STATEMENT OF POLICIES AND PROCEDURES
Effective January 22, 2018
SECTION 1 – INTRODUCTION
1.1 Code Of Ethics
1.2 Policies Incorporated Into Brand Advocate Agreement
1.3 Changes To The Brand Advocate Agreement, Policies And Procedures, Or Compensation Plan
1.5 Policies And Provisions Severable
SECTION 2 –BECOMING A BRAND ADVOCATE
2.1 Requirements To Become A Brand Advocate
2.2 New Brand Advocate Registration By Internet
2.3 Brand Advocate Benefits
2.4 Term And Renewal Of a NetQube Business
SECTION 3 – INCOME DISCLOSURE POLICY
SECTION 4 – ADVERTISING
4.1 Adherence To The NetQube Compensation Plan
4.2 Use Of Sales Aid
4.3 Intellectual Property
4.4 Web Policy
4.5 Advertised Price
4.6 Generic Business Advertisements
4.7 Media And Media Inquiries
4.8 Unsolicited Email And Fax Communication
SECTION 5 –OPERATING A NETQUBE BUSINESS
5.1 - Business Entities
5.1.1 Changes to a Business Entity
5.1.2 Change of Sponsor
5.1.3 Change of Placement
5.2 Unauthorized Claims And Action
5.2.2 Endorsement of NetQube Services
5.3.2 Sale of Competing Goods or Services
5.3.3 Targeting Other Direct Sellers
5.3.4 Privacy and Confidentiality
5.3.5 The Data Management Rule
5.4 Cross Sponsoring
5.5 Governmental Approval Or Endorsement
5.7 Income Taxes
5.8 Independent Contractor Status
5.10 One NetQube Business Per Brand Advocate
5.12 Sale, Transfer, Or Assignment Of A NetQube Business
5.13 Separation Of A NetQube Business
6 A BRAND ADVOCATE’S RESPONSIBILITIES
6.1 Change Of Address, Telephone No., Email-Address
6.2 Responsibilities of a Sponsoring Brand Advocate
6.2.1 Initial Training
6.2.2 Ongoing Training Responsibilities
6.4 Reporting Policy Violations
7 AUTOMATIC BILLING
8 BONUSES AND COMMISSIONS
8.1 Bonus And Commission Qualifications
8.2 Errors Or Questions
8.3 Bonus Buying Prohibited
8.5 Refund Policy
9 DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
9.1 Disciplinary Sanctions
9.4 Governing Law, Jurisdiction, And Venue
10 EFFECT OF CANCELLATION
10.1 Effect Of Cancellation And Termination
STATEMENT OF POLICIES AND PROCEDURES
Effective January 22, 2018
SECTION 1 – INTRODUCTION
1.1 - Code of Ethics
NetQube, LLC (hereafter “NetQube” or “the Company”) is a values-based company that prides itself on the quality and character of its promoters (hereinafter “Brand Advocates”). The following guidelines help ensure a uniform standard of excellence throughout the NetQube organization. Therefore, the Company expects you to practice the following ethical behavior when conducting business as a Brand Advocate:
- I will be respectful of every person I meet while doing NetQube related business.
- At all times, I will conduct myself and my business in an ethical, moral, legal, and financially sound manner.
- I will not engage in activities that would bring disrepute to NetQube, any NetQube corporate officer or employee, myself, or other Brand Advocates.
- I will not make discouraging or disparaging claims toward other NetQube Brand Advocates. I will ensure that in all NetQube business dealings, I will refrain from engaging in negative language. I will refrain from making any type of slanderous statements.
- I will provide support and encouragement to my retail customers (“Clients”) to ensure that their experience with NetQube is a successful one. I understand that it is important to provide follow-up service and support to my downline.
- I will correctly represent all the bonus/compensation plans available through NetQube and the income potential represented therein. I understand I may not use my own income as an indication of others’ potential success, or use compensation checks as marketing materials. I further understand that I may only disclose my NetQube income to recruit potential Brand Advocate(s) after I have given a copy of the Income Disclosure Statement to the potential Brand Advocate(s).
- I will abide by all of NetQube’s Policies & Procedures now and as they may be amended in the future.
1.2 - Policies Incorporated into Brand Advocate Agreement
These Policies and Procedures (“Policies”), in their present form and as amended at the sole discretion of NetQube, are incorporated into, and form an integral part of, the NetQube Brand Advocate Agreement (hereafter “Brand Advocate Agreement”). Throughout these Policies, when the term “Agreement” is used, it collectively refers to the NetQube Brand Advocate Agreement, these Policies, and the NetQube Compensation Plan. These documents are incorporated by reference into the Brand Advocate Agreement (all in their current form and as amended by NetQube). It is the responsibility of each Brand Advocate to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies. When sponsoring a new Brand Advocate, it is the responsibility of the sponsoring Brand Advocate to provide the most current version of these Policies and Procedures prior to his or her execution of the Brand Advocate Agreement.
1.3 - Changes to the Brand Advocate Agreement, Policies and Procedures, or Compensation Plan
Because federal, state, and local laws, as well as the business environment, periodically change, NetQube reserves the right to amend the Agreement and the prices in its NetQube Product Price List in its sole and absolute discretion. Notification of amendments shall appear in Official NetQube Materials. Amendments shall be effective upon publication in Official NetQube Materials, including but not limited to, posting: (i) on NetQube’s website; (ii) e-mail distribution; (iii) publication in NetQube’s newsletter; (iv) product inserts; (v) or any other commercially reasonable method. The continuation of a Brand Advocate’s NetQube business or the acceptance of NetQube bonuses or commissions constitutes acceptance of any and all amendments. The ability to modify the agreement does not extend to the dispute resolution section in these Policies (Section 9), as those provisions can only be modified by way of mutual consent.
1.4 - Delays
NetQube shall not be responsible for delays and failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, flood, death, curtailment of a party’s source of supply, or government decrees or orders.
1.5 –Policies and Provisions Severable
If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, or unenforceable provision never comprised a part of the Agreement.
The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of NetQube to exercise any right or power under the Agreement or to insist upon strict compliance by a Brand Advocate with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of the Company’s right to demand exact compliance with the Agreement. Waiver by NetQube can only be effectuated in writing by an authorized officer of the Company.
SECTION 2 – BECOMING ABRAND ADVOCATE
2.1 - Requirements to Become a Brand Advocate
To become a NetQube Brand Advocate, each applicant must:
- Be of the age of majority in his or her state of residence;
- Reside in the United States or other countries officially opened by NetQube;
- Have a valid Social Security Number or Federal Tax Identification Number;
- Submit a properly completed and signed electronic Brand Advocate Agreement; and
- Submit payment of a $199.95 fee for a NetQube Software License.
2.2 - New Brand Advocate Registration by the Internet
A prospective Brand Advocate may self-enroll on the sponsor’s web site. In such event, instead of a physically signed Brand Advocate agreement, NetQube will accept the Agreement via the submission of the “electronic signature,” which represents the new Brand Advocate’s tacit acceptance of the terms and conditions of the Brand Advocate Agreement. Please note that such electronic signature constitutes a legally binding agreement between you and the Company.
2.3 - Brand Advocate Benefits
Once a Brand Advocate Agreement has been accepted by NetQube, the benefits of the Compensation Plan and the Brand Advocate Agreement become immediately available. These benefits include the following rights:
- Sell NetQube services;
- Participate in the NetQube Compensation Plan (receive bonuses and commissions, if eligible);
- Sponsor other individuals as Clients or Brand Advocates into the business, thereby building an organization and progressing through the NetQube Compensation Plan;
- Receive periodic NetQube literature and other NetQube communications;
- Participate in NetQube-sponsored support service training, motivational and recognition functions; and
- Participate in promotional and incentive contests and programs sponsored by NetQube.
2.4–Terms and Renewal of a NetQube Business
To participate in the NetQube opportunity, a Brand Advocate must purchase a Software License at the time of his or her enrollment. Upon the anniversary date of the Brand Advocate’s enrollment, NetQube requires the renewal of this Software License through repayment of the same fee. If the Brand Advocate allows his or her business to expire due to nonpayment of the renewal fee, the Brand Advocate will lose any and all rights to his or her downline organization unless the Brand Advocate re-activates within sixty (60) days of the Agreement’s expiration.
If reactivation occurs within this sixty day period, the Brand Advocate will resume the rank and position held immediately prior to the expiration of the Brand Advocate Agreement. However, such Brand Advocate’s paid as level will not be restored unless he or she qualifies at that payout level in the new month. The Brand Advocate is not eligible to receive commissions for the time period that the Brand Advocate’s business was expired.
Any Brand Advocate whose Agreement has expired and lapsed the 60-day grace period is not eligible to reapply for a NetQube business for twelve (12) months. Similarly, any Brand Advocate terminated by the Company may not reapply to do business for twelve (12) months from the termination date.
The downline of the expired Brand Advocate will roll up to the immediate, active upline sponsor.
SECTION 3 – INCOME DISCLOSURE POLICY
In an effort to conduct best business practices, NetQube has developed the Income Disclosure Statement (“IDS”). The NetQube IDS is designed to convey truthful, timely, and comprehensive information regarding the income that NetQube Brand Advocates earn. In order to accomplish this objective, a copy of the IDS must be presented to all prospective Brand Advocates.
A copy of the IDS must be presented to a prospective Brand Advocate (someone who is not a party to a current NetQube Brand Advocate Agreement) anytime the Compensation Plan is presented or discussed, or any type of income claim or earnings representation is made.
The terms “income claim” and/or “earnings representation” (collectively “income claim”) includes all of the following: (i) statements of average earnings; (ii) statements of non-average earnings; (iii) statements of earnings ranges; (iv) income testimonials; (v) lifestyle claims; and (vi) hypothetical claims. An example of a “statement of non-average earnings” would include, “Our number one Brand Advocate earned over a million dollars last year” or “Our average-ranking Brand Advocate makes five thousand per month.” An example of a “statement of earnings ranges” is “The monthly income for our higher-ranking Brand Advocates is ten thousand dollars on the low end to thirty thousand dollars a month on the high end.”
In any meeting that is open to the public in which the Compensation Plan is discussed or any type of income claim is made, you must provide every prospective Brand Advocate with a copy of the IDS. Copies of the IDS may be printed or downloaded without charge from the company website.
