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.

 

 

 

ARTICLE 1 – INTERPRETATION

 

1.1        Defined Terms

 

Defined terms contained herein are set forth in SCHEDULE “A”.

 

ARTICLE 2 – INTRODUCTION

 

2.1          The Company

 

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.

 

2.2          Ambassador Code of Ethics

 

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 support@Acti-Labs.com.

 

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: admin@acti-labs.com.

(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 Formif applicable) on behalf of the applicant. See Section 6.2 for more information on sponsoring.

 

4.3          Business Entities

 

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 compliance@Acti-Labs.com. 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.

 

4.4          Eligibility

 

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.

 

4.5          Starter Kit

 

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).

 

4.7          Getting Activated

 

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.

 

4.8          Ambassador Benefits

 

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

 

5.1.1       General

 

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.

 

5.1.3       Taxes

 

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.

 

6.2          Sponsoring and Enrolling

 

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 compliance@Acti-Labs.com. 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 compliance@Acti-Labs.com.

 

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).

 

6.8.5       Marriage of Ambassadors

 

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.

 

6.8.6       Divorce/Separation

 

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.

 

6.11        No Marketing in Quebec

 

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.

 

6.15        Insurance

 

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 compliance@Acti-Labs.com.

 

6.17        Minors

 

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.

 

6.18        Requests for Records

 

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.

 

6.20        Purchase Limitations

 

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.

 

6.22        Ambassador Information

 

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.

 

6.23        Security

 

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.

 

7.3          Training to be Documented

 

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

 

8.1          General

 

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.

 

8.2          Trademarks

 

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

 

8.2.1       Trademark Ownership

 

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.

 

8.2.2       License

 

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.

 

8.2.3       Restrictions

 

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 support@Acti-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 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.

 

8.3.1       Trademark Merchandise

 

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.

 

8.3.2       Flyers/Invitations

 

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 support@Acti- 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.

 

8.3.4       Training Tools

 

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 support@Acti- 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.

 

8.4          Mass Media Advertising

 

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 compliance@Acti-Labs.com. 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

 

8.6.1       General

 

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.

 

8.6.3       Personal Websites

 

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 compliance@Acti-Labs.com; 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.

 

8.8          Newsletters

 

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

 

8.9.1       Commercial Outlets

 

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.

 

8.9.4       Other

 

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.

 

8.10.2    Toll-Free Numbers

 

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.

 

8.10.3    Answering the Phone

 

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.

 

8.12        Media Inquiries

 

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 compliance@Acti-Labs.com. 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

 

8.13.1    Income 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

 

9.1          Non-disparagement

 

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 support@Acti- Labs.com. Complaints or concerns regarding other Ambassadors should be directed to the Compliance Department at compliance@Acti-Labs.com.

 

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 compliance@Acti-Labs.com. 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

 

10.1        General

 

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.

 

10.5        Insufficient Funds

 

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.

 

10.7        Sales Tax

 

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.

 

10.8        Cut-Off Date

 

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.

 

ARTICLE 11– SHIPMENTS

 

11.1        General

 

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.

 

11.2        Special Handling

 

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.

 

11.5        Order Tracking

 

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.

 

11.6        Non-Deliverable Orders

 

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.

 

11.7        Cancelled Orders

 

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.

 

11.8        Missing Items

 

When an item is missing from an order, the Ambassador or Customer is requested to promptly contact Acti Labs at support@Acti-Labs.com. 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.

 

11.9        Out-of-Stock Items

 

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.

 

11.10      Discontinued Items

 

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 – SELLING ACTI LABS PRODUCTS

 

12.1        Product Sales

 

The Acti Labs Career Plan is based upon the sale of Acti Labs Products. To be eligible for Bonuses, Commissions and Status Advancement, Ambassador’s must meet the requirements set forth in the Acti Labs Career Plan (as amended from time to time except in the event of a pending arbitration). Regardless of Rank or level of achievement, all Ambassadors have an ongoing obligation to continue to promote sales through the generation of new Customers and through servicing existing Customers.

