Ambassador - Terms & Conditions
ACTI LABS.
POLICIES AND PROCEDURES
Please
read these terms and conditions carefully before reserving through our site.
You should understand that by purchasing an Enrolment Package, you agree to be
bound by these terms and conditions.
To protect the integrity of all Downline organizations, Acti-Labs does
not allow voluntary changes in sponsorship. Please consider carefully before
enrolling.
Our Commitment
After purchasing your Enrolment Package, you will receive an e-mail from
us acknowledging that we have received your payment. This email will also
contain your purchase number. Another email will also give you access to your
Ambassador back office account, personal Acti-Labs webshop and free support
materials.
If you choose an Enrolment Package including a Start Kit, we will send
to you a further email when the kit has been dispatched with details to enable
you to track your order.
DISCLAIMER: The information in this document is not in any way
intended to provide medical or business advice nor is the information intended
to create a doctor-patient relationship. As with any business, each
Ambassador’s business results may vary, and will be based on, among other
factors, an Ambassador’s individual capacity, business experience, expertise,
and motivation. Acti Labs does not guarantee that Ambassadors participating in
the business opportunities described herein will generate any income. Please
be advised, Acti Labs further reserves the right, in its sole
discretion, to remove any Ambassador’s Downline Sales Organization,
including all Bonuses, Commissions and Status Advancements, if that Ambassador
fails to maintain an “active status” in accordance with the
Independent Contractor Ambassador Agreement.
Defined terms
contained herein are set forth in SCHEDULE “A”.
Acti
Labs is a direct sales company that markets cosmetic-related products and
regimens through its Ambassadors. Its mission is to be a leading direct sales
organization by empowering the entrepreneurial spirit and providing its
Ambassadors with the opportunity to build a business that they can be proud of. Acti Labs’
commitment to social responsibility and the environment is paramount and Acti
Labs continually strives to use recycled materials and ethically sourced
ingredients.
All Acti Labs Ambassadors agree to abide by the
following Ambassador Code of Ethics:
(a) You are the public face of
the Acti Labs brand. Whether you are talking to an Ambassador, prospective
Ambassador, Customer or Acti Labs employee, remember, at that moment, you are
representing the Acti Labs’ brand and reputation. Please be respectful and
courteous;
(b) Promote a climate of trust
and mutual respect. Do not make discouraging or disparaging comments about or
toward other Ambassadors, Customers and employees. Refrain from engaging in
negative language, bullying, threats, defamatory statements and gossip;
(c) Be confident in Acti Labs,
your business and Acti Labs Products and refrain from criticizing other
companies’ products and services;
(d) Be honest and fair in your
dealings. As an Ambassador, conduct yourself in an ethical, moral, legal and
financially sound manner that enhances your reputation and the positive
reputation established by Acti Labs. Show sensitivity to local customs and
culture when working;
(e) Respect an individual’s
right to privacy and their right to bring any contract to an end. Answer their
questions honestly and clearly;
(f) Represent Acti Labs
Products, the Acti Labs Career Plan and other Official Acti Labs Material in an
honest and realistic way. Do not inflate or exaggerate the benefits, claims or
attributes of Acti Labs Products or the Acti Labs Opportunity;
(g) When signing up a new
Ambassador or Customer, ensure that they see, understand and agree to all the
terms and conditions of the contract they are agreeing to, including the Acti
Labs Policies and Procedures and the Acti Labs Career Plan;
(h) Be clear that success is
dependent on the amount of time and energy an individual puts into their
business. Give reasonable examples of the types of expenses they should expect
as well as the amount of time they’ll need to devote to the business. Do not
guarantee income or earnings for any individual Ambassador;
(i) Fulfill your leadership
responsibilities. As a Sponsor, train, support and communicate with the
Ambassadors in your Downline Sales Organization. Ensure you follow up and
support
your organization to assist
them in building a Customer base and Downline Sales Organization;
(j) Play fairly and respect the
relationship between a prospect and the Ambassador who introduced them to Acti
Labs. If you are approached by someone who wants to become an Ambassador,
advise them to reach out to the person who invited them to the event. As a
courtesy to your fellow Ambassadors, do not offer, entice, encourage, solicit
or attempt to influence a prospect’s decision to sign up with you, as opposed
to the person who introduced them to the business;
(k) Have an open-door policy
for training and meetings. All training events should be open, meaning any
Ambassador from any Upline may attend, as these types of events are
business-building opportunities for all Ambassadors; and
(l) Abide by both the letter and spirit of the Acti Labs Policies and Procedures.
ARTICLE 3 – POLICIES AND CAREER
PLAN INCORPORATED INTO INDEPENDENT CONTRACTOR AMBASSADOR AGREEMENT
These Acti Labs Policies
and Procedures, in their present form and as amended at the sole discretion of
Acti Labs, from time to time (except in the event of a pending arbitration),
are incorporated into, and form an integral part of, the Independent Contractor
Ambassador Agreement, which sets forth Acti Labs’ and each Ambassador’s legal
rights and obligations. Throughout these Acti Labs Policies and Procedures,
where the term “Independent Contractor Ambassador Agreement” is used, it refers
to the legally binding contract between Acti Labs and each Ambassador, which
consists of: (a) the Independent Contractor Ambassador Terms and Conditions;
(b) the Acti Labs Policies and Procedures; (c) the Acti Labs Career Plan; (d)
the Acti Labs Shipping and Returns Policy; (e) the Online Application Form; and
(f) the Business Entity Registration Package (if applicable). In the event of
any conflict between the Independent Contractor Ambassador Terms and
Conditions, the applicable Online Application Form or the applicable Business
Entity Registration Form and these Acti Labs Policies and Procedures, these
Acti Labs Policies and Procedures shall control.
Acti Labs Ambassadors are
required to comply with the Independent Contractor Ambassador Agreement, as
well as any and all laws (federal, state, provincial, territorial, local, or
otherwise) governing their Acti Labs Business and their conduct. Because an
Ambassador may be unfamiliar with many of the standards of practice set out
herein, it is very important that all Ambassadors read and abide by the Independent
Contractor Ambassador Agreement (which includes these Acti Labs Policies and
Procedures) and ensure that he or it is aware of and operating under the most
current version. If an Ambassador has any questions regarding any provision of
the Independent Contractor Ambassador Agreement, the Ambassador should seek an
answer from his or its Sponsor or from Acti Labs at [email protected]
Because laws and the
business environment periodically change, Acti Labs reserves the right to amend
this Independent Ambassador Agreement at any time except in the event of a
pending arbitration, in its sole and absolute discretion. Notice of amendments
to the Independent Contractor Ambassador Agreement shall be published in an
Ambassador’s Back Office and shall become effective thirty (30) days after such
publication. Amendments shall not apply retroactively to conduct that occurred
prior to the effective date of the amendment. The continuation of an
Ambassador’s Acti Labs Business or an Ambassador’s acceptance of Bonuses and
Commissions shall constitute acceptance of any and all amendments.
ARTICLE 4 – BECOMING AN
AMBASSADOR
4.1 Requirements to Become
an Ambassador
To become an
Ambassador, each applicant must:
(a) Be of the age of majority
in his state/province or country of residence;
(b) Reside (or be legally
authorized to work) in an Authorized Country in which Acti Labs conducts
business and accepts new Ambassadors;
(c) Supply valid Taxpayer
Identification Information;
(d) Read and agree to abide by
the Independent Contractor Ambassador Agreement; and
(e) Submit a properly completed
and paid Digital Enrolment Request that is accepted by Acti Labs. N.B Under the Consumer Contracts Regulations, digital access rights are
neither goods nor services, meaning the law is a little different & there
is no ‘cooling off period’. By completing your registration as an Ambassador
you are waiving your rights to a statutory refund if you change your mind,
however, as a gesture of our good faith we will offer 50% refunds of your
registration fee if they are requested within 24 hours of registration. Your
request should be sent via email to: [email protected]
(f)
A Business Entity (e.g. a
corporation) applying to be an Ambassador must also comply with the
requirements of Section 4.3.
4.2 New Ambassador Enrollment
and Sponsors
When an Ambassador sponsors
a new Ambassador (the sponsoring Ambassador being referred to as a “Sponsor”),
the Sponsor shall not fill out, sign, or accept the Independent Contractor
Ambassador Agreement (including the Online Application Form and the Business
Entity Registration Form, if applicable) on behalf of the
applicant. See Section 6.2 for more information on sponsoring.
Certain types of business
entities, including corporations, can apply to become an Ambassador (referred
to herein as a “Business Entity”). Prior to a Business Entity being permitted
to register as an Ambassador, a Beneficial Owner of the Business Entity must
first enroll as an individual Ambassador and then transfer his Acti Labs
Business to the Business Entity in accordance with the Independent Contractor
Ambassador Agreement. To effect such a transfer, the Beneficial Owner(s) must,
among other things:
(a) Complete and submit a
Business Entity Registration Package, which includes the Business Entity
Registration Form and a true and complete copy of the organizational and
charter documentation of the Business Entity (e.g. certificate of
incorporation, articles of organization, certificate of formation, etc.);
(b) Provide the signatures of
all of the Beneficial Owners of the Business Entity on the Business Entity
Registration Form; and
(c) Provide Acti Labs with the
Business Entity’s Taxpayer Identification Information.
To obtain the required
Business Entity Registration Package, a Beneficial Owner from the Business
Entity to which an Acti Labs Business is being transferred must contact the
Compliance Department at [email protected] Acti Labs may, in its sole discretion, refuse to permit
the transfer of an Acti Labs Business to a Business Entity and reserves the
right to reject the use of a trade name by a Business Entity.
If any Beneficial Owner of
an Ambassador that is a Business Entity is itself a corporation, limited
liability company, partnership, trust, or similar entity, then the information
required by Acti Labs from a Business Entity shall also be required for such
Beneficial Owner. By signing the Business Entity Registration Form, all
Beneficial Owners of a Business Entity, and the Business Entity itself, will be
bound by the terms of the Independent Contractor Ambassador Agreement.
Accordingly, the Business Entity and its Beneficial Owners shall be jointly and
severally liable for, and shall indemnify and hold harmless Acti Labs and its
Affiliates from and
against, any breach of the Independent Contractor Ambassador Agreement by such
Business Entity or any indebtedness or other obligation to Acti Labs of such
Business Entity.
All sales and sponsorship
activities of a Business Entity must be conducted only by the Beneficial Owners
of the Business Entity. Such activities cannot be conducted by persons
(including employees or contractors) who are not Beneficial Owners of the
Business Entity.
An Ambassador that is a
Business Entity and undergoes a Change of Beneficial Ownership (e.g. a change
of Beneficial Owners through a share transfer) must comply with Section 6.8.3
or it may have its Independent Contractor Ambassador Agreement and its Acti
Labs Business terminated.
Acti Labs reserves the
right to accept or reject any Online Application Form or Business Entity
Registration Form for any reason in its sole discretion. Without limiting the
generality of the foregoing, Acti Labs reserves the right to reject any Online
Application Form or Business Entity Registration Form if Acti Labs determines
in its sole discretion that its acceptance of such would result in any actual
or potential conflict of interest or would call into question the independence
of an Ambassador.
In order to familiarize new
Ambassadors with Acti Labs Products, sales techniques and other matters, Acti
Labs offers new Ambassadors the option to purchase a Sample Kit at the time
they submit an Online Application Form to Acti Labs or anytime thereafter.
Acti Labs will also accept
returns of unused Sample Kits within thirty (30) days from the date of purchase
for a 100% refund (less shipping and handling charges, which will not be
refunded) so long as the returned Starter Kit was purchased directly from Acti
Lab and is in resalable condition (for additional information on what
constitutes “resalable condition,” refer to Section 14.5). For greater clarity,
the items contained within the Starter Kit case must not be opened or altered
and be in “resalable condition” as set out in Section 14.5. No refunds will be
issued for a partial return of only some items in a Starter Kit. For additional
information on returning Starter Kits, refer to Section 14.3.
4.6 Taxpayer Identification Information
When completing the Online
Application Form or Business Entity Registration Package (as applicable),
Ambassadors must accurately provide their Taxpayer Identification Information
to Acti Labs (e.g. Ambassadors located in the United States must enter their
legal name and social security number exactly as they appear on an Ambassador’s
social security card). Failure to comply may result in Disciplinary Actions
(including the possible termination of an Ambassadors Independent Contractor
Ambassador Agreement).
Once an applicant has
submitted a properly completed Independent Contractor Ambassador Agreement,
purchased a Starter Kit, submitted any other documents that Acti Labs may
require, and Acti Labs has accepted and processed the Ambassador’s Online
Application Form, the applicant will become an Ambassador and will be assigned
a unique Ambassador ID. An Ambassador ID must be used by an Ambassador to
identify himself or itself to Acti Labs in all correspondence with Acti Labs
and may also be required for transactions. An Ambassador may, but is not
required to, provide his or its Ambassador ID to
Customers to assist Acti
Labs in identifying and linking the Customer to the Ambassador’s account for online
orders.
Upon entering into the
Independent Contractor Ambassador Agreement, an Ambassador will have the right
to:
(a) Market and promote the sale
of Acti Labs Products;
(b) Participate in the Acti
Labs Career Plan (and receive Bonuses and Commissions, if eligible);
(c) Enroll other individuals or
entities as Ambassadors and thereby, build a Downline Sales Organization and
progress through the Acti Labs Career Plan;
(d) Receive periodic Official
Acti Labs Materials and other Acti Labs communications;
(e) Access Acti Labs sponsored
support, training, motivational, and recognition functions; and
(f) Participate in Acti Labs
sponsored promotional and incentive contests and programs.
4.9 Renewal of an Acti
Labs Business
The term of an Independent Contractor Ambassador Agreement shall be one (1) year from the date of its acceptance by Acti Labs and is automatically renewed by Acti Labs for successive one (1) year terms unless: (i) the Ambassador with whom it is with has violated a provision or term of the Independent Contractor Ambassador Agreement (as determined in the sole discretion of Acti Labs), (ii) the Ambassador with whom it is with is not current with payments due and owing to Acti Labs; or (iii) the Ambassador or Acti Labs has provided the other party with fifteen (15) days written notice of their intention not to renew the Independent Contractor Ambassador Agreement.
ARTICLE 5 – AMBASSADOR RELATIONSHIP WITH ACTI LABS
5.1 Independent Contractor
Status
Acti Labs Ambassadors are
independent contractors and not employees, partners, legal ambassadors, or
franchisees of Acti Labs. The position of Ambassador shall not be construed as
creating, and the Independent Contractor Ambassador Agreement between Acti Labs
and an Ambassador does not create, a relationship of employee-employer, agency,
partnership or joint venture between an Ambassador and Acti Labs.
As independent contractors,
Ambassadors are in complete control of their own Acti Labs Business, meaning
they shall establish their own goals, hours, and methods of sale subject to
compliance with the Independent Contractor Ambassador Agreement and applicable
law. Ambassadors shall use their own tools and equipment, including their own
computer, phone, and any other technologies they choose to use as part of their
Acti Labs Business and shall not incur any debt, expense, obligation, or open
any bank account on behalf of, for, or in the name of Acti Labs. Ambassadors
shall be solely responsible for paying all expenses they incur, including
travel, food, lodging, secretarial, office, telephone and other expenses. There
is no guarantee that there is or will be a market for the Acti Labs Products or
that Ambassadors will earn or will not lose money.
5.1.2 Misrepresentation of the Acti Labs Opportunity
Any marketing and
recruiting efforts surrounding the Acti Labs Opportunity (including flyers, letters,
emails, and ad postings) must not in any way assert or imply that the Acti Labs
Opportunity is a “job,” that an Ambassador is an “employee,” or that an
Ambassador will receive “salary” or “wages”.
Ambassadors shall not make
false representations as to the nature of the relationship between Acti Labs
and its Ambassadors and shall not imply that they are employees of Acti Labs,
or make any representation, except in accordance with Official Acti Labs
Material. Ambassadors shall not refer to themselves as “agents,” “Leaders,” or
“company representatives,” nor shall they use such terminology or descriptive
phrases on their stationery or other printed or electronic materials.
Ambassadors shall not claim to have a unique advantage, relationship with or access
to Acti Labs executives, owners, directors, shareholders or employees that
other Ambassadors do not have and may not and shall not rely on Acti Labs to
provide legal, tax, financial or other professional advice. Ambassadors will be
required to indemnify Acti Labs and its Affiliates for the cost, damage, or
prejudice stemming from any such false representations, including any legal
fees Acti Labs or its Affiliates may incur.
Ambassadors are urged to
preserve the independent contractor relationship between themselves and their
Downline Sales Organization. If an Ambassador permits an employer-employee
relationship to develop, such Ambassador may find themselves liable for the
acts of and injuries to their Downline Sales Organization. Acti Labs does not permit
any relationship between, or representations by Ambassadors, which may impose
employee liability on Acti Labs.
Acti Labs is not
responsible for government withholding obligations, and will not withhold or
deduct from an Ambassador’s Bonuses and Commissions (if any), Taxes or any
other like expenses. Each Ambassador is solely responsible for (and will
indemnify and hold Acti Labs and is Affiliates harmless from) paying all
applicable Taxes and filing of all necessary Tax forms and returns due in
relation to his or its Acti Labs Business and any income generated as an
Ambassador, including in relation to any Bonuses and Commissions or other
compensation earned (both monetary and non-monetary).
Should an Ambassador fail
to provide Taxpayer Identification Information to Acti Labs or should an
Ambassador provide incorrect or invalid Taxpayer Identification Information,
Acti Labs will deduct necessary back-up withholdings from the Ambassador’s
Bonuses and Commissions as required by law. In that event, Acti Labs may, in
its sole discretion, terminate such Ambassador’s Independent Contractor
Ambassador Agreement.
Acti Labs will not withhold
or make payments for social security or similar payments, make unemployment
insurance or disability insurance contributions, or obtain worker’s
compensation insurance on an Ambassador’s behalf.
5.2 Conflicts of Interest and
Non-solicitation and Participation in other Direct Selling Ventures
Acti Labs Ambassadors who
are not Leaders are free to participate in other Network Marketing Programs.
However, during the term of their Independent Contractor Ambassador Agreement
and for a period of six
(6) months
following termination thereof, Ambassadors shall not:
(a) Recruit other Acti Labs
Ambassadors for any other Network Marketing Program;
(b) Without Acti Labs’ prior
written permission, solicit, hire, offer employment or compensation of any
kind, or otherwise use any services of any Acti Labs employee outside of the
scope of his employment during the term of said employment or for a period of
one (1) year after the employee leaves Acti Labs;
(c) Sell, or attempt to sell,
any “competing” non-Acti Labs Products to Acti Labs Customers or Ambassadors.
Any product in the same generic category as an Acti Labs Product is
deemed to be “competing”
(e.g., any cosmetic-related product that is in the same generic category as
Acti Labs Products);
(d) Use any social networking
site on which the Ambassador has discussed or promoted the Ambassador’s Acti
Labs Business or Acti Labs Products to directly or indirectly recruit
Ambassadors for another Network Marketing Program nor take any action that may
reasonably be foreseen to result in inviting an inquiry from other Ambassadors
in respect of any non-Acti Labs Network Marketing Program activities of the
Ambassador;
(e) Display Acti Labs Products
with any other products or services in a fashion that might in any way confuse
or mislead a prospective Customer or Ambassador into believing there is a
relationship between Acti Labs Products and non-Acti Labs products or services
or other Network Marketing Programs;
(f) Offer the Acti Labs
Opportunity or Acti Labs Products to prospective or existing Customers or
Ambassadors in conjunction with any non-Acti Labs program, opportunity, product
or service; and
(g) Offer any non-Acti Labs
opportunity, products or services at any Acti Labs related meeting, seminar or convention,
or immediately following such event.
In addition to the
foregoing, activities that would constitute a conflict of interest with an
Ambassador’s obligations under such Ambassador’s respective Independent
Contractor Ambassador Agreement are not permitted. During the term of the
Independent Contractor Ambassador Agreement, an Ambassador will not accept
work, enter into a contract or accept an obligation inconsistent or
incompatible with such Ambassador’s obligations, or the scope of services to be
rendered for Acti Labs under the Independent Contractor Ambassador Agreement.
Accordingly, any Ambassador that is a party hereto represents and warrants that
there is no other existing contract or duty on such Ambassador’s part that
conflicts with or is inconsistent with the Independent Contractor Ambassador
Agreement and agrees to indemnify and hold harmless Acti Labs and its
Affiliates from any and all losses and liabilities incurred or suffered by Acti
Labs or its Affiliates by reason of any alleged breach by such Ambassador of
any services agreement between such Ambassador and any third party. The
determination of whether an obligation is inconsistent or incompatible with an
Ambassador’s obligations under such Ambassador’s respective Independent Contractor
Ambassador Agreement shall be made at the sole discretion of Acti Labs.
Any Ambassador qualifying
as an Ambassador of Rank 2 Status or above is entitled to a Cash Team Bonus.
Upon acceptance of the Team Bonus, the Ambassador shall be deemed a Leader and
is precluded from participating in other Network Marketing Programs.
IF, IN THE OPINION OF ACTI
LABS, AN AMBASSADOR HAS FAILED TO COMPLY WITH ANY OF THE FOREGOING PROVISIONS
IN THIS SECTION 5.2, ACTI LABS RESERVES THE RIGHT TO, AT ITS SOLE DISCRETION,
TAKE DISCIPLINARY ACTIONS, WHICH MAY INCLUDE, AMONG OTHER THINGS, REMOVING AN
AMBASSADOR’S DOWNLINE SALES ORGANIZATION, RESCINDING QUALIFICATION FOR BONUSES
AND STATUS ADVANCEMENT, CLAWING BACK COMMISSIONS, AND/OR TERMINATING AN
AMBASSADOR’S INDEPENDENT CONTRACTOR AMBASSADOR AGREEMENT.
Because the business of
Acti Labs includes multilevel marketing, network marketing and/or direct sales,
which is commonly conducted via electronic means, including the internet and
telephone, an effort to narrowly limit the geographic scope of the foregoing
non-solicitation provision would render it wholly ineffective. Therefore, the
foregoing non-solicitation provision shall apply to all markets/jurisdictions
in which Ambassadors are located and shall survive the termination or
expiration of an Ambassador’s Independent Contractor Ambassador Agreement.
5.3 Reports, Confidential
Information and Non-Disclosure
Reports and other
confidential and/or proprietary information, including Downline Activity
Reports and all information contained in such reports, all Customer Data, Acti
Labs Product development plans, pricing, problem reports, performance
information, marketing and financial plans and data, Customer emails,
Ambassador emails, contact information and training materials (all such reports
and confidential information being collectively referred to herein as
“Confidential Information”), much of which is available for Ambassador access
and viewing in an Ambassador’s Back Office, is confidential and is classified
as proprietary information and business trade secrets and exclusively belongs
to Acti Labs.
During the term of an
Ambassador’s respective Independent Contractor Ambassador Agreement and in
accordance with and subject to compliance therewith, Acti Labs is granting an
Ambassador a limited, non- exclusive, non-transferable and revocable license to
use such Confidential Information. Such Confidential Information is provided to
Ambassadors in the strictest confidence and made available to Ambassadors for
the sole purpose of assisting Ambassadors in working with their respective
Downline Sales Organizations in the development of their Acti Labs Business
and, but for this agreement of confidentiality and non- disclosure that all
Ambassadors agree to upon execution of their respective Independent Contractor
Ambassador Agreement, Acti Labs would not provide such Confidential Information
to Ambassadors.
Both during the term of an
Ambassador’s respective Independent Contractor Ambassador Agreement and
indefinitely thereafter, an Ambassador shall not:
(a) Use Confidential
Information for any purpose other than performing his or its obligations or
exercising rights under his or its respective Independent Contractor Ambassador
Agreement;
(b) Directly or indirectly
disclose any Confidential Information to any person that does not otherwise
have a legitimate need to know such information so as to permit the performance
of the Ambassador’s rights and obligations under his or its respective Independent
Contractor Ambassador Agreement;
(c) Directly or indirectly
disclose to any person the password or other access code to his or its Back
Office, or other similar Acti Labs passwords or access codes;
(d) Use any Confidential Information
to compete with Acti Labs or for any purpose other than promoting or supporting
his or its Acti Labs Business and/or use Confidential Information for mass
solicitation of charitable contributions other than in respect of company
sponsored charities permitted by Acti Labs through general publication to all
Ambassadors or with the express permission of Acti Labs through a specific
writing to one or more Ambassadors; or
(e) Recruit or solicit any
Ambassador or Customer listed on any Downline Activity Report or in any other
Confidential Information or in any manner attempt to influence or induce any
Ambassador or Customer to alter his or its business relationship with Acti
Labs.
Each person who is given
access to Confidential Information shall be bound by a confidentiality
obligation at least equivalent to the confidentiality obligation of each
Ambassador under his or its respective Independent Contractor Ambassador
Agreement. An Ambassador shall be responsible for the acts and omissions of his
respective employees, contractors and agents with respect to such
confidentiality obligations. Notwithstanding the foregoing, an Ambassador may
disclose Confidential Information to the extent he or it is legally compelled
to do so, provided, however, that prior to any such compelled disclosure, the
Ambassador notifies Acti Labs and fully cooperates with Acti Labs in protecting
against or limiting the disclosure of Confidential Information.
Upon demand by Acti Labs or
upon expiration or termination of an Ambassador’s respective Independent
Contractor Ambassador Agreement, any current or former Ambassador will promptly
return the original and all copies of any and all Confidential Information to
Acti Labs and immediately discontinue any further use
thereof. This covenant shall survive the expiration or termination of an Ambassador’s Independent Contractor Ambassador Agreement.
ARTICLE 6 – AMBASSADOR REQUIREMENTS AND RESTRICTIONS
6.1 Adherence to the Acti Labs
Career Plan and Official Acti Labs Material
Ambassadors must adhere to
the terms of the Independent Contractor Ambassador Agreement and Official Acti
Labs Material and may only promote their Acti Labs Business as set forth in
Official Acti Labs Material and in a manner consistent with the terms of the
Independent Contractor Ambassador Agreement. Ambassadors shall not offer the
Acti Labs Opportunity through, or in combination with, any other system,
program, or method of marketing other than that specifically set forth in
Official Acti Labs Material. Furthermore, Ambassadors shall not require or
encourage current or prospective Customers or other Ambassadors to (i)
participate in the Acti Labs Opportunity or engage in the Acti Labs program in
any manner that varies from the program as set forth in the Independent
Contractor Ambassador Agreement and Official Acti Labs Material; or (ii)
execute or adhere to any agreement or contract other than the Independent
Contractor Ambassador Agreement, in order to become an Ambassador and participate
in the Acti Labs Opportunity or engage in the Acti Labs program.
All Ambassadors in good
standing have the right to sponsor and enroll others into Acti Labs. For
reasons of sponsoring ethics, Acti Labs strongly encourages any new applicant
to enroll under the Sponsor who introduced such applicant to the Acti Labs
Opportunity. Every Ambassador, however, ultimately has the right to choose who
his Sponsor will be. As such, when submitting the Online Application Form, if
an applicant asks to be registered under a Sponsor, other than the Sponsor who
introduced such applicant to the Acti Labs Opportunity, Acti Labs reserves the
right to honor such request.
If two (2) Ambassadors both
claim to be the Sponsor of an applicant, Acti Labs shall regard the first
Online Application Form received by Acti Labs as the controlling application
and shall designate the Ambassador listed as the Sponsor on such Online
Application Form as the applicant’s Sponsor.
Resolving disputes between
Ambassadors regarding claims of sponsorship of another Ambassador is extremely
difficult, particularly when a Downline Sales Organization is implicated. Acti
Labs reserves the sole and exclusive right to determine the final disposition of
such disputes. Therefore, AMBASSADORS WAIVE ANY AND ALL CLAIMS AGAINST ACTI
LABS OR ITS AFFILIATES THAT RELATE TO OR ARISE FROM ACTI LABS DECISION
REGARDING THE DISPOSITION OF ANY DOWNLINE SALES ORGANIZATION THAT IS IMPLICATED
IN A DISPUTE BETWEEN AMBASSADORS REGARDING CLAIMS OF SPONSORSHIP.
6.3 Line Switching and Changes
of Sponsorship
Each Ambassador may have
only one Sponsor and no Ambassador shall sponsor or attempt to sponsor any
person or Business Entity that has already submitted an Online Application Form
or Business Entity Registration Package, as applicable, to Acti Labs or that
has had an Acti Labs Business terminated within the preceding one (1) month (or
any Business Entity that is controlled by such a person or Business Entity).
This practice, known as “Line Switching,” is strictly prohibited, as is any
attempt to circumvent the prohibition on Line Switching through the use of
pseudonyms or assumed names, a spouse’s or relative’s name, trade names or
Business Entities. An Ambassador is not permitted to encourage, offer or assist
any other Ambassador to change Sponsors or Uplines. Under no circumstance shall
any Ambassador offer or provide any financial or other consideration or
incentive to another Ambassador in exchange for such other Ambassador’s
agreement to terminate his existing Acti Labs Business and re-apply under another
Sponsor. Once an Ambassador is sponsored, Acti Labs does not permit voluntary
changes in sponsorship and requires that the relationship between the
Ambassador and his Sponsor be maintained and protected. An Ambassador wishing
to change Sponsors may do so only if he or it:
(a) Terminates his or its
applicable Independent Contractor Ambassador Agreement and Acti Labs Business
by written notice to Acti Labs as provided herein;
(b) Re-applies to become a new
Ambassador and is re-accepted by Acti Labs in accordance with the provisions of
the Independent Contractor Ambassador Agreement.
In the case that an
Ambassador has voluntarily terminated his or its Acti Labs Business and chooses
to re- enroll as an Acti Labs Ambassador, then the re-enrolling Ambassador’s
Sponsor shall be his new Sponsor at the time of re-enrollment. The same rules
apply for an Ambassador who is involuntarily terminated and is later approved
by Acti Labs to re-enroll.
If Line Switching is
discovered, it must be brought to the attention of the Compliance Department
immediately at [email protected] Acti Labs may take Disciplinary Action against
those Ambassadors who encouraged or participated in Line Switching.
Resolving disputes between
Ambassadors regarding claims of sponsorship of another Ambassador is extremely
difficult, particularly when a Downline Sales Organization is implicated. Acti
Labs reserves the sole and exclusive right to determine the final disposition
of such disputes. Therefore, AMBASSADORS WAIVE ANY AND ALL CLAIMS AGAINST ACTI
LABS OR ITS AFFILIATES THAT RELATE TO OR ARISE FROM ACTI LABS DECISION
REGARDING THE DISPOSITION OF ANY DOWNLINE SALES ORGANIZATION THAT IS IMPLICATED
IN A DISPUTE BETWEEN AMBASSADORS REGARDING CLAIMS OF SPONSORSHIP.
6.4 Targeting other Network
Marketing Programs
Acti Labs does not condone
the specific targeting of the sales force of another Network Marketing Program
for recruiting purposes, nor does Acti Labs condone the solicitation of sales
representatives from another Network Marketing Program in ways that would cause
those representatives to violate the terms of their contracts with their
respective organization.
6.5 Acti Labs Career
Plan Manipulation
Ambassadors shall not
manipulate the Acti Labs Career Plan in any way which results in the payment of
Bonuses or Commissions (or other awards and recognition) that have not been
earned in compliance with the terms of the Independent Contractor Ambassador Agreement,
which includes providing financial assistance to new Ambassadors for the
purpose of maximizing compensation pursuant to the Acti Labs Career Plan.