SECTION 4 – ADVERTISING
4.1 - Adherence to the NetQube Compensation Plan
Brand Advocates must adhere to the terms of the NetQube Compensation Plan as set forth in Official NetQube Materials. Brand Advocates shall not offer the NetQube opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically stated in Official NetQube Materials. Brand Advocates shall not require or encourage other current or prospective customers or Brand Advocates to participate in NetQube in any manner that varies from the program as set forth in Official NetQube Materials. Brand Advocates shall not require or encourage other current or prospective Clients or Brand Advocates to execute any agreement or contract other than official NetQube agreements and contracts in order to become a NetQube Brand Advocate. Similarly, Brand Advocates shall not require or encourage other current or prospective Clients or Brand Advocates to make any purchase from, or payment to, any individual or other entity to participate in the NetQube Compensation Plan other than those purchases or payments identified as recommended or required in Official NetQube Materials.
4.2 - Use of Sales Aids
To promote both the services and the opportunity NetQube offers, Brand Advocates must use the sales aids and support materials produced by NetQube. If NetQube Brand Advocates develop their own sales aids and promotional materials (which includes Internet advertising), notwithstanding Brand Advocates’ good intentions, they may unintentionally violate any number of statutes or regulations affecting a NetQube business. These violations, although they may be relatively few in number, could jeopardize the NetQube opportunity for all Brand Advocates. Accordingly, Brand Advocates must submit all written sales aids, promotional materials, advertisements, websites and other literature to the Company for Company’s approval prior to use. Unless the Brand Advocate receives specific written approval to use the material, the request shall be deemed denied. All Brand Advocates shall safeguard and promote the good reputation of NetQube and its services. The marketing and promotion of NetQube, the NetQube opportunity, the Compensation Plan, and NetQube services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.
4.3 -Intellectual Property
NetQube will not allow the use of its trade names, trademarks, designs, or symbols outside of corporate produced and approved sales aids by any person, including NetQube Brand Advocates, without prior written authorization from NetQube. Furthermore, no Brand Advocate may use, publish, reproduce, advertise, sell, or display in any manner the name, picture or likeness, or voice of another Brand Advocate without prior written consent from the named Brand Advocate. This consent must be on file with NetQube’s Compliance Department prior to any use.
4.4 –Web Policy
If a Brand Advocate desires to utilize an Internet web page to promote his or her business, he or she may do so through Company authorized services only.
It is your obligation to ensure your online marketing activities are truthful, are not deceptive and do not mislead customers or potential Brand Advocates in any way. Websites and web promotion activities and tactics that mislead or are deceptive, regardless of intent, will not be allowed. This may include representation in any manner that you are a corporate representative for NetQube, spam linking (or blog spam), unethical search engine optimization (SEO) tactics, misleading click-through ads (i.e., having the display URL of a PPC campaign appear to resolve to an official NetQube Corporate Site when it goes elsewhere), unapproved banner ads, and unauthorized press releases. NetQube will be the sole determinant of truthfulness as to whether specific activities are misleading or deceptive.
- Domain Names, Email Addresses and Online Aliases
You cannot use or register domain names, email addresses, and/or online aliases that could cause confusion, or be misleading or deceptive, in that they cause individuals to believe or assume the communication is from, or is the property of NetQube by showing up as the sender of an email.
Examples of the improper use include but are not limited to: NetQube@msn.com; www. NetQubeCorporate.com; www.facebook.com/NetQube or some derivatives thereof.
Examples of permitted URLs, email addresses, and online aliases might appear as follows: facebook.com/iloveNetQube; jimsmith@NetQubeBrandAdvocate.net, etc.
Determinations as to what could cause confusion, mislead or be considered deceptive is at the sole discretion of NetQube. If you have a question whether your chosen name is acceptable, you may submit it to the NetQube Compliance Department.
- Approved Brand Advocate Websites
The term Brand Advocate Website refers to the Brand Advocate website offered by NetQube or an approved vendor to Brand Advocates. The term Social Media Website refers to any site that is not specifically prohibited within the terms and conditions of this Agreement, such as Facebook.com, Twitter.com, YouTube.com, blogs or other personal websites.
- Spam Linking
Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums and is not allowed. This includes blog spamming, blog comment spamming and/or spamdexing. Any comments you make on blogs, forums, guest books etc. must be unique, informative and relevant.
- Sponsored Links / Pay-Per-Click (PPC) Ads
Sponsored links or pay-per-click ads (PPC) are acceptable. The destination URL must be to your Brand Advocate Website. The display URL must also be to your Brand Advocate Website and must not portray any URL that could lead the user to assume they are being led to a NetQube Corporate site, or be inappropriate or misleading in any way.
- External Websites
You are allowed external websites to promote your NetQube business and the NetQube opportunity. If you wish to use an external website you must do the following:
a.) Identify yourself as an independent Brand Advocate for NetQube.
b.) Use only the approved images and wording authorized by NetQube.
c.) Adhere to the branding, trademark, and image usage policies described in this document.
d.) Agree to modify your website to comply with current or future NetQube policies.
You are solely responsible and liable for your own website content, messaging, claims, and information and must ensure your website appropriately represents and enhances the NetQube brand and adheres to all NetQube guidelines and policies. Additionally, your website must not contain disingenuous popup ads or promotions or malicious code. Decisions and corrective actions in this area are at NetQube’s sole discretion. You are encouraged to use the approved NetQube images that are available through the business suite.
