IE POLICIES & PROCEDURES

INDEPENDENT EXECUTIVE (IE) POLICIES & PROCEDURES

 

SECTION ONE: INDEPENDENT EXECUTIVE STATUS

1.01 BECOMING AN INDEPENDENT EXECUTIVE

An applicant becomes an Independent Executive ("Independent Sales Representative”) of amwellinc.com when the applicant's completed Application and Agreement has been received and accepted by the Company, by Internet or by mail, at its Home Office. Company reserves the right to decline any Agreement for any reason, at its sole discretion.

An Independent Executive uses his/her best effort to promote and sell products and services of Company to consumers pursuant to the Agreement contained within these Policies and Procedures and Terms and Conditions. In doing so, Independent Executive will maintain the high standards of honesty, and integrity and business ethics when dealing with Consumers, Company or other Company Independent Executives.

1.02 NO FEE or CHARGE REQUIRED

No initial fee or charge is required to become an Independent Executive, However purchase of any enrollment product(s) is recommended.

1.03 INDEPENDENT EXECUTIVE OBLIGATIONS & RIGHTS

Independent Executives are authorized to sell Company products and services and to participate in the Independent Executive Compensation Plan. Independent Executive may sponsor new Independent Executive.

1.04 LEGAL AGE

Independent Executive must be of legal age in the state / province / country of their residence.

1.05 DIVORCE

When a couple sharing Independent Executive entity divorces or separates, Company will continue to pay commission checks in the same manner as before the di­vorce or separation until it receives written notice signed by both parties or a court decree which specifies how future commission checks should be paid, provided and if applicable, the couple has complied with the require­ments of Section 5.03.

1.06 CORPORATIONS, PARTNERSHIPS & TRUSTS

Corporations, partnerships, limited liability companies or other forms of business organizations or trusts may become Independent Executive of Company when, the Agreement is accompanied by a federal ID number. Shareholders, directors, officers, partners, members, beneficiaries and trustees, as applicable of Independent Sales Representative entity must agree to hold such title, and Company will hold each personally liable and bound by the Agreement and these Policies and Procedures and Terms and Conditions.

1.07 FICTITIOUS OR ASSUMED NAMES

A person or entity may not apply as Independent Executive using a fictitious or assumed name.

1.08 INDEPENDENT CONTRACTOR STATUS

Independent Executive is Independent Contractors responsible for determining their own activities without direction or control by Company. They are not franchisees, joint venture, partners, employees or agents of Company and are prohibited from stating or implying, whether orally or in writing, otherwise. Independent Executive has no authority to bind Company to any obligation. Company is not responsible for pay­ment or co-payment of any employee benefits. Independent Executives are responsible for liability, health disability and worker's compensation insurance. Independent Sales Representatives set their own hours and determine how to conduct business, subject to Company Agreement, the Policies and Procedures and Terms and Conditions.

1.09 TAXATION

As Independent Contractors, Independent Executive will not be treated as franchi­sees, owners, employees or agents of Company for federal or state tax purposes including, with respect to the Internal Revenue Code, Social Security Act, federal unemployment act, state unemployment acts or any other federal, state, or local statute, ordinance, rule or regulation. At the end of each calen­dar year, Company will issue to each Independent Executive an IRS Form 1099, as required by law, or other applicable documentation for non-employee compensation as a Independent Executive.

1.10 INDEPENDENT EXECUTIVE IDENTIFICATION NUMBER

Independent Executives are required by federal law to obtain a Social Security num­ber or Federal ID number. This number will identify Independent Executive, or a company assigned number, for purposes of Company's business. The Independent Executive Identification Number must be placed on all orders and correspondence with the Company.

1.11 LEGAL COMPLIANCE

Independent Executives must comply with all federal, state and local statutes, regula­tions and ordinances concerning the operation of their business. Independent Executives are responsible for their own managerial decisions and expenditures in­cluding all estimated income and self-employment taxes.

1.12 NO EXCLUSIVE TERRITORIES

No franchise is granted and there are no exclusive territories for sales or sponsoring purposes. No geographical limitations exist on spon­soring or selling within the United States; provided, however, that Company re­serves the right not to sell product or services or contract with Independent Sales Representatives in specified states / provinces within United States.

 

SECTION TWO: TERM & RENEWAL

2.01 TERM

Subject to the terms of Section 4.01, the Agreement shall have a term, which shall begin on the date of acceptance by Company and end one year from the date thereof (the "Anniversary Date”).