6.6 One Acti Labs Business per
Individual Person/Ambassador
Ambassadors are allowed to
operate, own, have an interest in, or receive compensation from only one Acti
Labs Business. Furthermore, individuals from the same family unit (husbands and
wives or common-law couples (collectively “Spouses”) and dependent children
living in the same Household) may not have an interest in more than one Acti
Labs Business.
If Spouses choose to
operate an Acti Labs Business, they must be registered together as a single
Acti Labs Business under a single Sponsor. Spouses, regardless of whether one
or both actually sign the Independent Contractor Ambassador Agreement, may not
own, operate or participate in (either directly or indirectly) any other Acti
Labs Business.
The only exceptions to the foregoing that Acti Labs
may consider are:
(a) If two existing Ambassadors
marry; or
(b) The case of an Ambassador
receiving an interest in another Ambassador business through inheritance;
however, such exceptions
will be considered on a case-by-case basis, and Acti Labs reserves the right, in
its sole discretion to deny such exceptions. Any request pertaining to the
foregoing exceptions must be submitted in writing to the Compliance Department
at [email protected]
Resolving disputes regarding
sponsorship is extremely difficult, particularly when a Downline Sales
Organization is implicated. Acti Labs reserves the sole and exclusive right to
determine the final disposition of such disputes. Therefore, AMBASSADORS WAIVE
ANY AND ALL CLAIMS AGAINST ACTI LABS OR ITS AFFILIATES THAT RELATE TO OR ARISE
FROM ACTI LABS DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE SALES
ORGANIZATION THAT IS IMPLICATED IN A DISPUTE REGARDING SPONSORSHIP.
For information on transferring an Acti Labs Business
to a Spouse, see Section 6.8.8.
6.7 Actions of Household
Members or Affiliated Individuals
Each Ambassador is
responsible for the actions of the members of his Household. If a member of an
Ambassador’s Household engages in activities that violate the Independent
Contractor Ambassador Agreement, such Ambassador will be deemed to be in
violation of the Independent Contractor Ambassador Agreement and Acti Labs may
take disciplinary action against such Ambassador.
In the case of an Ambassador
that is a Business Entity, if a Beneficial Owner of the Business Entity or an
employee, contractor or agent of the Business Entity violates or breaches the
terms of Independent Contractor Ambassador Agreement, the Business Entity and
its respective Beneficial Owner(s) will be deemed non-compliant and subject to
Disciplinary Action on a joint and several basis.
6.8 Changes to an Acti
Labs Business
6.8.1 Certain Transfers and Changes by
Ambassadors Prohibited
Except for those changes to
an Ambassador Profile that can be made in an Ambassador’s Back Office (e.g.
change of bank, change of address, change of telephone number), as provided for
in the Independent Contractor Ambassador Agreement, each Ambassador must
immediately notify Acti Labs in writing of any changes to his or its Ambassador
Profile or Independent Contractor Ambassador Agreement. Furthermore, except as
expressly permitted by this Independent Contractor Ambassador Agreement,
Ambassadors shall not assign, sell, transfer, delegate or otherwise dispose of,
whether voluntarily or involuntarily, by operation of law or otherwise, the
Independent Contractor Ambassador Agreement, their Acti Labs Business, or any
rights or obligations under the Independent Contractor Ambassador Agreement
without the express written approval of Acti Labs. Any attempted assigned in
violation of this Section shall be void.
Acti Labs may, at its sole
discretion, require certified documents before implementing any changes to an
Independent Contractor Ambassador Agreement, Ambassador Profile or Acti Labs
Business.
6.8.2 Sale or Transfer of an Acti Labs Business
An Ambassador wishing to
sell or transfer his or its Acti Labs Business (“Seller”) must first give
notice in writing of his or its intention to sell or transfer the Acti Labs
Business to Acti Labs and such Ambassador’s immediate Upline Ambassador (such
sale or transfer ultimately being subject to and requiring express written
approval of Acti Labs, as noted in section 6.8.1). It is encouraged, but not
required, that the Ambassador offers a first right of refusal to the immediate
Upline Ambassador. If the Upline Ambassador and the Seller finalize a mutually
acceptable sale/transfer arrangement, the Seller’s Downline will roll up into
the Upline Ambassador’s existing Downline. If the immediate Upline Ambassador
and the Seller cannot finalize a mutually acceptable sale/transfer arrangement,
the Seller may then offer to sell/transfer the Acti
Labs Business to other
parties, provided such other parties meet all of the eligibility and other
requirements of the Independent Contractor Ambassador Agreement, complete and
execute an Independent Contractor Ambassador Agreement and Acti Labs accepts
same.
If the Acti Labs Business
is sold or transferred to an existing Acti Labs Ambassador who is not the
Seller’s immediate Upline Ambassador, the buying Ambassador must leave behind
his existing Downline and assume the Seller’s position. The buying Ambassador’s
existing Downline will then roll up to the buying Ambassador’s immediate Upline
Ambassador.
For more information on the
“roll up” process, see Section 6.8.9.
Acti Labs reserves the
right to refuse any sale/transfer request in its sole discretion. If a
sale/transfer request is approved, the Seller must work with the buyer to
effect the sale/transfer.
6.8.3 Change of Beneficial Ownership
In the event that a
Business Entity that is an Ambassador undergoes a Change of Beneficial
Ownership, arrangements must be made to ensure that the Acti Labs Business,
other Ambassadors in the applicable line of sponsorship and Acti Labs are not
adversely affected.
A “Change of Beneficial
Ownership” means, with respect to any Acti Labs Business that is operated as a
Business Entity, the sale, transfer or acquisition of any ownership interest in
the Business Entity by any person or group of persons who are not listed on the
original Business Entity Registration Form, or any subsequent amendment to the
Business Entity Registration Form that is on file with Acti Labs. If Acti Labs
determines in its sole discretion that such Change of Beneficial Ownership will
adversely affect the Acti Labs Business, other Ambassadors or Acti Labs, Acti
Labs may terminate the Business Entity’s Independent Contractor Ambassador
Agreement.
All Changes of Beneficial
Ownership must be approved in writing by Acti Labs and Acti Labs reserves the
right to deny a Change of Beneficial Ownership, in its sole discretion. In
assessing whether or not to approve a Change of Beneficial Ownership, Acti Labs
will consider certain criteria, which shall include:
(a) Protection of the existing
line of sponsorship so that the Acti Labs Business continues to be operated in
its original line of sponsorship;
(b) The buyer or transferee
must be (or must become) an Ambassador and execute an Independent Contractor
Ambassador Agreement (if one does not already exist for such Ambassador). If
the buyer is a current Ambassador, he or it must first terminate his or its
Acti Labs Business simultaneously with the purchase, transfer, assignment, or
acquisition of any interest in the new Acti Labs Business;
(c) Before the sale, transfer
or assignment can be finalized and approved by Acti Labs, any debt obligations
the selling Ambassador has with Acti Labs must be satisfied; and
(d) The selling Ambassador must
be in good standing and not in violation of any of the terms of his or its
Independent Contractor Ambassador Agreement in order to be eligible to sell,
transfer or assign an Acti Labs Business.
A Business Entity expecting
to undergo a Change of Beneficial Ownership must notify Acti Labs, in writing,
in advance of any such proposed change. Upon execution of any corresponding
purchase and sale agreement (or similar agreement) in connection with such
Change of Beneficial Ownership, the parties must submit a copy of the agreement
to Acti Labs for review. Acti Labs reserves the right to request additional
documentation that may be necessary to analyze the transaction.
Upon any Change of
Beneficial Ownership, the Business Entity and each Beneficial Owner must
continue to meet each of the requirements set forth in the Independent
Contractor Ambassador Agreement. If a Business Entity that is an Ambassador is
not the surviving Business Entity upon any Change of Beneficial Ownership, the
new Business Entity must complete and execute a new Independent Contractor
Ambassador Agreement (including an Online Application Form and Business Entity
Registration Package) to become an Ambassador.
Changes of Beneficial
Ownership only apply to an Acti Labs Business and to the benefits and
obligations under the Independent Contractor Ambassador Agreement. Acti Labs
Products purchased by an Ambassador for personal use are not transferable.
Note that none of the
changes described above will permit an Ambassador to change Sponsors (except as
specified in Section 6.3) or to assign or transfer an Acti Labs Business
(except as specified in Section 6.8.2).
6.8.4 Addition of Co-Applicants
Subject to the requirements
and restrictions contained in the Independent Contractor Ambassador Agreement,
an Ambassador may change status from a sole proprietorship to a Business Entity
or from one type of Business Entity to another, by submitting a new Business
Entity Registration Package. [In addition, an Ambassador may add his
spouse to a sole proprietorship as a co-applicant to the Ambassador’s existing
Acti Labs Business by submitting a new Online Application Form in the form of a
partnership.] In each such case, upon Acti Labs’ acceptance of the new
Online Application Form and, if applicable, the Business Entity Registration
Package, the Ambassador’s original Independent Contractor Ambassador Agreement
will automatically terminate and be replaced and superseded by the newly formed
Independent Contractor Ambassador Agreement. Note that none of the changes
described above will permit an Ambassador to change Sponsors (except as
specified in Section 6.3) or to assign or transfer an Acti Labs Business
(except as specified in Section 6.8.2).
Should an unmarried
Ambassador get married to a person who is not currently an Ambassador, he has
the option of adding his new spouse to his Acti Labs Business. In the case of a
Business Entity Ambassador, the new spouse may become a Beneficial Owner of the
other spouse’s Business Entity. To add a spouse to an existing Acti Labs
Business, the spouse must complete and submit a [Spouse/Partner Add
Form] (which includes completing a new Online Application Form). In
the case of a Business Entity that operates an Acti Labs Business, the
Ambassador must comply with the provisions of Section 6.8.3.
Should an unmarried
Ambassador marry a person who is currently an Ambassador, the new couple is
encouraged to work together as one Acti Labs Business. If one of the
Ambassadors in the marriage chooses to join the Acti Labs Business of his new
spouse, such Ambassador must give up his existing Acti Labs Business. The
Ambassador has the option of simply abandoning the Acti Labs Business or
selling the Acti Labs Business pursuant to Section 6.8.2. These are the options
available to marrying Ambassadors who are in the same Downline Sales
Organization, but have different Sponsors, and to marrying Ambassadors who have
the same Sponsor, but occupy different legs in the Sponsor’s Downline Sales
Organization.
Marrying Ambassadors may
merge their two Acti Labs Businesses into one Acti Labs Business only if one of
the Ambassadors originally sponsored the other Ambassador and such other
Ambassador is in the sponsoring Ambassador’s First Generation.
Spouses and common law
married couples must operate as a single Acti Labs Business, whether as individual
proprietors or through a Business Entity. At such time as a marriage may end in
divorce or separation, arrangements must be made to ensure that the Acti Labs
Business, other Ambassadors in the
applicable Upline and Acti
Labs are not adversely affected. If Acti Labs determines in its sole discretion
that a divorce or separation of Ambassadors will adversely impact the Acti Labs
Business, other Ambassadors or Acti Labs, Acti Labs may terminate the
Independent Contractor Ambassador Agreement.
Upon a divorce or separation, spouses or common law
married couples must do one of the following:
(a) One of the Ambassadors
agrees in writing to: (i) terminate the Independent Contractor Ambassador
Agreement as it applies to him; (ii) relinquish his interest in the Acti Labs
Business; and (iii) authorize Acti Labs to pay all Bonuses and Commissions to,
and otherwise deal directly and solely with, the non-relinquishing
spouse/partner (in which case the terminating Ambassador may re-enroll as an Ambassador
under a new Sponsor without completing the six (6) month period pursuant to
Section 6.3, however, shall have no rights to his former Downline Sales
Organization); or
(b) Notwithstanding the divorce
or separation, the spouses or common law married couple agree to continue to
operate the Acti Labs Business jointly on a “business-as-usual” basis, in which
case Acti Labs will continue to pay all Bonuses and Commissions and otherwise
deal with the spouses and common law married couple in the same manner as it
did prior to the divorce or separation.
Under no circumstances will
the Downline of any Acti Labs Business of divorcing or separating spouses or
common law married couples be divided. Similarly, under no circumstances will
Acti Labs split Bonus or Commission payments between divorcing or separating
spouses or common law married couples.
6.8.7 Transfer upon Death or Incapacity
Upon the death or
incapacity of an Ambassador, the Ambassador’s Acti Labs Business may be passed
on to the Ambassador’s heir, trustee or other beneficiary, provided that
arrangements are made to ensure that the Acti Labs Business, other Ambassadors
in the applicable Upline and Acti Labs are not adversely affected.
Appropriate legal
documentation must be submitted to Acti Labs in connection with any such
transfer or termination of an Acti Labs Business upon the death or incapacity
of an Ambassador. Accordingly, each Ambassador should consult his attorney to
assist in the preparation of a will, trust or other testamentary instrument
that will properly transfer the Ambassador’s interest in his Acti Labs
Business. Pending receipt of such documentation, Acti Labs reserves the right,
in its sole discretion, to suspend a deceased or incapacitated Ambassador’s Acti
Labs Business or enter into a servicing agreement with another Ambassador
(preferably Upline) to temporarily manage the Acti Labs Business. If Acti Labs
determines in its sole discretion that such a disposition of an Acti Labs
Business will adversely affect the Acti Labs Business, other Ambassadors or
Acti Labs, Acti Labs may terminate the applicable Independent Contractor
Ambassador Agreement.
When an Acti Labs Business
is transferred by will or other testamentary process with Acti Labs’ written
approval in accordance herewith, the beneficiary will acquire the right to
collect Bonuses and Commissions generated by the deceased or incapacitated
Ambassador’s Downline Sale Organization and will otherwise assume all the
rights and obligations of the deceased or incapacitated Ambassador under the
Independent Contractor Ambassador Agreement, provided the following
requirements are met:
(a) The beneficiary must submit
a new Ambassador Application and otherwise meet all the eligibility
requirements to become an Ambassador;
(b) The beneficiary must comply
with the terms and provisions of the Independent Contractor Ambassador
Agreement; and
(c) The beneficiary must meet
all of the qualifications for the deceased Ambassador’s Rank.
To effect a testamentary
transfer of an Acti Labs Business upon the death or incapacitation of an
Ambassador, the beneficiary must provide the following to Acti Labs:
(a) A court order appointing
the administrator or trustee of the estate or letters testamentary or other
instrument appointing the administrator or trustee of the estate;
(b) Written instructions from
the administrator of the estate directing on the disposition of the Acti Labs
Business; and
(c) A completed and properly
executed Independent Contractor Ambassador Agreement (including an Online
Application Form) from the beneficiary or the trustee who will be operating the
Acti Labs Business on behalf of the beneficiary.
Acti Labs may, at its sole
discretion, require certified documents in connection with any transfer
pursuant to this Section 6.8.7. Furthermore, Bonus and Commission payments of
an Acti Labs Business transferred pursuant to this Section 6.8.7 will be paid
in a single lump sum payment jointly to the new Ambassador. An Acti Labs
Business is reliant on the leadership ability of the individual Ambassador,
therefore if the Acti Labs Business is bequeathed to joint devisees, they must
form a Business Entity, identifying the person responsible for the entity’s
operation and submit a properly completed and signed Business Entity
Registration Form and otherwise comply with all of the requirements for a
Business Entity that is an Acti Labs Ambassador, as set forth in the
Independent Contractor Ambassador Agreement (including these Policies and
Procedures). Acti Labs will then issue all Bonus and Commission payments and
any applicable Tax forms to the new Business Entity.
6.8.8 Transfer of Acti Labs Business to Spouse
or Children
An Ambassador may transfer
his Acti Labs Business to his spouse, common law spouse or child so long as
such spouse, common law spouse or child meets all of the eligibility and other
requirements of the Independent Contractor Ambassador Agreement. Such transfer
shall not be subject to the requirements of Section 6.8.2 (regarding the sale
or transfer of an Acti Labs Business). The transferee(s) must fulfill the
ongoing responsibilities of the transferring Ambassador, complete a properly
executed Independent Contractor Ambassador Agreement (including the Online
Application Form) and also comply with same.