 

12.2        Pricing Products

 

Ambassadors are independent contractors, however, Ambassadors shall not establish their own price for reselling Acti Labs Products. Ambassadors shall not advertise products for less than the retail price published by Acti Labs. Furthermore, Ambassadors shall not engage in bulk pricing/purchasing or special enticement advertising, including offers of free enrollment with Acti Labs, free shipping or other such offers

 

that grant advantages beyond those made expressly available by Acti Labs through general publication to all Ambassadors or through a specific writing to one or more Ambassadors.

 

12.3        Altering Packaging, Labels and Products

 

Ambassadors may only sell Acti Labs Products in their original packaging and may not repackage, re-label or alter Acti Labs Products, nor the labels on the Acti Labs Products that they sell. Altering an Acti Labs Product in ways other than specified in Acti Labs instructions voids all product warranties and may violate applicable laws, which could result in civil damages or criminal penalties. Acti Labs shall not be liable for any damages that result from altered or improperly used Acti Labs Products.

 

12.4        Sales Receipts and Cancellation Rights

 

When making a sale of an Acti Labs Product to a Customer, other than through the Acti Labs Website, a Personal Website or a Registered External Website, an Ambassador must provide the Customer with two

(2)   copies of a sales receipt at the time of the sale and must retain a copy of such sales receipt. Ambassadors must also retain a copy of all sales receipts for a period of at least two (2) years and shall make all sales receipts available to Acti Labs upon request. Acti Labs reserves the right to verify and inspect all documentation pertaining to Ambassador sales.

 

Any sales receipt provided by an Ambassador to a Customer must comply with any consumer protection rights afforded in the jurisdiction of sale. Accordingly, Ambassadors should ensure that sales receipts provided to Customers at a minimum contain the following information:

 

(a)           The Customer’s name and address;

 

(b)           The Customer’s signature (regardless of whether a credit card was used in the transaction);

 

(c)           Acti Labs’ name, business address, telephone number and where applicable, the email address as follows:

 

Acti Labs LLC 4904 Colt Road

Rockford, Illinois, 61109

support@Acti-Labs.com

 

(d)           The selling Ambassador’s name;

 

(e)           The selling Ambassador’s signature;

 

(f)            The date and place at which the sale occurred;

 

(g)           A description of products or services, sufficient to identify them;

 

(h)           An itemized price of products or services, or both;

 

(i)            The total amount of the sale;

 

(j)            Any additional costs payable, including taxes and shipping costs (if taxes and other additional charges cannot be determined, a description of those charges);

 

(k)           The terms of payment and the amount of future periodic payments, if any;

 

(l)            The currency (if the price is not in the Ambassador’s Home Country currency);

 

(m)          In the case of a receipt in respect of the future delivery of products, future provision of services or future delivery of products together with services: (i) the delivery date for the products or commencement date for the services, or both; (ii) the completion date for providing the services or the products together with services; (iii) the place where products or services will be delivered, or both; and (iv) the specific manner of delivery;

 

(n)           Where applicable, any additional restrictions, limitations, terms and conditions; and

 

(o)           A statement of cancellation rights that conforms to federal and state/provincial statutory requirements applicable to the Ambassador and the sale of Acti Labs Products.

 

The statement of cancellation rights to be included on sales receipts that Ambassadors provide to Customers should be presented as follows:

 

For Ambassadors Selling Anywhere in Canada (Other than Quebec)

 

On the front of the sales receipt indicate the following in 12-point bold type:

 

 

 


 

 

On the back of the sales receipt, indicate the following in 12-point type, with the heading in 12-point bold type:

 

 

 


 

 

For Ambassadors Selling in Quebec

On the front of the sales receipt indicate the following in 12-point bold type:

 

 

 


 

 

On the back of the sales receipt indicate the following in 12-point type, with the heading in 12-point bold type: