The Independent Sherlock Distributor and Registered Sherlock Representative Agreement
The Independent Sherlock Distributor (“ISD”)/ Registered Sherlock Distributor (‘RSD”) Application, Agreement, and the Marketing Plan (collectively the “Agreement”) explains and governs the relationship between each ISD and RSD with Best In U, Inc., Inc. (the “COMPANY”). Each ISD/RSD is required to read, understand, and comply with all terms and conditions of the Agreement. The Agreement shall constitute the entire understanding of the parties. All parts of this Agreement shall apply to the Registered Representative.
The Agreement is subject to revision by COMPANY from time to time at its sole discretion. The Agreement shall govern all aspects of the relationships between COMPANY and its Independent Sherlock Distributors and Registered Representatives. The current Agreement is available on the COMPANY website.
2. BECOMING AN INDEPENDENT SHERLOCK DISTRIBUTOR/REGISTERED REPRESENTATIVE
To become an ISD/RSD, a new applicant is required to read and agree to the terms of the Application and Agreement. The application should be accurately completed in its entirety and the applicant(s), including all partners, shareholders and equity owners, must agree to the teams of the Application and Agreement personally. Electronically submitted applications are considered as a received document. The COMPANY reserves the right to reject any Application at its sole discretion. Upon notification of acceptance by COMPANY, the new ISD/RSD will be entered into the COMPANY computer and electronic business files. If there are any errors on an Application, ISDs/RSDs should verify with the COMPANY Support Department as soon as the error is discovered to avoid delays in any rights under the Agreement.
Eligibility requirements to become an Independent Sherlock Distributor or Registered Representative are as follows:
A. Legal Age. Any individual who is of legal age and residing in a country where the COMPANY is doing business is eligible to become an ISD/RSD.
B. ID Number. An Identification Number is to be inserted on the Application. This number should be either the Individuals Social Security Number, a Federal Tax Identification Number, if applying as a business, or a government I.D., such as a passport number. Incorrect Tax I.D. Numbers can result in a $100 fine and/or termination.
C. Legal Entity. If an Applicant is a corporation, partnership or other legal entity, all shareholder(s) of the corporate applicant, all partner(s) of the partnership or all owners of the legal entity applicant must agree to the Application, a list of the names of each shareholder of the corporate Applicant, each partner of the partnership Applicant, or each owner if another legal entity must accompany the Application. All legal documentation should be submitted with the Application, including but not limited to, articles of incorporation or organization, partnership agreements, regulations, charters, licenses, shareholder agreements, partnership agreements, and other pertinent legal information. The Application can be rejected without such documentation.
D. Change of your enrolling RSD. ISDs/RSDs wishing to change their registering RSD can do so only by resigning and then waiting one (1) year before reregistering with a different RSD.
E. Independent Contractors. ISDs/RSDs are Independent Contractors. They are not franchisees, joint ventures, partners, employees or agents of COMPANY, and are prohibited from stating or implying whether orally or in writing, otherwise. ISDs/RSDs have no authority to bind COMPANY to any obligation. COMPANY is not responsible for payment or co-payment of any employee benefits. ISDs/RSDs are responsible for liability, health, disability, workmens compensation and other insurance and for any other registration required by the laws of the country of residence of the ISD/RSD. ISDs/RSDs set their own hours and determine how to conduct their COMPANY business and are responsible for their own management decisions subject to the Agreement. The reference to “position” is as it applies to ISD’s/ RSDs participation in the Universal Plan (the Global compensation structure) and adherence to the Agreement.
3. CHANGES IN INDEPENDENT SHERLOCK DISTRIBUTOR STATUS
A. Death. Upon the death of an ISD/RSD, the rights and responsibilities of the ISD/RSD are passed on to the rightful heir(s) as determined by a court of competent jurisdiction. The heir(s) must also confirm in writing within ninety (90) days that he or she shall be bound by the terms and conditions of the Agreement.
B. Divorce. Upon divorce, COMPANY must be notified as to which former spouse will assume ownership of the ISD/RSD position as determined by a court of competent jurisdiction. A change in the ownership of the ISD/RSD position will not take place until COMPANY receives a copy of the divorce documentation. Should the party who does not assume ownership of the ISD/RSD position desire to remain an ISD/RSD; he/she may do so by submitting a new ISD/RSD Application at the time the divorce documentation is submitted to COMPANY. He/she shall then be entered as a new ISD/RSD under the original Enroller.
C. Marriage. If two (2) existing ISDs/RSDs marry, they may maintain their separate ISD/RSD positions.
D. Dissolution of Corporate or Partnership ISD/RSD POSITION. Upon the dissolution of a corporation or termination of a partnership which owns the ISD/RSD POSITION, the ownership of the ISD/RSD POSITION will be transferred pursuant to the agreement among the shareholders or partners or upon order of a court of competent jurisdiction upon written notification to COMPANY. If one or more of the partners or shareholders in an ISD/RSD POSITION terminates his/her on-going relationship with COMPANY by leaving the partnership or disposing of his/her share of equity holdings, such parties, including the departing party, shall continue to be bound by the terms of the ISD/RSD Agreement. If a dispute arises over the disposition of the partnership interest, or assets, or share holdings or corporate assets, or the income from the ISD/RSD POSITION, COMPANY may suspend the ISD/RSD POSITION and hold all commissions until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction.
