IBO Agreement
WyzeMedia LLC Independent Business Owner Agreement Wyze Media LLC hereinafter “WyzeMedia” Independent Business Owner Agreement “IBO Agreement”
Start Up Fee: Up to $199 for the initial one-year term
Business Support Fee known as Wyze Business Services “WBS” $25 per month (initial monthly payment due following month after initial sign-up)
Renewal Fee: $Waived Until Further Notice PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
DISPUTE RESOLUTION AND ARBITRATION TERMS ARE SET OUT IN SECTION 23 BELOW (the “DISPUTE RESOLUTION PROVISIONS”). PLEASE READ THE DISPUTE RESOLUTION PROVISIONS CAREFULLY.
1. I, the undersigned, acknowledge and agree that I have read and understand the WyzeMedia Independent Business Owner Agreement, which is comprised of the Terms and Conditions, the WyzeMedia Policies & Procedures (including all supplements thereto), and the WyzeMedia Compensation Plan (collectively, the “IBO Agreement” or the “Agreement”). By submitting my IBO application and signing below or by electronic acceptance hereof, I agree that I want to become an WyzeMedia Independent Business Owner (“IBO”) so that I can market goods and services offered by or through WyzeMedia (as used in the Terms and Conditions, the “WyzeMedia Products”) and participate in the WyzeMedia Compensation Plan (as more specifically described in the IBO Agreement), and I further agree that I accept, will comply with, and be bound by, the terms and conditions contained in the IBO Agreement.
See WyzeMedia’s Policies & Procedures Below
Click here for WyzeMedia’s Compensation Plan
2. I acknowledge and agree that the IBO Agreement will become a binding agreement upon myself and WyzeMedia, LLC, a Wyoming limited liability company (“WyzeMedia”), only upon acceptance by WyzeMedia of my completed IBO application, and that WyzeMedia will notify me of such acceptance via email to the email address I submit with my application. I understand that WyzeMedia has the right to accept or reject my IBO application in its sole discretion. For purposes of the IBO Agreement, WyzeMedia and its parents, subsidiaries and affiliates may be referred to collectively as the “WyzeMedia Companies” or each individually as an “WyzeMedia Company” or “WyzeMedia”. Capitalized terms used but not defined in these US Terms and Conditions shall have the meanings prescribed to such terms in the Glossary section of the WyzeMedia Policies & Procedures.
I understand that there is no requirement to become an IBO beyond my entering into the IBO Agreement and paying the initial Start Up Fee and monthly Business Support Fee. No other purchase of sales aids, training materials, WyzeMedia Products, WyzeMedia Business Tools (as hereinafter defined) or other services is required to become an IBO and any such purchase by me is strictly voluntary. I understand that earnings as an IBO, including commissions, bonuses or other compensation earned pursuant to the WyzeMedia Compensation Plan (collectively, “Compensation”) and advancement to higher qualification levels thereunder are based solely upon the successful sale or implementation of WyzeMedia Products to customers or or IBOs, and those customers/IBOs usage of such WyzeMedia Products as defined hereinafter, and that I am not personally obligated to purchase any WyzeMedia Products.
I understand that no Compensation is earned for the promotion of the WyzeMedia Opportunity or the sponsorship of new IBOs. If I choose to sponsor others to become IBOs and participate in the WyzeMedia Compensation Plan, I will not receive any Compensation whatsoever for the act of sponsoring or recruiting such IBOs; rather, I will be compensated based upon the activities of other IBOs only to the extent of such IBOs’ sales of WyzeMedia Products/Services to customers.
5. I hereby authorize WyzeMedia to (i) charge the Start Up Fee and ongoing monthly Business Support Fee to my credit or debit card on file with WyzeMedia (the “Payment Method”); and (ii) automatically charge the Payment Method for each Business Support Fee and Renewal Fee payment due and payable under this Agreement, together with any Account Maintenance Fee(s) (as hereinafter defined). I acknowledge and agree that it is my responsibility to ensure the Payment Method remains valid at all times during the term of this Agreement, and that I will provide to WyzeMedia all information necessary to allow WyzeMedia to charge the Payment Method (or any valid, replacement credit or debit card, which is hereinafter referred to as the Payment Method) for all amounts due and payable by me to WyzeMedia. I further acknowledge and agree that if the Payment Method expires or otherwise becomes invalid for any reason during the term of this Agreement (including without limitation any Renewal Term, as hereinafter defined), or I otherwise fail to annually renew my relationship with WyzeMedia or pay any Business Support Fee payment within the periods specified in the WyzeMedia Policies & Procedures, then my IBO position will be deactivated, this Agreement will terminate, and I will forfeit all rights under this Agreement, including without limitation the right to receive future Compensation.
6. I hereby represent that the information submitted with my IBO application is complete, true and correct, and that (i) my primary residence is in the United States or other country as approved by WyzeMedia, (ii) I am of legal age in my state of residence to enter into legally binding agreements, and (iii) I have legal authority to conduct business and earn income in the United States or other country as approved by WyzeMedia,. I agree to promptly notify WyzeMedia of any changes to the information submitted by me, including without limitation any changes related to the Payment Method. If I am entering into this Agreement on behalf of a corporation, limited liability company, partnership, trust or other entity, I represent that I have the authority to enter into such agreements for the entity, but I nonetheless agree that in addition to such entity, I will be personally responsible for the performance of all the duties and obligations described in this Agreement.
7. This Agreement shall become effective upon the acceptance hereof by WyzeMedia and shall continue for an initial term of one (1) year unless sooner terminated as permitted under this Agreement. Upon the expiration of the initial term, unless this Agreement is terminated pursuant to its terms, my relationship with WyzeMedia shall be automatically extended for additional, successive one-year periods (each, a “Renewal Term”) by (i) my entering into upon request the then-current Independent Business Owner Renewal Agreement located in the IBO Back Office; (ii) the successful processing of payment for the annual Renewal Fee (if applicable) on or before each Renewal Date or prior to the expiration of any grace period permitted by WyzeMedia, and any other amounts due and payable as of my Renewal Date, all as provided for in the WyzeMedia Policies & Procedures; and (iii) my compliance with all terms and conditions contained in the WyzeMedia Policies & Procedures related to my renewal. I acknowledge and understand that my payment of the Start Up Fee, the Business Support Fee (WBS), and the Renewal Fee(s) (if applicable) covers the costs associated with establishing and servicing my WyzeMedia business, and enables me to conduct and maintain my business status with WyzeMedia and are in consideration for a variety of services provided by WyzeMedia at no additional cost to me including, but not limited to, access to and use of business reporting tools and alerts, marketing materials and tools, training materials and personal development tools, and back-office support. I further acknowledge that the Renewal Fee (if applicable) is less than the Start Up Fee, and that I receive additional, valuable consideration under the WyzeMedia Compensation Plan for my agreement to renew my IBO Agreement and accept any changes thereto. I acknowledge and understand that WyzeMedia may from time to time modify the Renewal Fee or the Business Support Fee upon written notice to me delivered via email and such modified Renewal Fee or Business Support Fee will apply immediately and will be charged to the Payment Method upon the due date there for. The provisions of this Agreement which by their nature are intended to survive termination of this Agreement shall so survive, including without limitation the Dispute Resolution Provisions (as hereinafter defined), all restrictive covenants, and all provisions related to indemnification, confidentiality, data protection, and the Account Maintenance Fee.
8. I agree to timely pay for any products or services, WyzeMedia Business Tools or other items that I choose to purchase from any WyzeMedia Company.
9. I agree that, as an IBO, I am an independent contractor for all purposes under applicable federal, state, and local statutes, rules, regulations, directives, ordinances, guidance and other laws (collectively, “Applicable Law”), including without limitation the Internal Revenue Code, and all state tax and employment-related laws and regulations. As an independent contractor, I am not an employee, partner, agent, franchisee, or legal representative of any WyzeMedia Company or of any carrier, supplier, service provider or other party with whom any WyzeMedia Company transacts or contracts business (all such parties other than IBOs are referred to collectively herein as “WyzeMedia Providers”), and I am prohibited from presenting or holding myself out as such. I understand that, as an IBO, I am responsible for my own business and I am free to select my own means, methods and manner of operation, and free to choose the hours and location of my activities performed as an IBO, subject to the terms and conditions of this Agreement and Applicable Law. If I employ individuals to perform services for my independent business, I understand that I am responsible for their acts and omissions and for ensuring their compliance with this Agreement and Applicable Law. I understand that I am solely responsible for remitting any taxes, making any reports, and obtaining any licenses, permits, authorizations or insurance required to conduct my business in compliance with this Agreement and Applicable Law. I shall have no power or authority to bind any WyzeMedia Company or WyzeMedia Provider in any way, directly or indirectly, and I will not take any action inconsistent with this limit of authority. I acknowledge that as an independent contractor I am not entitled to holidays, vacations, disability, insurance, pensions or retirement plans, or any other benefits offered or provided by any WyzeMedia Company to its employees. I acknowledge and agree that I will not be treated as, nor represent myself or anyone I engage in my independent business, as an employee of any WyzeMedia Company or WyzeMedia Provider for any purpose, including for purposes arising under Applicable Law.
10. I acknowledge and understand that I may terminate this Agreement for any reason, at any time, by giving WyzeMedia written notice at its address of record as more fully described in the WyzeMedia Policies & Procedures. I further acknowledge and understand that WyzeMedia may terminate this Agreement pursuant to the WyzeMedia Policies & Procedures or by giving written notice to me in the event that I breach any part of this Agreement.
11. I acknowledge that, as an IBO, I am not guaranteed any income, nor am I assured any profits or success, and I certify that no claims of guaranteed profits or representations of expected earnings that might result from my efforts as an IBO have been made to me by any WyzeMedia Company or any other IBO. Similarly, I shall not represent, directly or indirectly, that any person may, can, or will earn any stated amount or that any IBO is guaranteed any level of success.
12. I understand that the WyzeMedia Products are offered in different markets on terms determined by the WyzeMedia Companies or the WyzeMedia Providers, and that the markets where the WyzeMedia Products are offered and the terms, conditions or prices applicable thereto may change from time to time without notice.
13. I understand that WyzeMedia may charge a fee to process all Compensation. In addition, I acknowledge and agree that any payments issued to me by WyzeMedia that remain unclaimed for six (6) months after the issuance date (“Unclaimed Funds”) shall be held by WyzeMedia in an account, and that WyzeMedia will assess an account maintenance fee of $10 per month (the “Account Maintenance Fee”) until such time as I have claimed all such Unclaimed Funds held by WyzeMedia. I acknowledge and understand that WyzeMedia shall deduct the Account Maintenance Fee monthly from the Unclaimed Funds and if there are insufficient Unclaimed Funds held by WyzeMedia from which to deduct the Account Maintenance Fee when due, then the Account Maintenance Fee shall be prorated to reflect the amount of Unclaimed Funds then remaining, and the remaining Account Maintenance Fee due shall be charged to the Payment Method. When no Unclaimed Funds are owed to me by WyzeMedia, the account shall be closed. I further acknowledge that any Unclaimed Funds may be subject to applicable escheat laws that may require WyzeMedia to deliver all or some portion of Unclaimed Funds to the applicable state or its government authorities.
14. I agree to keep accurate records regarding my activities as an IBO and, in the process of marketing and promoting the WyzeMedia Products or Services, I will act in a manner consistent with the WyzeMedia Policies & Procedures. I further agree that I shall not engage in or perform any misleading, deceptive or unethical practices, or make any false or misleading statements, regarding the WyzeMedia Products, the WyzeMedia Companies, or the various relationships between the WyzeMedia Companies, the WyzeMedia Providers, and IBOs.
15. I agree to abide by Applicable Law governing the marketing, sale or solicitation of the WyzeMedia Products, including without limitation all applicable anti-spam legislation, and I understand that I will be personally liable for any fines or other expenses incurred by any WyzeMedia Company or WyzeMedia Provider as a result of my failure to do so.
16. I understand that during any WyzeMedia investigation into a potential violation of this Agreement, or in the event the Payment Method becomes invalid for any reason, my IBO position status may be suspended and any Compensation which may be otherwise owing to me may be held by WyzeMedia until final resolution has been achieved. I acknowledge that in the event WyzeMedia determines that I have violated this Agreement, then WyzeMedia may, at its option, terminate this Agreement and deactivate my IBO position, in which event I will not be entitled to any Compensation of any kind.
17.WyzeMedia may periodically make available various training and marketing materials, applications, technology, reports, or other physical or virtual items for use in connection with my IBO position that are not included in the Business Support Fee (collectively, “WyzeMedia Business Tools”). I acknowledge and understand that I am under no obligation to purchase any WyzeMedia Business Tools (not included in the WBS), or any other materials or services, at any time, but that I will have the option to purchase any materials or services which I may choose.
