SECTION 1 - INTRODUCTION 1.1 - Policies and Compensation Plan Incorporated Incor porated into SEACRET S EACRET Agent (SA) Agreement These Policies and Procedures, in their present form and as amended at the sole discretion of SEACRET Direct, LLC (hereafter “SEACRET” or the “Company”), are incor porated into, and form an integral part of, SEACRET’s SEACRET Agent (“SA”) Agreement. Throughout these Policies & Procedures, when the term “Agreement” is used, it collectively refers to SEACRET’s SA Application and Agreement, these Policies and Procedures, and SEACRET’s Marketing and Compensation Plan. These documents are incorporated by reference into SEACRET’s SA Agreement (all in their current form and as amended by SEACRET). 1.2 - Changes to the Agreement SEACRET reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By signing the SA Agreement, an SA agrees to abide by all amendments or modifications that SEACRET elects to make. make. Amendments shall be effective Thirty (30) days after after publication of notice that the Agreement has been modified. Notification of amendments shall be published by one or more of the following methods: (1) posting on the Company’s official SA Web site; (2) electronic mail (e-mail); (3) inclusion in Company periodicals or (4) special mailings. The continuation of an SA’s SEACRET business or an SA’s acceptance of bonuses or commissions constitutes acceptance acceptan ce of any and all amendments. 1.3 - Policies and Provisions Severable If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible. 1.4 - Waiver The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws laws governing the conduct of a business. No failure of SEASEACRET to exercise any right or power under the Agreement or to insist upon strict com pliance by an SA with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of SEACRET’s right to demand exact compliance with the Agreement. Agreement. The existence of any claim or cause of action of an SA against SEACRET shall not constitute a defense to SEACRET’s enforcement of any term or provision of the Agreement. SECTION 2 - WORKING WITH SEACRET 2.1 - Requirements to Become an SEACRET Agent
To become a SA, each applicant must:
Be of the age of majority in his or her state of residence; Resident in the United States or a country that SEACRET has officially announced is open for business; Have a valid Social Security or Federal Tax ID number; Submit a properly completed SA Application and Agreement to SEACRET.
2.2 - SA Benefits Once an SA Application and Agreement has been accepted by SEACRET the benefits of the Marketing and Compensation Plan and the SA Agreement are available to the new SA. These benefits include the right right to:
Market SEACRET products and/or services; Participate in the SEACRET Marketing and Compensation Plan (receive bonuses and commissions, if eligible); Sponsor other individuals as SAs into the SEACRET business and thereby, build a marketing organization and progress through the SEACRET Marketing and Compensation Plan; Receive periodic SEACRET literature and other SEACRET communications; Participate in SEACRET -sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and Participate in promotional and incentive contests and programs sponsored by SEACRET for its SAs.
2.3 - Term and Renewal of Your SEACRET Business The term of the SA Agreement is one (1) year from the date of its acceptance by SEACRET. SAs must renew their SA Agreement each year by paying an annual renewal fee of forty-nine dollars ($49) on or before the anniversary date of their SA Agreement. If the renewal fee is not paid within thirty (30) days after the expiration of the current term of the SA Agreement, the SA Agreement will be canceled. SECTION 3 - OPERATING A SEACRET BUSINESS 3.1 - Adherence to the SEACRET Marketing and Compensation Plan SAs must adhere to the terms of SEACRET’s Marketing and Compensation Plan as set forth in official SEACRET literature. SAs shall not offer SEACRET’s opportunity through, or in combination with, any other system, program or method of marketing other than that specifically set forth forth in official SEACRET literature. literature. SAs shall not require or encourage other current or prospective Customers or SAs to execute any agreement or contract other than official SEACRET agreements and contracts in order to become a SEACRET SA. Similarly, SAs shall not require require or encourage other current or prospective Customers or SAs to make any purchase from, or payment to, any individual or other entity to participate in SEACRET’s Marketing and Compensation Plan other than those purchases or payments identified as recommended or required in official SEACRET literature.
3.2 - Advertising 3.2.1 - General All SAs shall safeguard and promote the good reputation of SEACRET and its services and/or products. The marketing and promotion promotion of SEACRET, SEACRET’s opportunity, the Marketing and Compensation Plan and SEACRET products and/or services must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.
To promote both the products and services, and the tremendous opportunity SEACRET offers, SAs must use only the sales tools and support materials produced by SEACRET. The Company has carefully designed its products, product labels, Marketing and Compensation Plan and promotional materials to ensure that they are promoted in a fair, truthful manner that they are substantiated and the material complies with the legal requirements of federal and state laws. Accordingly, SAs must not produce their own literature, advertisements, sales tools and promotional materials, or Internet Web pages. 3.2.2 - SA Web sites If an SA desires to utilize an Internet Web page to promote his or her business, he or she may ONLY do so through the Company’s official Web site, by using official SEACRET templates. 3.2.3 - Trademarks and Copyrights SEACRET will not allow the use of its trade names, trademarks, designs or symbols by any person, including SEACRET SAs, without its prior, written permission. SAs may not produce for sale or distribution any recorded Company events and speeches without written permission from SEACRET, nor may SAs reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations. SAs may not use or attempt to register any of SEACRET’s trade names, trademarks, service names, service marks, product names, the Company’s name or any derivative thereof, for any Internet domain name. 3.2.4 - Media and Media Inquiries SAs must not attempt to respond to media inquiries regarding SEACRET its products or services or their independent independen t SEACRET business. All inquiries by any type of media must be immediately referred to SEACRET’s Marketing Department. 3.2.5 - Unsolicited Email SAs shall not use mass email (spam) as a means of promoting their businesses. SAs may send email to prospective customers and SAs only if they have a personal or business relationship with such individual or if they have received permission from the recipient to send them an email relating to SEACRET’s products, services or program.