E. Sale of an ISD/RSD POSITION or any rights, direct or indirect, relating to an ISD/RSD POSITION may not be transferred by the ISD/RSD without prior written approval from COMPANY, in its sole and absolute discretion. No sale will be approved unless it includes a covenant by the seller not to solicit his/her prior Group of ISDs/RSDs for at least six (6) months after the effective date of the sale.
An ISD/RSD POSITION or any right thereto which is under suspension, on probation, or subject to any disciplinary action or any investigation by or on behalf of COMPANY, may not be sold or otherwise transferred while such condition continues.
The Purchase and Sale Agreement must include a provision in which the parties agree upon the ownership of the inventory of the ISD/RSD POSITION upon the sale. COMPANY shall not grant a refund on inventory from a person who sold his/her interest in an ISD/RSD POSITION.
The seller may not reapply or purchase another COMPANY POSITION for a period of twelve (12) months, either as an individual, partnership or corporation or other legal entity.
The purchaser of an ISD/RSD POSITION shall be responsible for all acts or omissions of the seller in contravention of the Agreement for a period of six (6) months after the date of COMPANY’s approval of the sale or transfer. For purposes of this provision, the seller will be required to continue to comply with all post-termination obligations of the Agreement.
F. Mergers; Addition of Co-ISDs/RSDs, Partners, Shareholders and/or Owners. Mergers will be permitted only between enroller and its first level. COMPANY reserves the right in its sole and absolute discretion to approve or disapprove any proposed merger or admission of Co-ISDs/RSDs, partners, shareholders or other owners. The admission of a Co-ISD/RSD, partner, shareholder or other owner must create a bona fide business relationship and must not involve the addition of inactive persons or of entities or other persons or entities which “pass through” income to others.
G. Withdrawal or Removal of Co-ISDs/RSDs, Partners and/or Owners. If a Co-ISD/RSD, Partner or Owner is removed or withdrawn from the ISD/RSD POSITION, the remaining ISD/RSD POSITION shall be responsible for all acts or omissions in contravention of the Agreements, of those who have left the ISD/RSD POSITION, for a period of six (6) months after the date of the departure of the Co-ISD/RSD, Partner, or Owner for purposes of this provision, the seller will be required to continue to comply with all terms post-termination obligations of the Agreement.
H. Name Change. An ISD/RSD may change the operating name of the ISD/RSD POSITION by forwarding written notification to COMPANY. COMPANY reserves the right to request the Articles of Incorporation of a corporation or Partnership Agreement of a partnership, or any amendments pertaining thereto, as well as any other relevant documents or corporate or partnership documentation relating to ownership or control.
I. Changing your registering Representative. Except as set forth in Section 2 D, changing your registering Independent Licensed Distributor is not allowed. ISD/RSD marketing is a business built upon sales of products for consumption and upon the creation of relationships. Once an ISD/RSD is sponsored, COMPANY believes in protecting this relationship to the fullest extent possible.
J. Suspension of Commission Payments. If there is any question over the disposition of the ISD/RSD POSITION or the income from the ISD/RSD POSITION (whether by reason of an event described in A through J or otherwise), COMPANY may suspend the ISD/RSD POSITION and hold all commissions and bonuses until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction.
4. TAXES AND GOVERNMENTAL REPORTS
A. Taxes. All ISD/RSDs are personally responsible for all taxes due on any earnings from COMPANY or on sales proceeds or earnings from selling COMPANYS products. COMPANY will provide a record of any and all moneys paid by COMPANY to each ISD/RSD and will issue and file such reports to governmental agencies or others as may be required by law. ISDs/RSDs will not be treated as an employee of COMPANY for US federal or state tax or National income tax purposes. To safeguard that no tax evasion can occur, the ISD/RSD, who is not a US resident, must give the Company a bank account in their country of residence to which COMPANY can make payments of any amount due by COMPANY to the ISD/RSD.
B. Sales Tax. COMPANY provides the service of collecting sales tax at the time of purchase from all Residents of the State of CaliforniaAi??and remitting it to the State of California. The amount of sales tax is based upon the suggested retail price of the product calculated at the local tax rate from where the product is purchased/shipped. No sales tax or VAT is foreseen on sales outside of the US. If such tax would be levied, the ISD/RSD will immediately inform COMPANY, which will take appropriate action, including remitting, if needed the sales tax/VAT to the appropriate authority.
5. SHERLOCK SYSTEM/SOFTWARE (APP) REDISTRIBUTION LICENSES POLICY
A. Every ISD must have a Registered Representative. Each new prospect has the right to choose who he/she buys his/her Sherlock System from. An RSD shall not unduly influence or in any way entice prospects with representations as to possible income or business development, or payment of any compensation by an ISD/RSD.
B. Dispute. COMPANY recognizes the Registered Representative as the RSD shown on the first entered original ISD/RSD Application completed, dated, and electronically entered into COMPANYS computer system.
C. Training. RSDs who sell Sherlock Systems creating other ISDs/RSDs must thereafter use their best efforts to provide an on-going basis, bona fide supervision and training of these ISDs/RSDs and their sales group. This should include ongoing contact, communication, encouragement and support of his/her sales organization.
6. PLACEMENT POLICY
An RSD is solely responsible for allocating the priority of new Independent Sherlock Distributors that they sell in the chain of distributorship. The distributor management tool is available in each Independent Sherlock Distributors personalized ISD/RSD Online Office. It is critical that the placement of a new ISD/RSD is correct at the time of the sale.