6.8.9 Roll-Up of Downline Sales Organization
When a vacancy occurs in an
Ambassador’s Downline Sales Organization due to the termination of an Ambassador,
each Downline Ambassador remains in their current position. No Roll-Up will be
applied under any circumstance.
6.8.10 Genealogy Placement Change
Acti Labs reserves the
right to change the placement of any Ambassador put into the system due to input
error. If a change is requested within two (2) Business Days after initial
input, Acti Labs will correct the input error and there will be no charge to
the Ambassador for the change. Outside of the two (2) Business Day period after
initial input, Acti Labs may, in its sole discretion, choose not to grant a
request to change an input error.
6.8.11 Change of Address or Telephone
To ensure timely delivery
of products, support materials, and Bonus and Commission payments, it is
critically important that Acti Labs’ files are current. Ambassadors are
responsible for maintaining current information on their Ambassador Profile and
can easily update their personal information via their Back Office. In the case
of updated banking details, Ambassadors should allow five (5) Business Days for
the updated account to be registered in the Acti Labs payment system.
6.9 Cross-Border Activity -
Conducting Business in a Home Country
Independent Contractor
Ambassador Agreements are specific to the country in which an Ambassador
enrolls (“Home Country”). An Ambassador must have legal authorization to work
in his or its Home Country and must provide to Acti Labs, upon enrollment, an
address in such Home Country to which Products, correspondence or other items
may be shipped. If it is discovered that an Ambassador has provided Acti Labs
with false residency information, identification or Taxpayer Identification
Information during enrollment, that Ambassador will be subject to Disciplinary
Actions, including the possible termination of such Ambassador’s Independent
Contractor Ambassador Agreement. An Ambassador may make purchases, sell Acti
Labs Products and sponsor other Ambassadors only within his or its Home
Country. Ambassadors may not purchase products in their Home Country and
physically transport them across a country border to sell the products in
another country. See Section 6.10 for further details regarding conducting
business outside of a Home Country.
6.10 Cross-Border Activity -
Conducting Business Outside a Home Country
Should an Ambassador wish
to sponsor others or sell Acti Labs Products in an Authorized Country that is
not his or its Home Country, the Ambassador will be required to establish an
Acti Labs Business in that other Authorized Country, enter into a new
Independent Contractor Ambassador Agreement specific to that country and forego
his or its Acti Labs Business in his or its Home Country. Establishing a business
in another country as a non-citizen or non-resident is often complicated, and
the business, tax and legal requirements and ramifications vary from country to
country. Ambassadors are encouraged to seek advice from their own lawyers and
tax advisors with respect to the foregoing.
Ambassadors may not market
or sell products within the Province of Quebec. Ambassadors who’s Home Country
is Canada that are located outside the Province of Quebec may, however, accept
unsolicited incoming orders from Customers physically located in the Province
of Quebec, provided such incoming orders are not the result of the Ambassador’s
marketing of such products within the Province of Quebec.
6.12 Change of Residency to another Country
Should an Ambassador move
from his or its initial Home Country to another Authorized Country, the
Ambassador shall become bound by the Acti Labs Policies and Procedures
applicable in the new Authorized Country. Ambassadors moving to a new Authorized
Country and wishing to continue their Acti Labs Business must provide valid
Taxpayer Identification Information for the new Authorized Country to which
they moved.
6.13 Governmental Approval
or Endorsement
Ambassadors may not represent
that Acti Labs Products, Starter Kits, the Acti Labs Opportunity or the
Independent Contractor Ambassador Agreement have been endorsed by any
governmental or regulatory agency. In addition, Ambassadors may not make any
claims or representations regarding the Acti Labs Products that constitute
off-label drug claims.
6.14 Holding Applications
or Orders
Ambassadors must not manipulate enrollments of new
Ambassadors or Customers.
Ambassadors wishing to
arrange insurance coverage for their Acti Labs Business are encouraged to
contact their insurance broker to make certain that their Acti Labs Business
adequately insured and protected.
6.16 Adherence to Laws
and Ordinances
Ambassadors shall abide by
and comply with all laws, rules, regulations and ordinances pertaining to the
Independent Contractor Ambassador Agreement, the promotion of their Acti Labs
Business, the Acti Labs Opportunity and the promotion and sale of Acti Labs
Products in the conduct of their Acti Labs Businesses, including the
Competition Act, any provincial/state licensing requirements, municipal zoning
and business licensing by-laws and any applicable federal and provincial/state
consumer protection legislation and regulations. Ambassadors shall be solely
responsible for paying any fees related to such licensing and compliance with
such laws, rules, regulations and ordinances and executing and filing all
reports, as are required. In the event that a local government official informs
an Ambassador that a law, rule, regulation or ordinance applies to the
Ambassador, the Ambassador shall immediately send a copy of such communication
to the Compliance Department at [email protected]
A person who is recognized
as a minor in his jurisdiction of residence may not be an Acti Labs Ambassador.
Ambassadors shall not enroll or recruit minors into the Acti Labs program. It
shall be the responsibility of an Ambassador to know the age of majority (or
adulthood) in the jurisdiction in which he or it sponsors and enrolls other
Ambassadors.
Any request from an
Ambassador for copies of invoices, applications, Downline Activity Reports or
other records will require a fee of $5.00 per page per copy.
6.19 Use of the Acti Labs
Communication System
In the event that Acti Labs
makes available any channel of group communication to an Ambassador, it shall
be used exclusively as a tool to communicate with such Ambassador’s Downline
Sales Organization, and to promote the sale of Acti Labs Products and the Acti
Labs Opportunity. Under no circumstances shall an Ambassador use the Acti Labs
communication system (be it electronic or otherwise) to promote the sale of any
non-Acti Labs Products or services or any non-Acti Labs program or opportunity.
The Acti Labs Opportunity
is designed so that Ambassadors do not need to invest in, and stock, inventory
for resale purposes. Ambassadors shall never purchase more products than they
can reasonably use or sell to Customers in one (1) month and must not influence
any other Ambassador to purchase more products than he or it can reasonably use
or sell to Customers in one (1) month. Accordingly, Ambassadors are prohibited
from purchasing more than $5,000 per month in products, unless an Ambassador
can certify in writing to Acti Labs that the Ambassador has pending retail
orders in excess of $5,000 or can provide Acti Labs with other business reasons
as to why such a purchase is necessary. Acti Labs reserves the right, in its
sole discretion, to determine if an Ambassador’s business reasons are
sufficient to justify a purchase in excess of $5,000 and to rescind
qualification for Bonuses and Status Advancement or to claw back Commissions,
in instances in which an Ambassador is found to have placed excessive orders,
regardless of whether those orders are placed in his or its own Ambassador
account or in a Customer account.
6.21 No
Inventory Requirements
Ambassadors are neither
required to purchase nor required to carry any amount of inventory of Acti Labs
Products. It is possible to maintain an “active status” and earn Bonuses and
Commissions without carrying any inventory at all. Orders may be transacted
directly with Acti Labs on behalf of the Ambassador through the Acti Labs
Website, Personal Websites, and or Registered External Websites. Ambassadors
receive full credit for all such sales without the need to carry any inventory
at all. Falsely representing the sale of Acti
Labs Products is grounds
for termination of the applicable Independent Contractor Ambassador Agreement
and Acti Labs Business.
By agreeing to the
Independent Contractor Ambassador Agreement, an Ambassador consents to
receiving emails from Acti Labs, as well as, from his or its Upline.
Ambassadors may modify thier Ambassador Information via their Back Office (e.g.
update an address, phone number or email address). Each Ambassador further
agrees that Acti Labs may share his or its name, telephone number and email
address with his or its Upline, without separate express permission by the
Ambassador to allow such personal information sharing. By providing his or its
email address and telephone number, an Ambassador agrees to disclose his or its
email address and telephone number to Acti Labs, as well as, to his or its
Upline. Without limitation of the foregoing, Business Entities that are
Ambassadors must immediately report any Change of Beneficial Ownership to Acti
Labs. An Ambassador must submit appropriate legal documentation in support of a
name change request, which Acti Labs, in its sole discretion may choose not to
approve.
All Ambassadors must adopt,
implement and maintain appropriate administrative, technical and physical
safeguards to protect against anticipated threats or hazards to the security of
Confidential Information and Customer Data. These safeguards must be appropriate
to the sensitivity of the information. Appropriate safeguards for electronic
and paper records may include, but are not limited to:
(a) Encrypting data before
electronically transmitting it;
(b) Storing records in a secure
location; and
(c) Password-protecting
computer files and securely shredding paper files containing Confidential
Information or Customer Data after transferring information into the Acti Labs
data systems.
Without limiting the
foregoing or the provisions of Section 5.3 regarding Confidential Information,
Ambassadors must keep Customer Data and other Confidential Information secure
from all persons who do not have legitimate business needs to see or use such
information. In the case of Customer Data, such business needs must have been
disclosed to the Customer and the Customer must have provided his informed
consent to them. If Ambassadors dispose of any paper or electronic record
containing Customer Data and other Confidential Information, Ambassadors shall
do so by taking all reasonable steps to destroy the information in a manner
that preserves its security, which may include:
(a) Shredding;
(b) Permanently erasing and
deleting; or
(c) Otherwise modifying the
Customer Data and other Confidential Information in those records to make it
unreadable, unreconstructible and indecipherable through any means.
Upon request, an Ambassador
shall be required to certify to Acti Labs that all forms of the requested Confidential
Information and Customer Data have been destroyed and will describe any
exceptions.
6.24 Reporting
Security Breaches
Ambassadors must comply
with all applicable privacy and data security laws, including any security
breach notification laws. Without limitation of the preceding sentence, in the
event of an actual or suspected Security Breach affecting Customer Data, the
applicable Ambassadors shall promptly notify the affected Customers, the
Compliance Department and, if required by Acti Labs or applicable law, the
applicable
privacy commissioner or
other regulatory body, in writing, after becoming aware of such Security
Breach. Any such notification shall be made in compliance with the applicable
law and shall specify the following:
(a) The extent to which
Customer Data was or was suspected to be disclosed or compromised;
(b) The circumstances of the
Security Breach;
(c) The date or period of time
on which it occurred;
(d) A description of the
information affected;
(e) A description of the steps
taken to reduce the risk of harm from the Security Breach;
(f) Contact information for a
person able to answer questions regarding the Security Breach;
(g) Any other information
required by the applicable law; and
(h) In the case of a notice to
a privacy commissioner or other regulatory body, an assessment of the risk of
harm to any affected persons and an estimate of the number of persons affected.
Ambassadors shall promptly comply with all applicable information Security Breach disclosure laws. Ambassadors, at their expense, shall also cooperate with Acti Labs, any applicable privacy commissioner or other regulatory body and the affected Customers and use their best efforts to mitigate any potential damage caused by a breach of their obligations under the Independent Contractor Ambassador Agreement or any law applicable to Customer Data, including by sending notice to the affected individuals, applicable agencies and consumer reporting agencies, if such notification is required by law or by Acti Labs, in its sole discretion.
ARTICLE 7 – AMBASSADOR LEADERSHIP OBLIGATIONS
7.1 Sponsorship, Training and
Continuing Development Obligations
Sponsors must always
present Acti Labs Products and the Acti Labs Opportunity to others in a manner
that complies with the Independent Contractor Ambassador Agreement, including
the requirements of ARTICLE
8. In addition, when an
Ambassador sponsors another Ambassador to enroll with Acti Labs, that
sponsoring Ambassador must use his or its best efforts and take a proactive
role in providing assistance and training to the Ambassador he or it has
sponsored. This includes ensuring that the Ambassadors in an Ambassador’s
Downline Sales Organization are familiar with their ordering Back Office system
and understand their Acti Labs Independent Contractor Ambassador Agreement and
comply with it. Ambassadors shall also have regular, ongoing contact with
Ambassadors in their First Generation and Downline Sales Organization to
facilitate the training process. Examples of such contact and communication may
include, but are not limited to: newsletters, written correspondence, personal
meetings, telephone contact, voice mail, email, and the accompaniment of those
Ambassadors that an Ambassador has sponsored to Acti Labs meetings, team
meetings, and other functions.
If an Ambassador becomes
aware, either through his or its interactions with his or its sponsored
Ambassadors, through communications with someone else, or from Acti Labs, that
an Ambassador in such Ambassador’s Downline Sales Organization is violating
their Independent Contractor Ambassador Agreement either willfully or due to
ignorance (which may include improper product or income claims and illegal or
inappropriate conduct), such Ambassador shall make every effort to educate,
inform, and bring the violating Ambassador back into compliance.
AS AMBASSADORS PROGRESS
THROUGH THE VARIOUS LEVELS OF LEADERSHIP, THEY WILL BECOME MORE EXPERIENCED IN
SALES TECHNIQUES, AS WELL AS MORE KNOWLEDGEABLE
ABOUT ACTI LABS PRODUCTS
AND THE ACTI LABS OPPORTUNITY. SUCH AMBASSADORS MAY BE CALLED UPON TO SHARE THAT KNOWLEDGE WITH LESS
EXPERIENCED AMBASSADORS. THOSE
WHO SPONSOR WIDELY BUT DO NOT HELP NEW AMBASSADORS DEVELOP THEIR ACTI LABS
BUSINESS MEET WITH LIMITED SUCCESS. THEREFORE, ALL SPONSORS HAVE A
RESPONSIBILITY TO WORK WITH THE NEW AMBASSADORS THAT THEY SPONSOR BY HELPING THEM
LEARN THE BUSINESS AND ENCOURAGING THEM DURING THE CRITICAL EARLY MONTHS OF
THEIR ACTI LABS BUSINESS. SPONSORS ARE NOT REQUIRED TO MAINTAIN ANY INVENTORY
OF ACTI LABS PRODUCTS FOR NEW AMBASSADORS. REFER TO SECTION 6.21.
IF, IN THE OPINION OF ACTI
LABS, AN AMBASSADOR IS FAILING TO TRAIN, RECOGNIZE, INFORM AND/OR MOTIVATE ANY
OF THE AMBASSADORS IN HIS OR ITS FIRST GENERATION OR DOWNLINE SALES
ORGANIZATION, OR IS FAILING TO COMPLY WITH THIS SECTION 7.1, THEN ACTI LABS
MAY, AT ITS SOLE DISCRETION, TAKE DISCIPLINARY ACTIONS, WHICH MAY INCLUDE
TERMINATION OF SUCH AMBASSADOR’S INDEPENDENT CONTRACTOR AMBASSADOR AGREEMENT.
7.2 Prohibiting Against
Excessive Charges for Training
Acti Labs prohibits any
Ambassador from charging any other Ambassador for training. Ambassadors shall
not charge any fees for training their Downline Sales Organization or require
the purchase of any sales tools or materials or require attendance at meetings.
Sponsored training events must not be operated on a for-profit basis and
Ambassadors shall not charge a for-profit fee for, among other things, any
general material, newsletters, services, training seminars or materials about
Acti Labs, the Acti Labs Opportunity, Acti Labs Products, Acti Labs marketing
materials or Acti Labs training. However, should an Ambassador choose to rent a
meeting room to conduct a training seminar, the Ambassador may charge a
reasonable attendance fee to cover the expenses associated with renting the
meeting room, modest refreshments and other hard-costs directly associated with
the event. Training classes and Ambassador team meetings may be monitored by
Acti Labs on an ongoing basis through the use of outside anonymous resources.
Upon request, an Ambassador
must be able to provide documented evidence to Acti Labs of the Ambassador’s
ongoing fulfillment of the responsibilities of a Sponsor outlined in Section
7.1 above. It shall be the sole responsibility of Ambassadors to create,
maintain and retain such documented evidence. Failure to provide Acti Labs with
such documented evidence may result in Disciplinary Actions against an
Ambassador.
7.4 Providing Documentation
to Applicants
When sponsoring or enrolling a new Ambassador, it is the responsibility of the sponsoring Ambassador to ensure he or it has access to and has reviewed the latest version of the Independent Contractor Ambassador Agreement and has provided the latest version of the Independent Contractor Ambassador Agreement to the applicant prior to the applicant completing the Online Application Form. The latest version of the Independent Contractor Ambassador Agreement is always available for review in an Ambassador’s Back Office.
ARTICLE 8 – MARKETING AN ACTI
LABS BUSINESS AND USE OF ACTI LABS TRADEMARKS AND OTHER ACTI
LABS CONTENT
All Ambassadors shall
safeguard and promote the good reputation of Acti Labs and its products
(including on the internet). The marketing and promotion of Acti Labs, the Acti
Labs Opportunity, the Independent Contractor Ambassador Agreement and Acti Labs
Products, shall be consistent with the public interest and must avoid all
discourteous, deceptive, misleading, unethical or immoral conduct or practices.
Ambassadors are expected to
engage in responsible, legal and environmentally friendly advertising and
marketing activities directed to Customers, potential Customers or potential
Ambassadors. Appropriate locations for distribution of advertising and
marketing materials include bulletin boards and message boards located in
public places and private businesses. Inappropriate forms of advertising
include signage on telephone poles and flyers left on car windshields.
Acti Labs has carefully
designed its products, product labels, the Acti Labs Career Plan and Official
Acti Labs Material to ensure that each aspect of Acti Labs is fair, truthful
and substantiated. If Acti Labs Ambassadors were allowed to develop their own
sales aids and promotional materials, notwithstanding their integrity and good
intentions, the likelihood is that such Ambassadors would unintentionally
violate any number of statutes or regulations affecting an Acti Labs Business.
These violations would jeopardize the Acti Labs Opportunity for all
Ambassadors. Accordingly, Ambassadors must not advertise or market (which
includes social networking marketing, internet marketing, email marketing,
telemarketing, in person marketing and the production and use of literature,
advertisements, sales aids or other promotional materials such as business
cards, hats and t-shirts) except in an expressly authorized manner as set forth
in the Independent Contractor Ambassador Agreement or as may be expressed
through general publication to all Ambassadors or with the express permission
of Acti Labs through a specific writing to one or more Ambassadors.
The Acti Labs Trademarks
and Acti Labs Content represent Acti Labs’ quality, integrity and service, and
are valuable business assets that support a robust and equitable sponsoring
opportunity for Acti Labs Ambassadors. The Acti Labs Trademarks, when properly
used, lend strength, professionalism and credibility to Acti Labs Businesses.
Accordingly, Acti Labs and Ambassadors have a mutual interest in protecting the
integrity of the Acti Labs Trademarks. For this reason, Ambassadors must use
Acti Labs Trademarks and Acti Labs Content only as permitted by the Independent
Contractor Ambassador Agreement. Any content or trademark visible to the public
must be approved Acti Labs Trademarks and Acti Lab Content made available
through an Ambassador’s Back Office, Personal Websites or as expressly
authorized through general publication to all Ambassadors or through a specific
writing to one or more Ambassadors
Acti Labs is the sole and
exclusive owner of all right, title and interest in the Acti Labs Trademarks
and Acti Labs Content, including all related intellectual property and
proprietary rights, subject only to the specific licenses granted to
Ambassadors in this ARTICLE 8. Except as expressly set forth in this Section
8.2.1, Ambassadors shall not acquire or claim any rights in any Acti Labs
Trademark or Acti Labs Content. No Ambassador’s use of any Acti Labs Trademark
or Acti Labs Content shall give the Ambassador any right, title or interest in
or to the Acti Labs Trademark or Acti Labs Content and all such use and
associated goodwill will inure solely to the benefit of Acti Labs.
Subject to full compliance
with the terms and conditions of the Independent Contractor Ambassador
Agreement and this ARTICLE 8, Acti Labs grants each Ambassador a
non-transferable, non-exclusive right during the term of such Ambassador’s
respective Independent Contractor Ambassador Agreement to use the Acti Labs
Trademarks and Acti Labs Content solely to promote the Acti Labs Products and
to indicate that the Ambassador is an authorized Acti Labs Ambassador.
Ambassadors are not permitted to:
(a) Use any trademark or
service mark confusingly similar to any Acti Labs Trademark or Acti Labs
Content;
(b) Combine any Acti Labs
Trademark or Acti Labs Content with any other mark;
(c) Remove any Acti Labs
Trademark or Acti Labs Content from Acti Labs Products or Official Acti Labs
Material;
(d) Use or register any domain
name that includes any Acti Labs Trademark, Acti Labs Content or any mark confusingly
similar (this also includes profile pages/names, usernames and account
information for other internet identity accounts including Twitter, MySpace,
LinkedIn, Facebook, Blogger, WordPress, Squidoo, Friendster, Digg, YouTube,
Viddler, Vimeo and Second Life);
(e) Use any Acti Labs Trademark
or Acti Labs Content in connection with any products other than genuine Acti
Labs Products;
(f) Use any Acti Labs Trademark
or Acti Labs Content in connection with any other business or opportunity other
than their Acti Labs Business or the Acti Labs Opportunity;
(g) Register or attempt to
register any Acti Labs Trademark or similar trademarks or Acti Labs Content or intellectual property
in any class of products or services as a trademark, copyright and/or patent
anywhere in the world; or
(h) Use any trade name or
business name in connection with their Acti Labs Business that includes any
Acti Labs Trademark or Acti Labs Content.
8.3 Official Acti Labs Materials
Acti Labs has arranged for
approved Official Acti Labs Materials (which includes marketing materials) to
be available to Ambassadors for use in promoting Acti Labs Products and the
Acti Labs Opportunity. These materials are available through an Ambassador’s
Back Office, Personal Websites or as expressly authorized through general
publication to all Ambassadors or through a specific writing to one or more
Ambassadors.
If Ambassadors have
particular needs for certain marketing materials, sales aids, promotional
materials, advertisements, training tools or other literature (including
proposed internet advertising) that display Acti Labs Trademarks or Acti Labs
Content that are not available through the foregoing means, Ambassadors may
submit suggestions/materials to Acti Labs at [email protected], however, Acti Labs is under no obligation to provide such
specially-requested materials or permit the use of such other materials other
than Official Acti Labs Materials. Unless an Ambassador receives specific
written approval from Acti Labs to use such self-developed other materials, the
request shall be deemed denied. Any Ambassador that submits such materials to
Acti Labs agrees to assign to Acti Labs all rights in and to the materials
without compensation or payment of any kind. Unless otherwise specified in
writing, this policy also applies to submissions made as part of any and all
Acti Labs contests, promotions or incentives. All contest, promotion or
incentive submissions shall be the property of Acti Labs. Acti Labs shall not
be obligated to keep such materials confidential and may use or disclose them
for any purpose without further permission from the submitting Ambassador and
without any payment to the submitting Ambassador. Acti Labs may monitor and
document an Ambassador’s promotional activity whether on the internet, in print
or through other means on an ongoing basis.
See Sections 8.3.1 to 8.3.4 below for Acti Labs’
specific policies regarding Ambassador-created materials.
Ambassadors who wish to use
items with Acti Labs Trademarks, including the Acti Labs logos, may use those
approved by Acti Labs through an Ambassador’s Back Office, Personal Websites or
as expressly authorized through general publication to all Ambassadors or
through a specific writing to one or more Ambassadors. Ambassadors are not
permitted to add Acti Labs Trademarks to any other items or merchandise.
Co-branding Ambassador team logos with Acti Labs Trademarks, including the Acti
Labs logos, is not permitted.
Ambassadors are encouraged
to use the Official Acti Labs Material (including flyers and invitations) that
Acti Labs makes available through an Ambassador’s Back Office, Personal
Websites or as expressly authorized through general publication to all
Ambassadors or through a specific writing to one or more Ambassadors.
Ambassadors may not use their own flyers or invitations to advertise or promote
Acti Labs Products or the Acti Labs Opportunity.
If Ambassadors have
particular needs for certain marketing materials, sales aids, promotional
materials, advertisements, training tools or other literature that display Acti
Labs marks that are not available through the foregoing means, Ambassadors may
submit suggestions/materials to Acti Labs at [email protected] Labs.com, however,
Acti Labs is under no obligation to provide such specially-requested materials
or permit the use of such other materials other than Official Acti Labs
Materials. Unless an Ambassador receives specific written approval from Acti
Labs to use such other self-developed materials, the request shall be deemed
denied.
8.3.3 Videos and Digital Media
Ambassadors may use Acti
Labs corporate video, audio or photo content to advertise or promote the Acti
Labs Products and the Acti Labs Opportunity. Corporate videos must be re-posted
in their entirety and may not be modified in any way. It is the Ambassadors’
responsibility to ensure that they are using the most current version of
respective Acti Labs’ video, audio or photo content. Ambassadors may also post
personal video, audio or photo content to share their own story without using
Acti Labs Trademarks or Acti Labs Content. If Ambassadors choose to do so, they
must clearly identify that they, as an Independent Ambassador, and not Acti
Labs, are solely responsible for the content of the respective digital media.
Furthermore, should an Ambassador use the trademarks, trade names, service
marks, copyrights or intellectual property of any third party in any personal
video, audio or photo content, it is solely their responsibility to ensure that
they have received the proper license to use such intellectual property, to pay
the appropriate license fee and ensure they are in compliance with all laws in
connection therewith. No other video, audio or photo content is approved for
Ambassador use and, as such, Ambassadors may not create videos that combine
personal material with the Acti Labs Trademarks or Acti Labs Content. For more
information about posting personal video, audio or photo content see Section
8.11.
The video recording, audio
recording or photographing of guest speakers at Acti Labs corporate events may
be prohibited and Ambassadors must comply with any specific instructions in
that regard. Ambassadors may not produce for sale or distribution any recorded
Acti Labs events or speeches (including video recordings, audio recordings and
photos) without written permission from Acti Labs, nor may Ambassadors
reproduce for sale or for personal use any recording of Acti Labs produced
video or audio presentations.
Ambassadors are encouraged
to use the training tools that Acti Labs has made available through an
Ambassador’s Back Office, Personal Websites or as expressly authorized through
general publication to all Ambassadors or through a specific writing to one or
more Ambassadors, to advertise or promote Acti Labs Products and the Acti Labs
Opportunity. Failure to use training tools that are compliant with these Acti
Labs Policies and Procedures may result in Disciplinary Action.
If Ambassadors have
particular needs for certain marketing materials, sales aids, promotional
materials, advertisements, training tools or other literature that display Acti
Labs marks that are not available through the foregoing means, Ambassadors may
submit suggestions/materials to Acti Labs at [email protected] Labs.com, however,
Acti Labs is under no obligation to provide such specially-requested materials
or permit the use of such other materials other than Official Acti Labs
Materials. Unless an Ambassador receives specific written approval from Acti
Labs to use such other self-developed materials, the request shall be deemed
denied.
As a matter of fairness to
all Ambassadors, Ambassadors are generally not permitted to advertise Acti Labs
Products or the Acti Labs Opportunity on television, radio, billboards,
national print, online publications, through mass mailings or through channels
otherwise deemed inappropriate by Acti Labs, except as approved in writing by
Acti Labs. Should an Ambassador wish to do so, the Ambassador must first seek
written approval from the Compliance Department at [email protected] Acti Labs reserves the right, in its sole discretion, to
deny providing such approval. This policy is necessary to ensure an accurate,
legal and consistent public image for Acti Labs and its Ambassadors.
Subject to the other
requirements of the Independent Contractor Ambassador Agreement, Ambassadors
are permitted to advertise in their local newspaper, community newsletters,
local opportunities, through their local Chamber of Commerce and through
telephone book listings. Telephone directory listings must comply with Section
8.10. Ambassadors may not advertise under the “help wanted” section of any
newspaper or other directory, nor may any advertisement state or imply that the
Ambassador is seeking to employ or hire an individual or that the Ambassador is
an agent or recruiter for Acti Labs. Advertisements may be placed under the
“business opportunity” section of a newspaper or other directory, and the
advertisement must clearly indicate that the opportunity being presented is
that of an independent contractor as an Ambassador for Acti Labs.
8.5 Intellectual Property
Rights and Submission of Ideas to Acti Labs
Should an Ambassador have a
product, business, creative idea, or creative artwork that the Ambassador would
like to sell to Acti Labs as an outside provider, DO NOT SUBMIT that idea or
artwork to Acti Labs without first obtaining a written non-disclosure agreement
from Acti Labs.
8.6 Websites and other Forms of
Electronic Communication
Ambassadors may utilize
internet websites to promote their Acti Labs Business. Ambassadors may sell
Acti Labs Products through their Personal Website and may also direct Customers
to purchase Acti Labs Products through the Acti Labs Website. Should an
Ambassador wish, they may also independently design a Registered External
Website to promote their Acti Labs Business, however, the Ambassador must do so
in accordance with the specific policies and requirements set forth in the
Independent Contractor Ambassador Agreement.
SALES OF ACTI LABS PRODUCTS
OR STARTER KITS THROUGH ANY OTHER WEBSITE, INCLUDING INTERNET AUCTION SITES
SUCH AS EBAY OR AMAZON, THIRD PARTY BULLETIN BOARD WEBSITES SUCH AS CRAIGSLIST
OR KIJIJI, OR AN ONLINE RETAIL STORE OR ECOMMERCE SITE (EVEN IF CREATED BY AN
AMBASSADOR), IS STRICTLY PROHIBITED.
When using Personal
Websites, Registered External Websites and other forms of electronic
communication, all Ambassadors must comply with, in addition to all other applicable
provisions contained in the Independent Contractor Ambassador Agreement, the
following guidelines:
(a) Ambassadors shall abide by
all laws, rules, regulations and ordinances regarding electronic communications
and the collection and disclosure of personal information;
(b) Ambassadors shall not make
offers or solicitations in the guise of research, surveys or informal
communication when the real intent is to sell products or sponsor Ambassadors;
(c) Ambassadors shall not “tag”
themselves in online programs (including Google Maps) as the Acti Labs
headquarters or company office;
(d) Ambassadors operating a
Personal Website or Registered External Website, whether or not they collect
personal information from individual Customers, shall disclose to the Customer
in a prominent place on the website how the Customer information will be used
and how the Ambassador will comply in all respects with applicable data
protection legislation, in relation to the collection, holding, processing, and
use of any such data;
(e) Ambassadors collecting
personal information either online or manually shall provide Customers with the
opportunity to opt into the dissemination and sharing of such information with
third parties, however, if having previously opted in, any Customer requests
that his or its personal information not be shared, Ambassadors shall
immediately stop such use of the data;
(f) Ambassadors may not
distribute content by use of distribution lists or to any person who has not
given specific permission to be included in such a process;
(g) Ambassadors may not
distribute content that is unlawful, harassing, libelous, slanderous, abusive,
threatening, harmful, vulgar, obscene or otherwise objectionable material or
material which could give rise to civil liability or otherwise violate any
applicable law or regulation;
(h) Ambassadors operating a
Personal Website or Registered External Website and directing readers to such
website must make it evident from a combination of the link, and the
surrounding context, to a reasonable reader that the link directs to the site
of an Acti Labs Independent Ambassador. Attempts to mislead web traffic into
believing they are being directed to the Acti Labs Website, when in fact the
traffic is landing on an Ambassador’s website (Personal Website or Registered
External Website) is strictly prohibited; and
(i) Ambassadors’ online
marketing activities must be truthful and shall not be deceptive or mislead
Customers or potential Customers or Ambassadors in any way. Websites and web
promotion activities and tactics that mislead or are deceptive, regardless of
intent, are expressly prohibited.