2.02 RENEWAL

Independent Executive must renew annually, on the Anniversary Date and Independent Executive has the right to decline to accept any renewal at its sole discretion. Company may require that Independent Executives execute a new Agreement upon renewal. Independent Executives not renewing by the renewal date shall be deemed to have voluntarily terminated their Independent Executive rela­tionship with Company, and thereby lose their Independent Executive entity, all sponsorship rights, their position in the Compensation Plan and all rights to com­missions and bonuses. Independent Executive who fail to renew their Independent Executive sta­tus may not reapply under a new sponsor for three (3) months after non-renewal.

 

SECTION THREE: SPONSORSHIP

3.01 SPONSORING

Independent Executive may sponsor other Independent Executive into Company's business. Independent Executive must ensure that each potential new Independent Executive has reviewed and has had access to the current Policies and Procedures, Terms and Conditions and Com­pensation Plan prior to or when giving the individual an Agreement.

3.02 MULTIPLE AGREEMENTS

If an applicant submits multiple Independent Executives which list different spon­sors, only the first completed Agreement received by Company will be ac­cepted.

3.03 TRAINING REQUIREMENT

A Sponsor must maintain an ongoing professional leadership association with Independent Sales Representatives in his or her organization and must fulfill the obligation of performing a bona fide supervisory or sales function in the sale or delivery of products and services.

3.04 INCOME CLAIMS

Independent Executives must truthfully and fairly describe the Compensation Plan. No past, potential or actual income claims may be made to prospective Independent Executive, nor may Independent Executives use their own incomes as indications of the success assured to others. Commission checks may not be used as mar­keting materials. Independent Executives may not guarantee commissions or estimate expenses to prospects.

3.05 TRANSFER OF SPONSORSHIP

The company does not permit the transfer of sponsors. Direct Sales is a business of creating relationships. Once an Independent Executive is sponsored, the company believes in maximum protection of that relationship. The only exception is upon prior written ap­proval of Company to correct ethical violations as determined at the sole discre­tion of Company.

3.06 CROSS SPONSORING

Independent Executive may not sponsor, or attempt to sponsor, any non personally sponsored independent Executives in any other Network Marketing Company. In addition, no Independent Executive may participate in any action that causes another Independent Executive to be sponsored through someone else into another network marketing company.

 

SECTION FOUR: RESIGNATION/TERMINATION

4.01 VOLUNTARY RESIGNATION

a) Independent Executive may voluntarily terminate his or her Independent Executive status by failing to renew or by sending thirty (30) days written notice of such resignation or termination to Company. Voluntary resignation is effective upon receipt of such notice by Company.

b) Independent Executive who resigns or terminates their Independent Executive status may reapply as Independent Executive, three (3) months after resignation.

4.02 SUSPENSION

Independent Executive may be suspended for violating the terms of his or her Agree­ment, which includes these Policies and Procedures, the Terms and Conditions and the Compensation Plan and other documents produced by Company. When a decision is made to sus­pend Independent Executive, Company will inform the Independent Executive in writing that the sus­pension has occurred effective as of the date of the written notification, the reason for the suspension and the steps necessary to remove such suspen­sion (if any). The suspension notice will be sent to the Independent Executives "address on file” pursuant to the notice provisions contained in the Policies and Procedures and Terms and Conditions. Such suspension may or may not lead to termination of the Independent Executive as so determined by Company at its sole discretion. If the Independent Executive wishes to appeal, Company must receive such appeal in writing within fifteen (15) days from the date of the suspension notice. Company will re­view and consider the suspension and notify the Independent Executive in writing of its decision within thirty (30)days from the date of the suspension notice. The decision of Company will be final and subject to no further review. Company may take certain action during the suspension period, including, but not limited to, the following:

a) Prohibiting the Independent Executive from holding himself or herself as Independent Executive or using any of Company's proprietary marks and/or materials;

b) Withholding commissions and bonuses that are due the Independent Executive during the suspension period;

c) Prohibiting the Independent Executive from purchasing services and products from Company; and/or;

d) Prohibiting the Independent Executive from sponsoring new Independent Sales Representatives, con­tacting current Independent Executives or attending meetings of Independent Sales Representatives.

If Company, at its sole discretion, determines that the violation, which caused the suspension, is continuing, and has not satisfactorily been resolved or a new violation involving the suspended Independent Sales Representative has occurred, the suspended Independent Sales Representative may be terminated.