THE ORDER IN WHICH YOU RECORD THE INDEPENDENT SHERLOCK DISTRIBUTORS YOU SELL IS FINAL. THEY WILL NOT BE CHANGED.
ALL INDEPENDENT SHERLOCK DISTRIBUTOR PLACEMENTS ARE FINAL. THEY WILL NOT BE CHANGED.
7. COMPENSATION PLAN AND TERMS
See corporate web site “Universal Compensation Plan” and future additions.
A. Commission Check Processing Fees A processing fee will be charged on all commission checks in the following amounts:
Check amount from $1 to $25.00 ($2.00 Processing Fee)
Check amount from $26.00 to $100.00 ($3.00 Processing Fee)
Check amount from $101.00 and $500.00 ($4.00 Processing Fee)
Check amount from $501.00 and above ($5.00 Processing Fee)
8. LIMITED RETURN POLICY
ISDs/RSDs are not required to purchase.
Upon written request of the ISD/RSD made no later than the 30TH day from the date of purchase by ISD/RSD, COMPANY will refund the product purchase price minus all commissions earned by ISD/RSD and a check processing fee.
In order to start the refund process, please submit a ticket to BECKY@SHERLOCKNATION.COM.
9. LIMITED LICENSE
COMPANY has certain trademarks, service marks, trade names, slogans, symbols, and color schemes that are proprietary. Except for marketing materials, sample products, and advertising provided or sold to the ISDs/RSDs by COMPANY, the ISD/RSD shall not use or display such trademarks, service marks, trade names, slogans, symbols, and color schemes without COMPANYS prior written permission. ISD/RSD acknowledges that any right to use COMPANYS Marks and copyrighted materials in non-exclusive, and the COMPANY has the right and sole discretion to grant others the right to use such Marks and materials. ISD/RSD expressly recognizes that any and all good will affiliated with the Marks and copyrighted materials (including goodwill arising from ISDs/ RSD’s use) inures directly and exclusively to the benefit of COMPANY and is the property of COMPANY, and that, on expiration or termination of this Agreement, no monetary amount shall be attributable to any goodwill affiliated with ISDs/ RSD’s use of the Marks or copyrighted materials.
Trademarks/Service Marks. ISDs/RSDs shall not advertise COMPANYS product or business opportunity in any way other than by use of authorized advertising or promotional materials made available to the ISD/RSD by COMPANY.
A. ISDs/RSDs are prohibited from using COMPANYS trademarks, service marks, trade names, slogans, symbols, and color schemes in advertising in a manner that would suggest or imply that they are employed by or are agents of COMPANY. All advertisements must provide the name of an Independent Sherlock Distributor only. ISDs/RSDs shall not make any representations as to potential income to be received by a prospective ISD.
B. No Reproduction. All COMPANY materials, whether printed, on film or produced by audio or video recording are copyrighted and may not be reproduced in whole or in part by ISD/RSDs or any other person unless authorized in writing by COMPANY.
C. No Distribution. ISDs/RSDs may not produce, use or distribute any information relative to the contents, characteristics, or properties of COMPANYS products which has not been provided directly by COMPANY.
This includes but is not limited to print, audio or online media.
D. Deceptive Materials. ISDs/RSDs may not produce, sell or distribute literature, films, audio recordings or video recordings which are deceptively similar in nature to those produced, published, and provided by COMPANY for its ISDs/RSDs. An ISD/RSD may not purchase, sell, or distribute non-COMPANY materials that imply or suggest that said materials originate from COMPANY.
E. Approved Vendors. Any and all support materials, e.g. promotional and premium items are to be sold and/or distributed only by COMPANY or COMPANY approved vendors.
F. Telephone Use. ISDs/RSDs may not answer the telephone and/or use any telephonic message device in a way that would represent or imply that they are employed by or are agents of COMPANY.
G. Listing of Name. ISD/RSDs may be listed in telephone directories white or yellow pages as follows:
“Smith, Jane and John, Best In U, Inc., Inc.
Independent Business ISDs/RSDs, Address and/or Telephone Number”
H. 800 Numbers. An ISD may list any 1-800 number under the name of his/her ISD POSITION, as an ISD, and must not represent that he/she is employed by, or is an agent of COMPANY.
I. Further Restrictions. COMPANY prohibits the use of its trademarks, service marks, trade names, slogans or symbols or any of its product trade names or any copyrighted materials through telephonic devices, including computer networks, facsimile machines or other automatic calling devices for the purpose of soliciting potential ISDs/RSDs or customers.
J. Media Opportunities. Media opportunities are not individual sales opportunities. All media opportunities must be referred to COMPANYS ISD Relations department. ISDs/RSDs must not have any contact with the media unless prior written authorization is received from COMPANY.
K. Donations. ISDs/RSDs are permitted to make personal donations of product or funds to an organization or program provided they do not represent the donation as being from COMPANY.
L. Media Coverage. Donations may not be made for the purpose of soliciting media coverage. If the media solicits coverage of an event, COMPANYS ISD Relations department must be notified immediately to review the media opportunity.
M. Business Cards. An ISD may order business cards using the sample provided on the ISD/RSD Training Site. If an ISDs/ RSD’s relationship with COMPANY has terminated, he/she must immediately cease using and destroy all business cards utilizing COMPANY trademarks, trade names, services marks, logos or color schemes.