3.2.6 - Unsolicited Faxes Except as provided in this section, SAs may not use or transmit unsolicited faxes or use an automatic telephone dialing system relative to the operation of their SEACRET businesses. The term “automatic telephone teleph one dialing d ialing system” means equipment eq uipment which has
the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator and (b) to dial such numbers. The term “unsolicited faxes” means the transmission via telephone facsimile of any material or information advertising or promoting SEACRET, its products and/or services, its compensation plan or any other aspect of the company which is transmitted to any person, except that these terms do not include a fax or e-mail: (a) to any person with that person’s prior express invitation or permission or (b) to any person with whom the SA has an established business or personal relationship. The term “established business or personal relationship” means a prior or existing relationship formed by a voluntary two-way communication between an SA and a person, on the basis b asis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such SA or (b) a personal or familial relationship that has not been previously terminated by either party. 3.2.7 - Telephone Book Listings SAs may list themselves as an “Independent SEACRET Associate” in the white or yellow pages of the telephone directory under their own name as follows:
SA’s Name Independent Business Entrepreneur No SA may place telephone directory display ads using the SEACRET’s name or logo. SAs may not answer the telephone by saying “SEACRET”, “SEACRET Direct”, Direct”, “SEACRET Incorporated” or in any other manner that would lead the caller to believe that he or she has reached the corporate offices of SEACRET. 3.3 - Business Entities A corporation, limited liability company, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a SEACRET SA by submitting an SA Application and Agreement along with a properly completed Business Entity Registration Agreement and a properly completed IRS form W-9. The Business Entity, as well as all of the shareholders, members, partners, trustees or other parties with any ownership interest in, or management responsibilities for, the Business Entity (collectively “Affiliated Party”) are individually, jointly and severally liable for any indebtedness to SEACRET, compliance with SEACRET’s Policies and Procedures, the SEACRET SA Agreement and other obligations to SEACRET.
To prevent the circumvention of Sections 3.17 (regarding transfers and assignments of a SEACRET business) and 3.4, (regarding Sponsorship Changes), if any Affiliated Party wants to terminate his or her relationship with the Business Entity or SEACRET, the Affiliated Party must terminate his or her affiliation with the Business Entity, notify SEACRET in writing that he or she has terminated his or her affiliation with the Business Entity, and must comply with the provisions provisions of Section 3.17. In addition, the Affilitated Party foregoing their interest in the Business Entity may not participate in any other SEACRET business for six (6) consecutive calendar months in accordance with Section 3.4. If the Business Business Entity wishes wishes to bring on any new Affiliated Affiliated Party, it must adhere to the requirements of Section 3.17.
The modifications permitted within the scope of this paragraph do not include a change of sponsorship. Changes of sponsorship are addressed in Section 3.4, below. There is a $25.00 fee for each change requested, which must be included with the written request and the completed SA Application and Agreement. 3.4 - Change of Sponsor
All SA’s have the right to sponsor others. In addition, every person has the ultimate ultimate right to choose his/her own sponsor. If two SA’s should should claim to be the sponsors of the same new SA, the Company shall regard the first application received by the corporate home office as controlling. As a general rule, it is good practice to regard the first SA to meaningfully work with a prospective SA as having first claim to sponsorship. If an error occurs in the sponsorship process, the newly sponsored SA must notify SEACRET within three (3) days of applying. SEACRET will review the SA’s alleged error and SEACRET will have ultimate discretion in determining whether a sponsorship cha nge is warranted. No requests or notices from any SA will be considered by SEACRET if the submission is made after the three (3) day window. An SA may legitimately change organizations by voluntarily canceling his or her SEACRET business and remaining inactive (i.e., no marketing of SEACRET products and/or services, no purchases of precious metals for SEACRET, no sponsoring, no attendance at any SEACRET functions, and no participation in any other form of SA activity or operation of any other SEACRET business) for six (6) full calendar months. Following the six calendar-month period of inactivity, the former SA may reapply under a new sponsor, however, the former SA’s downline will remain in their original line of sponsorship. In cases wherein the appropriate sponsorship change procedures have not been followed, and a downline organization has been developed in the second business developed by an SA, SEACRET reserves the sole and exclusive right to determine the final disposition of the downline organization. Resolving conflicts over the proper placement of a downline that has developed under an organization that has improperly switched sponsors is often extremely difficult. Therefore, SAs WAIVE ANY AND ALL CLAIMS AGAINST SEACRET, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES AND AGENTS THAT RELATE TO OR ARISE FROM SEACRET’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW AN ORGANIZATION THAT HAS IMPROPERLY CHANGED LINES OF SPONSORSHIP. 3.4.1 - Income Claims Because SEACRET SAs do not have the data necessary to comply with the legal requirements for making income claims, an SA, when presenting or discussing SEACRET’s opportunity or Marketing and Compensation Plan to a prospective SA, may not make income projections, income claims or disclose his or her SEACRET income (including the showing of checks, copies of checks, bank statements or tax records).