4.03 TERMINATION

Independent Sales Representative may be immediately terminated for violating the terms of his or her Agreement, which includes these Poli­cies and Procedures, Terms and Conditions and the Compensation Plan and other documents produced by Company upon written notice. Company may terminate a violating Independent Executive with­out placing the Independent Executive on suspension, at Company's sole discretion. When the decision is made to terminate Independent Executive, Company will inform the Independent Executive in writing at the address in the Independent Executive’s file that the termination has occurred.

4.04 APPEAL

If Independent Executive wishes to appeal the termination, Company must receive the appeal in writing within fifteen (15) days from the date of notice of termina­tion. If no appeal is received within the fifteen (15) day period, the termina­tion will automatically be deemed final. If Independent Executive files a timely notice of appeal, Company will review the appeal and notify the Independent Executive of its deci­sion within ten (10) days after receipt of the appeal.

The decision of Company will be final and subject to no further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice.

4.05 EFFECT OF TERMINATION

Immediately upon termination, the terminated Independent Executive:

a) Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationary or advertising referring to or relating to any product, plan or program of Company.

b) Must cease representing themselves as Independent Executive of Company;

c) Loses all rights to his or her Independent Executive position in the Com­pensation Plan and to all future commissions and earnings resulting there­from;

d) Must take all action reasonably required by Company relating to protection of Company's confidential information. Company has the right to offset any amounts owed by Independent Executive to Company including, without limitation, any indemnity obligation incurred pursuant to Section 11.01 herein, from commissions or other compensation due to the Independent Executive.

4.06 REAPPLICATION

The acceptance of any reapplication of a terminated Independent Executive or the application of any family member of a terminated Independent Executive shall be at the sole discretion of Company and can be denied.

4.07 STATE LAWS

Where state laws on termination are inconsistent with this policy, the applicable state law shall apply.

 

SECTION FIVE: TRANSFERABILITY

5.01 ACQUISITION OF BUSINESS

Any Independent Executive desiring to acquire an interest in another Independent Executive’s business must first terminate his or her Independent Executive status and wait three (3) months before becoming eligible for such a purchase. All such transactions must be fully disclosed and must be approved by Company in advance.

5.02 TRANSFERS OF INDEPENDENT EXECUTIVES

Except as expressly set forth herein, Independent Executive may not sell, assign or otherwise transfer his or her Independent Executive entity (or rights thereof) to another Independent Executive or to an individual which has an interest in Independent Executive entity. Notwithstanding the foregoing, Independent Executive may transfer his or her Independent Executive entity to his or her sponsor, subject to the conditions of Section 5.03. In such an event, the sponsor's entity and the transferring Independent Executive entity shall be merged into one entity.

5.03 CONDITIONS TO TRANSFERABILITY

Independent Executive may not sell, assign, merge or transfer his or her Independent Executive entity (or rights thereto) without the prior written approval of Company and com­pliance with the following conditions:

a) Company possesses the right of first refusal with respect to any sale, assign­ment, transfer or merger of any Independent Executive entity. Independent Executive wishing to sell, assign, transfer or merge his or her Independent Executive entity must first provide Company with the right and option to make such a purchase or receive such transfer in writing on the same terms and conditions as any outstanding or intended offer. Company will advise the Independent Executive within ten (10) business days after re­ceipt of such notice of its decision to accept or reject the offer. If Company fails to respond within the ten (10) day period or declines such offer, the Independent Executive may make the same offer or accept any outstanding offer which is on the same terms and conditions as the offer to Company to any person or entity who is not Independent Executive, married to, or a dependent of Independent Executive or who has any interest in Independent Executive;

b) The selling Independent Executive must provide Company with a copy of all documents which detail the transfer, including, without limitation, the name of the pur­chaser, the purchase price and terms of purchase and payment;

c) An office administration transfer fee of $100.00 must accompany the transfer documents;

d) The documents must contain a covenant made by the selling Independent Executive for the benefit of the proposed purchaser not to compete with the purchaser or attempt to divert or sponsor any existing Independent Executive for a pe­riod of one (1) year from the date of the sale or transfer;

e) Upon a sale, transfer or assignment being approved in writing by Company, the buying Independent Executive must assume the position and terms of agreement of the selling Independent Sales Representative and must execute a current Agreement and all such other documents as required by Company; and

f) Company reserves the right, at its sole discretion, to stipulate additional terms and conditions prior to approval of any proposed sale or transfer. Company re­serves the right to disapprove any sale or transfer, where allowed by law.

