business Associates found in breach or violation of any of these Terms and Conditions may be subjected to disciplinary action by AMEGA. Such action may include limitation of the Business Associates right or the outright termination of her/his account(s). Disciplinary action may also include oral and/or written warning, suspension, and forfeiture of commissions and/or bonuses. AMEGA reserves the right to claim reimbursement from Business Associates (s) for expenses, including legal fees and charges, resulting from the breach or violation.
d. Out of goodwill, AMEGA would consider an appeal against such action. Its decision would be final. A BA wishing to appeal against disciplinary action must do so within fourteen days of the date of disciplinary or termination notice, after which the disciplinary or termination action shall be final and conclusive.
e. In all termination cases, affected Business Associates shall lose all rights to their sponsored Business Associates, and shall no longer be entitled to any compensation from AMEGA.
f. A Distributor and Customer Distributor who repeatedly and deliberately manipulates the submission of new sales not in accordance with natural development, and which can result in a burden to the Company or negatively impact the well-being of Business Associates in general, shall have her/his Account suspended or "frozen". This may lead to termination. Manipulation can mean:
Any individual having multiple Business Associate accounts
Any individual purchasing AMEGA products in bulk (multiple business accounts) and reselling the same products at lower prices other than the recommended retail prices (dumping stocks)
g. A Business Associate shall face termination if found to be manipulating the placement of BA or manipulating the confirmation of an order which violates AMEGA policy that a BA must be confirmed immediately and a password given to a new Affiliate as soon as payment has been received.
h. It is the duty of every new BA to ask for her/his password from the Sponsor/ Office and to change that password immediately to avoid possible hacking and fraudulent activities. Failure to do so may result in the account being suspended.
Business Associates whose account was suspended for a certain period of time (subject to management discretion), will lose the commission earnings during the period of suspension, however if it is found that they are not to be guilty by the company the lost income will be credited back to their account.
9.2 - Grievances and Complaints
When a BA has a grievance or complaint with another BA regarding any practice or conduct in relationship to their respective Amega businesses, the complaining BA 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 Customer Support at the Company. Customer Support will review the facts and attempt to resolve it.
9.3 - Mediation
Prior to instituting arbitration, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating to the Agreement through non-binding mediation. One individual who is mutually acceptable to the parties shall be appointed as mediator. The mediator's fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties. Each party shall pay its portion of the anticipated shared fees and costs at least 10 days in advance of the mediation. Each party shall pay its own attorneys fees, costs, and individual expenses associated with conducting and attending the mediation. Mediation shall be held in Wilmington, Delaware, and shall last no more than two business days.
9.4 - 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 administered by the American Arbitration Association under its Commercial Arbitration Rules (US) or the Commercial Arbitration Act and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Business Associates waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in Wilmington, Delaware. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel which the American Arbitration Panel.
Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.
Notwithstanding the foregoing, nothing in these Policies and Procedures shall prevent Amega 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 The Company'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.
9.5 - Governing Law, Jurisdiction and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in New Castle County, State of Delaware. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Delaware shall govern all other matters relating to or arising from the Agreement.
9.5.1 - Louisiana Residents
Notwithstanding the foregoing, and the arbitration provision in Section 9.4, residents of the State of Louisiana shall be entitled to bring an action against Amega in their home forum and pursuant to Louisiana law.
SECTION 10. PAYMENT AND SHIPPING
10.1 - Product Purchases
10.1.1 - Credit Card Purchases
Amega Worldwide accepts credit card payments with American Express, Discover, MasterCard and Visa. Products can only be shipped by Amega Worldwide to an address within the same country that matches the billing address of the credit card that was used for payment. The BA must have sufficient funds on that credit card to cover the entire cost of the order. No partial payments will be allowed.
10.1.2 - Money Orders and Cashier's Checks
Amega Worldwide accepts money orders or cashier's checks that are paid in US dollars and originate from a financial institution. Amega Worldwide reserves the right to refuse money orders that were originated from a business that is not primarily a financial institution and may exercise the right for funds to clear prior to shipping products.
10.1.3 - Personal Checks
Amega Worldwide does not accept personal checks.
10.1.4 - Payment Using Unreleased Commissions ("Contra")
A Business Associate can use unreleased commissions ("Contra") to purchase products. The BA must have sufficient unreleased commissions to cover the entire cost of the order. No partial payments will be allowed.