- NetQube Brand Advocate Image Mandate
When using a Social Media or external website it must contain:
a.) A NetQube Brand Advocate Logo from the approved templates.
b.) Your Name and Title (example: Tom Smith, Brand Advocate of NetQube).
c.) A link to your Brand Advocate Replicated Website.
Although NetQube brand themes and images are desirable for consistency, anyone landing on your page needs to clearly understand that they are at an Independent Brand Advocate site, and not a NetQube Corporate page.
4.5 - Advertised Price
You may not advertise any of NetQube’s services at a price LESS than the highest company published price of the equivalent service. No special enticement advertising is allowed. This includes but is not limited to offers of a free Software Seat License or other such offers that grant advantages beyond those available through the Company.
4.6 - Generic Business Advertisements
If you advertise via newspaper or other advertising venues, the following rules apply:
- No advertisement may imply that a job, position, salary, or any type of employment is allowed.
- No advertisement may promote, represent, or imply salaried positions, management positions, hourly wages, full or part-time employment, or guaranteed incomes. The NetQube opportunity is not a job, and may not be presented as such. Terms such as “manager trainee,” “management positions available,” “travel provided,” “call for interview,” “positions available,” “now hiring,” and other misleading statements are not allowed.
- No specific income can be promised or implied, and any references to compensation must use the word “commissions” to indicate the independent contractor status of Brand Advocates.
Any requests for variances from the above rules must be submitted to NetQube and approved in writing prior to publication. Please direct any inquiries to the NetQube Compliance Department.
4.7 -Media and Media Inquiries
Brand Advocates must not initiate any interaction with the media or attempt to respond to media inquiries regarding NetQube, its services, or their independent NetQube business. All inquiries by any type of media must be immediately referred to NetQube’s Compliance department. This policy is designed to ensure that accurate and consistent information is provided to the public, as well as a proper public image.
4.8 - Unsolicited Email and Fax Communication
NetQube does not permit Brand Advocates to send unsolicited emails unless such emails strictly comply with applicable laws and regulations, including, without limitation, the federal CAN SPAM Act. Any email sent by a Brand Advocate that promotes NetQube, the NetQube opportunity, or NetQube services, must comply with the following:
- There must be a functioning return email address to the sender.
- There must be a notice in the email that advises the recipient that they may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (a functioning “opt-out” notice).
- The email must include the Brand Advocate’s physical mailing address.
- The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
- The use of deceptive subject lines and/or false header information is prohibited.
- All opt-out requests, whether received by email or regular mail, must be honored. If a Brand Advocate receives an opt-out request from a recipient of an email, the Brand Advocate must forward the opt-out request to the Company. NetQube may periodically send commercial emails on behalf of Brand Advocates. By entering into the Brand Advocate Agreement, Brand Advocate agrees that the Company may send such emails and that the Brand Advocate’s physical and email addresses will be included in such emails as outlined above. Brand Advocates shall honor opt-out requests generated as a result of such emails sent by the Company.
SECTION 5 – OPERATING A NETQUBE BUSINESS.
5.1 - Business Entities
A corporation, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a NetQube Brand Advocate by submitting a NetQube Brand Advocate Application and Agreement along with its Certificate of Incorporation, Articles of Organization, Partnership Agreement or trust documents (these documents are collectively referred to as the “Entity Documents”) to NetQube. A NetQube business may change its status under the same Sponsor from an individual to a partnership, corporation or trust or from one type of entity to another. To do so, the Brand Advocate(s) must provide the Entity Documents to NetQube. The Brand Advocate Application must be signed by all of the shareholders, partners or trustees. Members of the entity are jointly and severally liable for any indebtedness or other obligation to NetQube.
5.1.1 - Changes to a Business Entity
Each Brand Advocate must immediately notify NetQube of any changes to the type of business entity they utilize in operating their NetQube business, and the addition or removal of business associates. A NetQube business may change its status under the same sponsor from an individual to a partnership, corporation or trust, or from one type of entity to another. The Brand Advocate Agreement form must be signed by all of the shareholders, partners, or trustees. Members of the entity are jointly and severally liable for any indebtedness or other obligation to NetQube.
5.1.2 - Change Of Sponsor
To protect the integrity of all marketing organizations and safeguard the hard work of all Brand Advocates, NetQube rarely allows changes in sponsorship, with the rare exception of direct line changes (meaning placement is not affected). A direct line change request must be made by submitting a completed Sponsor Change Request Form within a seven (7) day period from the date of enrollment, and must come from the current listed sponsor.
5.1.3 - Change Of Placement
A request for change of placement must be submitted within seven (7) days of the date of enrollment and must be requested by the current listed sponsor. A Brand Advocate can only be moved inside of the same sponsor’s organization. If approved, a Brand Advocate is placed in the first available open bottom position on the date that the change is made. Brand Advocates who have earned commissions or achieved rank are not eligible for placement changes. Please note that decisions made for any change request (sponsor or placement) are at the sole discretion of NetQube.