5.04 CIRCUMVENTION OF POLICIES

If it is determined, at Company's sole discretion, that Independent Executive entity was transferred in an effort to circumvent compliance with the Agreement, the Policies and Procedures, Terms and Conditions or the Compensation Plan, the transfer will be de­clared null and void. The Independent Executive entity will revert back to the transfer­ring Independent Executive, who will be treated as if the transfer had never occurred from the reversion day forward. If necessary and at Company's sole discretion, ap­propriate action, including, without limitation, termination, may be taken against the transferring Independent Executives to ensure compliance with the Policies and Procedures and Terms and Conditions.

5.05 SUCCESSION

Notwithstanding any other provision of this Section, upon the death of Independent Executive, the Independent Executive will pass to his or her successors in interest as provided by law. However, Company will not recognize such a trans­fer until the successor in interest has executed a current Agreement and submitted certified copies of the death certificate, will, trust or other instru­ment required by Company. The successor will thereafter be entitled to all the rights and be subject to all the obligations of a Company Independent Executive.

5.06 RE-ENTRY

Any Independent Executive who transfers his or her Independent Executive must wait for three (3) months after the effective date of such transfer before becoming eligible to reapply to become a Independent Executive.

 

SECTION SIX: PROPRIETARY INFORMATION

6.01 CONFIDENTIALITY AGREEMENT

During the term of the Agreement, Company may supply to Independent Executives con­fidential information, including, but not limited to genealogical and Downline reports, customer lists, customer information developed by Company or devel­oped for and on behalf of Company by Independent Executives (including, but not limited to, credit data, customer and Independent Executive profiles and product purchase infor­mation), Independent Executive lists, manufacturer and supplier information, business reports, commission or sales reports and such other financial and business information which Company may designate as confidential. All such information (whether in written or electronic format) is proprietary and confidential to Company and is transmitted to Independent Executives in strictest confidence on a "need to know” basis for use solely in Independent Sales Representatives business with Company. Independent Executives must use their best efforts to keep such information confidential and must not dis­close any such information to any third party, or use this information for any non-company activity directly or indirectly while a independent sales representative and thereafter.

Independent Executives must not use the information to compete with Company or for any purpose other than promoting Company's program and its products and services. Upon expiration, non-renewal or termination of the Agreement, Independent Executives must discontinue the use of such confidential information and promptly return any confidential information in their possession to Company.

6.02 COPYRIGHT RESTRICTIONS

With respect to product purchases from Company, Independent Executives must abide by all manufacturers' use restrictions and copyright protections.

6.03 VENDOR CONFIDENTIALITY

Company's business relationships with its vendors, manufacturers and suppli­ers are confidential. Independent Executives must not contact, directly or indirectly, or speak to, or communicate with any supplier or manufacturer of Company except at Company sponsored events at which the supplier or manufacturer is present at the request of Company.

 

SECTION SEVEN: TRADEMARKS, LITERATURE & ADVERTISING

7.01 TRADEMARKS

Companies name trademarks, service marks and copyrighted materials are owned by the Company. The use of such marks and materials must be in strict compli­ance with these Policies and Procedures.

7.02 ADVERTISING & PROMOTIONAL MATERIALS

Only the promotional and advertising materials produced by Company or ap­proved in advance in writing by Company may be used to advertise or promote a Independent Executive’s business or to sell products and services of Company. Company's litera­ture and materials may not be duplicated or reprinted without the prior written permission.

7.03 USE OF COMPANY NAME

Independent Sales Representatives may use the name of Company only in the following format: "Independent Executive for amwellinc.com”.

7.04 STATIONERY AND BUSINESS CARDS

Independent Executives are not permitted to "create” their own stationery, business cards or letterhead graphics, if Company's trade name or trademarks are used. Only the approved Company's graphics version and wording are permitted; letterhead, envelopes and business cards must be ordered using the online/stationery order form.

7.05 ELECTRONIC ADVERTISING

Independent Sales Representatives may not advertise or promote their Independent Sales Representative business or Company's business, products or marketing plan or use Company's name in any elec­tronic media or transmission, including on the Internet via web sites or oth­erwise, without the prior written approval of Company's legal department.

7.06 TELEPHONE LISTING

Independent Executives are not permitted to use Company's trade name in advertising their telephone and telecopy numbers in the white or yellow page sections of the telephone book. Independent Executives are not permitted to list their telephone num­bers under Company's trade name without first obtaining Company's prior written ap­proval. If approval is granted for an "800” listing, it must be stated in the following manner: "Independent Executive for Company”.