N. Repackaging. ISD/RSD may not re-label, repackage, or modify COMPANYS packaged or shipped materials in any way.
O. No Endorsements. No endorsements by a COMPANY officer or administrator or third parties may be asserted, except as expressly communicated in COMPANY literature and communications. Federal and state regulatory agencies do not approve or endorse direct selling programs. Therefore, ISDs/RSDs may not represent or imply, directly or indirectly, that COMPANYS programs, products or services have been approved or endorsed by any governmental agency.
P. Internet Policy. ISDs/RSDs may not advertise or promote their ISD/RSD business or COMPANYS business, products or marketing plan or use COMPANYS name in any electronic media or transmission, including on the Internet via web sites or otherwise, without the prior written approval of COMPANY, whose approval may be withheld at its sole discretion. If written approval is given, ISDs/RSDs must abide by the guidelines set forth by COMPANY, including but not limited to the following: (i) ISDs/RSDs shall not make offers or solicitations in the guise of research, surveys or informal communication, when the real intent is to sell products or services or sponsor ISDs/RSDs; (ii) ISDs/RSDs operating on-line websites, whether or not they collect personal information from individual consumers, shall disclose to the consumer in a prominent place on the website how the consumer information will be used and must follow any laws regulating the handling of personal data; (iii) ISDs/RSDs sharing personal information collected on-line should provide individual consumers with an opportunity to prohibit the dissemination of such information, and if any consumer requests that his or her personal information not be shared, ISDs/RSDs shall refrain from sharing such information; (iv) ISDs/RSDs shall provide individual consumers the option to terminate any further communication between the ISDs/RSDs and the consumer and if any consumer requests that an ISD/RSD cease communication, the ISD/RSD should immediately stop communicating upon such request; (v) ISDs/RSDs must abide by all laws and regulations regarding electronic communications, including but limited to any provision requiring prior consent for unsolicited contacts via electronic media; (vi) ISDs/RSDs may not distribute content by use of distribution lists or to any person who has not given specific permission to be included in such a process; spamming or distribution of chain letters or junk mail is not allowed; (vii) ISDs/RSDs may not distribute content that is unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or which could otherwise give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; and (viii) ISDs/RSDs may not send bulk unsolicited e-mails to persons who have not requested information. Spam is strictly prohibited.
Q. Sales Presentations. At sales presentations, ISDs/RSDs shall truthfully identify themselves, their products, and the purpose of their business to prospective customers. ISDs/RSDs may not use any misleading, deceptive, or unfair sales practices. Explanation and demonstration of products offered shall be accurate and complete including, but not limited to, with regard to price, terms of payment, right of withdrawal, refund rights, guarantees, and after-sales services and delivery. Personal or telephone contacts shall be made in a reasonable manner and during reasonable hours to avoid intrusiveness. ISDs/RSDs must immediately discontinue a demonstration or sales presentation upon the request of the consumer. ISDs/RSDs shall not directly or by implication, denigrate any other company or product. ISD/RSD shall refrain from using comparisons which are likely to mislead and which are incompatible to the principles of fair competition. Points of comparison shall not be unfairly selected and shall be based on facts which can be substantiated. ISD/RSD shall not abuse the trust of individual consumers, shall respect the lack of commercial experience of consumers and shall not exploit a customers age, illness, lack of understanding or lack of language expertise. RSD’s may not systematically entice or solicit direct sellers from other direct selling organizations.
COMPANY 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, riots, wars, fires, death, curtailment of a partys source of supply, or government decrees.
The term of the ISD Agreement is one (1) year from the date of its acceptance by COMPANY and will be automatically renewed at no additional charge each year as long as an ISD is active with the $49.95 monthly subscription fee. The RSD Agreement must be renewed each year.
13. CONFLICTS OF INTEREST AND CONFIDENTIALITY
Conflict of Interest. Distributors are free to participate in other multilevel or network marketing business ventures. However, during the term of this agreement, distributors may not recruit other Company distributors or customers for any other network marketing business except their personally enrolled Distributors. Distributors may not engage in raiding of the Company or setting up mass migration of distributors into another Company. This will be considered tortuous business interference and the distributor will be liable for the economic damages incurred by the Company. Following the cancellation of this agreement for any reason, and for a period of six months thereafter, a former Distributor may not recruit any Company distributor or customer for another network marketing business if that distributor or customer was not a personally enrolled Distributor. The term recruit means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly or through a third party, another Company Distributor or customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the Distributors actions are in response to an inquiry made by another Distributor or customer.
Confidentiality. During the term of the Agreement, COMPANY may supply to ISDs/RSDs confidential information, including, but not limited to customer lists, customer information developed by COMPANY or developed for and on behalf of COMPANY by ISDs/RSDs, (including, but not limited to, customer and ISD/RSD profiles and product purchase information), ISD/RSD lists, manufacturer and supplier information, business reports, commission or sales reports and such other financial and business information which COMPANY may designate as confidential. All such information (whether in written or electronic form) is proprietary and confidential to COMPANY and is transmitted to ISDs/RSDs in strictest confidence on a “need to know” basis for use solely in ISDs/RSDs business with COMPANY. ISDs/RSDs must keep such information confidential and must not disclose any such information to any third party, directly, or indirectly. ISDs/RSDs must not use the information to compete with COMPANY or for any purpose other than promoting COMPANYS program and its products and services. Upon expiration, non-renewal or termination of the Agreement, ISDs/RSDs must continue to keep such information confidential, discontinue the use of such confidential information and promptly return any confidential information in their possession and all copies thereof to COMPANY.