3.5 - Commercial Outlets Company products or services may only be displayed and sold in retail establishments where the nature of the business is to make appointments with customers (such as salons, doctors' offices, and health clubs where appointments are made for personal training or classes are scheduled) the sale of such products or services within such retail facilities must be conducted by an SA and must be preceded by a discussion where the SA introduces the prospect to the products or services and opportunity just as they would if they had met outside of the retail facility. Company produced literature, banners, or signage only may be displayed on a shelf, shelf, counter, or wall and must be displayed by itself. itself. Com pany products or services may not be sold in any retail establishment, even e ven by appointment, if competitive products or services are sold sold in the establishment. From time to time, the Company may announce policies and rules that expand or contract restrictions on sales in retail establishments. 3.6 - Conflicts of Interest 3.6.1 - Nonsolicitation SEACRET SAs are free to participate in other direct sales, multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”). However, during the term of this Agreement, SAs may may not directly or indirectly recruit other SEACRET SAs or Customers for any other network marketing business.
Following the cancellation of an SA’s independent SA Agreement, and for a period of twelve (12) calendar months thereafter, with the exception of an SA who is personally sponsored by the former SA, a former SA may not recruit any SEACRET SA or Customer for another network marketing business. SAs and the Company recognize that because network marketing is conducted through networks of independent contractors dispersed across the entire United States and internationally, and business is commonly conducted via the Internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, SAs and SEACRET agree that this non-solicitation provision shall apply to all markets in which SEACRET or its affiliated companies conduct business. The term “recruit” means the actual or attempted sponsorship, solicitation, enrollment, encouragement or effort to influence in any other way, either directly, indirectly or through a third party, another SEACRET SA or Customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. 3.6.2 - Sale of Competing Goods or Services SAs must not sell, or attempt to sell, any competing non- SEACRET programs, products or services to SEACRET Customers or SAs. Any program, product or service in the same generic categories as SEACRET products or services are deemed to be competing, regardless of differences in price structure, cost, quality or other distinguishing factors. 3.6.3 - SA Participation in Other Direct Selling Programs If an SA is engaged in other non- SEACRET direct selling programs, it is the responsibility of the SA to ensure that his or her SEACRET business is operated entirely separate and apart from any other program. To this end, the following must must be adhered to:
SAs shall not display SEACRET promotional material, sales aids, products or services with or in the same location as any non- SEACRET promotional material or sales aids, products or services. SAs shall not offer SEACRET’s opportunity, products or services to prospective or existing Customers or SAs in conjunction with any non- SEACRET program, opportunity, product or service.
3.6.4 - Downline Activity (Genealogy) Reports Downline Activity Reports are available for SA access and viewing in the back office of their Web site. site. SA access to their back office is password password protected. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to SEACRET. Downline Activity Reports are provided to SAs in strictest confidence and are made available to SAs for the sole purpose of assisting SAs in working with their respective Downline Organizations in the development of their SEACRET business. SAs should use their Downline Activity Reports to assist, motivate and train their downline SAs. The SA and SEACRET agree that, except for this agreement of confidentiality and nondisclosure, SEACRET would not provide Downline Activity Reports to the SA. An SA shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:
Directly or indirectly disclose any information contained in any Downline Activity Report to any third party; Directly or indirectly disclose the password or other access code to his or her back office; Use the information to compete with SEACRET or for any purpose other than promoting his or her SEACRET business; Recruit or solicit any SA or Customer of SEACRET listed on any report, or in any an y manner attempt to influence or induce any SA or Customer of SEACRET to alter their business relationship with SEACRET; or Use or disclose to any person, partnership, association, corporation or other entity any information contained in any Downline Activity Report.
Upon demand by the Company, any current or former SA will return the original and all copies of Downline Activity Reports to the Company. Co mpany. 3.7 - Errors or Questions If an SA has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports or charges, the SA must notify SEACRET in writing within 60 days of the date of the purported purported error or incident in question. question. SEACRET will not be responsible for any errors, omissions or problems not reported to the Company within 60 days. 3.8 - Governmental Approval or Endorsement Neither federal nor state regulatory agencies or officials approve or endorse any direct 7
selling or network marketing marketing companies or programs. programs. Therefore, SAs shall not represent or imply that SEACRET or its Marketing and Compensation Plan have been "approved", "endorsed" or otherwise sanctioned by any government agency.
3.9 - Holding Applications or Orders SAs must not manipulate enrollments of new applicants and purchases of products. All SA Applications and Agreements and product orders must be sent to SEACRET within 72 hours from the time they are signed by an SA or placed by a customer, respectively. 3.10 - Independent Contractor Status SAs are independent contractors and are not purchasers of a franchise or a business opportunity. The agreement between SEACRET and its its SAs does not create an employer/employee relationship, agency, partnership or joint venture between the Company and the SA. An SA shall not no t be treated as an employee for his or her services or for Federal or State tax purposes. All SAs are responsible for paying local, state and federal taxes taxes due from all compensation earned as an SA of the Company. Company. The SA has no authority (ex pressed or implied), to bind the Company to any obligation. Each SA S A shall establish his or her own goals, hours and methods of sale, so long as he or she complies with the terms of the SA Agreement, these Policies and Procedures and applicable laws. 3.11 - International Marketing No SA may export or sell directly or indirectly to others who export the Company's products, literature, sales aids or promotional material relating to the Company, its products or services or the Company's program from the United States or its possessions or territories to any other country. An SA who chooses to sponsor internationally may do so only in countries in which the Company has registered to operate its business and must comply fully with the Rules Rules of Operation of the Company in in that country. Any violation of this rule constitutes a material breach of this contract and is grounds for immediate termination of the SA.
3.12 - Excess Product Purchases and Bonus Buying SAs must never purchase more products than they can reasonably and must not influence or attempt to influence any other SA to buy more products than they can reasonably use.
Bonus buying is strictly prohibited. Bonus buying includes any mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions or bonuses that is not driven by bona fide product product purchases by end user consumers. Should an SA participate in excess purchasing or bonus buying, they they will be terminated. Further, if bonuses or commissions have been issued by the Company as a result of excess purchases or bonus buying, SEACRET will demand d emand that the SA refund such payments to the Company and SEACRET may pursue its legal rights in connect with the breach of this section of the Agreement.
If it is determined by Company, at its sole discretion, that any promotion has been abused or used for fraudulent purposes, Company may take whatever necessary steps it determines to prevent such action, including but not limited to forfeiture of commissions, refunds, suspension, termination, or legal action.
3.13 - Adherence to Laws and Ordinances SAs shall comply with all federal, state and local laws and regulations in the conduct of their businesses. Many cities and counties have laws regulating certain home-based home-based businesses. In most cases these ordinances are not no t applicable app licable to SAs because beca use of o f the nature of their business. However, SAs must obey those laws that do apply to them. If a city or county official tells an SA that an ordinance applies to him or her, the SA shall be polite and a nd cooperative and immediately send a copy of the ordinance to the Compliance Department of SEACRET. 3.14 - One SEACRET Business Per An SA may operate or have an ownership interest, legal or equitable, as a sole pro prietorship, partner, shareholder, trustee or beneficiary in only one SEACRET business. No individual may have, operate or receive compensation from more than on e SEACRET business.
An exception to the one business per SA rule will be considered on a case-by-case basis in cases of an SA receiving an interest in another business through inheritance. Requests for exceptions to policy must be submitted in writing to the Business Development Department. 3.15 - Actions of Household Members or Affiliated Individuals If any member of an SA’s immediate household engages in any activity that, if performed by the SA, would violate any provision of the Agreement, such activity will be deemed a violation by the SA and SEACRET may take disciplinary action pursuant to the Statement of Policies against the SA. Similarly, if any individual associated in any way with a corporation, partnership, LLC, trust or other entity (collectively “Business Entity”) violates the Agreement, such action(s) will be deemed a violation by the Business Entity and SEACRET may take disciplinary action against the Business Entity. Likewise, if an SA enrolls in SEACRET as a Business Entity, each shareholder, officer, member, partner or other individual or entity with an ownership interest or management responsibility in the Business Entity shall be personally and individually bound to, and must comply with, the terms and conditions of the Agreement.
Unless waived in writing by the Company upon application, the Company will consider each married couple a single SA. Husbands and wives may not sponsor each other directly or indirectly, indirectly, nor have different sponsors. If one spouse is already an SA, SA, the nonparticipating spouse may elect to become an SA, but must join the same SA position as his/her spouse. The Company reserves the right right to reject any applications for new SAs or applications for renewal. Should a husband/wife SA position position divorce, they should notify the Company as to how the SA position is to be managed thereafter. Otherwise, the Company will recognize the final judicial or adjudicatory disposition of the SA position.
3.16 - Roll-up of Marketing Organization When a vacancy occurs in a Marketing Organization due to the termination of a SEACRET business, each SA in the first level immediately below the terminated SA on the date of the cancellation will be moved to the first level (“front line”) of the terminated SA’s sponsor. 3.17 - Sale, Transfer or Assignment of SEACRET Business Although a SEACRET business is a privately owned, independently operated business, the sale, transfer or assignment of a SEACRET business, and the sale, transfer or assignment of an interest in a Business Entity that owns or operates a SEACRET business, is subject to certain certain limitations. If an SA wishes to sell his or her SEACRET business, or interest in a Business Entity that owns or operates a SEACRET business, the following criteria must be met:
The selling SA must offer SEACRET the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer. buy er. SEACRET shall have fifteen (15) days from the date of receipt of the written offer from the seller to exercise its right of first refusal. The buyer or transferee must become a qualified qualified SEACRET SA. If the buyer is an active SEACRET SA, he or she must first terminate his or her SEACRET business and wait six (6) calendar months before acquiring any interest in a different SEACRET business; Before the sale, transfer or assignment can be finalized and approved by SEACRET, any debt obligations the selling party has with SEACRET must be satisfied. The selling party must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign a SEACRET business.
Prior to selling a SEACRET business or Business Entity interest, the selling party must notify SEACRET’s Compliance Department in writing and advise of his or her intent to sell SEACRET’s business or Business Entity interest. The selling party must also receive written approval from the Compliance Department before proceeding with the sale. 3.18 - Separation of a SEACRET Business SEACRET SAs sometimes operate their SEACRET businesses as husband-wife partnerships, regular partnerships, LLCs, corporations, corporations, trusts or other Business Business Entities. At such time as a marriage may end in divorce or a corporation, LLC, partnership, trust or other Business Entity may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship.
During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:
One of the parties may, with consent of the other(s), operate SEACRET’s business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize SEACRET to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee. The parties may continue to operate SEACRET’s business jointly on a “businessas-usual” basis, whereupon all compensation paid by SEACRET will be paid according to the status quo as it existed prior to the divorce filing or dissolution proceedings. This is the default procedure if the parties do not agree on the format set forth above.
Under no circumstances will the Downline Organization of divorcing spouses or a dissolving business entity entity be divided. Similarly, under no circumstances circumstances will SEACRET split commission and bonus payments between divorcing spouses or members of dissolving entities. SEACRET will recognize recognize only one Downline Organization and will issue only one commission payment per SEACRET business per commission cycle. Commission payments shall always be issued to the same individual or entity. entity. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the dis position of commissions and ownership of the business in a timely fashion as determined by the Company, the SA Agreement shall be involuntarily canceled, and SEACRET will roll-up their entire organization pursuant to Section 3.16. If a former spouse has completely relinquished all rights in the original SEACRET business pursuant to a divorce, he or she is thereafter free to enroll under any sponsor of his or her choosing without without waiting six (6) (6) calendar months. In the case of business entity dissolutions, the former partner, shareholder, member or other entity affiliate who retains no interest in the business must wait six (6) calendar months from the date of the final dissolution before re-enrolling re-enrolling as an SA. In either case, the former spouse or business affiliate shall have no rights to any SAs in their former organization or to any former retail customer. They must develop the new business in in the same manner as would any other new SA. 3.19 - Sponsoring Online When sponsoring a new SA through the online enrollment process, the sponsor may assist the new applicant in filling out the enrollment materials. However, the applicant must personally review and agree to the online application and agreement, SEACRET’s Policies and Procedures and SEACRET’s Compensation Plan. The sponsor may not fill out the online application and agreement on behalf of the applicant and agree to these materials on behalf of the applicant.
It is essential to the success of the Company, its SAs and customers that submissions of transactions to the Company maintain integrity of communication. It is to be ex pected that all transaction submissions to the Company including, but not limited to SA applications, SA communications, SA financial transactions and c onsumer transactions, be submitted by the individual or entity involved in the transaction. Third party submission of any and all transaction submissions is prohibited. An SA may not communicate
any transaction submissions on behalf of another SA, SA applicant or customer. This rule is applicable to any and all forms of transaction submissions, including, but not limited to, online, telephone, fax, email, etc. 3.20 - Succession Upon the death or incapacitation of an SA, his or her business may be passed to his or her heirs. Appropriate legal documentation must be submitted submitted to the Company to ensure the transfer is proper. Accordingly, an SA should consult an attorney attorney to assist him or her in the preparation of a will will or other testamentary instrument. instrument. Whenever a SEACRET business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased SA’s marketing organization provided the following qualifications qualifications are met. The successor(s) must:
Execute an SA Agreement; Comply with terms and provisions of the Agreement; Meet all of the qualifications for the deceased SA’s status; The devisee must provide SEACRET’s with an “address of record”; If the business is bequeathed to joint devisees, they must form a business entity and acquire a Federal Taxpayer Identification Number. SEACRET will issue all bonus and commission payments and one 1099 to the business entity.
3.20.1 - Transfer Upon Death of an SA To effect a testamentary transfer of a SEACRET business, the executor of the estate must provide the following to SEACRET’s: (1) an original death certificate; (2) certified letters testamentary or a letter of administration appointing an executor; and (3) written instructions from the authorized executor to SEACRET specifying to whom the business and income should be transferred. 3.20.2 - Transfer Upon Incapacitation of an SA To effectuate a transfer of a SEACRET business because of incapacity, the successor must provide the following to SEACRET: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer SEACRET’s business; and (3) a completed SA Agreement executed by the trustee. 3.21 - Telemarketing Techniques The Federal Trade Commission and the Federal Communications Commission each have laws that restrict restrict telemarketing practices. Both federal agencies (as well well as a num ber of states) have “do not call” regulations as part of their telemarketing laws. Although SEACRET does not consider SAs to be “telemarketers” in the traditional sense of the word, these government regulations broadly define the term “telemarketer” and “telemarketing” so that an SA’s inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause him or her to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties (up to $11,000.00 per violation).
Therefore, SAs must not engage in telemarketing in the operation of their SEACRET businesses. The term “telemarketing” “ telemarketing” means the placing of one or more telephone calls to an individual or entity to market and promote SEACRET products or services, or to recruit and individual or entity for SEACRET’s opportunity. “Cold calls” made to pros pective customers or SAs that promote either SEACRET’s products or services or the SEACRET opportunity constitute telemarketing and are prohibited. However, a tele phone call(s) c all(s) placed to a prospective customer or SA (a “prospect”) is permissible under un der the following situations:
If the If the SA has an established business business relationship with with the prospect. An “established business relationship” is a relationship between an SA and a prospect based on the prospect’s purchase, rental or lease of goods or services from the SA, or a financial transaction between the prospect and the SA, within the eighteen (18) months immediately preceding the date of a telephone call to induce the pros pect’s purchase of a product or service. The prospect’s personal inquiry or application regarding a product or service offered by the SA within the three (3) months immediately preceding the date of such a call. If the SA receives written and signed permission from the prospect authorizing the SA to call. The authorization must specify the telephone number(s) number(s) that the the SA is authorized to call. An SA may call family members, personal friends friends and acquaintances. An “acquaintance” is someone with whom the SA has at least a recent first-hand relationship within the preceding three (3) (3) months. Bear in mind, however, that if if an SA engages in “card collecting” with everyone he or she meets and subsequently calls them, the FTC may consider this a form of telemarketing that is not subject to this exemption. Thus, if an SA engages in calling “acquaintances,” he or she must make such calls on an occasional basis only and not make this a routine practice. In addition, SAs shall not use automatic telephone dialing systems relative to the operation of their SEACRET businesses. The term “automatic telephone dialing system” means equipment that has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers. Distributors shall not place or initiate any outbound telephone call to any person that delivers any pre-recorded message (a “robocall”) regarding SEACRET products, services or opportunity.