10.1.5 - Reward Voucher Redemption
If a BA receives a Reward Voucher as a commission bonus, the entire amount of the voucher must be used at the time of redemption. No partial redemption payments will be allowed.
No BV will be awarded on Orders paid with a Reward Voucher.
10.2 - Sales Taxes
In designing the Amega opportunity, one of our guiding philosophies has been to free Business Associates from as many administrative, operational, and logistical tasks as possible. In doing so, Business Associates are free to concentrate on those activities that directly affect their incomes, namely product sales and enrollment activities. To these ends, Amega relieves Business Associates of the burdens of collecting and remitting sales taxes, filing sales tax reports, and keeping records relative to sales taxes.
By virtue of its business operations, Amega is required to charge sales taxes on all purchases made by Business Associates and Customers, and remit the taxes charged to the respective states. Accordingly, Amega will collect and remit sales taxes on behalf of Business Associates, based on the suggested retail price of the products, according to applicable tax rates in the state to which the shipment is destined.
If a BA has submitted, and Amega has accepted, a current Sales Tax Exemption Certificate and Sales Tax Registration License, sales taxes will not be added to the invoice and the responsibility of collecting and remitting sales taxes to the appropriate authorities shall be on the BA. Exemption from the payment of sales tax is applicable only to orders which are shipped to a state for which the proper tax exemption papers have been filed and accepted. Applicable sales taxes will be charged on orders that are drop-shipped to another state. Any sales tax exemption accepted by Amega is not retroactive.
SECTION 11. INACTIVITY AND CANCELATION
11.1 - Effect of Cancelation
So long as a BA remains active and complies with the terms of the BA Agreement and these Policies and Procedures, Amega shall pay commissions to such BA in accordance with the Marketing and Compensation Plan. A Business Associate's bonuses and commissions constitute the entire consideration for the Business Associate's efforts in generating sales and all activities related to generating sales (including building a downline organization). Following a Business Associate's non-renewal of his or her BA Agreement, cancelation for inactivity, or voluntary or involuntary cancelation of his or her BA Agreement (all of these methods are collectively referred to as "cancelation"), the former BA shall have no right, title, claim or interest to the marketing organization which he or she operated, or any commission or bonus from the sales generated by the organization.
A BA whose business is canceled will lose all rights as a BA. This includes the right to sell Amega products and services and the right to receive future commissions, bonuses, or other income resulting from the sales and other activities of the Business Associate's former downline sales organization. In the event of cancelation, Business Associates agree to waive all rights they may have, including but not limited to property rights, to their former downline organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former downline organization.
Following a Business Associate's cancelation of his or her BA Agreement, the former BA shall not hold himself or herself out as an Amega BA and shall not have the right to sell Amega products or services. A BA whose BA Agreement is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancelation (less any amounts withheld during an investigation preceding an involuntary cancelation).
11.2 - Involuntary Cancelation
A Business Associate's violation of any of the terms of the Agreement, including any amendments that may be made by Amega in its sole discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary cancelation of his or her BA Agreement. Cancelation shall be effective on the date on which written notice is mailed, emailed, faxed, or delivered to an express courier, to the Business Associate's last known address, email address, or fax number, or to his/her attorney, or when the BA receives actual notice of cancelation, whichever occurs first.
Amega reserves the right to terminate all BA Agreements upon thirty (30) days written notice in the event that it elects to: (1) cease business operations; (2) dissolve as a corporate entity; or (3) terminate distribution of its products via direct selling.
11.3 - Voluntary Cancelation
A participant in this network marketing plan has a right to cancel at any time, regardless of reason. Cancelation must be submitted in writing to the Company at its principal business address. The written notice must include the Business Associate's signature, printed name, address, and BA I.D. Number. If a BA is also a Preferred Customer, the Business Associate's Preferred Customer Agreement shall continue in force unless the BA also specifically requests that his or her Direct or Preferred Customer Agreement also be canceled.
11.4 - Non-renewal
A BA may also voluntarily cancel his or her BA Agreement by failing to renew the Agreement on its anniversary date. The Company may also elect not to renew a Business Associate's Agreement upon its anniversary date. A renewal notice will be sent to a BA approximately two weeks before his/her anniversary date. A non-renewal notice will be sent to a BA approximately two weeks before his/her anniversary date, or as otherwise required by law.