14. PRODUCT ORDER/SALES & RETURNS
A. Cooling-Off Laws. Federal law grants a buyer the right to cancel certain sales without penalty prior to midnight of the third business day after the transaction. This rule covers retail consumer sales of $25 or more that occur away from the sellers main office. COMPANYS online sales order form contains all legally required notices. In addition, ISDs/ RSDs site informs the buyer of the 30 day right to cancel at the time the buyer purchases the goods. Other countries may have other cooling-off regulations. RSDs must grant a right of withdrawal during the period required by such regulations, if longer than 30 days.
B. Other States. The following only applies to ISDs/RSDs who are residents of Georgia, Louisiana, Maryland, Massachusetts, Wyoming and any other state that may require the following:
An ISD/RSD in this ISD/RSD Marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to COMPANY at its principal business address.
If an ISD/RSD have purchased products from the COMPANY or paid for administrative services during the term of Agreement, COMPANY shall repurchase all unencumbered products and sales literature which are in reasonably resalable or reusable condition. (For residents in Maryland, COMPANYS obligation to repurchase is only for three (3) months after receipt of unopened goods which are to be returned.) Such repurchase shall be at a price not less than 90 percent (90%) of the original net cost to the ISD returning the items. Original net cost shall mean the amount paid for the items less any consideration received by the ISD/RSD for sales of the items being returned made by or through the ISD/RSD. Items are deemed “resalable or reusable” if they are returned in unused, commercially resalable condition upon return, and items no longer marketed must be returned within one (1) year of discontinuance unless COMPANY informs the ISD/RSD of such discontinuance prior to purchase.
The repayment of all administrative fees and cost of services shall be at not less than 90 percent (90%) of the cost to the ISD/RSD of such fees and services and shall reflect all administrative services that have not, at the time of termination been provided to the ISD/RSD. COMPANY shall further refund at not less than 90 percent (90%) of the cost to the ISD/RSD any other consideration paid by the ISD/RSD in order to participate in the program. The ISD/RSD shall be held responsible for all shipping expenses incurred in returning sales aid or literature to the COMPANY.
15. PROHIBITED USAGE.
The COMPANY strictly prohibits the use of manual methods, bots, scripts, software, or any other form of automated processes to generate Sherlock Usage Activity (“clicks”). The COMPANY pays commissions only on legitimate Sherlock Shopping Activity generated by actual Sherlock Users generating actual visits to the Shopping Websites linked to the Sherlock Shopping Application.
The COMPANY strictly prohibits Distributors artificially increasing the Sherlock User Statistics (clicks) via artificial or manual methods and will not compensate Distributors for Sherlock User Activity obtained through any artificial method.
Violations of this policy can lead to IMMEDIATE FORFEITURE OF THE “SHERLOCK DISTRIBUTION RIGHTS” AND THE TERMINATION OF THE DISTRIBUTOR.
Filtering and NON Payment for “Excessive Sherlock Activity”
The Company has the right to and will filter out “excessive Sherlock activity or clicks” in calculating Sherlock Usage Commissions. The following are some but not all examples of how the Company filters out “excessive activity or clicks” in order to calculate correct Sherlock Usage Commissions:
More than two (2) clicks from same IP address on the same merchant/shopping Website link within sixty (60) seconds.
More than two (2) clicks from the same IP address in one (1) second flagging specific IP and/or User Statistics that have been determined to be fraud or bots, all excessive activity from these flagged IP or user agents are filtered.
The Excessive Usage Violation determination is at the sole discretion of the Company.
16. ERRORS OR QUESTIONS
If an ISD/RSD has questions about or believes any errors have been made regarding commissions, bonuses, Sales Group Activity Reports, or charges, the ISD/RSD must notify COMPANY within thirty (30) days of the date of the unreported error or incident in question. COMPANY will not be responsible for any errors, omissions or problems not reported to it within 30 days.
17. ROLL-UP OF VACATED ID
Upon cancellation or termination of ISD/RSD POSITION, all individuals on the first level of the canceling or terminating ISD/RSD may move into the vacated position. Provided, however, in the event the ISD/RSD is involuntarily terminated for violation of COMPANY policies or other wrongful conduct, COMPANY may first recoup any losses arising from the terminated ISDs/RSDs conduct before all individuals on the first level of the terminated ISD/RSD move in to the vacated ISD/RSD position.
18. CONTINUING DEVELOPMENT OBLIGATIONS
Any ISD/RSD who wishes to participate in COMPANYS ISD/RSD Marketing Plan must perform a bona fide supervisory function to ensure that his or her sales group is properly operating his or her COMPANY business. ISDs/RSDs must have ongoing contact, communication and management supervision with the ISDs/RSDs in their Sales Organizations. Examples of such contact and supervision may include, but not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail and electronic mail and these contacts must not violate any part of the Agreement.
ISDs/RSDs must not disparage other COMPANY ISDs/RSDs, COMPANYS products/services, the Marketing and Compensation Plan, or COMPANYS employees.
20. OBJECTIONABLE ACTIVITY OR CONDUCT
ISDs/RSDs may not distribute material, have written correspondence, telephone contact, voice mail and/or electronic mail that is or contains unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or which could otherwise give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation.