3.22 - Back Office Access SEACRET makes online back offices available to its SAs. SAs. Back offices provide SAs access to confidential and proprietary information that may be used solely and exclusively to promote the development of an SA’s SEACRET business and to increase sales of
SEACRET products or services. However, access to a back office is is a privilege, and not a right. SEACRET reserves the right right to deny an SA’s access to the back office at its its sole discretion. 3.23 - Seventy Percent (70%) Rule SEACRET will strictly adhere to the policy that prior to honoring an order for product by an Independent Distributor, the SA must certify that he/she has sold at retail at least 70% of all prior prior inventory purchased. An SA will be allowed by SEACRET to to purchase a reasonable amount of product for personal use and enjoyment as well as to be used as sales samples. SEACRET will monitor compliance with this rule, and any fraudulent information supplied by the SA will be grounds for termination of the distributorship of the violating party. For this reason, it is important that the SA keep accurate sales records. SECTION 4 - RESPONSIBILITIES OF SAS 4.1 - Change of Address, Telephone and E-Mail Addresses To ensure timely delivery of products and support materials, it is critically important that SEACRET’s files are current. Street addresses are required required for shipping since UPS UPS cannot deliver to a post office box. SAs must amend amend their contact information information through their SA Back Office as necessary. SAs and customers will be charged shipping fees for orders that are shipped to an incorrect or outdated address provided to SEACRET. 4.2 - Continuing Development Obligations 4.2.1 - Ongoing Training Any SA who sponsors another SA into SEACRET must perform a bona fide assistance and training function to ensure that his or her downline is properly operating his or her SEACRET business. business. SAs must have ongoing contact and communication with the SAs in their Downline Organizations. Examples of such such contact and communication may include, but are not limited to: newsletters, written written correspondence, personal meetings, telephone contact, voice mail, electronic mail and the accompaniment of downline SAs to SEACRET meetings, training sessions and other functions. Upline SAs are also also responsible to motivate and train new SAs in SEACRET product and services knowledge, effective sales techniques, SEACRET’s Marketing and Compensation Plan and compliance with Company Policies and Procedures. Communication with and the training of downline SAs must not, however, violate Section 3.2 (regarding the development of SA produced sales aids and promotional materials).
SAs should monitor the SAs in their Downline Organizations to guard against downline SAs making improper product or business claims, or engaging in any illegal or inap propriate conduct. 4.2.2 - Increased Training Responsibilities As SAs progress through the various levels of leadership, they will become more ex perienced in sales techniques, product knowledge and understanding of SEACRET’s program. They will be called upon to share this knowledge with less experienced SAs within their organization.
4.2.3 - Ongoing Sales Responsibilities Regardless of their level of achievement, SAs have an ongoing obligation to continue to personally promote SEACRET’s services through the generation of new customers and through servicing their existing customers. 4.3 - Nondisparagement SEACRET wants to provide its independent SAs with the best products, compensation plan and service service in the industry. industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the SA Services Department. Remember, to best serve serve you, we must hear from you! While SEACRET welcomes constructive input, negative comments and remarks made in the field by SAs about the Company, its products or compensation plan serve no purpose other than to sour the enthusiasm of other SEACRET SAs. SAs. For this reason, reason, and to set the proper example for their downline, SAs must not disparage, demean or make negative remarks about SEACRET, other SEACRET SAs, SEACRET’s products, the Marketing and Com pensation plan or SEACRET’s directors, officers or employees. SECTION 5 - VOLUME REQUIREMENTS 5.1 - Product Sales The Company sales and marketing program is based upon retail sales to the ultimate consumer. Every aspect of the program is designed to assist our SA in the marketing of fine products and services to the general consuming public. As a dual consumer safeguard, of the utmost importance to the Company is the policy that an SA should purchase products and services in commercially reasonable quantities, and under no circumstances may an SA cause others othe rs to purchase products or services in amounts that are not reasona bly expected to be sold to the consuming public or in unreasonable amounts for personal or family use. In furtherance of these policies, the Company has adopted specific rules rules on retail sales and retailing retailing referenced as the Company retail rules. In the interest of protecting the consumer and the opportunity of its SA, the Company will enforce this rule through ongoing training and verification.
Company Retail Rule. Although the primary function function of the Company is to sell products products and and services services to the general general consuming consuming public, public, the the Company Company realizes realizes that its SA may wish to purchase product for personal or family use in reasonable amounts. For this reason, the Company defines a retail sale to include sales to nonparticipants, as well as purchases for personal or family use in reasonable amounts, which are not made solely for pur poses of qualif qualificati ication on or advancement. advancement. This is a standard standard follow followed ed by leading leading direct direct selling selling companies. Notwithstanding this policy, policy, the Company, in order to specifically further further retail selling, has adopted a requirement that a representative will not be eligible for bonuses or overrides unless he/she has met the specific customer volume requirement established by the Company. This volume requirement can be achieved through a combination combination of business referrals and/or non-participant retail sales including purchases for personal or family use in reasonable amounts. Retail Sales Rule Audit Verification Verification Program. In its effort to support and enforce the retail sales rule, the Company on a quarterly basis will conduct random audit verifica-
tion follow-ups. Representatives of the Company will contact the SA to further verify verify compliance with the retail sale rule. An SA should maintain records and be prepared to assist Company representatives in their task. 5.2 - No Territory Restrictions There are no exclusive territories territories granted to anyone. Your business position position is not a franchise, no franchise fees are required. 5.3 - Receipts SAs must provide their customers with two (2) copies of an official SEACRET sales receipt at the time time of the sale. These receipts set forth forth the Customer Satisfaction Satisfaction Guarantee as well as any consumer protection rights afforded by federal or state law. SAs must maintain all receipts for a period of two (2) years and furnish them to SEACRET at the Company’s request. Records documenting the gold purchases of SAs’ customers will be maintained by SEACRET.