SECTION 12. DEFINITIONS
Active Independent Business Associate - An Independent Business Associate who satisfies the minimum Personal Volume requirements, as set forth in the Amega Marketing and Compensation Plan, to ensure that he or she is eligible to receive bonuses and commissions.
Agreement - The contract between the Company and each BA includes the BA Application and Agreement, the Amega Policies and Procedures, the Amega Marketing and Compensation Plan, and the Business Entity Form (where appropriate), all in their current form and as amended by Amega in its sole discretion. These documents are collectively referred to as the "Agreement."
Business Associate ("BA") - An individual or entity who is eligible to sell The Company's products and to build and operate an independent Amega business.
Business Volume ("BV") - Business Volume is the volume on which commissions are calculated after an adjustment from the wholesale cost.
Cancel - The termination of a Business Associate's business. Cancelation may be either voluntary, involuntary, through non-renewal or inactivity.
Downline Leg - Each one of the individuals enrolled immediately underneath you and their respective marketing organizations represents one "leg" in your marketing organization.
Genealogy Report - A monthly report generated by Amega that provides critical data relating to the identities of Business Associates, sales information, and enrollment activity of each Business Associate's Marketing Organization. This report contains confidential and trade secret information which is proprietary to Amega.
Group Business Volume (GBV) - The sum of the Personal Business Volume accumulated by the members of a Business Associate's downline, whether in the entire group or in a particular section of the compensation plan.
Immediate Household - Heads of household and dependent family members residing in the same house.
Independent Business Associate (or "BA") - An individual or entity who is eligible to sell The Company's products and to build and operate an independent Amega business.
Level - The layers of downline Business Associates in a particular Business Associate's Marketing Organization. This term refers to the relationship of a BA relative to a particular upline BA, determined by the number of Business Associates between them who are related by sponsorship. For example, if A sponsors B, who sponsors C, who sponsors D, who sponsors E, then E is on A's fourth level.
Line of Sponsorship - The lineage that connects downline Business Associates to their upline Business Associates. Each Downline Leg on the first Level below a BA constitutes a Line of Sponsorship.
Marketing Organization - The Business Associate's sponsored below a particular BA.
Official Amega Material - Literature, audio or video tapes, and other materials developed, printed, published and distributed by Amega to Business Associates.
Personal Production - Moving Amega products or services to an end consumer for personal use.
Personal Business Volume (PV) - PV that is attributable to a particular BA, as opposed to being attributable to the Business Associates in that same Business Associate's downline.
Pin Level - Achievement status, earned by a BA through their own PV and BV, reflected as Diamond, Blue Diamond, Black Diamond, Diamond Director, Diamond Ambassador, and Associate Director.
Preferred Customer - A Preferred Customer is the customer of a BA who wishes to purchase product but not be a BA. The Preferred Customer purchases product at the wholesale amount in return for participating in a monthly automatic shipment of products.
Rank - There are two types of "Rank" under the Amega Marketing and Compensation plan.
"Paid As" Rank - The current rank at which a BA is eligible to receive commissions as determined by the Amega Marketing and Compensation Plan, for any pay period.
Title Rank - The highest rank that a BA has achieved pursuant to the Amega Marketing and Compensation Plan at any time during their current tenure.
Upline - This term refers to the BA or Business Associates above a particular BA in a sponsorship line up to the Company. Conversely stated, it is the line of sponsors that links any particular BA to the Company.
Resalable - Products and Sales aids shall be deemed "resalable" if each of the following elements is satisfied: 1) they are unopened and unused; 2) packaging and labeling has not been altered or damaged; 3) they are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; 4) it is returned to Amega within one year from the date of purchase. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be resalable.
Retail Customer - An individual or entity that purchases Amega products or services from a BA, but who is not a BA, or an immediate household family member of a BA.
Retail Sales - Sales to a Retail Customer.
Sponsor - A BA under whom an enroller places a new BA or Customer, and is listed as the sponsor on the BA or Customer Application and Agreement. A BA who enrolls a Customer or another BA into the Company, and is listed as the Sponsor on the BA Application and Agreement. The act of enrolling others and training them to become Business Associates is called "sponsoring."
Starter Kit - A selection of Amega training materials and business support literature that each new Independent Marketing BA is required to purchase.