21. REPORTING POLICY VIOLATIONS
ISDs/RSDs observing a Policy or Agreement violation by another ISD/RSD should submit a written report of the violation directly to the attention of COMPANYS Compliance Department. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.
22. DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
A. Disciplinary Sanctions. Violation of the Agreement, fraudulent, deceptive or unethical business conduct by any ISD/RSD may result, at COMPANYS discretion, in one or more of the following corrective measures:
1. Issuance of a written warning or admonition;
2. Requiring the ISD/RSD to take immediate corrective measures;
3. Imposition of a fine, which may be withheld from commission checks;
4. Loss of rights to one or more commission checks;
5. Any other measure which COMPANY deems practicable to implement to equitably resolve injuries caused partially or exclusively by the ISDs/ RSDs policy violation or contractual breach.
6. Suspension of the individuals ISD/RSD POSITION for one or more pay periods;
7. Involuntary cancellation of the offending ISD/RSD POSITION;
8. Immediate removal of the ISD/RSD web site(s);
9. Any other measures expressly allowed within any provision of the Agreement or allowed by law;
The ISD/RSD is only entitled to a commission if he or she is not in violation of the Agreement.
B. Reconsideration. In the event an ISD/RSD is terminated and desires for his or her termination to be reconsidered, COMPANY must receive the request for reconsideration in writing within 15 days from the date of notice of termination. If no request for reconsideration is received within the 15 day period, the termination will automatically be deemed final. If an ISD/RSD files a timely notice of request for reconsideration, COMPANY will review the request for reconsideration and notify the ISD/RSD and the Ethics Committee of its decision within 10 days after receipt of the request for reconsideration. The decision of COMPANY will be final and subject to no further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice. The Ethics Committee will consist of officers of the COMPANY and at times, as determined in COMPANYS sole discretion, other ISD/RSDs selected by COMPANY.
C. Grievances and Complaints. When an ISD/RSD has a grievance or complaint with another ISD/RSD regarding any practice or conduct in relationship to their respective COMPANY businesses, the complaining ISD/RSD should first report problem to their registering Distributor who should review the matter. If the matter cannot be resolved it must be reported in writing to the ISD/RSD Services Department at COMPANY. COMPANY will review the facts and resolve it.
D. Cost Effective Dispute Resolution/Waiver of Jury Trial.
1. If a dispute arises relating to any relationship between or among COMPANY, its Officers, Employees, ISDs/RSDs, Customers, or Vendors or arising out of any products or services provided by COMPANY, it is expected that the parties will attempt in good faith to resolve any such dispute in amicable and mutually satisfactory manner.
In the event such efforts are unsuccessful, either Party may serve a notice of mediation on the other Party. Notice of Mediation shall be personally delivered or sent by prepaid registered airmail or air courier, and shall be effective on receipt thereof by the Party to whom it is addressed. Proof of receipt shall be a receipt signed by an officer or responsible official of the Party to whom it is addressed. The Notice of Mediation shall be dated, and without prejudice to any right under the Rules permitting subsequent modifications, and shall specify the claims issues that are to be addressed in the mediation.
If differences cannot be resolved by mediation, the Parties agree that, in order to promote to the fullest extent reasonably possible a mutually amicable resolution of the dispute in a timely, efficient and cost-effective manner, they will waive their respective rights to a trial by jury and settle their dispute by submitting the controversy to arbitration in accordance with the commercial rules of the American Arbitration Association (“A.A.A.”), except that all Parties shall be entitled to all discovery rights allowed under the Federal Rules of Civil Procedure as those rules exist in the United States Federal Court for the District of California.
The Arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. 1 et al, and the judgment upon the award rendered by the arbitrator may be entered by a court of competent jurisdiction thereof. If an ISD/RSD files a claim or counterclaim against COMPANY, he or she may only do so on an individual basis through arbitration and not with any other ISD/RSD or as part of a class or consolidated action. Any substantive or procedural rights other than the enforceability of the arbitration agreement shall be governed by California law, without regard to California conflict of law principles.
The Parties further expressly agree (a) the arbitrator shall only reach his or her decision by applying strict rules of law to the facts; (b) the arbitration shall be conducted in the English language, in Los Angeles, California;(c) the Party in whose favor the arbitration, including, but not limited to, attorneys fees and the cost and expense of administrating the arbitration proceedings, as well as any costs and attorneys fees incurred in executing on or enforcing the arbitration award; and (d) the arbitral award shall be issued in Los Angeles, California, U.S.A.
Except as provided in this Section 21, no Party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute until such matter shall have been submitted and determined as provided herein and then only for the enforcement of such arbitration award. Provided that, not withstanding this dispute resolution policy, either Party may apply to a court of competent jurisdiction in Los Angeles, California to seek injunctive relief before or after the pendency of any arbitration proceeding. The institution of any action for injunctive relief shall not constitute a waiver of the right or obligation of any party to submit any claim seeking relief other than injunctive relief.
Not withstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity, use or registration of any mark, copyright, or other intellectual property or proprietary or confidential information of COMPANY without COMPANYS prior written consent. COMPANY may seek any applicable remedy in any applicable forum with respect to these disputes and with respect to money owing to COMPANY. In addition to monetary damages, COMPANY may obtain injunctive relief against any violation of the Agreement or misuse of COMPANYS trademarks, copyrights or confidential information.