5.2 - Unauthorized Claims and Action
5.2.1 - Indemnification
A Brand Advocate is fully responsible for all of his or her verbal and/or written statements made regarding NetQube services and the Compensation Plan, which are not expressly contained in Official NetQube Materials. Brand Advocates agree to indemnify NetQube and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by NetQube as a result of the Brand Advocate’s unauthorized representations or actions. This provision shall survive the cancellation of the Brand Advocate Agreement.
5.2.2 –Endorsements of NetQube Services
No claims as to any services offered by NetQube may be made except those contained in Official NetQube Materials.
5.3 - Conflicts
5.3.1 – Non- solicitations
NetQube Brand Advocates are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively “Network Marketing”). However, during the term of this Agreement, Brand Advocates may not directly or indirectly recruit other NetQube Brand Advocates or Clients other than those they have personally sponsored for any other Network Marketing business. Following the cancellation of a Brand Advocate Agreement, and for a period of one (1) calendar year thereafter, with the exception of a Brand Advocate who is personally sponsored by the former Brand Advocate, a former Brand Advocate may not recruit any NetQube Brand Advocate or Client for another Network Marketing business.
5.3.2 - Sale of Competing Goods or Services
During this agreement and for six (6) months thereafter, Brand Advocates must not sell, or attempt to sell, any competing non-NetQube programs or services to NetQube Clients or Brand Advocates. Any program, product, service, or direct selling opportunity in the same generic categories as the NetQube services (i.e., Advertising Marketplace Platform) are deemed to be competing, regardless of differences in cost, quality or other distinguishing factors.
5.3.3 - Targeting Other Direct Sellers
Should Brand Advocates engage in solicitation and/or enticement of members of another direct sales company to sell or distribute NetQube services, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration, or mediation is brought against a Brand Advocate alleging that they engaged in inappropriate recruiting activity of its sales force or Client, NetQube will not pay any of Brand Advocate’s defense costs or legal fees, nor will NetQube indemnify the Brand Advocate for any judgment, award, or settlement.
5.3.4 - Privacy and Confidentiality
5.3.5- The Data Management Rule
The Data Management Rule is intended to protect the Line of Sponsorship (LOS) for the benefit of all Brand Advocates, as well as NetQube. LOS information is information compiled by NetQube that discloses or relates to all or part of the specific arrangement of sponsorship within the NetQube business, including, without limitation, Brand Advocate lists, sponsorship trees, and all Brand Advocate information generated therefrom, in its present and future forms. The NetQube LOS constitutes a commercially advantageous, unique, and proprietary trade secret (Proprietary Information), which it keeps proprietary and confidential and treats as a trade secret. NetQube is the exclusive owner of all Proprietary Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by NetQube and its Brand Advocates. Through this Rule, Brand Advocates are granted a personal, non-exclusive, non-transferable and revocable right by NetQube to use Proprietary Information only as necessary to facilitate their business as contemplated under these Policies and Procedures. The Company reserves the right to deny or revoke this right, upon reasonable notice to the Brand Advocate stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of NetQube, such is necessary to protect the confidentiality or value of Proprietary Information. All Brand Advocates shall maintain Proprietary Information in strictest confidence, and shall take all reasonable steps and appropriate measures to safeguard Proprietary Information and maintain the confidentiality thereof.
5.4 -Cross Sponsoring
Actual or attempted cross-group sponsoring is strictly prohibited. “Cross-group sponsoring” is defined as the enrollment, indirect or otherwise, of an individual or entity that already has a current customer number or Brand Advocate Agreement on file with NetQube, or who has had such an agreement within the preceding twelve (12) calendar months, within a different line of sponsorship. The use of a spouse’s or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, Federal Tax Identification Numbers or fictitious identification numbers to circumvent this policy is prohibited. This policy shall not prohibit the transfer of a NetQube business in accordance with Section 5.12 of these Policies and Procedures.
5.5 -Governmental Approval or Endorsement
Neither federal nor state regulatory agencies nor officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Brand Advocates shall not represent or imply that NetQube or its Compensation Plan have been “approved,” “endorsed,” or otherwise sanctioned by any government agency.
All Brand Advocates are required to provide their Social Security Number, Federal Employer Identification Number, or their Government Issued ID Number to NetQube either on the Brand Advocate Agreement or at the company’s request. Upon enrollment, the Company will provide a unique Brand Advocate Identification Number to the Brand Advocate by which they will be identified. This number will be used to place orders and track commissions and bonuses.
5.7 - Income Taxes
Every year, NetQube will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident as required by the Internal Revenue Service. Each Brand Advocate is responsible for paying local, state and federal taxes on any income generated as a Brand Advocate. If a NetQube business is tax exempt, the Federal Tax Identification Number must be provided to NetQube. Any Brand Advocate that does not provide a valid social security number is subject to the federal backup withholding laws and 28% of their commissions and bonus will be withheld and submitted to the IRS.
5.8 - Independent Contractor Status
You are an independent contractor. You are not an agent, employee, partner, or joint venture with the Company. You may not represent yourself as anything other than an Independent Brand Advocate. You have no authority to bind NetQube to any obligation. You are responsible for paying your own self-employment taxes, federal income taxes and other taxes required by law. You must obey any federal, state, and local laws, as well as Company rules and regulations pertaining to your independent NetQube Business or the acquisition, receipt, holding, selling, distributing or advertising of NetQube’s services or opportunity.