7.07 TELEPHONE ANSWERING

Independent Sales Representatives may not answer the telephone by saying "amwellinc.com,” or in any other manner that would lead the caller to believe that he or she has reached the offices of the Company.

7.08 IMPRINTED CHECKS

Independent Executives are not permitted to use Company trade name or any of its trade­marks or service marks on their business or personal checking accounts.

7.09 MEDIA INTERVIEWS

Independent Executives are prohibited from granting radio, television, newspaper tab­loid or magazine interviews or using public appearances, public speaking engagements, or making any type of statement to the public media to pub­licize the Company, its products or Company businesses, without the express prior written approval of Company. All media inquires should be in writing and referred to Company's corporate office, legal department.

7.10 ENDORSEMENTS

No endorsements by a Company officer or administrator or third party may be asserted, except as expressly communicated in Company literature and com­munications. Federal and state regulatory agencies do not approve or en­dorse direct selling programs. Therefore, Independent Executives may not represent or imply, directly or indirectly, that Company's programs, products or services have been approved or endorsed by any governmental agency.

7.11 RECORDINGS

Independent Executives may not produce or reproduce for sale or personal use prod­ucts sold by Company or any Company-produced literature, audio or video material, pre­sentations, events or speeches, including conference calls. Video and/or au­dio taping of Company meetings and conferences is strictly prohibited.

7.12 REPACKAGING PROHIBITED

Independent Executives may not repackage products or materials of Company.

7.13 INDEPENDENT COMMUNICATIONS

Independent Executives, as Independent Contractors, are encouraged to distribute information and direction to their respective Downlines. However Independent Executives must identify and distinguish between personal communications and the official communications of Company.

 

SECTION EIGHT: PAYMENT OF COMMISSIONS

8.01 BASIS FOR COMMISSIONS

Commissions and other compensation cannot be paid until a completed Agreement has been received and accepted by Company. Commissions are paid ONLY on the sale of Company services and products. No commissions are paid on the purchase of Sales materials or for Sponsoring Independent Executives. In order to receive commissions on products and services sold, Company must have received and accepted an Agreement prior to the end of the commission period in which the sale is made.

8.02 COMMISSION PERIOD

A business period refers to the time period opening on the first (1st) day of the commission period and extending up until order entry closes on the last business day of the period (5:00 p.m.). Company offices are open Monday through Friday 9 a.m.-6 p.m., with the exception of certain holidays as posted by Company.

8.03 COMMISSION PAYMENTS

Commissions are paid to "qualified” Independent Executive as defined within the Compensation Plan. Independent Executives must consult the Compensation Plan for a detailed explanation of the benefits, commission structure and require­ments of the Compensation Plan.

8.04 OFFSET OF COMMISSIONS

Any commissions or bonuses earned and paid on products returned is the obligation of and must be repaid to Company by Independent Executives earning such commissions. Company has the right to offset such amounts against future com­missions and other compensation paid or owed to such Independent Executives who received commissions.

 

 

SECTION NINE: PURCHASE & SALE OF PRODUCTS

9.01 STOCKPILING PROHIBITED

The success of Company depends on retail sales to the ultimate consumer; there­fore all forms of stockpiling are prohibited. Company recognizes that Independent Executives may wish to purchase certain products for their own use. However, Company strictly prohibits the purchase of products in unreasonable amounts and prohibits the purchase of products only or primarily to qualify for compensation.

9.02 RETAIL SALES RULES

Independent Executives must save a copy of the Retail Sales Slip given to retail customers; receipt shall be fully completed and in­clude the name, address and phone number of each retail customer and, upon request by Company, provide copies of such receipts to Company. If Company deter­mines that retail sales were not actually made, the Independent Executive must repay Company all commissions earned during the calendar period in which the retail sales were to have been made.

 

9.03 OVER 70% RULE

In order to receive commissions and overrides, Independent Executives must certify on each product order form that they have sold over seventy percent (70%) in dollar value of all products and commissionable services previously purchased by the Independent Executive at wholesale from the company, to Non-Independent Executive consumers. Independent Executives shall maintain retail sales records available to the company for inspected on request.

9.04 ORDERING METHODS

All orders submitted to Company shall have the Independent Executive Identification Num­ber placed thereon to assist Company in crediting the appropriate Independent Executive.