Nothing in this rule shall prevent COMPANY from terminating the Agreement or from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergency relief available to safeguard and protect COMPANYS interests prior to the filing of or during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding.
Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to, or to subtract from any of the provisions of the Policies or Procedures, Marketing Plan or the Agreement.
E. Governing Law, Jurisdiction and Venue. Sole and exclusive jurisdiction and venue of any matter shall reside in Dallas, Dallas County, State of California, except to the extent invoking the jurisdiction of another court is necessary to enforce any judgment or order entered by the arbitrator or court located in Los Angeles, California. Judgment upon the award may be entered by the United States Federal District Court of appropriate County Superior Court located in the State of California or application may be made to such court for the judicial acceptance of the award and order of enforcement, as the case may be if the Arbitrators award or decision is not complied with within seven (7) days of the Arbitratoras decision, except as expressly set forth herein. Except as set forth herein, Arbitration shall be the sole and exclusive procedure for resolution of disputes between the parties, including any disputes that might arise after termination of this Agreement.
All notices to be given pursuant to the Agreement shall be deemed to have been properly given by depositing the notice in the mail, addressed to the subject ISD/RSD at the last address on file with COMPANY, postpaid and registered or certified; or delivery by hand or by a recognized overnight delivery service; or by facsimile transmission; or by email. All notices shall be deemed given; three (3) business days from the date of postmark, if sent by mail; two (2) days after notice is deposited with a delivery service; or same day if delivered by hand or upon transmission by facsimile or by email.
24. NON-WAIVER PROVISION
Failure of COMPANY to exercise any right stated in the Agreement shall not constitute a waiver of COMPANYS right to demand exact compliance therewith. Waiver by COMPANY of any breach of any provision of the Agreements shall not constitute a waiver of any prior, concurrent, or subsequent breach by the ISD/RSD. Waiver by COMPANY must be issued in writing by an authorized officer.
If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement is held to be invalid or enforceable, COMPANY shall have the right to modify the invalid or unenforceable provision or any portion thereof, to the extent required to be valid and enforceable, and the ISD/RSD shall be bound by any such modification. The modification will be effective only in the jurisdiction in which it is required.
26. LIMITATION OF DAMAGES
TO THE EXTENT PERMITTED BY LAW, COMPANY AND ITS ISDs/ RSDS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR, AND ISDs/ RSDS HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM FOR LOSS OF PROFIT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY ARISE OUT OF ANY CLAIM WHATSOEVER RELATING TO COMPANYS PERFORMANCE, NON-PERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN ANY ISD/RSD AND COMPANY, WHETHER SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY. Furthermore, it is agreed that any damages to an ISD/RSD shall not exceed, and is hereby expressly limited to, the amount of unsold COMPANY programs, services and/or products of COMPANY owned by the ISD/RSD and any commissions owed to the ISD/RSD.
Best In U, Inc. Policy for Approaching Businesses and Nonprofits (12.31.2013)
The use of the Sherlock Nation Web App as a tool for fundraising and income generation has recently caught the imagination of many Independent Sherlock Distributers (ISDS), who are now making sales calls on many of these businesses and nonprofits. The prospect of giving away a free Web App that can save the user hundreds, even thousands of dollars while producing an online Affiliate income for the organization and the ISD, has created considerable excitement and activity.
Some of the sales activity that ISDs have conducted with businesses and nonprofits over the last few weeks, though well intentioned has caused some misinformation and unrealistic expectations for potential customers, users, and other distributors.
Best In U, Inc. would like to impress upon the ISD that the sales process with businesses and nonprofits is not as simple as it may seem. In an organization of any significant size, there are policies that have to be considered, multiple departments to involve, and various decision makers that have to be convinced before a sale can happen. Then the real work of giving away Sherlock Web Apps begins. Even after an organization decides to become an ISD, there are many hurdles to be overcome before the first Sherlock is installed. What is the plan for distributing Sherlocks? Who will implement the plan? If the plan hits a snag, who will get the initiative moving again? All these issues need to be worked through by you, the ISD.
There is a level of complexity involved with this sales process that requires a level of training and knowledge that makes it incumbent on Best In U, Inc. to set policies for ISDs who want to take advantage this opportunity. This is why Best In U, Inc. is announcing the following:
1) We are currently implementing a system that will support you in selling to large businesses and nonprofit organizations.
2) May 2012 was the launch of this support system; we are therefore freezing all sales activity with businesses and nonprofits with over 20 employees until an ISD has the proper certification/training..
3) There will be an electronic registration form available submit the contacts you have previously made, along with the deadline for registering. If you are already working with a business or nonprofit, you may continue to do so as long as you submit your contact on the required form. Best In U, Inc. will maintain a supervisory role in this process to ensure all parties involved have an equitable and successful outcome.
Initiating a new sales contact with one of these organizations as described herein, will not be allowed until the account is registered with the company.
We greatly appreciate your help with these policies. This will insure that these organizations and you, our valued ISDs will have a long and prosperous experience with the Sherlock Nation App.
An Best In U, Inc., Inc. Independent Distributor\’s success depends in great part upon his or her skills, efforts, dedication, desire, and motivation. Becoming an Independent Distributor is NOT a guarantee of income.
Average income from the Best In U, Inc., Inc. Distributor Compensation System has not been established.