Brand Advocates may not answer the telephone by saying “NetQube,” “NetQube, LLC,” or by any other manner that would lead the caller to believe that they have reached NetQube’s corporate offices. You may only represent one’s status as a NetQube Brand Advocate. Therefore, all correspondence and business cards relating to or in connection with a Brand Advocate’s NetQube business shall contain the Brand Advocate’s name followed by the term “Brand Advocate.”
5.9 – Stacking
Stacking is the unauthorized manipulation of the NetQube compensation system and/or the marketing plan in order to trigger commissions or cause a promotion off a downline Brand Advocate in an unearned manner. One example of stacking occurs when a sponsor places participants under an inactive downline participant (who may not know or have any relationship with the clients) in order to trigger unearned qualification for commissioning. Another example of stacking is the manipulative placement of Brand Advocates within a downline organization in order to trigger a promotion. Stacking is unethical and unacceptable behavior, and as such, it is a punishable offense with measures up to and including the termination of the Brand Advocate’s positions of all individuals found to be directly involved.
5.10 - One NetQube Business Per Brand Advocate
A Brand Advocate may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one NetQube business. No individual may have, operate or receive compensation from more than one NetQube business. Individuals of the same family unit may each enter into or have an interest in their own separate NetQube businesses, only if each subsequent family position is placed frontline to the first family member enrolled. A “family unit” is defined as spouses and dependent children living at or doing business at the same address.
5.11 - Succession
Upon the death or incapacitation of a Brand Advocate, their business may be passed to a designated heir(s). Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Whenever a NetQube business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased Brand Advocate’s marketing organization provided the following qualifications are met. The successor(s) must:
- Execute a Brand Advocate Agreement;
- Comply with terms and provisions of the Agreement;
- Meet all of the qualifications for the deceased Brand Advocate’s rank/status;
- Provide NetQube with an “address of record” to which all bonus and commission checks will be sent. Bonus and commission checks of a NetQube business transferred pursuant to this section will be paid in a single check jointly to the successor(s).
- Form a business entity and acquire a federal Taxpayer Identification Number, if the business is bequeathed to joint successors. NetQube will issue all bonus and commission checks and one 1099 to the business entity.
5.12 - Sale, Transfer, or Assignment of a NetQube Business
Although a NetQube business is a privately owned, independently operated business, the sale, transfer or assignment of a NetQube business is subject to certain limitations. If a Brand Advocate wishes to sell their NetQube business, the following criteria must be met:
- Protection of the existing line of sponsorship must always be maintained so that the NetQube business continues to be operated in that line of sponsorship;
- The buyer or transferee must become a qualified NetQube Brand Advocate. If the buyer is an active NetQube Brand Advocate, they must first terminate their NetQube business and wait six (6) calendar months before acquiring any interest in the new NetQube business;
- Before the sale, transfer, or assignment can be finalized and approved by NetQube, any debt obligations the selling Brand Advocate has with NetQube must be satisfied; and
- The selling Brand Advocate 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 NetQube business.
Prior to selling a NetQube business, the selling Brand Advocate must notify NetQube’s Compliance department of their intent to sell the NetQube business. No changes in line of sponsorship can result from the sale or transfer of a NetQube business. A Brand Advocate may not sell, transfer, or assign portions of their business—the position must be sold in its entirety.
5.13 - Separation of a NetQube Business
NetQube Brand Advocates sometimes operate their NetQube businesses as husband-wife partnerships, regular partnerships, corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership, or trust (the latter three entities are collectively referred to herein as “entities”) 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. If the separating parties fail to provide for the best interests of other Brand Advocates and the Company in a timely fashion, NetQube will involuntarily terminate the Brand Advocate Agreement.
During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:
- One of the parties may, with consent of the other(s), operate the NetQube business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners, or trustees authorize NetQube to deal directly and solely with the other spouse or non-relinquishing shareholder, partner, or trustee.
- The parties may continue to operate the NetQube business jointly on a “business-as-usual” basis, whereupon all compensation paid by NetQube 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. The Company will never remove a party to a position from a Brand Advocate account without that party’s written permission and signature. Under no circumstances will the downline organization of divorcing spouses or a dissolving business entity be divided. Under no circumstances will NetQube split commission and bonus checks between divorcing spouses or members of dissolving entities. NetQube will recognize only one downline organization and will issue only one commission check per NetQube business per commission cycle. Commission checks shall always be issued to the same individual or entity. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the business in a timely fashion as determined by the Company, the Brand Advocate Agreement shall be involuntarily cancelled. If a former spouse has completely relinquished all rights in the original NetQube business pursuant to a divorce, they are thereafter free to enroll under any sponsor of their choosing without waiting six (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 calendar months from the date of the final dissolution before re-enrolling as a Brand Advocate. In either case, however, the former spouse or business affiliate shall have no rights to any Brand Advocates in their former organization or to any former customer. They must develop the new business in the same manner as would any other new Brand Advocate.
All Active Brand Advocates in good standing have the right to sponsor and enroll others into NetQube. Each prospective Client or Brand Advocate has the ultimate right to choose his or her own Sponsor. If two Brand Advocates claim to be the Sponsor of the same new Brand Advocate or Client, the Company shall regard the first application received by the Company as controlling.
SECTION 6 – A BRAND ADVOCATE’S RESPONSIBILITIES
6.1 - Change of Address, Telephone, Email-Address
To ensure timely communications, delivery of support material sand commission checks, it is critically important that the NetQube’s files are current. Brand Advocates planning to move or change their email address must submit an amended Brand Advocate Agreement complete with the new information.
6.2 –Responsibilities of a Sponsoring Brand Advocate
6.2.1 – Initial Training
Any Brand Advocate who sponsors another Brand Advocate into NetQube must perform a bona fide assistance and training function to ensure that their downline is properly operating their NetQube business. Brand Advocates must provide the most current version of the Policies and Procedures, the Income Disclosure Statement, and Compensation Plan to individuals whom they are sponsoring to become Brand Advocates before the applicant signs a Brand Advocate Agreement.
6.2.2 – Ongoing Training Responsibilities
Brand Advocates must monitor the Brand Advocates in their downline organizations to ensure that downline Brand Advocates do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, every Brand Advocate should be able to provide documented evidence to NetQube of their ongoing fulfilment of the responsibilities of a Sponsor.
6.3 – Non disparagement
Brand Advocates must not disparage, demean, or make negative remarks about NetQube, other NetQube Brand Advocates, NetQube’s services, the Compensation plan, or NetQube’s owners, board members, directors, officers, or employees.
6.4 - Reporting Policy Violations
Brand Advocates observing a Policy violation by another Brand Advocate should submit a written report of the violation directly to the attention of the NetQube Compliance Department, complete with all supporting evidence and pertinent information. It is important to understand that information that is submitted will be kept confidential.
SECTION 7 – AUTOMATIC BILLING
7.1 - Billing
A Brand Advocate’s Software License is automatically renewed each year with a credit card maintained on file with NetQube. The Brand Advocate may make adjustments to this annual renewal in the back office of the NetQube website.
SECTION 8 –COMMISSIONS AND REFUND POLICY
8.1 - Bonus and Commission Qualifications
In order to qualify to receive commissions and bonuses, a Brand Advocate must be in good standing and comply with the terms of the Agreement and these Policies and Procedures. A Brand Advocate will qualify to receive all of NetQube’s commissions and bonuses so long as he, she or it sponsors one (1) other Brand Advocate and fulfils the other requirements as prescribed in the Compensation Plan. Even if a Brand Advocate does not sponsor one other Brand Advocate, he, she or it may still earn some commissions through the maintenance of the Software Seat License fee and participation in revenue-producing activities.
8.2 - Errors or Questions
If a Brand Advocate has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the Brand Advocate must notify NetQube in writing within thirty (30) days from the date of the purported error or incident in question. NetQube will not be responsible for any errors, omissions, or problems not reported to the Company beyond these initial 30 days.
8.3 - Bonus Buying Prohibited
Bonus buying is strictly and absolutely prohibited. Bonus buying includes: (i) the enrollment of individuals or entities without the knowledge of and/or execution of a Brand Advocate Agreement by such individuals or entities; (ii) the fraudulent enrollment of an individual or entity as a Brand Advocate or Client; (iii) the enrollment or attempted enrollment of non-existent individuals or entities as Brand Advocates or Clients (“phantoms”); (iv) purchasing NetQube services on behalf of another Brand Advocate or Client, or under another Brand Advocate’s or Client’s ID number, to qualify for commissions or bonuses; and/or (v) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product or service purchases by end user consumers.
8.4 - Reports
All information provided by NetQube, including but not limited to personal sales volume (or any part thereof), and downline sponsoring activity is believed to be accurate and reliable. Nevertheless, due to various factors including but not limited to the inherent possibility of human and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments, a Brand Advocate whose Brand Advocate Agreement is cancelled shall receive commissions and bonuses only for the last full pay period he or she worked prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).
A NetQube participant has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address or the appropriate cancellation email address.
8.5 – Refund Policy
A Brand Advocate’s purchase of the Software License comes with a 100% satisfaction guarantee and refund period of three (3) business days. All subsequent fees are nonrefundable. To cancel the purchase of the Software License, provide written notice to NetQube at 4314 BlueBonnet Blvd, Suite A, Baton Rouge, Louisiana 70809 mailed or delivered by or before midnight of the third business day from the date of the transaction. For purposes of this section, “Business Day” means Monday through Friday with the exclusion of federal holidays.
When a refund is requested by a Brand Advocate the bonuses and commissions attributable to the refunded service will be deducted from the Brand Advocate who received bonuses or commissions on such sales. Deductions will occur in the month in which the refund is given and continue every pay period thereafter until the commission is recovered.
SECTION 9 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
9.1 - Disciplinary Sanctions
Violation of the Agreement, these Policies and Procedures, violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive, or unethical business conduct, or any act or omission by a Brand Advocate 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 Brand Advocate’s NetQube business), may result, at NetQube’s discretion, in one or more of the following corrective measures:
- Issuance of a written warning or admonition;
- Requiring the Brand Advocate to take immediate corrective measures;
- Imposition of a fine, which may be withheld from bonus and commission checks;
- Loss of rights to one or more bonus and commission checks;
- With holding from a Brand Advocate all or part of the Brand Advocate’s bonuses and commissions during the period that NetQube is investigating any conduct allegedly contrary to the Agreement. If a Brand Advocate’s business is cancelled for disciplinary reasons, the Brand Advocate will not be entitled to recover any commissions withheld during the investigation period;
- Suspension of the individual’s Brand Advocate Agreement for one or more pay periods;
- Involuntary termination of the offender’s Brand Advocate Agreement;
- Any other measure expressly allowed within any provision of the Agreement or which NetQube deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Brand Advocate’s policy violation or contractual breach;
- Instituting legal proceedings for monetary and/or equitable relief. Each violation is reviewed on a case-by-case basis, and all disciplinary actions are at the sole discretion of NetQube.
9.2 - Mediation
Prior to instituting arbitration, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating to the Agreement through non-binding mediation. One individual who is mutually acceptable to the parties shall be appointed as mediator. The mediator’s fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties. Each party shall pay its portion of the anticipated shared fees and costs at least ten (10) days in advance of the mediation. Each party shall pay its own attorneys’ fees, costs, and individual expenses associated with conducting and attending the mediation. Mediation shall be held in Baton Rouge, Louisiana, and shall last no more than two (2) business days.
9.3 - Arbitration
If mediation is unsuccessful, any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by confidential 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 thereof. Brand Advocates waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in Baton Rouge, Louisiana. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel which the American Arbitration Panel provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.
NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE.
Nothing in these Policies and Procedures shall prevent NetQube 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 NetQube’s interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
9.4 - Governing Law, Jurisdiction, and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Louisiana. The Federal Arbitration Act shall govern all matters relating to arbitration. The laws of Louisiana shall govern all other matters relating to or arising from the Agreement.
SECTION 10 – EFFECT OF CANCELLATION
10.1- Effect of Cancellation and Termination
So long as a Brand Advocate remains active and complies with the terms of the Brand Advocate Agreement and these Policies, NetQube shall pay commissions to such Brand Advocate in accordance with the Compensation Plan. A Brand Advocate’s bonuses and commissions constitute the entire consideration for the Brand Advocate’s efforts in generating sales and all activities related to generating sales (including, but not limited to, building a downline organization). Following a Brand Advocate’s non-continuation of his or her Brand Advocate Agreement, cancellation for inactivity, or voluntary or involuntary cancellation (termination) of his or her Brand Advocate Agreement (all of these methods are collectively referred to as “Cancellation”), the former Brand Advocate shall have no right, title, claim or interest to the downline organization which he or she operated, or any commission or bonus from the sales generated by the organization. Brand Advocates waive any and all rights, including, but not limited to, property rights, in the downline which they may have had. Following a Brand Advocate’s cancellation of his or her Brand Advocate Agreement, the former Brand Advocate shall not hold him or herself out as a NetQube Brand Advocate and shall not have the right to sell NetQube services. A Brand Advocate whose Brand Advocate Agreement is cancelled shall receive commissions and bonuses only for the last full pay period he or she worked prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).
A NetQube participant has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address or via the appropriate Company email address. The written notice must include the Brand Advocate’s signature, printed name, address, and Brand Advocate ID Number.
A Brand Advocate may also voluntarily cancel their Brand Advocate Agreement by failing to pay the annual renewal fee for the Software License. Brand Advocates have a sixty (60) day grace period to get back into compliance for failure to pay the enrollment fee.
SECTION 11 – DEFINITIONS
AGREEMENT: The contract between the Company and each Brand Advocate; includes the Brand Advocate Agreement, the NetQube Policies and Procedures, and the NetQube Compensation Plan, all in their current form and as amended by NetQube in its sole discretion. These documents are collectively referred to as the “Agreement.”
CANCEL: The termination of a Brand Advocate’s business. Cancellation may be either voluntary, involuntary, or through non-renewal.
COMPENSATION PLAN: The guidelines and referenced literature for describing how Brand Advocates can generate commissions and bonuses.
CLIENT: A Customer who purchases NetQube services and does not engage in building a business or selling the service.
BRAND ADVOCATE: An individual who purchases product, generates sales and business building commissions.
LINE OF SPONSORSHIP (LOS): A report generated by NetQube that provides critical data relating to the identities of Brand Advocates, sales information, and enrollment activity of each Brand Advocate’s organization. This report contains confidential and trade secret information which is proprietary to NetQube.
ORGANIZATION: The Customers and Brand Advocates placed below a particular Brand Advocate.
OFFICIAL NETQUBE MATERIAL: Literature, audio or video tapes, and other materials developed, printed, published, and distributed by NetQubeto Brand Advocates.
PLACEMENT: Your position inside your Sponsor’s organization.
RECRUIT: For purposes of NetQube’s Conflict of Interest Policy, the term “Recruit” means the actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another NetQube Brand Advocate or Customer to enroll or participate in another multilevel marketing, network marketing, or direct sales opportunity.
SPONSOR: A Brand Advocate who enrolls a Customer or another Brand Advocate into the Company, and is listed as the Sponsor on the Brand Advocate Agreement. The act of enrolling others and training them to become Brand Advocates is called “sponsoring.”
UPLINE: This term refers to the Brand Advocate or Brand Advocates above a particular Brand Advocate in a sponsorship line up to the Company. It is the line of sponsors that links any particular Brand Advocate to the Company.