9.05 PAYMENT OPTIONS

Purchases may be paid by cashier's check, ACH, debit card, money order, or major credit card. The Independent Executives and retail customers are responsible for paying the costs of any returned checks plus an administrative fee charged by Company, which fee may change at any time based on past payment history of the customer. If an underpayment is made, the order will not be processed until company receives the full amount. If an overpayment is made, Company will process the order and issue a credit to Independent Executive’s account, which will automatically refund on the next commission check paid to Independent Executive. Orders will not be processed if cancellation of a credit card is made. Orders for products are not effective until accepted by Company. To expedite shipping, Independent Executives may authorize Company to keep a valid credit card on file as security for payment. Overdue amounts will accrue interest at the annual rate of 18% or at a high­er if permitted by law.

9.06 SHIPPING AND HANDLING POLICY

Subject to availability; all products will be shipped by USPS or any other similar service within ap­proximately three (3) business days of receipt of payment. Payment for prod­ucts shall be made at time of order. At Independent Executive’s option, the prod­uct may be shipped to a customer's designated "Ship-To address”, or to the Independent Executive.

9.07 PRODUCT DELIVERY

Upon clearance of payment, the products and materials ordered will be shipped.

9.08 BACK ORDER POLICY

Company will expeditiously ship all products currently in stock. Any out-of-stock items (unless discontinued) will be placed on back order and dis­tributed upon Company receiving additional inventory. Independent Executive will be charged and granted commissions on back ordered items once they are shipped unless notified of the discontinuance of such product. Back orders may be cancelled upon Independent Executive’s request and will create a credit on the Independent Executive’s account.

9.09 DAMAGED GOODS

The shipping company is responsible for any damage that occurs after it takes physical custody of the products. A Independent Executive who receives damaged goods should follow this procedure:

a) Accept delivery;

b) Before the driver leaves, document on the delivery receipt the num­ber of boxes which seem to be damaged and have the driver acknowledge the damage in writing;

c) Save the damaged products or boxes for inspection by the shipping agent;

d) Make an appointment with the shipping company to have the dam­aged goods inspected, and call the Company Customer Service Department.

9.10 SHIPPING LOSS

In the event Independent Executive or a consumer does not receive a prod­uct order from Company in a timely fashion, the individual should contact the Sales Department at amwellinc.com.

9.11 REFUSED SHIPMENTS

Should Independent Executive refuse delivery on any order he or she has placed with Company and such product is subsequently returned to Company; Company shall have the right to place that Independent Executive on suspension pending resolution of the refusal of delivery. Neither Independent Executive nor a consumer shall refuse any ship­ment from Company unless prior approval of Company has been obtained.

9.12 PRICING POLICY

Company will furnish Independent Executive with a discount from its published retail prices in its then current consumer catalog or order form in accordance with its policies. This discount does not apply to literature, business aids, gifts or special promotional items. Prices for Company's products, services and literature are subject to change without prior notice.

9.13 RECEIPTS

Independent Executive must provide all retail purchasers of Company's products with writ­ten receipts.

9.14 RETAIL PRICING

Company provides a suggested retail price as a guideline.

9.15 PROMOTIONAL ITEMS

All promotional items, which bear Company name or logo, must be purchased solely from Company unless prior written permission is obtained from Company.

9.16 SALES TAX

Company may collect sales tax on taxable items.  Independent Executives may be responsible to collect and remit sales tax on personal retail sales to the appropriate tax agencies.

9.17 PLACE OF SALE

The integrity of Company's marketing plan is built upon person-to-person, one-on-one and in-home presentation methods of sale. Company's products may not be sold to or displayed by any retail outlet, including, but not limited to supermarkets or food stores, flea markets or swap meets, permanent restau­rant displays, bars or night clubs or any such similar establishment, conve­nience stores or gas stations.

9.18 PRODUCT & SERVICES CLAIMS

Independent Executives may make no claim, representation or warranty concerning any product or service of Company, except those expressly approved in writing by Company or contained in official Company materials.

9.19 FAX BLASTS, SPAMMING

Fax blasting and unsolicited e-mailing (SPAMMING) is prohibited.

 

SECTION TEN: RETAIL GUARANTEE & REFUND POLICY

10.01 RETAIL CUSTOMER GUARANTEE

Independent Executive offers a thirty(30) day, 100% money-back, and satisfaction guarantee to all retail customers. If a retail customer is dissatisfied with any product for any reason, then the retail customer may return that product in its origi­nal package and shipping container to the Independent Executive who sold the product within thirty (30) days of purchase, for either replacement or a full refund of the purchase price. All other warranties and guarantees are disclaimed.

10.02 WARRANTIES

Except as expressly stated herein, Company makes no warranty or representa­tion as to the merchantability, fitness for a particular purpose, workmanship or any other warranty concerning any product or service purchased from or through Company.