Best In U, Inc. Internet and Print Advertising Policy
Internet and Print Advertising Policy. An Independent Sherlock Distributor (ISD) or Registered Representative (RR) may not advertise or promote their ISD/RR business or Best In U, Inc., (COMPANYS) business, products or marketing plan using the COMPANYS LOGO, or IMAGES with any electronic media or transmission, including on the Internet via web sites or otherwise, without the prior written approval of the COMPANY, which approval may be withheld at its sole discretion. If written approval is given, IDs/ RRs must abide by the use guidelines set forth by the COMPANY. This policy applies to all forms of print media and advertising.
Except as described in this section, we will not sell, rent or disclose your personally identifying information to third parties without notifying you of our intent to share the information and giving you an opportunity to prevent your information from being shared.
We occasionally use other companies, agents or contractors to perform services necessary to our operations. For example, we have partnered with companies to provide online products and services, process credit card transactions, analyze customers buying habits and process Associate Member and customer responses. We provide postal addresses to the U.S. Post Office, Courier Services and International Post Offices for delivery purposes. In the course of providing such services, these companies may have contact with your personal information. By contractual agreement, these companies must treat your information in accordance with this Policy. We will not be liable for any damages that may result from the misuse of your personal information by these companies.
From time to time, we may partner with companies whose products we believe will interest our users. We may occasionally send promotional announcements to our Independent Distributors.
Any exceptions to this policy of sharing your name, address or email address with a partner company will be done only with your permission. Best In U, Inc., Inc. also reserves the right to disclose information when required by law. We may also disclose, on an anonymous basis, literal statements made by our IA and customers. At no time will we disclose personal information about these statements without their permission.
Customers and IAs should check back for updates to this policy. Best In U, Inc., Inc. will obtain email consent from any user if the company is going to be using the information collected in a manner different from that stated when the user registered.
When transmitting your personal information to us, we use a secure server (SSL), which protects all of your personal information. This process ensures that the information you give us is protected against unauthorized access.
You can access your account from every page on the site to update and correct your name, email address, password, postal address, and other personal profile information. Please note that you must be signed in to your online office to access this information.
We have technology and security features, as well as strict internal guidelines, that help safeguard the privacy of your personal information from unauthorized access or improper use. We will continue to enhance our security guidelines as new technology becomes available.
The abuse and misuse of e-mail by a Best In U, Inc. Independent Distributor is a serious problem. Best In U, Inc. will not tolerate spam.
Definition of UCE (Unsolicited Commercial E-mail), or SPAM:
The bulk UCE, promotional material, or other forms of solicitation sent via e-mail that advertise any IP address belonging to Best In U, Inc. or any URL (domain) that is linked to www.shoppingsherlock.com or other web sites owned or operated by Best In U, Inc.
The use of web pages set up on ISPs that allow SPAM (also known as “ghost sites”) that directly or indirectly reference customers to domains or IP addresses linked by www.shoppingsherlock.com or other web sites owned or operated by Best In U, Inc.
Advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to facilitate a means to SPAM.
Forging or misrepresenting message headers, whether in whole or in part, to mask the true origin of the message.
For further information on mail abuse, please visit http://www.ftc.gov/
Repercussions of SPAM:
Across the Web, it is generally accepted that SPAM is an inconsiderate and improper business practice. SPAM is not only harmful because of its negative impact on consumer attitudes toward Best In U, Inc., but it can also overload Best In U, Inc., resources and other services.
Since it is unsolicited, users who receive SPAM often become angry and send complaints to our service providers. It can cause negative consumer attitudes and drain resources. We strive to maintain favorable business relationships in the Web community and obviously will not allow any practice that threatens these relationships.
Consequences for use of SPAM:
Best In U, Inc. reserves the right to terminate, without warning, any account that violates this policy. Usage of Best In U, Inc. services constitutes acceptance and understanding of this policy. Best In U, Inc. reserves the right to decide what it considers “SPAM”, “UCE”, “mail bombing”, or “bulk e-mail”, and to determine from all of the evidence whether or not the e-mail recipients were from an “opt-in” e-mail list.
If your Web site or capture page is mentioned in a spam complaint you may be subject to immediate termination.
We will not allow the actions of a spammer to compromise those of our compliant members. We believe there is NO EXCUSE FOR SPAM! Spamming is a serious problem, costing all Internet users a great deal of time and money.
Have your account AND Web site/capture page immediately terminated without a refund of any kind.
Forfeit use of all Best In U, Inc. services.
Face a possible fine of $250.
Open yourself to all civil and criminal liabilities in the jurisdictions applicable.
Please Note: You must pay $250 to $500 to our service providers for excessive spam complaints. If you are the user who is violating the spam policy that results in Best In U, Inc. $250 to $500 penalty, then YOU WILL BE HELD RESPONSIBLE AND MUST PAY THE FINE.
We reserve the right to determine what violates our No SPAM Policy.
*This SPAM (UCE) Accepted Use Policy and all other Best In U, Inc. policies are subject to change by Best In U, Inc. without notice. Continued usage of the services after a change to this policy is implemented and posted on the Best In U, Inc. site constitutes your acceptance of such change or policy. We encourage you to regularly check the www.shoppingsherlock.com site for any changes or additions.
All refund requests must be made within 30 days of enrollment/purchase.
Return of initial order will cancel the Distributors activation and position in the Compensation System. Any commissions paid to returnee during the first 30 days will be deducted from the return refund.