Remember that customers must receive two (2) copies of the sales receipt. In addition, SAs must orally inform the buyer of his or her cancellation rights. SECTION 6 - BONUSES AND COMMISSIONS 6.1 - Bonus and Commission Qualifications An SA must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as an SA complies with the terms of the Agreement, SEACRET shall pay commissions to such SA in accordance with the Marketing and Compensation plan. Commissions and bonuses are paid to SAs via check. The minimum amount for which SEACRET will issue payment to an SA is twenty dollars ($20.00). If an SA’s bonuses and commissions do not equal or exceed twenty dollars ($20.00), the Company will accrue the commissions and bonuses until they total twenty dollars ($20.00). Payment will be issued once twenty dollars ($20.00) has been accrued.
If it is determined by Company, at its sole discretion, that the promotion has been abused or used for fraudulent purposes, Company may take whatever necessary steps it determines to prevent such action, including but not limited to forfeiture of commissions, refunds, suspension, termination, or legal action. 6.2 - Adjustments to Bonuses and Commissions 6.2.1 – Adjustments for Returned Products SAs receive bonuses and commissions based on the actual sales of products and services to end consumers. When a product is returned to SEACRET SEACRET for a refund or is rere purchased by the Company, the bonuses and commissions attributable to the returned or repurchased product(s) will be deducted in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered, from the upline SAs who received bonuses and commissions on the sales of the refunded products. produ cts.
6.2.2 – Payments The Company pays retail commissions on a weekly basis, and bonuses and commissions to SAs via check on a monthly schedule. schedule. No payments will be issued to to the SA until the SA has accrued at least twenty dollars ($20.00) in bonuses and commissions. Checks that are not cashed within ninety (90) days of issuance will be void. void. SAs will be charged a $15.00 fee reissued checks. 6.3 - Reports All information provided by SEACRET in online or telephonic downline activity re ports, including but not limited to personal p ersonal and group sales volume (or any part thereof), and downline sponsoring activity activity is believed to be accurate and reliable. Nevertheless, due to various factors including but not limited to the inherent possibility of human, digital and mechanical error; the accuracy, completeness and timeliness of orders; denial of credit card and electronic check payments; returned products; or credit card and electronic check charge-backs; the information is not guaranteed by SEACRET or any persons creating or transmitting the information.
ALL PERSONAL AND GROUP SALES VOLUME INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR, BUT WITHOUT WITHOUT LIMITATION, THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SEACRET AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LSABLE TO ANY SA OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTSAL, INCIDENTAL, SPECSAL OR PU NITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND/OR GROUP SALES VOLUME INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES OR COMMISSIONS, LOSS OF OPPORTUNITY AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE INFORMATION), EVEN IF SEACRET OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, SEACRET OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LSABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LSABILITY, PRODUCTS LSABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO. Access to and use of SEACRET’s online and telephone reporting services and your reliance upon such information is at your own risk. All such information is is provided to you “as is”. If you are dissatisfied dissatisfied with the accuracy or quality of the information, information, your sole and exclusive remedy is to discontinue use of and access to SEACRET’s online and telephone reporting services and your reliance upon the information.
SECTION 7 - PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE 7.1 - Product Guarantee SEACRET offers all retail customers a thirty day (30) 100 percent (100%) money back guarantee on product purchases. If, for any an y reason, a customer is dissatisfied with any SEACRET product, the customer may return product for a replacement or full refund within thirty thirty (30) days of purchase. Shipping costs are not refundable. Refunds will be issued within thirty days of SEACRET’s receipt of refund request and return of product. Please call customer service for instructions.
If an SA returns more than $300.00 in products in any twelve (12) consecutive month period, it shall constitute co nstitute the SA’s request to cancel his h is or her SA S A Agreement, and the return shall be treated as an inventory return pursuant to Section 7.2. 7.2 - Return of Products/Inventory by SAs Upon Cancellation SAs may cancel the SA Agreement any time prior to midnight of the third (3 rd ) business days of the initial execution of the agreement and receive a full refund of all distri butorship fees. SASs may only return products that he or she personally purchased p urchased from SEACRET (purchases from other SAs or third parties are not subject to refund) and which are in resalable condition and which have been purchased within thirty (30) days of cancellation (unless the product is subject to an expiration date, in which case the product must be returned at least three (3) months prior to expiration). Upon receipt of Resalable products, the SA will be reimbursed 90 percent of the net cost of the original purchase price(s). Shipping charges are not refundable. If the purchases were made through a credit card, the refund will be credited back to the same account provided the merchant account used for the purchase is still be used by the company. Otherwise, the SA will be issued the refund refund via check. Inventory certified as sold under the 70% Rule is not available for return.
The return policy for products and sets is Thirty (30) days. Re-salable products will be reimbursed ninety (90) percent of the net cost of the original purchase price(s). Shipping charges are not refundable. Products that have been opened or used are non-saleable and will not be refunded. Set that have missing products or products that were opened or used are considered non-saleable and will not be refunded. 7.2.1 - Montana Residents A Montana resident may cancel his or her SA Agreement within fifteen (15) days from the date of enrollment, and may return his or her sales aids for a full refund within such time period. 7.3 - Procedures for All Returns Instructions for returns are contained in the SEACRET Product Return Form, which can be downloaded at www.seacretdirect.com.