10.03 RETURN POLICIES

To return products you must obtain a return merchandise authorization (RMA) and return the products within 7 days after you receive the RMA. Company will refund the original purchase price of products, and related sales taxes. SHIPPING & HANDLING FEES ARE NOT REFUNDABLE. YOU ARE RESPONSIBLE FOR PRODUCTS UNTIL Company RECEIVES THEM. YOU WILL BE CHARGED A RESTOCKING FEE OF 10% TO RETURN PRODUCTS. Returned products must be in the same condition as you received them. THIS RETURN POLICY IS NOT A WARRANTY.

NOTE: Company will not accept for return any products you purchased from a Reseller. In order to properly process a refund or exchange, Independent Sales Representatives must fol­low the steps and conditions set forth below:

All returns to Company must be accompanied by:

a)     A signed statement from the retail customer identifying the rea­son for the return;

b)      

c)     b) A copy of the original retail sales receipt; and

d)     c) The name, address and telephone number of the retail customer

e)     d) Company will prepay the cost of shipping the replacement product(s).

f)      Independent Sales Representative request for refund may, at company's option, be treated as a termination of the Independent Executive.

 

10.04 BUYER'S RIGHT TO CANCEL

Federal law grants a buyer the right to cancel certain sales without penalty prior to midnight of the third business day after the transaction. This rule covers retail consumer sales of $25.00 or more that occur away from the seller's main office. Independent Executives must orally inform the buyer of the three-day right to cancel at the time the buyer purchases the goods and deliver 2 three-day cancellation notices to every customer.

SECTION ELEVEN: GENERAL PROVISIONS

11.01 INDEMNITY AGREEMENT

Each and every Independent Executive agrees to indemnify and hold harmless Company, its shareholders, officers, directors, employees, agents and successors in in­terest from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and attorneys' fees, asserted against or suffered or incurred by any of them, directly or indirectly arising out of or in any way related to or connected with allegedly or otherwise, the Independent Executives (a) activities as Independent Executive; (b) breach of the terms of the Agreement; and/or (c) violation of or failure to comply with any applicable federal, state or local law or regulation.

11.02 PROCESSING CHARGES

Company reserves the right to institute a processing charge for commission checks and/or genealogy requests.

11.03 OTHER SERVICES & PRODUCTS

Independent Executives may not promote or sell another company's products or ser­vices at functions organized to feature Company's products. Independent Executives are not restricted from selling other company's services and products, which are not similar to or competitive with the products and services of Company. How­ever promotion of competitive services, products and/or business programs with anyone, including Independent Executives, is strictly prohibited.

11.04 LIABILITY

To the extent permitted by law, Company shall not be liable for, and each Independent Executive releases Company from, and waives all claims for any loss of profits, indi­rect, direct, special or consequential damages or any other loss incurred or suffered by Independent Sales Representative as a result of (a) the breach by Independent Executive of the Agreement and/or the Terms and Conditions and/or the Policies and Procedures; (b) the operation of Independent Executive’s business; (c) any incorrect or wrong data or information provided by Independent Executive; or (d) the failure to provide any information or data necessary for Company to operate its business, including, with­out limitation, the enrollment and acceptance of Independent Executive into the Com­pensation Plan or the payment of commissions and bonuses.

11.05 RECORDKEEPING

Company encourages all Independent Executives to keep complete and accurate records of all their business dealings.

11.06 FORCE MAJEURE

Company shall not be responsible for delays or failure in performance caused by circumstances beyond a party's control, such as but not limited to: fire, flood, earthquake, storm, power outages, labor difficulties, strikes, war, government decrees or orders and/or curtailment of a party's usual source of supply.

11.07 VIOLATIONS

It is the obligation of every Independent Executive to abide by and maintain the in­tegrity of the Policies and Procedures and Terms and Conditions. If Independent Sales Representative observes another Independent Executive committing a violation, he or she should discuss the violation di­rectly with the violating Independent Sales Representative. If the Independent Executive wishes to report such violation to Company, he or she must detail violations in writing only and mark the correspondence "Attention: Admin /Legal Department”.

11.08 AMENDMENTS

Company reserves the right to amend the Agreement, Policies and Procedures, Terms and Conditions, its retail prices, product and service availability and the Compensa­tion Plan type at any time without prior notice as it deems appropriate. Amend­ments will be communicated to Independent Executives through official Company website and or official Company publications. Amendments are effective and binding upon submission to the Company website. In the event any conflict exists between the original documents or policies and any such amendment, the amendment will control.