The determination of whether
or not an Ambassador is compliant with the foregoing guidelines shall be at
Acti Labs’ sole discretion and offending Ambassadors that do not comply with
such guidelines may be subject to Disciplinary Action. Notwithstanding that
Acti Labs has provided the foregoing guidelines, the requirement that all
Registered External Websites and any changes thereto receive Acti Labs’ express
written approval as provided for in Section 8.6.5 (which may be withheld in
Acti Labs’ sole discretion), before the website or any change(s) thereto go
live, shall not be limited or waived in any manner whatsoever.
8.6.2 Domain Names and Email Addresses
Ambassadors may not use or
register any domain name or email address that consists of, or contains, any
Acti Labs Trademark, Acti Labs Content or any mark confusingly similar, except
that Ambassadors may use a domain name or email address that is provided by
Acti Labs in connection with their respective Personal Websites. Domain names
and email addresses used in connection with the promotion of an Ambassadors
Acti Labs Business (including those used in connection with any Personal
Websites and
Registered External
Websites) must be in good taste and exhibit no vulgarity. Acti Labs reserves
the right to prohibit the use of domain names and email addresses deemed
inappropriate by Acti Labs in its sole discretion.
Acti Labs provides Personal
Websites to all Ambassadors when an Ambassador purchases a Starter Kit from
Acti Labs (there is no additional or monthly fee for a Personal Website).
Personal Websites are hosted by or on behalf of Acti Labs, utilize website
templates developed by Acti Labs and help Ambassadors support team growth,
product sales, Downline productivity and Customer satisfaction and retention.
It is the responsibility of
each Ambassador to ensure that his or its Personal Website fully complies with
the Independent Contractor Ambassador Agreement and all applicable laws, rules,
regulations and ordinances. The requirement of compliance also extends to any
social networking site that is linked from an Ambassador’s Personal Website.
Acti Labs reserves the right to disable any link from an Ambassador’s Personal
Website to a non-compliant social networking site or posting. Personal Websites
may not be promoted or marketed via mass media as outlined in Section 8.4.
Acti Labs reserves the
right to receive analytics and information regarding the usage of an
Ambassador’s Personal Website.
8.6.4 Social Networking and Social Media:
Acti Labs encourages
Ambassadors to join social networking sites, online forums, discussion groups,
blogs and other forms of internet communication to leverage the power of the
Acti Labs brand and to communicate the benefits of Acti Labs Products and the
Acti Labs Opportunity. Online social networks may be used to drive traffic to
Personal Websites, Registered External Websites or to the Acti Labs Website.
Social networking sites include such sites as Facebook, LinkedIn, Twitter,
YouTube, etc.
The profiles an Ambassador
generates in any social community where Acti Labs, Acti Labs Products or the
Acti Labs Opportunity are discussed or mentioned must clearly identify the
Ambassador as an “Acti Labs Independent Ambassador,” and when an Ambassador
participates in those communities, Ambassadors must avoid inappropriate
conversations, comments, images, video, audio, applications or any other adult,
profane, discriminatory or vulgar content. The determination of what is
inappropriate is at Acti Lab’s sole discretion and offending Ambassadors may be
subject to Disciplinary Actions in the event content is determined to be
inappropriate. If a link is provided, it must link to the Ambassador’s Personal
Website or to the Ambassador’s Registered External Website that has been
approved by Acti Labs pursuant to Section 8.6.5.
Ambassadors may not use
blog spam, spamdexing or any other mass-replicated methods to leave blog
comments. Comments that Ambassadors create or leave must be useful, unique,
relevant and specific to the blog’s article.
Ambassadors who use social
networking sites must also comply with the rules associated with that
particular website or network. For example, some sites prohibit users from
advertising products or promoting financial opportunities. Government agencies
have established guidelines and rules/laws for what may and may not be
communicated and even an Ambassador’s personal experience may not conform to
these regulatory guidelines. Ambassadors who provide testimonials on social
networking sites and otherwise on the internet are responsible for ensuring
that their testimonials comply with all applicable laws, rules, regulations and
ordinances. Among other things, Ambassadors shall not:
(a) Make any specific income claim
or commitment to any amount of income that others may realize as an Acti Labs
Ambassador;
(b) Make any guarantee of
success; or
(c) Suggest that a specific
amount of inventory must be purchased at the time of enrollment.
Ambassadors may describe,
in general terms, the positive impact of the Acti Labs Opportunity or the
positive results they have personally experienced from using the Acti Labs
Products, so long as such statements are compliant with the rules associated
with the particular website/social network or any applicable regulatory
guidelines or rules/laws of applicable government agencies and the requirements
of Section 8.13 and Section 8.14.
In addition to the
foregoing general provisions, Acti Labs’ specific policies regarding social
networking are as follows:
(a) Ambassadors are Responsible
for Postings: Ambassadors are personally
responsible and liable for their postings and all other online activity that
relates to Acti Labs. Therefore, even if an Ambassador does not own or operate
a blog or social networking site, if an Ambassador makes a post that relates to
Acti Labs or which can be traced to Acti Labs, the Ambassador is responsible
and liable for the posting. Ambassadors are also responsible for postings which
occur on any blog or social networking site that the Ambassador owns, operates
or controls;
(b) Identification as an Acti
Labs Independent Ambassador: Ambassadors must disclose their full names on all postings and
conspicuously identify themselves as Acti Labs Independent Ambassadors (i.e. it
must be clear that Ambassadors are independent contractors). Anonymous postings
or use of an alias is prohibited;
(c) Deceptive Postings: Postings that are
false, misleading or deceptive are prohibited. This includes, but is not
limited to, false or deceptive postings relating to the Acti Labs Products, the
Acti Labs Opportunity, the Independent Contractor Ambassador Agreement and/or
Ambassador biographical information and/or credentials;
(d) Use of Third Party
Intellectual Property: If Ambassadors use the
trademarks, trade names, service marks, copyrights or intellectual property of
any third party in any posting, it is solely their responsibility to ensure
that they have received the proper license to use such intellectual property
and pay the appropriate license fee. All third party intellectual property must
be properly referenced as the property of the third party, and Ambassadors must
adhere to any restrictions and conditions that the owner of the intellectual
property places on the use of its property;
(e) Respecting Privacy: Ambassadors must
respect the privacy of others and be judicious in their postings. Ambassadors
must not engage in gossip or advance rumors about any individual, company or
competitive products or services;
(f) Professionalism: Ambassadors must
conduct themselves with professionalism. This requires that Ambassadors ensure
that their postings are truthful and accurate. Ambassadors should also
carefully check their postings for spelling, punctuation and grammatical
errors. Social networking sites and comments sections are not proper forums to
publish grievances or take retaliatory action. Report any negative posts to the
Compliance Department at [email protected]; and
(g) Prohibited Postings: Ambassadors may not
make any posting, or link to any posting or other material, that: (i) is
sexually explicit, obscene or pornographic; (ii) is offensive, profane,
hateful, threatening, harmful, defamatory, libelous, harassing or
discriminatory (whether based on race, ethnicity, creed, religion, gender,
sexual orientation, physical disability or otherwise); (iii) is solicitous of
any unlawful behavior; (iv) engages in personal attacks on any individual,
group or entity; (v) is in violation of any intellectual property rights
of the Company or any third
party; or (vi) is not consistent with the standards set forth in these Acti
Labs Policies and Procedures.
8.6.5 Registered External Websites
(Non-Personal Websites)
Acti Labs provides
Ambassadors with their own Personal Websites from which they can market the
Acti Labs Products and the Acti Labs Opportunity. However, if an Ambassador
wishes to develop his or its own independent website to promote Acti Labs, Acti
Labs Products or the Acti Labs Opportunity, he or it may do so ONLY IF SUCH
AMBASSADOR FIRST SUBMITS THE WEBSITE TO ACTI LABS FOR REVIEW BEFORE GOING LIVE,
AND RECEIVES ACTI LABS’ EXPRESS WRITTEN APPROVAL OF THE
WEBSITE, which may be
withheld in its sole discretion. Once an independent website is approved by
Acti Labs, in writing, it shall be considered and referred to as a “Registered
External Website”. Ambassadors shall be permitted to have only one Registered
External Website.
Should an Ambassador desire
to make changes to his or its Registered External Website, the Ambassador must
submit the proposed changes to Acti Labs and must receive Acti Labs’ express
written approval to make the changes before going live with the change(s). Acti
Labs reserves the right, at its sole discretion, to request changes to an
Ambassador’s Registered External Website or ask an Ambassador to terminate his
or its Registered External Website.
In addition to the
foregoing general provisions, if an Ambassador chooses to operate a Registered
External Website, Acti Labs shall have strict control over how that website is
designed and structured. Accordingly, all Registered External Websites will be
required to, at a minimum (in addition to all other applicable provisions
contained in the Independent Contractor Ambassador Agreement), comply with the
following guidelines:
(a) The Registered External
Website domain names chosen must comply with Section 8.6.2 and adhere to the
branding and image usage policies described in the Independent Contractor
Ambassador Agreement;
(b) The Registered External
Website shall not confuse a reasonable person into thinking they have landed on
an Acti Labs Website;
(c) The Registered External
Website shall not be confused with any Acti Labs Ambassador team name;
(d) The Registered External
Website shall not contain any discourteous, misleading or off- color word that
detracts from Acti Labs’ image or brand;
(e) The Registered External
Website shall not identify or be confused with a geographical location, region,
state/province name or country; and
(f) The Ambassador proposing to
use the Registered External Website shall agree to redirect or forward the
Registered External Website to the Acti Labs Website home page in the event
such Ambassador’s Independent Contractor Ambassador Agreement is terminated for
any reason.
Notwithstanding that Acti
Labs has provided the foregoing guidelines, the requirement that all Registered
External Websites and any changes thereto receive Acti Labs’ express written
approval, which may be withheld in Acti Labs’ sole discretion, before the
website or any change(s) thereto go live, shall not be limited or waived in any
manner whatsoever.
Blogs or websites developed
on a blogging platform (including any social networking site, forum or blog,
including Twitter, MySpace, LinkedIn, Facebook, Blogger, WordPress, Squidoo, Friendster,
Digg, YouTube, Viddler, Vimeo and Second Life), created by Ambassadors or
others, that are developed primarily
for other purposes, but
mention Acti Labs and direct traffic to an Ambassador’s Personal Website or
Registered External Website do not need to be registered. However, any blog
entries that describe Acti Labs Products or the Acti Labs Opportunity or make
any Acti Labs Product claims must comply with the Independent Contractor
Ambassador Agreement
8.6.6 Social Networking and Online Presence with
Registered External Website-like Features
Acti Labs reserves the sole
and exclusive right to classify an Ambassador’s social networking and online
presence as the functional equivalent of operating an independent website. In
such an instance, the Ambassador will be required to register the independent
website with Acti Labs and adhere to Acti Labs’ policies regarding Registered
External Websites. For example, a blog, a website developed on a blogging
platform and other social networking presence that is developed for the primary
purpose of marketing or promoting the Acti Labs Products or the Acti Labs
Opportunity may be classified by Acti Labs as an independent website and
therefore required to be registered with Acti Labs and comply with all
provisions pertaining to Registered External Websites. For additional
information on Registered External Websites, refer to Section 8.6.5.
8.6.7 Search Engines, Keywords and Meta-Tags
Ambassadors agree to
cooperate fully with Acti Labs so that internet search engines list the Acti
Labs Website as the first search result when an internet user makes a query
containing the name “Acti Labs,” any Acti Labs Trademark or Acti Labs Content.
Ambassadors may not bid on or purchase (or encourage or solicit any third party
to bid on or purchase) any Acti Labs Trademark, Acti Labs Content or any term
containing any Acti Labs Trademark or Acti Labs Content as a meta-tag, keyword,
paid search term, sponsored advertisement or sponsored link used to trigger
search results.
If Ambassadors wish to use
any such meta-tags or search-based advertising programs to advertise Acti Labs
Products or their Acti Labs Businesses, they may do so only using generic,
unbranded search terms such as “cosmetics,” “skincare,” “beauty,” etc.
Ambassadors are also
strictly prohibited from using “blind” internet ads that make product claims,
which are ultimately associated with Acti Labs, Acti Labs Products and/or the
Acti Labs Opportunity. Search engine optimization spam and/or black hat search
engine optimization is strictly prohibited and may result in Disciplinary
Actions. Such techniques include, but are not limited to, unethical link
building, duplicating websites, cloaking webpages, doorway pages, bad
neighborhood link building or other unethical practices.
8.6.8 Sponsored Links/Pay-Per-Click
(PPC) Advertisements
Use of sponsored links or
pay-per-click advertisements (PPC) shall be acceptable, if the advertisement
complies with the following guidelines:
(a) The advertisement must
identify the Ambassador as an “Acti Labs Independent Ambassador”;
(b) The destination URL must be
to an Ambassador’s Personal Website or Registered External Website; and
(c) The advertisement must not
lead the user to assume they are being led to an Acti Labs Website or be
inappropriate or misleading in any manner whatsoever.
Acti Labs reserves the
right to review all sponsored links or pay-per-click advertisements used by an
Ambassador. Should Acti Labs at any time deem such links or advertisements used
by an Ambassador to be inappropriate or misleading in any manner whatsoever,
Acti Labs may, in its sole discretion, require the Ambassador to immediately
terminate and remove such link or advertisement.
8.6.9 Termination of the Ambassador Agreement and
Online Presence
If an Independent
Contractor Ambassador Agreement is terminated for any reason, the Ambassador
must discontinue using all Acti Labs Trademarks and Acti Labs Content, the Acti
Labs name, trade names, service marks or other intellectual property of Acti Labs
and all derivatives of such marks and intellectual property, in any postings
and on all social networking sites that he or it utilizes. If the Ambassador
posts on any social networking site on which he or it has previously identified
himself or itself as an Acti Labs Independent Ambassador, he or it must
conspicuously disclose that he or it is no longer an Acti Labs Independent
Ambassador.
8.6.10 Social Networking and Independent Website Termination
If an Independent
Contractor Ambassador Agreement is terminated for any reason (voluntary or
involuntary), an Ambassador is required to remove all references to Acti Labs
from social networking profile(s) and Registered External Websites from public
view within five (5) days of the date of termination. If the Ambassador has a
specific Acti Labs social networking group presence, he or it is required to
remove his or its social networking group from public view within five (5) days
of the date of termination. The name of the social networking group may be transferred
to another Acti Labs Ambassador, subject to written approval from Acti Labs,
which may be withheld in its sole discretion.
8.7 Spamming and Unsolicited
Advertising (Emails, Messages, Faxes, Etc.)
An Ambassador shall not
use, transmit nor instigate the transmission of mass or bulk, unsolicited
communications by fax, email distribution or similar electronic communication
mail (i.e., similar messages emailed to numerous recipients) or engage in any
other form of “spamming” in connection with the advertising, promotion or sale
of Acti Labs Products, the Acti Labs Opportunity, or the operation of their
respective Acti Labs Businesses. The exceptions to this prohibition are faxes,
email or similar form of electronic communication to:
(a) Any person who gave the
Ambassador prior consent to send such fax or email; or
(b) Any person with whom the
Ambassador has an established business or personal relationship, as defined in
Section 8.9.1. Any email sent by or for an Ambassador advertising or promoting
the Acti Labs Products, the Acti Labs Opportunity or the Ambassador’s Acti Labs
Business must comply with requirements applicable to commercial emailers found
in applicable laws, rules, regulations and ordinances including the Controlling
the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM”) and the
related FTC regulations and Canada’s Anti-Spam Law (or “CASL”).
Without limitation of the
preceding paragraph, any electronic messages sent by email, fax, social
networking sites or other means by an Ambassador advertising or promoting Acti
Labs Products, the Acti Labs Opportunity or the Ambassador’s Acti Labs Business
must meet all of the following requirements:
(a) The email must clearly
identify the Ambassador as the sender of the email and as an Acti Labs
Independent Ambassador;
(b) There must be a functioning
and non-deceptive return email address or fax number to the sender;
(c) There must be a notice that
advises the recipient that he or it may reply to the email, fax or similar
communication, via the functioning return email address or fax number, to
request that future email or fax solicitations or similar correspondence not be
sent to him (a functioning “opt-out” notice);
(d) The communication must
include the Ambassador’s physical mailing address such that the identity of the
sender is not disguised or concealed;
(e) The email must clearly and
conspicuously disclose that the message is an advertisement or solicitation;
(f) The use of deceptive
subject lines and/or false header information is prohibited; and
(g) All “opt-out” requests,
whether received by email or regular mail, must be honored.