SECTION 8 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS 8.1 - Disciplinary Sanctions Violation of the Agreement, these Policies and Procedures, or any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by an SA that, in the sole discretion of the Company may damage its reputation or goodwill (such damaging act or omission need not be related to the SA’s SEACRET business), may result, at SEACRET’s discretion, in one or more of the following corrective measures:
Issuance of a written warning or admonition; Requiring the SA to take immediate corrective measures; Imposition of a fine, which may be withheld from bonus and commission payments; Loss of rights to one or more bonus bo nus and commission payment; Withholding all or part of the SA’s bonuses and commissions during the period that SEACRET is investigating any conduct allegedly violating the Agreement. If an SA’s business is canceled for disciplinary reasons, the SA will not be entitled to recover any commissions withheld during the investigation period; Suspension of the individual’s SA Agreement for one or more pay periods; Involuntary termination of the offender’s SA Agreement; Suspension and/or termination of the offending SA’s SEACRET Web site or Web site access; Any other measure expressly allowed within any provision of the Agreement or which SEACRET deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the SA’s policy violation or contractual breach; In situations deemed appropriate by SEACRET, the Company may institute legal proceedings for monetary and/or equitable relief.
8.2 - Arbitration Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction trial by jury or to any court. All arbitration proceedings thereof. SAs waive all rights to trial shall be held in Arizona. All parties shall be entitled to all discovery discovery rights pursuant to the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel that the American Arbitration Panel provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing filing fees. The decision of the arbitrator shall be final and binding
on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement. Notwithstanding the foregoing, nothing in these Policies and Procedures shall prevent SEACRET from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect SEACRET’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding. 8.3 - Governing Law, Jurisdiction and Venue Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Maricopa County, State of Arizona or in the United States District Court for Arizona. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Arizona shall govern all other matters relating to or arising from the Agreement. Notwithstanding the foregoing, foregoing, and the arbitration arbitration provision in in Section 8.3, resiresidents of the State of Louisiana shall be entitled to bring an action against SEACRET in their home forum and pursuant to Louisiana law. SECTION 9 - PAYMENT AND SHIPPING 9.1 - Returned Checks All checks returned by an SA’s bank for insufficient funds will be re-submitted for payment. A $25.00 returned check fee will be charged to the account of the SA. After receiving a returned check from a customer or an SA, all future orders must be paid by Credit Card, money order or cashier’s check. Any outstanding balance owed to SEACRET by an SA for NSF checks and returned check fees will be withheld from subsequent bonus and commission payments. 9.2 - Sales Taxes Each SA is responsible for paying local, state and federal taxes due on earnings from commissions or any other earnings generated as a seller of Company products and services. The Company will collect sales tax on behalf of the SA, then report and distri bute applicable sales taxes to the taxing entity for the state in which the sale is made. An SA may apply for a waiver wa iver of this practice by submitting a copy of o f their sales and use tax number (and a statement that they are wholesale purchasers purchasing for resale) acquired through their local taxing authorities.
SECTION 10 - INACTIVITY, RECLASSIFICATION AND CANCELLATION 10.1 - Effect of Cancellation So long as an SA remains active and complies with the terms of the SA Agreement and these Policies and Procedures, SEACRET shall pay commissions to such SA in accordance with the Marketing and Compensation Plan. An SA’s bonuses and commissions constitute the entire consideration for the SA’s efforts in generating sales and all
activities related to generating sales (including building a downline organization). Following an SA’s non-renewal of his or her SA Agreement, cancellation for inactivity or voluntary or involuntary cancellation of his or her SA Agreement (all of these methods are collectively referred to as “cancellation”), the former SA shall have no right, title, claim or interest to the marketing organization which he or she operated, or any commission or bonus from the sales generated by the organization. An SA whose business is cancelled will lose lose all rights as an SA. This includes the the right to sell SEACRET products and services and the right to receive future commissions, bonuses or other income resulting from the sales and other activities of the SA’s former downline sales organization. In the event of cancellation, SAs agree to waive all rights they may have, including but not limited to property rights, to their former downline organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of their former downline organization. Following an SA’s cancellation of his or her SA Agreement, the former SA shall not hold himself or herself out as a SEACRET SA and shall not have the right to sell SEACRET products or services. An SA whose SA Agreement is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation). 10.2 - Involuntary Cancellation An SA’s violation of any of the terms of the Agreement, including any amendments that may be made by SEACRET in its sole discretion, may result in any of the sanctions listed in Section 8.1, including the involuntary cancellation of his or her SA Agreement. Cancellation shall be effective on the date on which written notice is mailed, emailed, faxed or delivered by an express courier, to the SA’s last known address, email address or fax number, or to his or her attorney or when the SA receives actual notice of cancellation, whichever occurs first.
SEACRET reserves the right to terminate all SA Agreements upon thirty (30) days written notice in the event that it elects to: (1) cease business operations; (2) dissolve as a corporate entity or (3) terminate distribution of its products via direct selling. 10.3 - Voluntary Cancellation A participant in this network marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing writing to the Company at its principal business address. The written notice must include the SA’s signature, printed name, address and SEACRET Identification Number. 10.4 - Non-renewal An SA may also voluntarily cancel his or her SA Agreement by failing to renew the Agreement on its anniversary date. The Company may also elect not to renew an SA’s Agreement upon its anniversary date.