11.09 NON-WAIVER PROVISION

No failure of Company to exercise any power under these Policies and Proce­dures or to insist upon strict compliance by Independent Executive with any obliga­tion or provision herein, and no custom or practice of the parties at variance with these Policies and Procedures, shall constitute a waiver of Company's right to demand exact compliance with these Policies and Procedures. Company's waiver of any particular default by Independent Executive shall not affect or impair Company's rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any other Independent Executives. No delay or omis­sions by Company to exercise any right arising from a default effect or impair Company's rights as to that or any subsequent or future default. An authorized officer of Company can affect waiver by Company only in writing.

 11.10 GOVERNING LAW

The laws of California, United States shall govern the Agreement and these Policies and Procedures for US and Canada Independent Executives and International Arbitration Court for all other Independent Executives fro countries apart from US and Canada.

11.11 DISPUTES

In the event a dispute arises between the Company and a Independent Executive regarding their respective rights, duties under this agreement, or in the event of a claim of breach of the Independent Executive Agreement, it is agreed that such dispute shall be exclusively resolved pursuant to binding arbitration under the Commercial Rules of the American Arbitration Association with arbitration to occur at Tustin CA United States. The Arbitrator may award, in addition to declaratory relief, contractual damages and shall award reasonable attorney’s fees and costs to the prevailing party. An award of attorney’s fees and costs shall continue through any review, appeal or enforcement of an arbitration decision. The arbitration decision may be enforced in any court of competent jurisdiction. This provision shall not be construed so as to prohibit either party from obtaining preliminary or permanent injunctive relief in any court of competent jurisdiction. The parties each expressly waive their right to collect consequential, punitive and exemplary damages from the other party.

11.12 ENTIRE AGREEMENT

The Policies and Procedures are incorporated into the Agreement and, along with the Terms and Conditions and Compensation Plan, constitute the entire agreement of the parties regarding their business relationship.

11.13 SEVERABILITY

If under any applicable and binding law or rule of any applicable jurisdic­tion, any provision of the Agreement, including these Policies and Proce­dures and Terms and Conditions, or any specification, standard or operating procedure which Company has prescribed is held to be invalid or unenforceable, Company shall have the right to modify the invalid or unenforceable provision, specification, standard or operating procedure or any portion thereof to the extent required to be valid and enforceable, and the Independent Sales Representative shall be bound by any such modifica­tion. The modification will be effective only in the jurisdiction in which it is required.

11.14 LIMITATION OF DAMAGES

TO THE EXTENT PERMITTED BY LAW, COMPANY AND ITS INDEPENDENT EXECUTIVES, OFFIC­ERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES, SHALL NOT BE LIABLE FOR, AND INDEPENDENT EXECUTIVES HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM FOR LOSS OF PROFIT, INCIDENTAL, SPE­CIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY ARISE OUT OF ANY CLAIM WHATSOEVER RELATING TO COMPANY PERFORMANCE, NONPERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSI­NESS RELATIONSHIP OR OTHER MATTERS BETWEEN ANY COMPANY AND COMPANY, WHETHER SOUNDING IN CONTRACT TORT OR STRICT LI­ABILITY. COMPANY SHALL NOT EXCEED AND IS HEREBY EXPRESSLY LIMITED TO, THE AMOUNT OF UNSOLD COMPANY SERVICES AND/OR PRODUCTS OF COMPANY OWNED BY THE INDEPENDENT EXECUTIVES AND ANY COMMISSIONS OWED TO THE INDEPENDENT EXECUTIVE.

11.15 NOTICE

Any communication, notice or demand of any kind whatsoever which either the Independent Executive or Company may be required or may desire to give or to serve upon the other shall be in writing and delivered by electronic commu­nication whether by telex, telegram, Email or telecopy (if confirmed in writ­ing sent by registered or certified mail, postage prepaid, return receipt re­quested). Any such communication, notice or de­mand shall be deemed to have been given or served on the date of confirmed dispatch, if by elec­tronic communication, or on the date shown on the return receipt or by other evidence if delivery is by mail.

 

amwellinc.com Offices:

International AMwell Technologies Pte.Ltd.: DBA as amwellinc.com 8, Burn Road, Unit 04-05 Singapore  - 369977

USA & Canada AMwell Technologies Inc: DBA as amwellinc.com 2522 Chambers Road, Suite 100 (unit 312) Tustin, CA 92780, USA