It is understood that Ambassadors
may send individual messages via email or social networking sites to persons
they do not know, but who are in the wider network of people they do know.
Ambassadors are required to use their best judgment to respect the privacy and
other interests of such persons and to follow all of the foregoing rules
regarding the transmission of electronic messages.
Acti Labs may periodically
send commercial emails on behalf of Ambassadors and Ambassadors agree that Acti
Labs may send such emails and that the Ambassadors’ physical and email
addresses may be included in such emails as outlined above.
Note: if a complaint is generated in connection with the
subject matter of this Section 8.7, the Ambassador in question, and not Acti
Labs, will have the burden of proof to prove that the complaint is not valid.
Ambassadors should keep an active log of all messages sent and received
(opt-in/out). They may need this information trail if a complaint is received.
Ambassador-created newsletters
may be used for providing members of an Ambassador’s Downline Sales
Organization with information on meetings, functions and events for purposes of
encouragement, motivation and recognition. Ambassadors may use Acti Labs
Trademarks or Acti Labs Content that Acti Labs provides for such purposes in
newsletters that they distribute to their Downline Sales Organization. In
addition to the foregoing, newsletters must comply with the following:
(a) The newsletter must clearly
identify the sending Ambassador as the publisher of the newsletter and must
identify the Ambassador as an Acti Labs Independent Ambassador;
(b) The newsletters must
include the Income Disclaimer and the Product Disclaimer where appropriate (the
Income Disclaimer and the Product Disclaimer are defined/described in SCHEDULE
“A” attached hereto);
(c) The newsletter must not
reference earnings based on recruiting or sponsorship activities;
(d) The newsletter must not be
used to sell, advertise or promote any product, service or program other than
Acti Labs Products or the Acti Labs Opportunity; and
(e) The newsletter may contain
articles and other Acti Labs Content that Acti Labs makes available for such
purposes, provided that: (i) the Acti Labs Content is reproduced exactly as it
originally appeared in the Official Acti Labs Material without any
modification; (ii) Acti Labs or the applicable individual author is credited as
the author of the Acti Labs Content; and (iii) all copyright, trademark and
other proprietary notices are reproduced with the Acti Labs Content as they
originally appeared when provided by Acti Labs.
Each Ambassador represents
and warrants that any material or content that appears in his or its newsletters
(other than material or content provided by Acti Labs) does not and will not
infringe or misappropriate any patent, copyright, trademark, trade secret,
publicity, privacy or other rights of any third person and is not and will not
be hateful, discriminatory or vulgar.
8.9 Marketing and
Sales Venues
Acti Labs strongly
encourages the retailing and selling of its products through person to person
contact. In an effort to reinforce this method of marketing and to help provide
a standard of fairness for its Ambassador base, Ambassadors may not display or
sell Acti Labs Products or Official Acti Labs Material in any retail or service
establishment or otherwise distribute through establishments open or available to
the general public or “walk-in” customers without express prior written
approval from Acti Labs, either through general publication to all Ambassadors
or through a specific writing to one or more Ambassadors. This includes
department stores, health food stores, beauty supply outlets, supermarkets,
pharmacies, mall booths, kiosks, discount establishments, drugstores, specialty
gift shops, or any other business or commercial establishment that is open or
available to the general public. Furthermore, no Ambassador shall sell any Acti
Labs Products to any Customer that the Ambassador knows or has reason to
believe may resell such Acti Labs Products in or through any such
establishment; or solicit or encourage any third party to do any of the
foregoing.
To avoid giving the
appearance of a permanent retail establishment, yard signs and/or other signage
must not be displayed on a stationary object, or permanently installed outside,
or affixed to the windows of an Ambassador’s personal residence or other residence.
Temporary signage or signage affixed to a mobile object may be displayed in
conjunction with a home party, open house or other approved Acti Labs event.
8.9.2 Personal Service Facilities
Subject to the requirements
set forth in this Section 8.9.2, Acti Labs Products may be sold or displayed in
the following personal service facilities if owned and operated by an
Ambassador
(a) Offices and other areas
located in private clubs that are not accessible to or in view of the general public;
(b) The private offices of
professionals who operate by appointment only (e.g., doctors, dentists,
chiropractors, etc.); and
(c) Beauty salons or spas that
operate by appointment only. Acti Labs allows the sales of Acti Labs Products
in such personal service facilities, consistent with local laws, rules,
regulations and ordinances;
Any owner of any such
personal service facility where Acti Labs Products are sold or displayed must
be an Ambassador in good standing. Furthermore, each Ambassador with a personal
service facility is responsible for the actions of his or its non-Ambassador
employees and independent contractors. If any such non-Ambassador employee or
independent contractor engages in any activity which, if performed by the
Ambassador, would violate the Independent Contractor Ambassador Agreement, such
activity will be deemed a violation by the Ambassador and Acti Labs may take
remedial action pursuant to the Independent Contractor Ambassador Agreement and
seek other appropriate remedies against such Ambassador.
8.9.3 Events, Trade Shows, Expositions, Etc.
Ambassadors may display
and/or sell the Acti Labs Products at events that are limited in duration with
an environment that is appropriate for promoting Acti Labs’ brand integrity.
Events consistent with Acti Labs’ brand integrity may include trade shows,
professional expositions, state or provincial fairs, health fairs, conventions
and bridal shows. Swap meets, garage sales or flea markets on
the other hand, are not conducive to Acti Labs professional image. Advance
approval from Acti Labs is not required to attend an event, but Ambassadors
must use their best judgment in deciding whether a particular event is an
appropriate forum to promote Acti Labs Products or the Acti Labs Opportunity.
Ambassadors are responsible
for registering to attend an event and confirming with the event Leader that
all event-specific requirements are met. For example, some promoters have a
policy that allows only one vendor for a product brand to have a display at a
function or may have other policies that prohibit a vendor from participating.
It is therefore the Ambassador’s responsibility to ensure that the promoter
will allow him to display before making a deposit with the promoter. While
representing Acti Labs as Independent Ambassadors at an event, Ambassadors must
personally comply with the Independent Contractor Ambassador Agreement
(including these Acti Labs Policies and Procedures). Ambassadors understand and
agree that they must defend and hold Acti Labs and its Affiliates harmless from
any claims by third parties related to their participation in events not
sponsored by Acti Labs. Acti Labs may engage the services of “anonymous
shoppers” to attend such events in order to monitor compliance with the
Independent Contractor Ambassador Agreement.
Please note that Acti Labs
does not offer liability insurance, will not provide the Company Tax
Identification Number for any event, and will not consign Acti Labs Products,
Official Acti Labs Material or other types of merchandise or materials for
display, use or sale at any event.
Other than sales through
the Acti Labs Website, a Personal Website or a Registered External Website,
sales must be made through person to person marketing to people with whom
Ambassadors have established a business or personal relationship. The term
“business or personal relationship” means an existing or developed relationship
formed by a voluntary two-way communication between an Ambassador and a person
on the basis of:
(a) An inquiry, application,
purchase or transaction by the person regarding Acti Labs Products offered by
the Ambassador; or
(b) A personal or familial
relationship whose relationship has not been previously terminated by either
party.
Acti Labs discourages
Ambassadors from engaging in door-to-door solicitation for sales. Should an
Ambassador conduct business in this manner, he or it must ensure, and shall be
solely responsible for, compliance with all applicable laws, rules, regulations
and ordinances regarding Network Marketing Programs and door-to-door sales or
solicitation in that jurisdiction. Certain jurisdictions impose restrictions on
the time of day during which such solicitation may take place, and/or require
door-to-door sellers to register with local authorities or obtain a
government-issued identification card. These jurisdictions may also impose
fines for non-compliance.
8.10 Telephone Directory Listings
and Advertising
8.10.1 Telephone and Online Directories
An Ambassador who wishes to
appear in a telephone directory or other similar directory must list his name
alphabetically according to surname or, if the Ambassador is a Business Entity,
the trade name or business name of the Business Entity. If the directory
permits, the Ambassador’s name may be followed by the words “Acti Labs
Independent Ambassador” and the Ambassador’s name, address and telephone
number. An Ambassador is permitted to advertise his or its Acti Labs Business
through telephone directory display ads provided he only uses approved Acti
Labs Trademarks.
An Ambassador may use and
advertise toll-free telephone numbers in connection with his or its Acti Labs
Business, which must be listed in accordance with the guidelines above. An
Ambassador may not state or imply that his or its toll-free number is an Acti
Labs number or is linked to any Acti Labs location. In addition,
any use of a toll-free number
in connection with infomercials or any other radio or television programs is
prohibited.
An Ambassador may not
answer (or have any phone answering service or device answer) the telephone by
saying “Acti Labs” or in any manner that would lead the caller to believe that
he has reached Acti Labs or an Acti Labs office. An Ambassador is permitted to
state that he or it is an Independent Ambassador for Acti Labs.
8.10.4 Telemarketing Techniques
Many jurisdictions have
telemarketing laws that restrict telemarketing practices and similar “do not
call” regulations as part of such telemarketing laws. Although Acti Labs does
not consider Ambassadors to be “telemarketers” in the traditional sense of the
word, these government regulations broadly define the term “telemarketer” and
“telemarketing” so that an Ambassador’s inadvertent action of calling someone
whose telephone number is listed on a “do not call” registry could cause him to
violate such laws. These laws, rules, regulations and ordinances must not be
taken lightly, as they carry significant penalties.
Therefore, Ambassadors must
not engage in telemarketing in the operation of their Acti Labs Business. The
term “telemarketing” means the placing of one or more telephone calls to an
individual or entity to induce the purchase of the Acti Labs Products or to
discuss the Acti Labs Opportunity. “Cold calls” made to prospective Customers
or Ambassadors that promote the Acti Labs Products or the Acti Labs Opportunity
constitute telemarketing and are prohibited. Ambassadors shall not place or
initiate any outbound telephone call to any person that delivers any
pre-recorded message (a “robocall”) regarding or relating to Acti Labs Products
or the Acti Labs Opportunity. Similarly, Ambassadors shall not use automatic
telephone dialing systems in the operation of their Acti Labs Businesses (the
term “automatic telephone dialing system” means equipment which has the
capacity to store or produce telephone numbers to be called (using a random or
sequential number generator) and to dial such numbers). However, a telephone
call(s) placed to a prospective Customer or Ambassador (a “prospect”) is
permissible under the following situations:
(a) The Ambassador has an established
business relationship with the prospect based on the prospect’s purchase of
Acti Labs Products from the Ambassador within the eighteen (18) months
immediately preceding the date of a telephone call to induce the prospect’s
purchase of Acti Labs Products;
(b) The Ambassador receives the
prospect’s personal inquiry regarding the Acti Labs Products or the Program
within the three (3) months immediately preceding the date of such a call;
(c) The Ambassador receives
written and signed permission from the prospect authorizing the Ambassador to
call;
(d) The authorization must
specify the telephone number(s) that the Ambassador is authorized to call; or
(e) Ambassadors may call family
members, personal friends and acquaintances. An “acquaintance” is someone with
whom the individual has had at least a first-hand relationship within the
preceding three (3) months.
8.11 Personal Videos and
Digital Media
If any personal video,
audio, photo or other digital content referenced in Section 8.3.3 or other
video, audio photo or other digital content of Acti Labs corporate events or
Acti Labs’ directors, officers, employees, shareholders or trustees is posted
on the internet (on any social networking site or otherwise), Acti Labs
reserves the right, at its sole discretion, to require such video, audio, photo
or other digital content be
immediately removed and not
otherwise displayed. Any such video, audio, photo or other digital content must
be of high quality and, in the sole discretion of Acti Labs, must not portray
Acti Labs or Acti Labs’ Affiliates in a negative light or in a way that may
embarrass or damage the reputation of Acti Labs or the persons appearing in
such digital content. Acti Labs may distribute, reproduce or post on the
internet, video, audio, photo or other digital content that are made available
by Acti Labs for use by Ambassadors.
Ambassadors must not
respond to media inquiries regarding Acti Labs, Acti Labs Products, the Acti
Labs Opportunity or their Acti Labs Business. All inquiries by any type of
media must be immediately referred to the Compliance Department at [email protected] This policy is designed to ensure that accurate and
consistent information is provided to the public as well as a proper public
image.
8.13 The Acti Labs
Opportunity: Claims
WHILE RECRUITING AND
SPONSORING, AMBASSADORS SHALL NOT MAKE REPRESENTATIONS OR INCOME CLAIMS
RELATING TO COMPENSATION OR TO DEMONSTRATE THE EARNING
POTENTIAL OF ACTI LABS
AMBASSADORS. When presenting or discussing the Acti Labs Opportunity or the
Independent Contractor Ambassador Agreement to or with other Ambassadors or
prospective Ambassadors, no matter the setting, Acti Labs Ambassadors MUST make
it clear to the Ambassador or prospective Ambassador that financial success
with Acti Labs requires commitment and effort and MUST never represent that one
can be successful without diligently applying themselves.
Lifestyle claims (e.g., my
Acti Labs Business allowed me to buy a house, retire from my job, allow my
spouse to quit his job, or take a luxury vacation) are considered to be
equivalent to income claims and shall not be made by Ambassadors when
presenting or discussing the Acti Labs opportunity or the Independent
Contractor Ambassador Agreement to or with other Ambassadors or prospective
Ambassadors. Similarly, hypothetical income examples that are used to explain
the operation of the Acti Labs Career Plan are also considered to be analogous
to income claims and shall not be made by Ambassadors when presenting or
discussing the Acti Labs opportunity or the Independent Contractor Ambassador
Agreement to or with other Ambassadors or prospective Ambassadors. WHILE
RECRUITING AND SPONSORING, AMBASSADORS SHALL NOT MAKE REPRESENTATIONS,
LIFESTYLE CLAIMS OR PROVIDE HYPOTHETICAL INCOME EXAMPLES RELATING TO
COMPENSATION OR TO DEMONSTRATE THE EARNING POTENTIAL OF ACTI LABS AMBASSADORS.
ANY WRITINGS, INCLUDING
SOCIAL NETWORKING PERSONAL PROFILES, EMAIL SIGNATURE BLOCKS OR WRITTEN PERSONAL
STORIES SHALL NOT INCLUDE ANY REPRESENTATION, INCOME CLAIM, LIFESTYLE CLAIM OR
HYPOTHETICAL INCOME EXAMPLES RELATING TO COMPENSATION OR TO DEMONSTRATE THE
EARNING POTENTIAL OF ACTI LABS AMBASSADORS.
8.13.2 Tax or Write-Off Claims
Although owning and
operating a home-based business can provide the opportunity for Ambassadors to
take legitimate Tax deductions for their business, there are numerous laws
regarding the allowable deductions. Acti Labs Ambassadors must not make any Tax
write-off or potential Tax savings claims related to Acti Labs to prospective
Ambassadors, but may encourage a prospective Ambassador to seek the advice of a
professional Tax advisor regarding any allowable deductions.
8.13.3 Monetary Incentives or Similar Incentives Prohibited
Ambassadors shall not offer
any monetary “inducement” to encourage others to join an Ambassador’s Downline
Sales Organization and shall not advertise anything to that effect (including
in any advertisements
or literature, an
Ambassador’s Personal Website, an Ambassador’s Registered External Website, any
electronic communication or other digital forum, the media or verbally).
“Inducement” includes offers to pay for or discount any costs associated with
enrolling a potential recruit as an Ambassador, offers of free or discounted
product, gifts or anything of monetary value and offers to provide incentives
if new recruits reach certain milestones within a certain time period. The
initial transaction to become an Ambassador must be a stand-alone transaction
between Acti Labs and the prospective Ambassador and cannot be linked to any
future performance promises.
8.14 Acti Labs
Products: Claims
Ambassadors shall not make
any claims or representations (including personal testimonials) regarding Acti
Labs Products other than those claims and representations found in Official
Acti Labs Material. “Before and after” photos claiming results for conditions
other than those indicated on Acti Labs Product labeling or in Official Acti
Labs Material may not be used for any purpose. Ambassadors may use the “before
and after” photos and product stories that Acti Labs publishes in support of
Acti Labs Products. “Before and after” photos and product testimonials may also
be submitted to Acti Labs for suggested publication. If an Ambassador wishes to
use his own personal “before and after” photos, the subsequent guidelines must
be followed:
(a) The Ambassador must identify
himself or itself as an Independent Ambassador for Acti Labs and the subject of
the photo;
(b) The information shared must
represent the Ambassador’s honest opinions, findings, beliefs and experiences
from using Acti Labs Products;
(c) The information shared must
clearly and conspicuously disclose the substantiation of representations
conveyed (e.g., how often and how long the Acti Labs Products were used or
whether any other products or treatments contributed to the results);
(d) Makeup must be removed and
hair pulled back from the face;
(e) Photos must be in focus, in
a portrait landscape and with a well-lit, plain background;
(f) Photos must be supported by
and consistent with Acti Lab’s label claims;
(g) The “before and after”
photos must be taken under the same conditions; and
(h) Touch-ups and photo editing
are not permitted.
If an Ambassador wishes to
use “before and after” photos or product testimonials of a Customer, friend or
family member, in addition to the foregoing requirements, the Ambassador must
obtain written permission from the person who is the subject of the photos or
testimonial. An Ambassador who posts a “before and after” photo or product testimonial
on social networking sites is responsible for ensuring that all requirements of
this Section 8.14 are met and all other provisions of the Independent
Contractor Ambassador Agreement are complied with. Any other photos or
testimonials relating to Acti Labs Products are considered prohibited product
claims.
8.15 Bonus Buying and Fraudulent
Activities Prohibited
Bonus Buying is fraudulent,
is strictly and absolutely prohibited and shall be considered a breach of the
Independent Contractor Ambassador Agreement.
“Bonus buying” includes:
(a) The enrollment of
individuals or entities as Ambassadors or Customers without the knowledge of
such individuals or entities;
(b) The fraudulent enrollment
of an individual or entity as an Ambassador or Customer;
(c) The enrollment or attempted
enrollment of non-existent individuals or entities as Ambassadors or Customers;
(d) Purchasing Acti Labs
Products on behalf of another Ambassador or Customer, or under another
Ambassador ID Number or Customer profile, to qualify for Bonuses and
Commissions, to buy additional product, to achieve or maintain a certain status
or to warehouse products; and
(e) Employing any other form of
manipulation that violates the spirit and intent of the Independent Contractor
Ambassador Agreement.
8.16 No
Territory Restrictions
There are no exclusive selling, recruiting or marketing territories granted to any Ambassador. No Ambassador shall represent to anyone that there are exclusive franchises or territories available to Ambassadors. Furthermore, no Ambassador shall represent that he, it or anyone else, has the authority to grant, sell, assign, or transfer such franchises or to assign or designate territories, nor shall any Ambassador state or imply that he or it has a given territory, or that any other Ambassador is operating outside his or its territory.
ARTICLE 9 – RESPONSIBILITIES OF AMBASSADORS
Acti Labs wants to provide
its Ambassadors with the best products in the industry. Accordingly, Acti Labs
values constructive input from its Ambassadors. However, negative comments and
remarks made by Ambassadors about Acti Labs, Acti Labs Products, the Acti Labs
Opportunity or the Independent Contractor Ambassador Agreement serve no purpose
other than to sour the enthusiasm of other Acti Labs Ambassadors. For this
reason, and to set the proper example for their Downline Sales Organization,
Ambassadors must not disparage, demean or make negative remarks about Acti Labs
or its Affiliates, other Acti Labs Ambassadors, Acti Labs Products, the Acti
Labs Opportunity or the Independent Contractor Ambassador Agreement.
In addition to the
foregoing, Ambassadors shall not defame, abuse, harass, stalk, threaten or
otherwise violate the legal rights (such as rights of privacy and publicity) of
others and shall not publish, post, unload, distribute or communicate any
inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful
topics, names, materials or information, nor shall they advertise or offer to
sell any goods for any commercial purpose or conduct or forward surveys,
contests, pyramid schemes or chain letters. Should Acti Labs determine, in its
sole discretion, that an Ambassador has engaged in any of the foregoing, it
shall be considered a material breach of the Independent Contractor Ambassador
Agreement and Acti Labs may, at its sole discretion, take Disciplinary Actions,
which may include opting to remove the Ambassador’s Downline Sales
Organization, reducing the Ambassador’s Bonuses and Commissions and/or
terminating the Ambassador’s Independent Contractor Ambassador Agreement.
Complaints or concerns
regarding Acti Labs or Acti Labs Products should be directed to [email protected]
Labs.com. Complaints or concerns regarding other Ambassadors should be directed
to the Compliance Department at [email protected]
9.2 Zero-Tolerance Harassment Policy
Acti Labs has a
zero-tolerance policy regarding harassment of another person by an Acti Labs
Ambassador. Acti Labs expects its Ambassadors to treat each other, as well as
potential Ambassadors and Customers with dignity and respect. Violations of
this policy include:
(a) Intimidating, harassing, or
other aggressive behavior;
(b) Causing repeated conflicts
with Ambassadors or Customers; and
(c) Direct or veiled threats of
harm.
Violations of this policy
will result in termination of the violating Ambassador’s Independent Contractor
Ambassador Agreement. If an Ambassador is a victim of such behavior, it is
important to respond appropriately. Please do not overreact and escalate the
situation. Remain calm and notify Acti Labs’ immediately.
9.3 Reporting
Policy Violations
Each Ambassador will
perform all of his or its business activities in a professional and ethical
manner, which will enhance the Ambassador’s reputation and the positive reputation
of Acti Labs. Ambassadors will be courteous and respectful of every person
contacted including employees and executives of the corporate offices of Acti
Labs, and will conduct their business in a way as to respect the products and
professionalism of Acti Labs and its other Ambassadors. Any Ambassador found in
violation of any provision could face Disciplinary Action.
Ambassadors that witness a violation of the Independent Contractor Ambassador Agreement by another Ambassador are obligated to submit a written report of the violation directly to the attention of the Compliance Department at [email protected] The reporting Ambassador shall provide sufficient detail about the incident, including details about the violation, dates, locations, persons involved, screen shots or other evidence, if available, so as to allow Acti Labs to act. Acti Labs will make every effort to ensure that the reporting Ambassador’s identity and the information such Ambassador shares, remains confidential. Acti Labs reserves the right to decide whether or not to notify the reporting Ambassador of the status of any reported violation.
ARTICLE 10 – ORDERING
All Acti Labs Products, Starter
Kits and other similar Acti Labs related items must be ordered from Acti Labs.
All orders are subject to acceptance by Acti Labs. Orders can be placed via
Personal Websites or Registered External Websites. If an Ambassador purchases
products from another Ambassador or any other source, the purchasing Ambassador
will not receive the Personal Sales Volume that is associated with that
purchase.
10.2 Restrictions on Third Party
Use of Credit Cards, Debit Cards and Bank Accounts
Ambassadors shall not
permit other Ambassadors or Customers to use their Ambassador ID, credit card,
debit card or bank accounts to enroll in or make purchases of Acti Labs
Products from Acti Labs. Acti Labs considers the unauthorized use of another
party’s Ambassador ID, credit card, debit card or bank account to be fraudulent
and will report such actions to the proper authorities for settlement. In
addition, the Ambassador involved may be subject to Disciplinary Actions.
10.3 Shipping and
Handling Charges
Shipping and handling
charges will be applied on applicable orders and will be automatically included
as part of the “Shopping Cart” order entry process.
10.4 Order Payment
and Authorization
All orders must be
accompanied by proper payment, including all applicable shipping and handling
fees and sales taxes. Acti Labs accepts payment in various forms including
credit card and debit card. Whenever an Ambassador places a product order or
Starter Kit order, such Ambassador authorizes Acti Labs to withdraw payment
according to the method of payment on file with or given to Acti Labs
(including any and all sales taxes and all shipping and handling charges). Any
unresolved or outstanding payment or balance owed by an Ambassador to Acti Labs
will be withheld from the Ambassador’s Bonus and Commission payments.
Each Ambassador is solely
responsible for maintaining his or its account with Acti Labs and remitting all
payments due in a timely manner. Should an Ambassador’s account go into
collection, the Ambassador will be responsible for (and will indemnify and hold
harmless Acti Labs and its Affiliates from and against) all costs and fees
incurred by Acti Labs in the collection of the amount due. The Ambassador
agrees to allow Acti Labs to deduct any amount due and any such costs and fees
from the Ambassador’s account and/or any Bonuses, Commissions or other amounts
owing to the Ambassador. If an Ambassador does not have sufficient funds or
credit available, Acti Labs may choose not to accept the Ambassador’s order.
Acti Labs will not contact Ambassadors regarding orders cancelled due to
insufficient funds or credit.
10.6 Credit or Debit
Card Chargebacks
If an erroneous charge is
applied to an Ambassador’s [or Customer’s] credit or debit
card in connection with an Acti Labs Product order, the Ambassador [or
Customer] should immediately contact Acti Labs to initiate an
investigation and resolution. In the event of a disputed charge resulting in a
chargeback, the Ambassador [or Customer] will not be permitted
to purchase Acti Labs Products using a debit or credit card until the dispute
and resulting chargeback is resolved.
The Acti Labs program has
been designed to free Ambassadors from as many administrative and operational
tasks as possible. To this end, in jurisdictions in which Acti Labs Products
are subject to sales tax, Acti Labs collects and remits sales tax on all
Customer purchases as a service to its Ambassadors. Accordingly, Acti Labs will
collect and remit sales taxes to the appropriate agency on the behalf of its
Ambassadors, according to applicable sales tax rates in the jurisdiction where
an order is shipped to (i.e. sales tax collected based on the sale occurring at
the applicable “Ship To” address).
For all orders, the price
subject to sales tax will include the shipping charge, if the jurisdiction
where the products are shipped to requires sales tax be charged on that cost.
As an independent contractor, Ambassadors are responsible for declaring and
paying all applicable Taxes. Accordingly, Ambassadors shall indemnify and hold
harmless Acti Labs and its Affiliates from any liability that Acti Labs or its
Affiliates may incur as a result of an Ambassador’s failure to properly declare
or pay applicable Taxes.
In order for an Ambassador
to be credited for an order in a particular month, the payment must be
processed by 11:59 p.m. Central Time on the last day of the month. For all
orders processed via the Acti Labs Website, Personal Website or Registered
External Website, the cut-off for receipt of orders to be included in Bonus
and/or Commission calculations for any given month is 11:59 p.m. Pacific Time
on the last day of that month. Acti Labs shall not be liable for incorrect,
incomplete, lost or mailed orders.
After Acti Labs has
accepted and processed an order, it will use reasonable efforts to ship the
order to the address specified in the order using a carrier. Risk of loss or
damage will pass to the ordering Ambassador upon the carrier’s confirmation of
delivery to the specified address.
Acti Labs aims to process
and ship product orders within seventy two (72) hours (excluding weekends) of
actual receipt and clearance of payment, however, provides no guarantee that
orders will ship within that time. Orders are processed and shipped on Business
Days only and will not be dispatched until payment has been processed/cleared
and received in full. Orders can only be shipped to a street address within the
Authorized Countries and in most cases Military APO/FPO or Military P.O. Box
addresses.
Acti Labs will use
reasonable efforts to fill Ambassadors’ and Customers’ orders, but will not be
liable for any damages arising from any failure to fill orders or any delay in
delivery.
Some Acti Labs Products may
require special handling as specified by federal, state/provincial and local
regulations governing the shipping of these items. The method of shipment for
these items is dictated by such regulations. Acti Labs complies with such
regulations and therefore the shipment of some Acti Labs Products to certain
locations may not be possible.
11.3 Shipment to
APO/FPO/PO Boxes
Most Acti Labs Products may
be shipped to Military APO/FPO or Military P.O. Box addresses, but some
restrictions may apply. In most cases, such orders cannot be shipped via
overnight or second day service.
11.4 Shipments to Alaska, Hawaii
and to all Provinces and Territories in Canada
Most Acti Labs Products can
be shipped to Alaska, Hawaii and to all Provinces and Territories in Canada,
but some restrictions apply and additional shipping and handling charges may
apply. Priority shipping methods (overnight or second day service) may not be
available for certain locations.
Following placement of an
order with Acti Labs, an order confirmation email will be sent to the email
address linked to the order. An Ambassador (or the Customer for which the order
was in respect of) may contact Acti Labs if such email is not received. Upon
dispatch of an order, depending on the carrier used, a tracking number may be
provided via a shipment confirmation email to the email address linked to the
order. All Ambassadors are responsible for ensuring that Acti Labs has their
current email address and shipping address. Acti Labs is not responsible for
non-receipt of order confirmations due to invalid email addresses or
non-delivery of product orders due to invalid or incorrect shipping addresses.
In some cases, an order may
be returned to Acti Labs if the carrier is unable to deliver it to the
specified shipping address. This may happen because:
(a) The Ambassador or Customer
did not accept the order when it was delivered by the carrier;
(b) The Ambassador or Customer
was unavailable to accept delivery for orders that require signature upon
delivery (it is in Acti Labs’ sole discretion to deliver with or without
signature required); or
(c) The Ambassador or Customer
provided invalid or incorrect shipping information.
When this occurs, Acti Labs
will refund the order (less the cost of shipping and handling) and neither the
Ambassador nor the Ambassador’s Upline will receive any credit for the order.
If the order has already been credited to the Ambassador’s Sales Volume, the
credit (and any associated Bonuses, Commissions, Status Advancements or other
awards and incentives) will be canceled. In cases where the ordered items
included a Starter Kit, the order cancellation will result in termination of
the new Ambassador’s account.
Ambassadors understand that
once orders have been processed they cannot be cancelled, however, Acti Labs
will use reasonable efforts to refund an order placed in error. Since processed
orders cannot be cancelled, an Ambassador must follow the procedure applicable
to returns as set out in ARTICLE 14 to return the order to Acti Labs for a
refund. Replacements or refunds for such orders are also handled in the same manner
as described in ARTICLE 14.
When an item is missing
from an order, the Ambassador or Customer is requested to promptly contact Acti
Labs at [email protected] If Acti Labs determines, in its sole discretion, that the
item was not shipped with the original order, it will use reasonable efforts to
ship the missing item to the address specified by the Ambassador or Customer at
no charge, provided such item is not out-of-stock. For additional information
regarding out-of-stock items, refer to Section 11.9.
Acti Labs’ inventory
control procedures are intended to ensure that shortages of Acti Labs Products
rarely occur. However, should an item not be available, Ambassadors will have
the option of waiting for the backordered item to be re-stocked or cancelling
the order. Acti Labs makes every effort to ensure that Ambassadors receive the
associated sales volume for an out-of-stock item when processing backorders.
Ambassadors who opt to cancel an order will be issued a prompt refund and will
not receive the sales volume associated with the order.
Acti Labs may at any time discontinue the manufacture and/or sale of any Acti Labs Products, or make any changes in their respective prices, quality, performance, standards, grades, contents, place of origin or otherwise, in its sole discretion. Acti Labs will have no liability to any Ambassador based on any such discontinuation or change. When an item is discontinued, orders will not be accepted for such items. Acti Labs will use reasonable efforts to notify Ambassadors of the date of discontinuance.
ARTICLE 12