18. I agree that, as an IBO, I shall place primary emphasis upon the sale of WyzeMedia Products and services to customers, and I acknowledge that I have the right to refer as many personal customers as I wish. I understand that during the term of this Agreement I will be eligible to earn Compensation for WyzeMedia Products and/or Downline, subject to and in accordance with the then-current WyzeMedia Compensation Plan. I acknowledge and understand that WyzeMedia reserves the right to vary or change the terms and conditions of the WyzeMedia Compensation Plan at any time, including without limitation those terms and conditions related to eligibility, provided that WyzeMedia will give me notice of such changes in accordance with the terms and conditions of this Agreement, and such notice shall be available in the IBO back office, which is deemed sufficient notice. I further acknowledge and understand that WyzeMedia may also from time to time make available to me certain incentives outside of the WyzeMedia Compensation Plan in connection with certain WyzeMedia Product offerings (e.g. promotional incentives), and that such incentives may be subject to separate terms and conditions. I further understand that maintenance of my position as a current IBO until the time of payment of Compensation is a condition for earning and receiving such Compensation, and I will not be eligible to receive payment of any Compensation following the termination or expiration of this Agreement.
19. I agree to indemnify, defend and hold the WyzeMedia Companies, the WyzeMedia Providers, and each of their respective shareholders, directors, officers and employees harmless from and against any and all claims, damages, costs and expenses, including without limitation any attorneys’ fees and court costs, arising out of or in connection with my actions or omissions in the performance under this Agreement. I understand and agree that the indemnity set forth in this Section 19 is in addition to, and not to the exclusion of, my indemnification obligations contained in the WyzeMedia Policies & Procedures.
20. I represent and warrant that I will comply with all terms and conditions contained in the IBO Agreement relating to the protection of Confidential Information, Personal Data, and related proprietary or confidential information, including without limitation the provisions contained in the WyzeMedia Policies & Procedures. I agree that all provisions contained in the IBO Agreement related to the protection and disclosure of Confidential Information and Personal Data shall survive the expiration or termination of the IBO Agreement.
21. IN NO EVENT WILL ANY WyzeMedia COMPANY OR ANY WyzeMedia PROVIDER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH ANY CAUSE, INCLUDING BUT NOT LIMITED TO ANY BREACH OF WARRANTY OR ANY DELAY, ACTION, ERROR OR OMISSION OF ANY WyzeMedia COMPANY OR WyzeMedia PROVIDER, OR THE DELIVERY, NONDELIVERY, DISCONTINUATION, OR MODIFICATION OF ANY PRODUCT OR SERVICE BY ANY WyzeMedia COMPANY OR WyzeMedia PROVIDER, EVEN IF THE RELEVANT WyzeMedia COMPANY OR WyzeMedia PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
22. THE WyzeMedia COMPANIES AND THE WyzeMedia PROVIDERS MAKE NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER. EXPRESSLY EXCLUDED ARE ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY WyzeMedia COMPANY OR WyzeMedia PROVIDER, OR ANY OF THEIR RESPECTIVE AGENTS OR EMPLOYEES, OR ANY IBO, WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE LIMITED WARRANTY PROVIDED FOR HEREIN.
23. DISPUTE RESOLUTION
PLEASE READ THIS SECTION OF THE IBO AGREEMENT CAREFULLY, AS IT PROVIDES FOR THE RESOLUTION OF MOST DISPUTES THROUGH BINDING ARBITRATION AND INCLUDES CERTAIN WAIVERS, INCLUDING CLASS ACTION, CLASS ARBITRATION AND JURY TRIAL WAIVERS.
A. Dispute Resolution Generally. WyzeMedia urges IBOs to resolve disputes involving other IBOs amicably and professionally. WyzeMedia may in its sole discretion agree to mediate and resolve any inter-IBO dispute, provided that the impacted IBOs agree that WyzeMedia’s findings and decision are binding. WyzeMedia will generally not mediate disputes between Individuals involved in the same IBO position (for example, between Spouses or Participating Parties of a PBE). If an IBO is dissatisfied with WyzeMedia in any way, or has a dispute with WyzeMedia as to their rights and obligations under the IBO Agreement, the IBO should contact WyzeMedia by writing or calling IBO Services so that WyzeMedia may attempt to resolve the issue. If an IBO is unable to resolve the issue after cooperating in good faith with IBO Services, the dispute shall be resolved as set forth below in this Section 23.
B. Arbitration
a. If either (i) any WyzeMedia Company, or any of their respective owners, officers, directors, employees, contractors, consultants, representatives or agents (individually or collectively referred to as “WyzeMedia” for purposes of the Dispute Resolution Provisions) or (ii) an IBO has any legal claim or dispute against the other, including, but not limited to, those arising from or in connection with, or otherwise relating to, the IBO Agreement or the termination hereof, the IBO’s position, services, my registration for or participation in any Event, or the WyzeMedia Products (each, a “Dispute”), the party initiating the Dispute must first try to contact the other to resolve the Dispute informally in good faith. WyzeMedia must contact the IBO at the contact number WyzeMedia has on file for the IBO or write the IBO at the IBO’s physical or email address listed on the IBO’s position with WyzeMedia. The IBO must write to WyzeMedia at Attn: WyzeMedia Business Ethics, 6615 Boynton Beach Blvd, #181 Boynton Beach, FL 33437, or by email at Admin@WyzeMedia.com
b. All Disputes (in any case, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal or equitable theory), to the extent not prohibited by Applicable Law, shall be resolved by final and binding arbitration, pursuant to the Commercial Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”) (available at the following address: https://www.adr.org/Rules or other applicable AAA rules, as in effect at the time of the arbitration, and as modified herein. The IBO may contact the AAA in writing at one of its locations (e.g., Miami Regional Office, 1111 Brickell Avenue, Suite 1950, Miami, FL 33131) The IBO may also obtain additional information about the AAA and its procedures from the AAA’s website, at www.adr.org. Notwithstanding the foregoing in this subsection 23(B) (b), (i) either the IBO or WyzeMedia may bring an individual action against the other party in small claims court (or comparable court of competent jurisdiction) so long as the only parties to that action are the IBO and WyzeMedia and the total value of the claims made in the action is less than the claim limit applicable in the jurisdiction in which the claim is filed, and (ii) nothing herein shall prevent WyzeMedia from enforcing the IBO Agreement, including without limitation taking corrective or remedial action such as deactivation of the IBO’s position, for an IBO’s violation of the IBO Agreement (including without limitation the Policies & Procedures). Following the contact required in subsection 23(B)(a) above and prior to commencing an arbitration proceeding with the AAA, a party seeking to arbitrate any Dispute must send to the other party, via certified mail, a written Notice of Dispute (“Notice”). The Notice to the IBO must be sent by WyzeMedia to the IBO’s address on file with WyzeMedia. The Notice to WyzeMedia must be addressed to: WyzeMedia IBO Services, 6615 Boynton Beach Blvd, #181 Boynton Beach, FL 33437. The Notice must describe (a) the nature and basis of the claim or Dispute; and (b) the specific relief sought. The IBO and WyzeMedia each expressly agree to attempt to resolve any Dispute by first sending the Notice to the other party prior to initiating or commencing an arbitration proceeding with the AAA.
c. If a Dispute is not satisfactorily resolved within sixty (60) days after the Notice is sent, either party may then commence an arbitration proceeding with the AAA.
d. If the amount involved in the Dispute is less than $1,000, the arbitration will be conducted, at the IBO’s election, (i) in person in the jurisdiction of the last address of the IBO on file with WyzeMedia, or (ii) by telephonic hearing. If the amount in Dispute is $1,000 or more, the arbitration will be conducted in Miami, Florida (unless prohibited by Applicable Law, in which case the arbitration will be conducted in person in the jurisdiction of the last address of the IBO on file with WyzeMedia). Each of the IBO and WyzeMedia has the right to be represented by an attorney in any arbitration.
e. The number of arbitrators shall be mutually agreed upon by the parties; provided, however, that in event the parties cannot agree on the number of arbitrators, the AAA Rules will control. In all cases, the award of the arbitrator(s) shall be accompanied by a reasoned opinion. Punitive or exemplary damages shall be allowed only to the extent the remedy is expressly available under Applicable Law. Discovery shall consist of interrogatories, document requests, and no more than five depositions of seven hours or less each, per side; provided, however, that the arbitrator(s) may award additional discovery upon motion by either party and a showing of need and/or the inability to pursue or defend claims absent additional discovery.
f. The party initiating the arbitration must pay the applicable AAA filing fee when submitting its written request for arbitration to the AAA. Unless otherwise provided for in the AAA Rules, all other administrative fees and expenses of arbitration, including the fees and expenses of the arbitrator, will be divided equally between the parties.
g. Unless applicable substantive law provides otherwise, each party will pay its own expenses to participate in the arbitration, including attorneys’ fees and expenses for witnesses, document production, and evidence presentation. The arbitrator(s) shall have the authority to award the same damages and other relief that would have been available to the parties as individual claimants in court.
h.Any award may be confirmed and enforced in any court of competent jurisdiction. The arbitration will be confidential, and neither the IBO nor WyzeMedia may disclose the existence, content, or results of the arbitration, except as necessary to conduct the proceedings, to confirm and enforce the award, to its own legal or financial advisors, by agreement, or as may be required by law.
C. CLASS ARBITRATION WAIVER. EACH DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS. EACH OF THE IBO AND WYZEMEDIA SPECIFICALLY AGREE THAT IT MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A CLAIMANT OR CLASS MEMBER
IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP PROCEEDING. NO CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP ARBITRATIONS ARE PERMITTED EVEN IF ALLOWED UNDER THE APPLICABLE AAA RULES. EACH PARTY AGREES THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP PROCEEDING (“CLASS ARBITRATION WAIVER”). EACH OF THE IBO AND WYZEMEDIA ACKNOWLEDGE THAT THE CLASS ARBITRATION WAIVER IS MATERIAL AND ESSENTIAL TO THE RESOLUTION OF ANY DISPUTE. THEREFORE, IF THE CLASS ARBITRATION WAIVER IS LIMITED, VOIDED, OR OTHERWISE FOUND UNENFORCEABLE, SUCH THAT CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP ARBITRATION IS ALLOWED, THEN THE ENTIRETY OF SUBSECTIONS 23(B) ABOVE AND 23(F) BELOW (BUT ONLY SUBSECTIONS 23(B) ABOVE AND 23(F) BELOW) SHALL BE NULL AND VOID, AND IF A PARTY CHOOSES TO PROCEED WITH ITS CLAIM IT MUST DO SO IN COURT PURSUANT TO SUBSECTIONS 23(D) AND 23(E) AND SECTION 24 BELOW. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THESE DISPUTE RESOLUTION PROVISIONS, THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, AND VALIDITY OF THE CLASS ARBITRATION WAIVER AND ANY ATTENDANT QUESTION OR DISPUTE REGARDING THE VOIDANCE OF THE ARBITRATION PROVISIONS SET FORTH IN SUBSECTION 23(B) ABOVE, SHALL IN EACH CASE BE DECIDED ONLY BY A COURT AND NOT BY AN ARBITRATOR.
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THE IBO AGREEMENT TO THE CONTRARY, THE ARBITRATOR MAY AWARD MONEY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. NO CLASS, COLLECTIVE, REPRESENTATIVE, GROUP, OR APPLICABLE PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY, OR PRAYERS FOR RELIEF, MAY BE MAINTAINED IN ANY ARBITRATION HELD PURSUANT TO THE IBO AGREEMENT.
D. CLASS ACTION WAIVER. IN THE EVENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, FOR ANY REASON, EACH OF THE IBO AND WyzeMedia AGREE THAT SUCH DISPUTE WILL ONLY BE RESOLVED ON AN INDIVIDUAL BASIS. EACH OF THE IBO AND WYZEMEDIA SPECIFICALLY AGREE THAT IT MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP PROCEEDING.
E. JURY TRIAL WAIVER. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, FOR ANY REASON, IF NOT PROHIBITED BY APPLICABLE LAW, EACH OF THE IBO AND WyzeMedia HEREBY WAIVE ANY RIGHT TO A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY LAW.
F. Delegation to Arbitrator. Except as provided in subsection 23(C) above, I acknowledge and agree that the arbitrator(s), and not any federal, state, or local court, shall have exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, or validity of these Dispute Resolution Provisions, including without limitation any claim that these Dispute Resolution Provisions are void or voidable.
G. Severability. If any provision contained in these Dispute Resolution Provisions is deemed invalid or unenforceable, such provision shall be modified automatically to the minimum extent necessary to render the parties’ agreement to arbitrate valid and enforceable. If a provision conflicts with a mandatory provision of Applicable Law, the conflicting provision shall be severed automatically and the remainder construed to incorporate the mandatory provision. In the event of such severance or modification, the remainder shall not be affected.
H. Termination. The Dispute Resolution Provisions shall remain in effect even after termination of the IBO Agreement or the termination of the IBO’s business association with WyzeMedia.
24. RESTRICTIVE COVENANTS A. For purposes of this Section 24, the following capitalized terms shall have the meanings provided below:
“WyzeMedia Products and Services” means, collectively, all products or services offered for sale by WyzeMedia, any WyzeMedia Company, or any WyzeMedia Provider, and all physical goods, software, applications, or other materials offered for sale by such parties. WyzeMedia Products and Services do not include WyzeMedia Business Tools.
“Customer” means a person or entity that utilizes and/or purchases WyzeMedia Products and Services, and includes any IBO that utilizes and/or purchases WyzeMedia Products and Services for their personal use.
“Downline” means, with respect to your IBO organizational hierarchy, all IBOs who fall at the first level or below underneath your IBO position.
“Participating Party” means a shareholder, partner, or beneficial owner of an IBO position that holds an interest in the IBO position equal to five percent (5%) or more of the total interest therein, or any individual that acquires Customers or recruits potential IBOs in connection with an IBO position as permitted under the IBO Agreement.
“Restricted IBO” means any individual that is or, within the past one hundred twenty days (120) days, has been, party (directly or as a Participating Party) to an IBO Agreement with WyzeMedia or, if you or your Downline have engaged in business outside of the United States, any other WyzeMedia Company.
“Solicit” means, in effect or by intent, to request, recruit, enroll, sponsor, entice, induce, influence, or encourage, in each case in any way and through any means or method (including, without limitation, communications made affirmatively or responsively, directly or indirectly, expressly or implicitly, or personally or through or with one or more third parties). “Solicitation” is the noun form of the verb “Solicit.” Solicitation includes, without limitation, person-to-person meetings, phone calls (e.g. direct phone calls and three-way calls), emails, text messages, chat messages, and social media postings.
B. Customer Non-Solicitation. During the term of this Agreement and for a period of one (1) year after the expiration or earlier termination hereof, I agree that I shall not Solicit any Customer to whom I have successfully marketed WyzeMedia Products and Services within the immediately prior two (2) years to (i) move their business away from any WyzeMedia Company, another IBO, or any WyzeMedia Provider; or (ii) purchase products or services that are the same as or similar to any WyzeMedia Products and Services offered by another provider or distribution channel other than as specifically designated or approved in writing by WyzeMedia. I acknowledge and agree that all Customers Solicited by an IBO for the promotion or sale of WyzeMedia Products are deemed to be Customers of WyzeMedia (or the applicable WyzeMedia Company or WyzeMedia Provider) and not of the IBO, whether or not the IBO originally introduced, procured or brought such Customer to WyzeMedia or the applicable WyzeMedia Company or WyzeMedia Provider. I further acknowledge and agree that I shall not Solicit Customers for goods or services similar to and competitive with WyzeMedia Products and Services through any channel other than as specifically permitted in this Agreement or approved in writing by WyzeMedia.
C. Restricted IBO Non-Solicitation. During the term of this Agreement and for a period of one (1) year after the expiration or earlier termination hereof, I agree that I shall not Solicit any Restricted IBO to participate, personally or through any entity or other medium, in another multi-level marketing, network marketing, or other direct selling business opportunity (other than an WyzeMedia Company). I acknowledge that because direct selling is conducted through networks of independent contractors dispersed across the entire United States and internationally, and business is commonly conducted via the Internet and telephone, any effort to narrowly limit the geographic scope of this non-Solicitation provision would render it wholly ineffective. Therefore, I acknowledge and agree that, subject to the above definition of “Restricted IBO”, it is reasonable that the foregoing Solicitation prohibition extends to all markets in which WyzeMedia or the other WyzeMedia Companies conduct business. Notwithstanding the foregoing, I shall not be restricted under this subsection 24(C) from Soliciting any Restricted IBO so long as: (1) I cancel this Agreement within the three (3) day Cooling Off Period described in the WyzeMedia Policies & Procedures, or (2) (i) I am within my initial 12-month term with WyzeMedia (as opposed to any Renewal Term), and (ii) I have not at any time achieved a AD (Area Director) compensation level or higher, and (iii) such Solicitation occurs without the use, aid, assistance, or participation of any other current or former IBO with an existing non-Solicitation obligation to WyzeMedia or another WyzeMedia Company. Furthermore, I acknowledge and agree that this subsection 24(C) shall not restrict me from Soliciting individuals through presentation to groups or through other mass communications, in each case consisting of an audience of 50 or more individuals, where I do not know and have no reasonable basis to know that any Restricted IBO is part of such audience; provided, however, that: (a) any such communication is not targeted to any Restricted IBO; (b) the audience is not intended to include any Restricted IBO; (c) I have no person-to-person interaction with any Restricted IBO directly or through a third party (whether before, during, or after the communication); and (d) all such communications are transmitted in compliance with Applicable Law. Other than such permitted communications, in the absence of knowing whether an individual is a Restricted IBO, I acknowledge that it is reasonable for me to enquire of any individual whether he or she is a Restricted IBO or whether any audience includes Restricted IBOs prior to making any Solicitation that would be prohibited under this subsection 24(C), and to then exclude any Restricted IBO prior to making the Solicitation.
D. Additional Restrictions. During the term of the Agreement and for a period of one (1) year after the expiration or earlier termination here, I agree that I shall not enter into a direct marketing relationship or any type of relationship with any WyzeMedia Provider or any other distribution or sales channel for any WyzeMedia Provider. I shall not directly or indirectly compete with WyzeMedia. I shall not directly or indirectly contact any Provider or any other distribution or sales channel for any WyzeMedia Provider.
E. Compensatory Damages for breach of contract. In addition to any and all other remedies of law or compensatory damages due or awarded in payment for economic loss or breach of this agreement. It does not include punitive or exemplary damages or the multiple portion of any multiplied damage award, For intentional torts the IBO agrees to immediately pay $5,000 for each person affected by an intentional tort and $25,000 for each incident for compensatory damages to WyzeMedia.
F. Survival of Restrictive Covenants. I acknowledge and agree that my obligations under this Section 24 shall survive the expiration or earlier termination of this Agreement for any reason. I further acknowledge and agree that, notwithstanding anything to the contrary contained in the IBO Agreement, in addition to any other compensatory damage awarded to WyzeMedia, temporary and permanent injunctive relief is an appropriate remedy to prevent further damage to WyzeMedia, any WyzeMedia Company, or any WyzeMedia Provider for my violation of the provisions of subsections 24(B), 24(C), or 24(D) above.
25. The IBO Agreement, including its formation, construction, interpretation, and enforceability, is governed by and shall be construed in accordance with the law of the State of Florida, without regard to its choice of law rules. Notwithstanding the foregoing, each of the IBO and WyzeMedia acknowledge and agree that the relationship between the parties is an interstate commerce transaction and, accordingly, the Dispute Resolution Provisions set forth in Section 23 above, and the interpretation and the enforceability of the Dispute Resolution Provisions, are and shall be governed by the Federal Arbitration Act, notwithstanding any other law to the contrary, and no state law shall apply if and to the extent such state law is preempted by the Federal Arbitration Act. Subject to the foregoing, the substantive law of the State of North Carolina shall govern the substance of any Dispute arbitrated under the Dispute Resolution Provisions. Further, any court proceedings between an IBO and WyzeMedia shall be governed by the laws of the State of Florida, without regard to its choice of law rules, and such proceedings shall take place in Florida; provided, however, that if an IBO brings a small claims action as permitted in subsection 23(B)(b) above, the IBO may do so in the jurisdiction of the IBO’s address on file with WyzeMedia. Subject to the arbitration requirements contained in subsection 23(B) above, for any court action brought in a jurisdiction consistent with the foregoing sentence, each of the IBO and WyzeMedia agrees to submit to the personal and exclusive jurisdiction of such court and waives any objection as to venue or inconvenient forum.
26. I acknowledge and agree that the following amendments or modifications to the IBO Agreement may be made only by way of mutual consent: any amendment or modification (i) to or of the Dispute Resolution Provisions, or (ii) that extends any of the time periods, or otherwise expands the restrictions applicable to me, in each case contained in Section 24 above. In the event of a change to the IBO Agreement requiring mutual consent, WyzeMedia will deliver email notice to the IBO of such change and the IBO shall have ten (10) days from the receipt of such notice to terminate the IBO Agreement by written notice to WyzeMedia, failing which, the IBO will be deemed to have consented to the relevant changes and such changes will be immediately effective without any further notice upon the expiration of such 10-day period. With the exception of aforementioned changes that require mutual consent, I acknowledge that WyzeMedia fully reserves its right to amend or modify this Agreement at any time by notifying me of the changes by emailing me or posting the revisions on the WyzeMedia website (www.WyzeMedia.com) or in the WyzeMedia Back Office, and any such changes to this Agreement may be made effective at WyzeMedia’s election upon the date of execution, or the date of WyzeMedia’s posting of the amended Agreement, or prospectively to a date specified in the amendment. This Agreement shall not be modified or amended except as described herein and no amendment shall apply retroactively.
27. The IBO Agreement constitutes the entire agreement and understanding between me and WyzeMedia, any WyzeMedia Company, or any third party regarding the subject matter hereof and supersedes any and all prior or contemporaneous agreements, representations, commitments or understandings, whether oral or written, made by or between WyzeMedia and me. I acknowledge and agree that I am not relying and have not relied on any oral or written statements or representations made by WyzeMedia, any WyzeMedia employee, or any other IBO regarding the subject matter hereof other than those expressly set forth herein. Except as otherwise expressly stated in these Terms and Conditions, in the event of a conflict between the terms and conditions contained in the agreements comprising the IBO Agreement, the following order of precedence shall apply: first, (i) the Dispute Resolution Provisions, then (ii) these Terms and Conditions, then (iii) the WyzeMedia Policies & Procedures, and lastly (iv) the WyzeMedia Compensation Plan. For purposes of this Agreement, the addresses (physical and email) submitted by me with my IBO application are deemed to be my correct address unless and until I provide to WyzeMedia notification of a change of address in accordance with the WyzeMedia Policies & Procedures.
28. I understand that I may not assign this Agreement, or any portion thereof, or any of the duties, obligations or liabilities contained herein, without the prior written consent of WyzeMedia, which consent may be withheld, conditioned, or delayed in WyzeMedia’s sole discretion. WyzeMedia may assign this Agreement at any time and without my consent, and upon such assignment WyzeMedia shall be relieved of any and all duties, obligations, and/or liabilities arising from this Agreement. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of the parties hereto. The WyzeMedia Companies and WyzeMedia Providers are intended third-party beneficiaries of this Agreement.
29. If any provision of this Agreement is determined by an authority of competent jurisdiction to be invalid or unenforceable in part or in whole for any reason whatsoever, the validity of the remaining provisions or portions thereof shall not be affected thereby and such authority should reform the IBO Agreement to the extent necessary in a manner that comes closest to expressing the intention of the invalid and unenforceable provision while rendering the otherwise unenforceable provision or portion thereof valid and enforceable.
RIGHT TO CANCELLATION Cooling off Period
During the “Cooling off Period” I may cancel this transaction, without penalty or obligation, for a full refund, if I provide a valid cancellation notice within three (3) days from the date of this Agreement, exclusive of the date of signing. I understand that if I cancel after the three (3) day period, I am not entitled to any refund. If I cancel within three (3) days from the date of this Agreement, any payments made by me under this Agreement and any instrument executed by me will be returned within twenty-one (21) days following receipt by WyzeMedia of my written notice of cancellation. To cancel this Agreement, I must; 1. Immediately Email admin@WyzeMedia.com a formal notice of cancellation and 2. Deliver by registered or certified mail return receipt requested, a written, signed, dated copy of a notice of cancellation to the following address: WyzeMedia, LLC, 6615 Boynton Beach Blvd. #181, Boynton Beach, FL 33472 Attn: IBO Services.
Certain states require a longer cancellation period by law, and where applicable state law on cancellation is inconsistent with WyzeMedia policy, such state law shall be in force and the cancellation rights set forth herein shall be deemed modified to reflect the state requirements.
IBO agrees and understands that the charges on a credit card or debit card for any charge are irrevocable, indisputable and may not be charged back, contested or challenged now or in the future. Doing so is a material breach of this agreement for which WyzeMedia, in addition to all other remedies, would be entitled to attorney fees, cost and fees associated with addressing a chargeback in addition to the amount challenged.
IBO further agrees that proof or purchase by WyzeMedia is all that is necessary to establish to the credit card agency or banking institution to deny a chargeback to IBO.
WyzeMedia shall have at its sole disposal any other legal remedy it independently chooses to pursue against the IBO, including turning over to a collection agency for any and all amounts due.
30. I, the undersigned, acknowledge and agree that I have read and understand the WyzeMedia Independent Business Owner Agreement, which is comprised of the Terms and Conditions, the WyzeMedia Policies & Procedures (including all supplements thereto), and the WyzeMedia Compensation Plan (collectively, the “IBO Agreement” or the “Agreement”). By submitting my IBO application and signing below or by electronic acceptance hereof, I agree that I want to become an WyzeMedia Independent Business Owner (“IBO”) so that I can market goods and services offered by or through WyzeMedia (as used in the Terms and Conditions, the “WyzeMedia Products”) and participate in the WyzeMedia Compensation Plan (as more specifically described in the IBO Agreement), and I further agree that I accept, will comply with, and be bound by, the terms and conditions contained in the IBO Agreement. ______________________________________
WyzeMedia POLICIES AND PROCEDURES
Welcome to WyzeMedia! We are pleased that you have joined WyzeMedia as an WyzeMedia Independent Business Owner (“IBO”). You are beginning an exciting journey with WyzeMedia, and we look forward to a long relationship with you. WyzeMedia has created these Policies & Procedures to help support you in successfully promoting your WyzeMedia IBO business. These Policies & Procedures apply to all IBO. Here you will find important requirements and guidance to help you start, operate and grow your independent business as an WyzeMedia IBO. These Policies & Procedures include and incorporate the Permitted Business Entity (PBE) Requirements, as well as any other Supplemental Policies that WyzeMedia may publish from time to time. To fully understand your rights and obligations as an IBO, you must also read the Terms and Conditions and the WyzeMedia Compensation Plan. All of these documents together form your IBO Agreement, which is a binding contract between you and WyzeMedia. WyzeMedia will update these Policies & Procedures from time to time and will provide notice of such updates in accordance with the US Terms and Conditions; however, all IBOs should check the IBO Back Office regularly to review the current version of these Policies & Procedures. You can find definitions for capitalized terms used in these Policies & Procedures in the Glossary of Defined Terms located in Article IX below. If you have questions about any portion of your IBO Agreement, your IBO position, or WyzeMedia, please contact WyzeMedia IBO Support or refer to your IBO Back Office.
A WORD ABOUT WyzeMedia’s CORE VALUES WyzeMedia conducts business every day embracing core values established by our Founders. We believe that doing so enables WyzeMedia to deliver the best possible Customer and IBO experiences. IBOs must embrace the WyzeMedia Core Values too. We believe that in doing so you will find greater success in achieving your goals, both in the WyzeMedia Opportunity and in other aspects of your life.
1. Integrity, Trust & Respect WyzeMedia’s leadership is committed to success through integrity and to conducting business in an ethical, trustworthy, and lawful manner. Follow the WyzeMedia Founders’ lead, treat others how you want them to treat you, and build your business always by “doing the right thing”.
2. Teamwork & Communication. Your IBO business is your own, but in your business, you will work with current and prospective Customers and other IBOs. Communicate clearly and honestly with them. Treat them with respect. Do not mislead them or make false promises or guarantees. Work closely with your team, help each other with proper coaching, motivation and support, and help each other set and achieve challenging but realistic goals.
3. Entrepreneurial Spirit & Empowerment. You own your own business as an IBO. You are an independent contractor of WyzeMedia, not an employee. As a business owner, you have incredible freedom to make decisions, be innovative, and work your business how you choose. The decisions you make and your commitment to your business will be driving forces in determining your success. Empower yourself and your team with this knowledge in setting and working toward your goals.
4. Winning Culture. To WyzeMedia, winning means success in achieving goals and helping others do the same. What is your personal “why” for establishing your own business? Whether it’s to earn some extra money for the holidays, build an income stream, develop relationships, personal growth, or something else, identify it. Then, work to achieve it, and remember to help others along the way. ©WyzeMedia Opportunity, LLC
I. STARTING, BUILDING AND MAINTAINING YOUR INDEPENDENT BUSINESS
I.1 Eligibility to Become an IBO. To be eligible to become an IBO and maintain your IBO position, you must: (1) be of Legal Age; (2) have a primary residence located in the United States or an approved country; (3) have legal authority to conduct business and earn income in the United States or an approved country; (4) have your completed IBO Application accepted by WyzeMedia as described in these Policies & Procedures; and (5) provide and maintain your Payment Method. If you hold your IBO position as a Permitted Business Entity (PBE), each Participating Party must meet the foregoing requirements and the PBE must be formed and resident in the United States or approved country and comply with the PBE-specific requirements contained in these Policies & Procedures.
I.2 IBO Application and Acceptance. To apply to become an IBO in the United States or approved country, you must accurately complete and submit the IBO Application and pay the Initial Payment via your Payment Method. You do not need to purchase WyzeMedia Products or WyzeMedia Business Tools to become an IBO. If your IBO Application is rejected, WyzeMedia will notify you within 3 days of your rejection. If your IBO Application is incomplete or inaccurate, or if WyzeMedia cannot process your Initial Payment, your IBO Application may be rejected or WyzeMedia may provisionally accept your IBO Application pending receipt of all required information or your payment, but you will not be entitled to any Compensation unless and until your IBO Application is finally accepted by WyzeMedia. WyzeMedia may accept or reject your IBO Application for any reason, or no reason, in WyzeMedia’s sole discretion. If WyzeMedia rejects your IBO Application, then you will not become an IBO and any IBO position that was provisionally created for you will be terminated. In such case, you will receive a refund of your Initial Payment as described in these Policies & Procedures.
I.3 Provision of Information. You are responsible for ensuring that all information you submit to WyzeMedia is kept accurate and complete, including without limitation all information related to your Payment Method. Promptly notify WyzeMedia of any changes to this information, including changes to your name, address, telephone number, email address, and/or Payment Method information. Most changes can be submitted through the IBO Back Office.
I.4 Payment Method. You must maintain a valid Payment Method on file with WyzeMedia at all times. In the event your Payment Method becomes invalid for any reason, WyzeMedia will provide notice to you (each, a “Payment Notice”), and any Compensation payments will he held until you provide a valid Payment Method to WyzeMedia that allows WyzeMedia to process Business Support Fee payments going forward. If you timely respond to a Payment Notice, WyzeMedia will charge your Payment Method for any accrued but unpaid Business Support Fees and will release any held Compensation upon successful processing of such charge. In the event that you fail to provide a valid Payment Method (i) within ninety (90) days of the relevant Payment Notice, then your IBO position will be deactivated and you will forfeit your rights to payment of Compensation of any kind, regardless when earned, and you must provide a valid Payment Method and pay all amounts then due and payable in order to reinstate your position; or (ii) within one (1) year of the receipt of a Payment Notice, then your IBO position will be deactivated and cannot be reinstated, you will forfeit your rights to payment of Compensation of any kind, regardless when earned, and your IBO Agreement will be terminated, meaning you will need to re-enroll as a new IBO in accordance with these Policies & Procedures.
IBO agrees and understands that the charges on a credit card or debit card for any charge are irrevocable, indisputable and may not be charged back, contested or challenged now or in the future. Doing so is a material breach of this agreement for which WyzeMedia, in addition to all other remedies, would be entitled to attorney fees, cost and fees associated with addressing a chargeback in addition to the amount challenged.
IBO further agrees that proof or purchase by WyzeMedia is all that is necessary to establish to the credit card agency or banking institution to deny a chargeback to IBO.
WyzeMedia shall have at its sole disposal any other legal remedy it independently chooses to pursue against the IBO, including turning over to a collection agency for any and all amounts due. I.5 IBO Position Names and IBO positions must be operated in the name of the Individual(s) or the PBE holding the IBO position, unless an exception is approved in writing by WyzeMedia.
I.6 Business ID Numbers WyzeMedia assigns a Business ID Number to each IBO, which is intended only for use by the IBO to which it is assigned. You should encourage your Customers to include your Business ID and Name on all Customer orders, and you should ensure that any IBO that you sponsor includes your Business ID on their IBO Application. Failure to provide your Business ID may result in you not receiving credit for Customer purchases or in new IBOs being excluded from your Downline. You are responsible for any activity that is performed using your Business ID; accordingly, you must exercise appropriate care to monitor and protect against unauthorized use of your Business ID, including use of the WyzeMedia login credentials associated with your Business ID, and you must promptly notify WyzeMedia of any unauthorized use.
I.7 Permitted Business Entities A Permitted Business Entity (PBE) may apply to become an IBO, subject to additional requirements described in these Policies & Procedures and the PBE Requirements, including submission of the PBE Addendum (which is available upon request orin the IBO Back Office). Any IBO position that will have more than one beneficial owner must apply as a PBE rather than as an Individual unless the IBO position is held by Spouses/Domestic Partners. Conversion of an Individual IBO Position to a PBE Position is considered by WyzeMedia to be a sale or transfer and is subject to Section I.12 below. Each Participating Party in a PBE Position must sign the PBE Addendum and be added to the IBO position by the Primary Contact and personally agree to abide by and be jointly and severally responsible and liable for the IBO Agreement as the IBO and, in addition, Participating Parties are subject to the restrictions applicable to holding multiple IBO positions in Section I.14 below.
I.8 Spouses/Domestic Partners as IBOs Spouses and Domestic Partners may join WyzeMedia as IBOs and operate under the same or separate IBO positions. If Spouses or Domestic Partners operate the same IBO position, both names must be listed on the position, but one Individual must be designated as the Primary Contact and will be entitled to receive or direct the disposition of Compensation. Each Spouse or Domestic Partner must agree to abide by the IBO Agreement. If Spouses or Domestic Partners operate separate IBO positions, one Spouse or Domestic Partner must be the Sponsor of the other. If IBOs with separate IBO positions, where one is not the Sponsor of the other, become Spouses or Domestic Partners, one of the IBOs must sell or terminate its IBO position. That IBO may join their Spouse or Domestic Partner’s position or create a new IBO position that is Sponsored by the IBO’s Spouse or Domestic Partner. Customers and Downline under the sold or terminated IBO position will remain with that sold or terminated IBO position. WyzeMedia may terminate either or both IBO positions if the IBOs do not comply with the requirements in this Section.
I.8a. Whether or not both Spouses or Domestic Partners hold IBO positions, IBOs are responsible for the conduct of their Spouse or Domestic Partner in connection with the IBO position as if it were the IBO’s own conduct. In the case of a divorce or the legal termination of a Domestic Partnership, the impacted IBOs must notify WyzeMedia of the effect on the IBO position(s) and provide such documentation as WyzeMedia may request. In the event of a dispute between IBOs over the ownership of an IBO position, WyzeMedia has the right, in its sole discretion, to suspend the disputed IBO position pending resolution of such dispute or to consider the party listed as the PrimaryContact on the IBO position to be the owner of the IBO position. WyzeMedia will not be liable for any losses, claims, or expenses arising from WyzeMedia’s treatment of such IBO position prior to WyzeMedia’s receipt of notice of, and all requested documentation related to, the final disposition of the position. In the event of a divorce or the legal termination of a Domestic Partnership, following formal disposition of the formerly- shared IBO position, a former Spouse or Domestic Partner who loses all rights and interest in the formerly-shared IBO position is permitted to start a new IBO position under any Sponsor, despite having an interest in the formerly-shared IBO position within the preceding 12-month period.
I.9 Renewing Your IBO Agreement The Renewal Date of your IBO Agreement is twelve (12) months from your Start Date and every anniversary of your Start Date occurring thereafter. If you want to continue your IBO position beyond the Renewal Date, you must (1) complete the renewal process via the IBO Back Office; (2) receive approval from WyzeMedia of your renewal request; (3) agree to be bound by the terms and conditions of the then-current IBO Agreement; and (4) pay on or before your Renewal Date the Renewal Fee (if applicable) and the Business Support Fee (WBS) due for the first month of the Renewal Term. WyzeMedia reserves the right, in WyzeMedia’s sole discretion, to approve or deny any renewal request. If you fail to renew your IBO position within thirty (30) days of the Renewal Date, then your IBO position will become non-renewed, in which case you must immediately stop operating your IBO business and you will not earn any Compensation for any activity conducted while your position is non-renewed. You may reinstate a non-renewed IBO position by satisfying all renewal requirements and paying the Renewal Fee and the total amount of accrued but unpaid Business Support Fees, within eleven (11) months of the date on which your IBO position became non-renewed; however, again, you will not earn any Compensation for activity that occurred between the Renewal Date and the date on which the aforementioned fees are actually paid while the IBO position was non-renewed. If your IBO position is not renewed within twelve (12) months of the Renewal Date, your IBO position will be deactivated and may not be reinstated.
I.10 Ending Your IBO Agreement You may end your IBO Agreement at anytime by notifying WyzeMedia that you wish to terminate the IBO Agreement in the manner described in the Terms and Conditions. Your rights and obligations upon termination vary depending on when you terminate.
a. Cancellation During the Cooling Off Period. WyzeMedia provides for a Cooling Off Period during which an IBO may cancel its IBO Agreement without giving a reason and receive a refund of certain amounts paid to WyzeMedia. If you notify WyzeMedia during the Cooling Off Period of your desire to cancel your IBO Agreement, then your IBO Agreement will be cancelled, your IBO position will be deactivated, and you will receive a refund of your Initial Payment, if cancelled within the Cooling Off Period following your Start Date, or the Renewal Fee and the current month’s Business Support Fee if cancelled within the Cooling Off Period of any renewal term. If you cancel your IBO Agreement during the Cooling Off Period, any Compensation earned and paid during the Cooling Off Period will be deducted from any refund you may receive. You will not be entitled to any Compensation except as specified above under any circumstances. If you have subscribed to electronic or virtual WyzeMedia Business Tools during the Cooling Off Period, then upon termination of your IBO Agreement your subscriptions will be cancelled, and any amounts paid for such WyzeMedia Business Tools will be refunded in accordance with applicable law.
b. Termination by You or WyzeMedia After the Cooling Off Period If you notify WyzeMedia after the expiration of the Cooling Off Period that you want to end your IBO Agreement, or if WyzeMedia exercises a right under the IBO Agreement to terminate your IBO position then your IBO Agreement will be terminated, your IBO position will be deactivated, and you will not receive a refund of your Start Up Fee or Renewal Fee (as applicable) except as required by applicable law; provided, however, that if you terminate your IBO Agreement after the Cooling Off Period, WyzeMedia will refund you the full amount of any Business Support Fee paid within the three (3) days preceding the termination date, less the amount of any Compensation earned during such three (3) day period. In the event of termination after the Cooling Off Period, any subscriptions to electronic or virtual WyzeMedia Business Tools will be cancelled; however, you will not be refunded for amounts already paid for those WyzeMedia Business Tools.
c. Post-Termination Rights and Obligations. Following the cancellation or termination of your IBO Agreement for any reason, you will no longer be an IBO and you may not represent yourself as an IBO or take any action that directly or indirectly implies that you are still an IBO. You must immediately cease marketing any WyzeMedia Products and using any WyzeMedia Intellectual Property, Confidential Information, and WyzeMedia Facilities. Further, any IBO whose position is terminated by WyzeMedia is prohibited from attending or participating in any Event following such termination. As explained further in Article VI below, as a condition to earning Compensation, IBOs must maintain a current IBO position at the time such Compensation is actually paid by WyzeMedia. Accordingly, upon termination of your IBO Agreement, you will forfeit all rights to payment of Compensation of any kind. Further, you will be released from all obligations under your IBO Agreement except for (1) liabilities relating to overpayments made to you by WyzeMedia; (2) amounts owed by you for accrued Business Support Fees, or WyzeMedia Products or WyzeMedia Business Tools that are not eligible for refund; and (3) surviving obligations as set forth in your IBO Agreement. If and when an IBO Agreement is terminated for any reason, the IBO shall have no claim against the WyzeMedia Companies or their respective officers, directors, agents, employees, or representatives, nor any right to claim or collect lost profits, lost opportunities or any other damages. The terms contained herein are in satisfaction of any and all statutory and common law claims, including without limitation any right to reasonable notice of termination of the contractual relationship. WyzeMedia reserves the right to determine the treatment of a deactivated IBO position, including but not limited to treatment of the position’s Customers and Downline, and whether to leave a vacated IBO position in its current position in the sales organization or to remove it from the sales organization. No Sponsor, Upline, or IBO has any right or claim in or to a deactivated position, its Customers, Downline, or placement in any sales organization.
I.11 Re-joining WyzeMedia after the Termination of Your IBO Agreement An IBO who terminates after the Cooling Off Period may not re-join WyzeMedia or another WyzeMedia Company under a new IBO position unless more than twelve (12) months have passed since the applicable termination date. An IBO that wishes to re-join WyzeMedia after this twelve (12) month period may apply for a new IBO position by submitting a new IBO Application and paying the then-applicable Start Up Fee. The Customers and Downline of the prior deactivated IBO position will not be reinstated under the IBO’s new position and the IBO will not be entitled to any Compensation or qualifications under the WyzeMedia Compensation Plan arising from the deactivated position. WyzeMedia reserves the right, in WyzeMedia’s sole discretion, to make case-by-case exceptions to the foregoing policy and further reserves the right to move the Customers and Downline of the IBO’s former position to the IBO’s new position. These rules also apply to Participating Parties of a PBE.
I.12 Sale or Transfer of IBO Positions Any proposed sale or transfer of an IBO position must be approved in advance by WyzeMedia in writing. To request approval, the selling IBO must send a written request to WyzeMedia that includes the names, addresses, and contact details of the proposed buyer(s) or transferee(s) and a description of the transaction, including any amount to be paid to the selling IBO. Upon receipt of a request, WyzeMedia will send the selling IBO certain documentation to be completed by the parties to the proposed transaction. Any proposed buyer or transferee must meet all of the eligibility requirements for becoming an IBO and shall, at WyzeMedia’s discretion, be required to enter into a new IBO Agreement or assume the obligations of the IBO Agreement being assigned or transferred. WyzeMedia reserves the right to reject any proposed assignment or transfer in WyzeMedia’s commercially reasonable discretion. WyzeMedia may charge a Transfer Fee to process any approved sale or transfer of an IBO position.
I.13 Death or Incapacity of an Independent Business Owner If an IBO dies or becomes incapacitated, the rights to the impacted IBO position may be transferred to the IBO’s designated successor on a permanent or temporary basis. WyzeMedia will require documentation in connection with such occurrence, and the successor must provide such documentation and (1) meet all of the eligibility requirements for becoming an IBO; (2) enter into a new IBO Agreement; and (3) assume the obligations of the IBO position. In the event of temporary incapacity or transfer of an IBO position due to incapacity, once the relevant incapacity has ended WyzeMedia must be notified and responsibility for the IBO position must be returned to the original IBO. If an IBO dies or becomes incapacitated and has not designated a successor, or if there are competing claims regarding the IBO’s incapacity or the identity of the successor, the IBO position may be suspended until WyzeMedia receives a court order or other documentation requested by WyzeMedia and advising WyzeMedia of the disposition of the IBO position, and WyzeMedia will not be liable for any losses, claims, or expenses arising from such treatment of the IBO position prior to WyzeMedia’s receipt of notice and such requested documentation. In the case of a proposed successor that has an existing IBO position, or that is a Participating Party in an existing IBO position, the Individual should contact WyzeMedia to discuss his/her options.
I.14 Participation in Multiple IBO Positions An Individual may own, manage, or participate in only one IBO position at any given time, except as permitted by these Policies & Procedures (including without limitation the Permitted Business Entity Requirements) and with the prior written approval of WyzeMedia. In no case may an Individual or Participating Party have interests in multiple IBO positions totalling more than 100%. Each person who holds an Individual IBO Position is considered to have a 100% interest in thatIBO position and the Individual may not own, manage, or participate in another IBO position. Each person who holds an Individual IBO position with a Spouse or Domestic Partner is considered to have a 50% interest in the IBO position for purposes of the 100% rule. The percentage interest that a Participating Party has in an IBO position held by a Permitted Business Entity must be accurately stated in the documentation provided to WyzeMedia by the PrimaryContact requesting approval for that Participating Party. An Individual or entity may only be a Participating Party in a PBE if they hold at least five percent (5%) of the total interest available in the applicable PBE Position. An Individual may be a Participating Party in a maximum of three IBO positions (including a position held as a Spouse or Domestic Partner), and in such case one of the IBO positions must be the Sponsor of the second and third IBO positions. Non-owner employees and contractors of an IBO position, and parties holding less than five percent (5%) of the total interest in the PBE Position, are not considered to be Participating Parties and may not represent themselves as an IBO, Solicit Customers, or recruit for the IBO position. Such Individuals may, however, perform other functions which may be integral to the IBO business, such as assisting to close Customers or IBO sign-ups, managing existing Customer relationships for support or retention, and developing marketing strategy. The IBO bears responsibility for all aspects of its non-owner employee and contractor relationships and for their conduct (which will be deemed the IBO’s conduct). In furtherance of these rules: (1) an Individual may only be entered once as a Primary Contact for an IBO position; (2) the Primary Contact must obtain consent from WyzeMedia for any Participating Party associated with the IBO position; (3) for a PBE Position, the Primary Contact and each Participating Party must sign the PBEAddendum; (4) a bank account used for Compensation payable to an IBO may be used only for a single IBO position, except for separate IBO positions held by Spouses or Domestic Partners; and (5) an Individual may not submit an IBO Application for an Individual IBO position or be a Participating Party in an IBO position unless (i) the total percentage of interests of that Individual in any existing IBO positions and any IBO positions that were terminated within the past twelve (12) months does not exceed 100%, and (ii) all IBO positions in which the Individual has or has had an interest in the past twelve (12) months are direct Sponsors of each other.
I.15 Operating Outside Your Home Country You may operate your independent business as an IBO in every country in which WyzeMedia operates as long as you meet the IBO requirements for that country, subject to the Policies & Procedures applicable to that country and applicable law. You may not promote or sell WyzeMedia Products or the WyzeMedia Opportunity in countries in which WyzeMedia does not operate. The countries in which WyzeMedia operates are identified in the IBO Back Office and on www.WyzeMedia.com. You also may not ship, market or sell any WyzeMedia Product in any country except as expressly permitted by WyzeMedia. The WyzeMedia Website for each country provides a description of the WyzeMedia Products available in that country. Other specific restrictions are described in the IBO Back Office for each country.
II. ETHICAL CONDUCT AND COMPLIANCE WITH LAW II.1 Conducting Business in an Ethical Manner WyzeMedia conducts business in an open, ethical and trustworthy manner and expects all IBOs to do the same. IBOs are required to adhere to the highest ethical standards and to follow the letter and spirit of these Policies & Procedures, and IBOs must refrain from conduct that may or does cause disruption to the normal business of the WyzeMedia Companies, WyzeMedia Providers, or any other IBO, or that is or may reflect negatively or damage in any way to the image, reputation or goodwill of those parties. Further, to the extent IBOs engage in building Downlines, IBOs must use best efforts to ensure that their Downlines do the same. WyzeMedia reserves the right to determine whether IBO activities are unethical, disruptive or damaging. The following is a non-exhaustive list of conduct that WyzeMedia considers unethical or disruptive and that may subject you to disciplinary action:
• Providing false information or forged documents to WyzeMedia, altering any document submitted to WyzeMedia or an WyzeMedia Provider after it has been signed, or submitting a false electronic signature on any WyzeMedia Website or the website of an WyzeMedia Provider;
• Using another IBO’s or a Customer’s login credentials to access the online system of any WyzeMedia Company or WyzeMedia Provider, or to access any WyzeMedia Website; • Pressuring a Customer or other IBO to purchase or order WyzeMedia Products when you know or have reason to know that the Customer does not desire to complete the purchase or order;
• Entering a Customer Contract or an IBO Application on behalf of any other person, without the person’s knowledge and/or consent (“slamming”);
• Making false, misleading, defamatory, or disparaging statements or representations regarding other IBOs, any WyzeMedia Company, WyzeMedia Providers, WyzeMedia Products or the WyzeMedia Opportunity; • Taking any action intended to take improper advantage of or manipulate the WyzeMedia Compensation Plan;
• Offering any payment, gift, or benefit with the purpose of influencing the acts or decisions of officials, or other actions that may violate anti-bribery and anti-corruption laws;
• Requiring any other IBO, or causing other IBOs to believe it is required, to pay or facilitate payment for any WyzeMedia Products or Service on behalf of any Customer; and
• Harassing, threatening, insulting, or intimidating any WyzeMedia Company or WyzeMedia Provider, or their respective employees or representatives, or Customers, or IBOs. II.2 Compliance with Laws and the Direct Selling Association (“DSA”) Code of Ethics. IBOs must comply with all applicable federal, state and local laws and regulations in conducting their businesses. IBOs must also conduct their businesses consistent with good industry practice and the DSA Code. The DSA Code for the United States can be found at DSA’s website: http://www.dsa.org.
III. MARKETING, ADVERTISING, and SALES METHODS
III.1 Introducing WyzeMedia Products and Services and the WyzeMedia Opportunity. Only IBOs may initially Solicit Prospective Customers or IBOs. In doing so, IBOs must provide truthful and clear information about WyzeMedia Products and the WyzeMedia Opportunity, and must not use deceptive, unfair, or high-pressure sales practices, or make false, misleading, or exaggerated Claims about WyzeMedia Products or the WyzeMedia Opportunity. IBOs may not state, imply, or represent to potential IBOs that the purchase of any WyzeMedia Products or WyzeMedia Business Tools is required to become or succeed as an IBO, and an IBO may not require a prospective IBO to purchase any services or products as a condition to Sponsorship or to becoming an IBO. IBOs must ensure that Claims made are limited to those contained in official WyzeMedia materials or are otherwise authorized in writing by WyzeMedia. In particular for WyzeMedia Products, while WyzeMedia and WyzeMedia Providers strive to provide competitive high-quality products, not all Customers will save money and usage experience may vary and, accordingly, IBOs may not make Claims regarding the anticipated savings. IBOs should use the WyzeMedia Websites and their WyzeMedia IBO Personal Website to help educate prospective Customers and IBOs about the WyzeMedia Products and Services and the WyzeMedia Opportunity. IBOs must help prospective Customers and IBOs access relevant documents and relationship details, understand their cancellation and cooling off rights (as detailed in the IBO Agreement or Customer Contracts, as applicable), and ensure awareness of WyzeMedia’s complaint-handling procedures. IBOs must take extra care when dealing with potentially vulnerable persons (such as the elderly or disabled). IBOs must allow prospective Customers or IBOs to complete their own order for WyzeMedia Products or IBO Application. IBOs may provide guidance to prospective Customers or IBOs through the ordering or application process at their request, but the prospective Customers or IBOs must provide their own information, review and agree to the applicable terms and conditions and submit the order or IBO Application. The WyzeMedia Companies cooperate with the law enforcement and regulatory authorities that investigate such violations.
III.2 Online Storefronts and Retail Outlets. IBOs may be authorised by WyzeMeda.
III.3 Permitted Marketing Materials. When presenting prospective IBOs or Customers with written marketing materials, IBOs must use only those current materials approved by WyzeMedia, except as otherwise specified in this Section III.3. WyzeMedia and the WyzeMedia Providers have created a variety of marketing materials for use by IBOs in promoting WyzeMedia Products and the WyzeMedia Opportunity. Many of these materials are available to IBOs free of additional charge in the IBO Back Office, while others may be available for purchase. The purchase of marketing materials is not required to become an IBO or to earn Compensation or qualifications under the WyzeMedia Compensation Plan. IBOs may not sell or otherwise profit from the creation or distribution of marketing materials. WyzeMedia recognizes that it may be appropriate for IBOs with the status of Production Manager (PM) or above to create and distribute their own marketing materials. All such marketing materials must be approved in writing by WyzeMedia prior to any use. When presenting to prospective Customers or IBOs verbally or through social media where use of approved materials is impractical due to formatting, space or character limitations or otherwise, IBOs may market the WyzeMedia Opportunity and the WyzeMedia Products but must do so in a manner that is wholly consistent with the materials approved by WyzeMedia and these Policies & Procedures, and in strict accordance with the terms, conditions, and prices as conveyed by WyzeMedia.
III.4 Required Disclosures. Disclosures are important because they help ensure that prospective Customers and IBOs have appropriate information when considering whether to order a WyzeMedia Product or sign up for the WyzeMedia Opportunity. Also, many disclosures are required by applicable laws, rules, or regulations.
a. Disclosures when Presenting WyzeMedia Products When marketing WyzeMedia Products in a manner consistent with approved marketing materials, IBOs must convey all disclosures associated with the content being marketed and may not delete or modify such disclosures.
b. Disclosures when Presenting the WyzeMedia Opportunity or in Telling Your IBO Story. When promoting or training on the WyzeMedia Opportunity, such as in the presentation of the WyzeMedia Compensation Plan or providing or presenting any testimonial, whether verbally or in writing, IBOs must convey to the audience, in a manner reasonably expected to be received and understood, the following disclosure: “Earnings as an WyzeMedia IBO are based solely upon the successful order or sale of services and products to customers and their usage of those services and products. Individuals will incur expenses in operating their WyzeMedia business, such as the Start Up Fee, the Business Support Fee, and the Renewal Fee, as well as other possible operating expenses. As with any business, earnings and success at WyzeMedia are not guaranteed but depend primarily on the individual’s commitment, persistence and effort. Individuals may not earn income and may lose money as an IBO.” If you are providing a testimonial, you must make an additional, clear and conspicuous disclosure conveying that the testimonial is your own personal experience, that your experience may not be typical, and that your story is not meant to imply or ensure that the listener will have the same experience. The above requirements also apply anytime you make a Permitted Testimonial. WyzeMedia recognizes that in some instances, such as through certain social media channels (e.g. Twitter), providing full disclosures as specified above may not be possible due to space or character limits. In these instances, the foregoing disclosure requirements will not apply, provided you may make no Earnings Representations. See subsection III.5(b) below for more detail on Earnings Representations. c. Other Disclosures. WyzeMedia may issue additional requirements or guidance concerning disclosures from time to time through posting to the IBO Back Office. Please visit the IBO Back Office regularly to ensure you remain up to date.
III.5 Restricted Practices. WyzeMedia restricts certain specific marketing practices as detailed in this Section III.5. The practices detailed herein typically carry a higher risk of violating applicable laws, rules or regulations, or industry standards, and they are generally ineffective. a. Prohibited Marketing Techniques .WyzeMedia provides free Music and Streaming Video, Sports, Lifestyle, News or Kids channels. Our Business TV and digital signage service is fully licensed to run in any public business. WyzeMedia uses direct selling, network or relationship-based, person-to-person marketing. It has been WyzeMedia’s experience, as a network marketing company, that Individuals with whom you already have a connection outside of your WyzeMedia business (even if it is someone you have only met once), or those who are referred to you from your connections, will often be more receptive to your marketing efforts. IBOs may not engage in Customer marketing practices inconsistent with WyzeMedia’s model. The use of Prohibited Marketing Techniques (defined below in Article IX) may be subject to regulation under law, may lead to legal challenges for which you are responsible and, in WyzeMedia’s experience, are unlikely to be worth the associated time and expense. Accordingly, the use of Prohibited Marketing Techniques by IBOs is impermissible. IBOs are responsible for adhering to any applicable laws, rules and regulations that govern the marketing practices they choose to use in connection with their business, and for ensuring the accuracy of all information presented. b. Prohibited Claims and Earnings Representations Regarding the WyzeMedia Opportunity. WyzeMedia prohibits IBOs from making Earnings Representations, with the sole exception being the Permitted Testimonials described below. WyzeMedia prohibits Earnings Representations, whether accurate or not, because they can be misleading to prospective IBO and are unnecessary to market the WyzeMedia Opportunity. Earnings Representations are also restricted by the DSA Code and applicable law. WyzeMedia does permit you to make certain testimonial statements (deemed Permitted Testimonials) in the context of describing your personal experience in the WyzeMedia Opportunity that may share some characteristics of Earnings Representations, provided that each of the following requirements are met: (1) your description is true and does not contain any false or misleading statements; (2) you are able to provide written documentation to WyzeMedia upon request that verifies the accuracy of the Permitted Testimonials; (3) the Permitted Testimonials are limited to statements indicative of your own personal experience, do not contain any forward looking or prospective representations, and do not expressly or by implication convey a specific amount of earnings or income; and (4) the required disclosures specified above are used. Notwithstanding the foregoing, Permitted Testimonials are not permitted where including the required disclosure is impossible for any reason, such as due to space or character limits. c. Customer Stacking Prohibited. Each IBO must personally acquire and conclude sales with Customers to qualify for Earned Positions and Compensation, and to maintain the IBO’s position in the Compensation Plan. Customers must know the IBO who sold or promoted WyzeMedia Products to such Customer. “Stacking” occurs when a Customer Contract is attributed to an IBO who did not personally acquire the Customer or participate in the sale. Stacking is prohibited by WyzeMedia and may violate consumer protection laws and the DSA Code. Therefore, you must not encourage a Customer to use the name or Business ID of an IBO that was not personally involved in a sale. IBOs may not “buy”, “sell”, or transfer Customers to another IBO. Further, you are responsible for the validity of all Customers listed on your Personal Customer List (PCL) and should review your PCL regularly to ensure that you personally acquired all listed Customers. d. Targeting of Vulnerable and High-Risk Individuals Prohibited. You may not promote or sell WyzeMedia Products or promote the WyzeMedia Opportunity to persons under the Legal Age or to persons whose physical, mental, or emotional condition, orl ack of fluency in the relevant language, render them unable to understand the terms, conditions, and prices of WyzeMedia Products or the WyzeMedia Opportunity, or makes them otherwise susceptible to pressure to purchase WyzeMedia Products or participate in the WyzeMedia Opportunity. In addition, IBOs may not target prospective Customers whose services were terminated by another service provider for non-payment or late payment, or who pose a high risk of uncollectible debt. e. Non-Association; No Co-Branding or Co-Marketing IBOs are permitted to work as employees or independent contractors of other companies, including as distributors for other direct selling companies, subject to the terms of the IBO Agreement including, without limitation, this subsection III.5(e) and Section 24 of the US Terms and Conditions. Nevertheless, when marketing WyzeMedia Products, promoting the WyzeMedia Opportunity, coaching other IBOs, participating in Events, or using WyzeMedia Facilities, you must limit your activity to WyzeMedia-related matters, and you may simultaneously not promote or allow the promotion of any other product, business, organization, association, or cause, without WyzeMedia’s prior express authorization. This restriction includes any co-branding or co-marketing and is intended to prevent any unintended perception of affiliation between WyzeMedia or any WyzeMedia Provider and such other product, business, organization, association or cause, and to prevent WyzeMedia from being used as a platform to advance such other product, business, organization, association, or cause. The restrictions set forth in this subsection III.5(e) will survive any termination of the IBO Agreement. III.6 Websites, Social Media and Other Electronic Marketing Websites, blogs, and social media pages can be useful tools for IBOs to expand their WyzeMedia businesses. If you choose to market your business online, you must follow the additional requirements outlined in this Section III.6. Please also refer to any Supplemental Policies, including the WyzeMedia North America Social Media Standards, for additional guidance regarding web-based activities. a. Personal Online Presence Used Occasionally for WyzeMedia Business If you choose to market your IBO business occasionally through any personal online presence, you must comply with the following additional requirements: • The identifying words “WyzeMedia Independent Business Owner” and your full legal name must appear on the home page and/ or in any profile section, as applicable; • Content must not include any WyzeMedia Intellectual Property except as expressly approved by WyzeMedia; this prohibition includes any names, logos, videos, pictures, and other such materials. You may, however, share content where sharing is enabled by WyzeMedia and you may provide a link to content housed on WyzeMedia Websites or WyzeMedia’s corporate channels (e.g., WyzeMedia’s YouTube and Vimeo accounts); and • No online material may give the impression of representing any WyzeMedia Company; this includes using “WyzeMedia” or anything similar as the title for any page within the website, especially the home page, or using misleading URLs. • Other Online Presence Used for WyzeMedia Business An IBO who wishes to create or utilize an online presence for WyzeMedia business that is not expressly permitted under subsections III.6(a) or(b) above must notify and receive prior written approval from WyzeMedia. Further, an IBO must notify and receive approval from WyzeMedia before any material changes are made to any content that was previously approved by WyzeMedia. All such notifications should be sent to admin@WyzeMedia.com. • Access and Content Removal or Revision You must allow WyzeMedia to access and monitor content included in any online presence used for WyzeMedia business. WyzeMedia reserves the right to require immediate removal or revision of content that WyzeMedia determines is in violation of the IBO Agreement or becomes inaccurate or problematic for any reason, including without limitation due to changes in WyzeMedia’s business, applicable law, or industry standards. • Website URLs Website URLs obtained by an IBO cannot contain references to the WyzeMedia Intellectual Property or the names, trade names, or other intellectual property of any WyzeMedia Provider. If a website URL contains such references, WyzeMedia may require the IBO to immediately release the URL to WyzeMedia at no cost to WyzeMedia. III.7 Emails and Other Electronic Messages. There are strict laws that govern the sending of commercial electronic messages, including emails, SMS text messages, and direct messages sent through social media. IBOs may not use or transmit unsolicited commercial electronic messages (“spam”) except in compliance with these Policies & Procedures and may not in any event send unsolicited “spam”. Spam includes any electronic message that encourages participation in commercial activity that is sent to an electronic address, including without limitation any information, advertising or promotional material relating to the WyzeMedia Products or the WyzeMedia Opportunity. IBOs may not send any commercial electronic messages in connection with their IBO business unless such messages strictly comply with these Policies & Procedures and all applicable laws and regulations. As such, IBOs may only send commercial electronic messages with the consent of the recipient or to recipients whom the IBO has already established a business or personal relationship. Further, as required by applicable law, all such messages must include the following: • A clear and obvious identification that the message is an advertisement or solicitation (the words “advertisement” or “solicitation” should appear in the subject line of the message); • A clear return path (i.e. the sender’s email address and/or telephone number must appear in the message); • A proper and legal domain name; • A clear and obvious notice of the opportunity to decline the receipt of further commercial messages; • Unsubscribe or opt-out instructions appearing as the very first text in the body of the message and in the same or larger text size as the rest of the message; • The true and correct name of the sender and the sender’s e-mail or physical mail address; and • The date and time of the transmission of the message. If a recipient notifies an IBO that they do not wish to receive electronic messages, the IBO must immediately stop sending messages of any kind to that recipient. IBOs will be held fully responsible for awareness of and compliance with all laws and regulations applicable to commercial electronic messages and must provide to WyzeMedia relevant records evidencing such compliance upon request. III.8 Telemarketing and restrict telemarketing practices, including those implemented and enforced by the FTC, the FCC, and certain state agencies. These requirements include compliance with the national “do not call” (DNC) list and registration with the national DNC list operator and apply to unsolicited telephone calls and fax messages and the use of automatic dialling and announcing devices. The use of telemarketing in connection with the IBO’s business, including without limitation any automated telephone solicitation equipment or “boiler-room” telemarketing operations, is prohibited. III.9 Marketing Events WyzeMedia encourages the use of “Regional Training Events”, “Super Saturdays”, “Business Opportunity Meetings”, “Private Business Receptions” and similar Events as ways to introduce prospective Customers and IBOs to WyzeMedia and to teach current and prospective IBOs how they can be successful with the WyzeMedia Opportunity. These Events must be conducted with professionalism and integrity and must otherwise comply with these Policies & Procedures. Attending IBO-sponsored or WyzeMedia-sponsored Events is voluntary and IBOs may not state or imply to prospective or current IBOs that attendance at such Events is required to succeed with the WyzeMedia Opportunity. When inviting a prospective Customer or IBO to a sales or training Event, IBOs must not mislead him or her about the purpose of the Event. All IBO-sponsored Events must have applicable disclosures required under Section III.4 above.The Event host(s) must be prepared to demonstrate to WyzeMedia their appropriate use of all required disclosures upon WyzeMedia’s request. IBO-sponsored Events are not intended to provide additional income to the Event host(s) and must be conducted on a not-for-profit basis; accordingly, entrance or cover fees may be no higher than what is required to cover the host(s)’ actual, reasonable out-of-pocket costs and expenses incurred to produce the Event. IBOs may not charge a fee to speak at an Event, but may be reimbursed for actual, reasonable out-of-pocket expenses incurred by the speaker to attend the Event, such as travel expenses. WyzeMedia reserves the right to request details regarding such Events to ensure they are conducted in compliance with the IBO Agreement, and each IBO agrees to promptly provide such information upon request. III. 10 Contests and Incentives IBOs may not use contests, lotteries, sweepstakes, drawings or games of chance to promote WyzeMedia Products or the WyzeMedia Opportunity unless expressly authorized by WyzeMedia in writing. IBOs are prohibited from offering or providing any monetary or non-monetary incentive, promotion, prize, bonus or other benefit to a current or prospective Customer or IBO unless the benefit is made in accordance with the IBO Agreement and all other WyzeMedia requirements or as otherwise expressly authorized by WyzeMedia in writing. WyzeMedia strictly prohibits the use of cash or monetary incentives/promotions/prizes/bonuses created by the IBO for purposes of recruiting new IBOs. IBOs should only promote WyzeMedia- approved bonuses or promotions. The United States has specific laws, rules and regulations that define. IV. BUILDING A SALES TEAM IV.1 Building a Sales Team. Generally Building a sales team is a common feature of network marketing companies and WyzeMedia encourages IBOs to promote the WyzeMedia Opportunity and to build a Downline. However, being a Sponsor or part of an Upline is not required, and it takes hard work and imposes additional obligations on the Sponsor and the Upline. An IBO who sponsors new IBOs agrees to be responsible to WyzeMedia for any actions or omissions of IBOs in their Downline that may result from the Sponsor’s failure to properly fulfill their obligations as a Sponsor. IBOs do not earn qualifications or Compensation under the Compensation Plan for the recruitment of new IBOs; rather, all Compensation is based solely on the sale of WyzeMedia Products to Customers, and Customers’ usage of and payment for WyzeMedia Products. IV.2 Changing Sponsors An IBO may change his Sponsor or re-join WyzeMedia as described in Section I.11 above under a new Sponsor only if (1) the IBO is re-joining as part of a new IBO position; and (2) at least twelve (12) months have passed from the date of termination of the IBO’s previous IBO position; and (3) the IBO has had no involvement with any other IBO position during the immediately preceding 12-month period. If an IBO position is created in violation of the IBO Agreement, then that position will be eliminated, and the IBO may, in WyzeMedia’s sole discretion, be terminated for the violation or moved, along with any created Downline, back to the original Sponsor/sales organization. WyzeMedia may change an IBO’s Sponsor to correct errors by the IBO or WyzeMedia in submitting or processing an IBO Application, if an IBO was recruited using improper practices, or for any other reason deemed appropriate by WyzeMedia. IV.3 Prohibition on Cross-Line Recruiting IBOs are encouraged to work with other IBOs, including IBOs in other sales teams, for the development of their respective sales organizations. It is important that such activities are done with integrity and on the basis of mutual respect. Attempting to recruit IBOs from another sales team is unethical and damages WyzeMedia and other IBOs. Accordingly, you may not recruit, Solicit, or encourage, directly or indirectly, another IBO to leave one Sponsor or sales team to join another while you hold, or are a Participating Party in, an IBO position and for one year thereafter. In addition, you are prohibited from unethically recruiting prospective IBOs away from an IBO or sales organization that is already actively recruiting them. Unethical recruitment includes, without limitation, situations where an IBO (1) demeans, discredits, disparages or otherwise portrays negatively anotherIBO or organization; (2) makes false or misleading statements in connection with another IBO or organization; or (3) offers incentives to entice or attempt to entice a prospective IBO to become a part of their team over another IBO’s team. IV.4 Responsibilities of Sponsors and Upline IBOs As a Sponsor or Upline IBO, you must use best efforts to coach and support IBOs in your Downline. Accordingly, Sponsors and Upline IBOs should communicate regularly with their Downline, both in writing and verbally, about WyzeMedia, the proper presentation of WyzeMedia Products and the WyzeMedia Opportunity, compliance with the IBO Agreement, and the legal and ethical obligations of all IBOs. Further, Sponsors should stay informed about new service and product developments, coaching opportunities, and changes to the Compensation Plan and Policies & Procedures so that they can keep their Downlines informed. V. THE IBO RELATIONSHIP V.1 Independent Contractor Status As an WyzeMedia Independent Business Owner, you are an independent contractor for all purposes under applicable federal, state, and local statutes, rules, regulations, directives, ordinances, guidance and other laws, including without limitation the Internal Revenue Code and all state tax, revenue and employment laws and regulations. You are not an employee, partner, agent, franchisee, or legal representative of any WyzeMedia Company, any WyzeMedia Provider, or your Sponsor. Subject only to applicable laws and regulations and your limited obligations under the IBO Agreement, as an IBO, you select your own means, methods and manner of work, which means you (1) select your own work hours and work location; (2) may work your IBO business as much or as little as you choose; (3) may work other businesses concurrently with your IBO business; (4) rely ultimately on your own independent skills in conducting your business; (5) report to no one at WyzeMedia; (6) may employ or contract with others over whom you have control; and (7) bear the full risk of loss in your business. As an IBO, you have no authority (express or implied) to legally bind any WyzeMedia Company or WyzeMedia Provider in any manner. You may not state, imply, or represent to any person that you are an employee of any WyzeMedia Company or WyzeMedia Provider, and you must not state, imply, or represent to a prospective IBO that they will become an employee of any WyzeMedia Company or WyzeMedia Provider. You acknowledge that you are not an employee and will not be treated as such for federal, state, or local tax purposes, or for purposes of the Social Security Act, the Federal Unemployment Tax Act, Federal Income Tax laws, state unemployment laws, workers’ compensation, or any other laws, rules, or regulations relating to employment. All IBOs are responsible for paying all applicable local, state, and federal taxes due from any amounts earned through the IBO Agreement. V.2 Responsibility for Expenses, Contractual Obligations and Taxes a. Responsibility for Expenses and Contractual Obligations The operation of your IBO position is your own independent business. As an IBO you conduct business for your own account and are solely responsible for all expenses, debts, and liabilities incurred in connection with yourIBO position. In addition to the Start Up Fee, the Business Support Fee and the Renewal Fee (if applicable), the costs and expenses you may incur in operating your independent business may include, without limitation: (1) costs of licenses or permits required to operate your business; (2) fees for legal, tax, or other professional advice; (3) insurance costs; (4) office rental, equipment, and expenses; (5) travel, meal, entertainment, and accommodation expenses; (6) costs associated with hosting or attending Events; and (7) expenses associated with learning about, marketing or presenting WyzeMedia Products or the WyzeMedia Opportunity to prospective Customers or IBOs. WyzeMedia will not be responsible for paying or reimbursing you for these or any other costs or expenses incurred by you in connection with operating your independent business. You may not involve WyzeMedia in any third-party contractual relationships related to your IBO position. IBOs have no authority to bind any WyzeMedia Company or WyzeMedia Providers. IBOs cannot sign contracts, rent or lease office space or equipment, open bank accounts, secure credit, cash negotiable instruments, make purchases, or enter into agreements of any kind in the name of any WyzeMedia Company or WyzeMedia Provider or take any other action that may impose any obligation, burden, liability, requirement, or negative impact on any WyzeMedia Company or WyzeMedia Provider. b. Responsibility for Taxes As an IBO, you are a self-employed Individual and thus you are solely responsible for compliance with all applicable tax laws including, without limitation, fulfilling any applicable legal requirements for reporting, deducting, or paying taxes on any Compensation you receive as an IBO, and making all requisite tax filings to the appropriate tax authority. WyzeMedia shall not be liable for such payments or any associated fines, penalties, liabilities, or interest for late payments or unpaid amounts. As such, you agree to indemnify and hold the WyzeMedia Companies harmless from all local, state, federal and other taxes, penalties, and/or interest on any income, commissions, or other earnings derived from the sale of WyzeMedia Products or other monetary or non-monetary Compensation earned from WyzeMedia or as an IBO. WyzeMedia does not deduct any taxes from Compensation payments earned and paid in the United States, except if required by applicable law. For each tax year, WyzeMedia will send or make available a Form 1099 to all IBOs who earn at or above the threshold applied by the Internal Revenue Service for the relevant tax year, which threshold can be found at www.IRS.gov.An IBO position owned by a PBE may be subject to different or additional obligations. It is your responsibility to understand the tax obligations applicable to your independent business and your IBO position, whether owned as an Individual or by a PBE, in any jurisdiction in which you conduct business. WyzeMedia does not provide tax advice to IBOs. Questions regarding tax matters should be directed to your personal tax advisor. WyzeMedia cooperates with all requests from governmental and tax authorities regarding compliance by IBOs with applicable laws and regulations. Each IBO must provide WyzeMedia with all applicable taxpayer identification numbers that may be required for WyzeMedia’s tax compliance purposes. If you provide incorrect information or if a tax authority notifies WyzeMedia that the information provided does not match its records, then WyzeMedia may withhold Compensation and/or take any other action deemed necessary by WyzeMedia until the matter is resolved. V.3 IBOs and WyzeMedia Providers Maintaining good relations with WyzeMedia Providers is critical to WyzeMedia’s ability to promote quality services. IBOs may not contact WyzeMedia Providers for any reason, except that you may contact an WyzeMedia Provider’s customer support department with respect to your personal Customer Contract with the WyzeMedia Provider. All other inquiries regarding WyzeMedia Products provided by WyzeMedia Providers must be directed to WyzeMedia. IBOs may not take any actions that do or may conflict with the contractual relationship or goodwill between any WyzeMedia Company and any WyzeMedia Provider including, without limitation, (1) engaging or employing any Provider Personnel as a non-owner employee or contractor of the IBO’s position; (2) recruiting or Soliciting any Provider Personnel; or (3) conducting Solicitation or recruiting activities at the retail stores or offices of any WyzeMedia Provider. V.4 Relationships with Customers and other IBOs. Customers order WyzeMedia Products directly from the applicable WyzeMedia Provider and IBOs contract directly with WyzeMedia Companies. As between the WyzeMedia Providers and the WyzeMedia Companies on the one hand, and the IBO on the other, the WyzeMedia Provider or WyzeMedia Company owns the Customer or IBO relationship, as applicable. The IBO has no right or interest in, or control over, such relationship. WyzeMedia Providers may accept, reject, or cancel orders for WyzeMedia Products in their discretion. Similarly, WyzeMedia Companies may accept, reject, or cancel IBO Applications orIBO Agreements in WyzeMedia’s sole discretion. Customer orders are typically rejected or cancelled when the Customer’s information is invalid or incomplete, or the order has an invalid, omitted or forged signature. When an order is rejected or cancelled for these reasons, Customers acquired as a result of such order will be removed from your Personal Customer List and any associated Compensation or qualifications earned by you and/ or your Upline will be rescinded. In addition, you may be responsible for any losses or liabilities incurred by any WyzeMedia Company or the WyzeMedia Provider. WyzeMedia Providers may also establish and change terms, conditions, and prices applicable to Customers of WyzeMedia Products from time to time, and may discontinue any product or service, in each case without notice and without liability or obligation to IBOs or Customers, subject only to the IBO Agreement or applicable Customer Contract. IBO qualifications and Compensation will be adjusted accordingly. V.5 Use of WyzeMedia’s Identity and Intellectual Property. WyzeMedia’s brand identity and relationships with its Customers, IBOs and the WyzeMedia Providers are among its most valuable assets. This asset and other WyzeMedia Intellectual Property are protected by law and exclusively owned or licensed by the WyzeMedia Companies. You have no ownership in or any other right to any WyzeMedia Intellectual Property other than as expressly stated in writing by WyzeMedia. You may not use or alter any WyzeMedia Intellectual Property in any way without WyzeMedia’s express written permission. WyzeMedia reserves the right, in WyzeMedia’s sole discretion, to limit or revoke at any time any license or other right granted to you by WyzeMedia to use any WyzeMedia Intellectual Property, and any such right shall end automatically upon termination of the IBO Agreement. Subject to the IBO Agreement and any other applicable terms and conditions, you may (1) identify that you are an “WyzeMedia Independent Business Owner”(you may not state or imply that you are an employee of or that you represent “WyzeMedia” or any other WyzeMedia Company or WyzeMedia Provider); and (2) you may use WyzeMedia Business Tools made available by WyzeMedia from time to time for their intended purpose. V.6 Consent to Use of IBO Likeness and Testimonial. As an IBO, you consent to the use by WyzeMedia of your name, testimonial (and/or other statements about the WyzeMedia Companies, the WyzeMedia Products, or the WyzeMedia Opportunity in printed or recorded form, including translations, paraphrases and electronic reproductions of the same), and image or likeness (as produced or recorded in photographic, digital, electronic, video or film media) in connection with advertising, promoting and publicizing the WyzeMedia Opportunity, WyzeMedia Products or any WyzeMedia-related or sponsored Events, and no further permission or any payment of royalties is required in connection with such use. Any such image or likeness taken, created, produced, recorded or commissioned by WyzeMedia is considered WyzeMedia Intellectual Property, and all rights thereto are solely owned by WyzeMedia. An IBO may not use such materials without the prior written approval of WyzeMedia. Further, any image or recording in any media that contains WyzeMedia Intellectual Property may not be used by an IBO without the prior written approval of WyzeMedia, which approval may be withheld, conditioned or delayed in WyzeMedia’s sole discretion. The consents and restrictions contained in this Section V.6 will survive the termination of the IBO Agreement. V.7 Media Inquiries and Appearances. Conveying an accurate, consistent and positive public image is important to preserve the reputation of the WyzeMedia Companies and the value of the WyzeMedia Opportunity. WyzeMedia’s Marketing Department is trained in media relations and, accordingly, if an IBO is contacted by the media about any WyzeMedia Company, WyzeMedia Provider or WyzeMedia Product, or the WyzeMedia Opportunity, the IBO should promptly direct the inquiry to WyzeMedia. In communicating with the media about an IBO’s independent business, the IBO may talk about his or her own activities and business but may not speak on behalf of the WyzeMedia Companies or the WyzeMedia Providers or present themselves as a spokesperson of the WyzeMedia Companies or WyzeMedia Providers. V.8 Non-Use of Speaker and Celebrity Likeness. Recordings IBOs are strictly prohibited from recording, filming, taping or otherwise capturing or broadcasting in any form whatsoever any presentations or appearances at any Event without WyzeMedia’s prior written approval. IBOs are prohibited from using, broadcasting, displaying, reproducing, distributing and reprinting in any form and through any media, the image or likeness in a photograph, video, digital medium, illustration or artwork, the name, the voice, or the biographical information of any WyzeMedia speaker, spokesperson, or celebrity endorser unless specifically approved in writing by WyzeMedia. Any permitted recording of an Event, or of any speech or presentation made by WyzeMedia’s employees or representatives, is only permitted for private use and may not be posted, distributed, copied or broadcast in any format or media, or shown to current or prospective Customers or IBOs, without WyzeMedia’s prior written approval. You are prohibited from posting on any internet site, social media or application any video or audio content created by, produced by, belonging to or relating to the WyzeMedia Companies, the WyzeMedia Providers, the WyzeMedia Products, or the WyzeMedia Opportunity, unless you have received express, written authorization from WyzeMedia, which authorization may be withheld, conditioned or delayed in WyzeMedia’s sole discretion. V.9 Business Cards. Only business cards ordered through WyzeMedia are authorized to include the WyzeMedia logo or other WyzeMedia Intellectual Property. If an IBO wishes to create their own business cards, the IBO may not use any WyzeMedia Intellectual Property or any other logos, names, trademarks and other proprietary information pertaining to any WyzeMedia Companies. They may however, refer to themselves on such business cards as an “WyzeMedia Independent Business Owner”. V.10 Use of WyzeMedia Facilities WyzeMedia Companies may make WyzeMedia Facilities available for your use for the sole purpose of your IBO activities. You must comply with any rules and instructions established by the WyzeMedia Companies for the use of WyzeMedia Facilities, and you may not interfere in any manner with the use of WyzeMedia Facilities by WyzeMedia Companies, otherIBOs, Customers, or third parties. The WyzeMedia Companies are under no obligation to offer any IBO access to WyzeMedia Facilities and reserves the right to limit or prohibit the use of WyzeMedia Facilities. VI. COMPENSATION VI.1 Compensation Generally Qualifications and earnings under the Compensation Plan are based solely on the sale of WyzeMedia Products to Customers, and the payment for WyzeMedia Products by Customers. IBOs do not earn qualifications or Compensation for the recruitment of new IBOs. Purchasing WyzeMedia Products solely for the purpose of qualifying for Earned Positions or obtaining Compensation pursuant to the Compensation Plan, and for no other legitimate purpose, or encouraging others to do so, is a violation of these Policies & Procedures. In order to receive Compensation, (1) yourIBO Agreement must be in effect on the date the Compensation is earned and paid; (2) your IBO position must not be in a suspended status (e.g., in connection with a compliance investigation); and (3) you must be in compliance with the Agreement (provided that payment of Compensation to you is not a waiver by WyzeMedia of any IBO breach). If you have not provided bank account information, tax identification numbers, or other information required by WyzeMedia (such as Payment Method information), any Compensation payments will he held until the required information is received. WyzeMedia reserves the right to modify the Compensation Plan in the exercise of its sole discretion, including without limitation to increase or reduce commissionable revenue by a percentage factor for promotional plans and products, negotiated pricing, or certain WyzeMedia Products. WyzeMedia also reserves the right to create, modify, or eliminate special incentives and bonuses from time to time. VI.2 Commissions. Commissions are calculated based on the commissionable revenue on WyzeMedia Products used by your Customers and IBOs and the Customers and IBOs in your sales organization, according to the Compensation Plan for the country in which the WyzeMedia Products are provided. Commissionable revenue is billed revenue less taxes, non-revenue surcharges and an allowance for bad debt. For certain WyzeMedia Products, commissionable revenue is a specified dollar amount. Commissions are released on the first (1st) business day following the last day of each month. Commissions are paid the within the first 15 days after the close of the month in which the Customer is billed or is qualified. So, if a Customer or IBO qualifies for services in April, commissions will be paid on that Customer’s usage or IBO status in May. The commission qualifications listed on the Compensation Plan are minimum qualifications that must be met at the time commissions are calculated. WyzeMedia recommends that IBOs exceed the minimum qualifications in order to ensure that they remain fully qualified in the event that one or more Customers cancels service. All Customers submitted for your commission qualifications must be received and processed by WyzeMedia by 2 p.m. Eastern Standard Time on the first (1st) Friday of the month in order to count for the applicable month. IBOs must allow up to three (3) business days for Customers of WyzeMedia Providers to be received by WyzeMedia and applied toward position or commission qualifications. Commission release and pay dates may be modified from time to time at the sole discretion of WyzeMedia. VI.3 Reserved for future use VI.4 Compensation Calculations and Adjustments. a. Customer Accounts For Compensation Plan purposes, each Customer Account for WyzeMedia Services. With respect to WyzeMedia Services, only Customers and IBOs with active Customer/IBO Accounts are used to determine qualifications and Compensation. Customers who cancel their WyzeMedia Services and those who do not use the WyzeMedia Service for a period of 3 months will no longer count as active Customers for qualification purposes. This process is known as “purging. IBO can either contact that Customer or acquire new Customers in order to avoid losing qualifications. If a Customer who is scheduled to be purged, or has been purged, begins to use the applicable WyzeMedia Service again, the IBO who acquired the Customer will automatically receive credit for that Customer. A Customer Account cannot count toward qualifications for more than one IBO position and cannot be moved from one IBO position to another. Only completed Customer orders for WyzeMedia Products purchased from an WyzeMedia Company or an WyzeMedia Provider will be considered for purposes of qualifications or Compensation. WyzeMedia is not responsible for the payment of Compensation in the event the relevant WyzeMedia Provider fails for any reason to pay WyzeMedia any amounts that form the basis of such Compensation. Customer orders for which payment has not been received or for which a chargeback, refund, or return request has been made will not be included for purposes of determining qualifications or Compensation. WyzeMedia may reverse qualifications and adjust, rescind, or require repayment of Compensation to WyzeMedia if an IBO, Sponsor, or Upline receives qualifications or Compensation on the basis of a Customer order that is later rejected, deemed invalid, cancelled, or returned. WyzeMedia may reduce Compensation to an IBO based on sales that are deemed uncollectible due to the overall bad debt ratio for WyzeMedia in a country or on a specific Customer Account. WyzeMedia is not required to use the compliance process set forth in Article VII below to make adjustments to qualifications and Compensation. b. Payment Processing Fee and Minimum Payment. The Payment Processing Fee will be deducted from each commission payment. No commission payment will be issued until the total amount of such payment (less the Payment Processing Fee) is greater than $10 USD. In addition, you will be responsible for (1) a $10 USD re-issue fee anytime a payment is returned to WyzeMedia and requested to be re-issued, and (2) a $25 USD stop payment fee anytime a stop payment must be placed, and a new payment issued. WyzeMedia reserves the right to hold any payment reissuance to ensure the original payment issuance is expired. You will also be responsible for an Account Maintenance Fee as defined and described in Section 13 of the US Terms and Conditions. c. Compensation for International Sales IBOs earn qualifications, fast start bonuses and other Compensation for sales made in the IBO’s Home Country based on the Compensation Plan for the IBO’s Home Country. If an IBO operates outside of its Home Country, the IBO’s commissions and bonuses for sales made in other countries will be calculated based on the Compensation Plan of the country where the sales are made, and then converted into the currency of the United States of America. The current Compensation Plans for all countries in which WyzeMedia operates are available in the IBO Back Office. Contact IBO Services if you have specific questions about the impact of international operations on your Compensation. WyzeMedia reserves the right to withhold or deduct from your Compensation any amounts arising from tax obligations imposed by other countries directly or indirectly in connection with your Compensation. VI.5 Compensation Errors. If you believe that WyzeMedia has made an error in the calculation of Compensation or qualifications, or in properly attributing sales, Customers, or IBOs to your sales organization, you must report such error to WyzeMedia within thirty (30) days of the date the error first occurred. Failure to do so will be deemed a waiver by you of your right to contest the applicable qualification or Compensation or attribution. VI.6 Earned Positions To advance to an Earned Position and to be eligible to receive remuneration specified in the Compensation Plan for that Earned Position, you must meet the team structure and sales requirements for the Earned Position as detailed in the current Compensation Plan for your Home Country. Additional criteria may apply to specific bonuses and commissions. In order to be eligible to receive Compensation intended for Earned Position levels, IBOs must be at the Earned Position level on the date the applicable Compensation is calculated. VII. COMPLIANCE INVESTIGATIONS, DISCIPLINARY ACTION, AND TERMINATION VII.1 The WyzeMedia Business Ethics Department. The mission of the WyzeMedia Business Ethics Department is to ensure the integrity of the WyzeMedia Opportunity for IBOs, Customers, and the WyzeMedia Companies. The Business Ethics Department strongly believes in working with IBOs to promote their success, while ensuring that all IBOs operate ethically and in compliance with the IBO Agreement, the DSA code, and all other applicable laws, regulations, and ethical guidelines. The Business Ethics Department is committed to investigating potential violations of the IBO Agreement in a thorough, efficient and fair manner. WyzeMedia may initiate an investigation on its own initiative or based on information received from any Customer, IBO, WyzeMedia Company or WyzeMedia Provider, consumer protection organization, governmental agency, or other Individual. WyzeMedia commits to treating IBOs who are involved in an investigation fairly and respectfully, and IBOs are required to cooperate fully with investigations and to respond to all inquiries from the Business Ethics Department promptly, truthfully, and completely. An IBO’s failure to fully cooperate with an investigation is considered a compliance violation. WyzeMedia reserves the right, in its sole discretion, to interpret the applicability of its policies to a particular fact situation and to select the manner in which it enforces its policies. IBOs agree to be bound by WyzeMedia’s final determination as to whether or not a compliance violation has occurred, and WyzeMedia’s response to any such violation. VII.2 Reporting Suspected Violations If you believe that an IBO has committed a compliance violation, we urge you to first contact that IBO to address the issue directly and in good faith, as you may have misunderstood the situation, or the violation may have been unintentional or the result of the IBO’s lack of understanding of his or her obligations; however, serious violations should always be promptly reported to WyzeMedia. If you are unable to resolve the issue directly with the IBO or are uncomfortable approaching the IBO, you may report the suspected violation in writing to WyzeMedia. Your submission must include your name, the name of the IBO involved, the date, location, and nature of the suspected violation, and any supporting evidence. In order to ensure fair treatment of all parties involved in an investigation, anonymous reports may not be accepted. If you submit a report verbally, WyzeMedia may require that you follow up your report in writing and, in some instances, a signed statement or affidavit may be required. WyzeMedia will use reasonable efforts not to disclose your name as part of our investigation without your permission; however, please be aware that in some cases WyzeMedia may need to use your name. WyzeMedia takes allegations of wrongful behaviour very seriously and making any allegation that you know to be false is in itself a compliance violation. VII.3 Investigation Process Suspected compliance violations will be investigated in WyzeMedia’s discretion following the procedures established by WyzeMedia. IBOs suspected of a compliance violation and others with knowledge or information relevant to such investigation maybe contacted by WyzeMedia by mail/post, telephone, email, or other means in order to attempt to determine the facts. IBOs are required to respond fully and accurately within the time stated in the communication from WyzeMedia. An IBO’s failure to respond to a compliance inquiry may be deemed an admission of facts alleged against the IBO. Upon review of all available information regarding the alleged violation, WyzeMedia reserves the right to determine in its sole discretion whether the IBO will be subject to disciplinary action. WyzeMedia will communicate its decision to the IBO by mail, email, telephone, or other means, advising of the results of the investigation and the intended corrective action. VII.4 Appeals An IBO may request review of a Business Ethics Department decision by submitting an appeal no later than fifteen (15) days following the date on which the IBO is advised of such decision. For an appeal to be considered, the IBO typically must provide relevant information that was not available to the IBO during the initial investigation, or present extraordinary circumstances, as determined in WyzeMedia’s sole discretion. Appeals will normally not be considered if the IBO failed to respond during the compliance investigation. Once received, WyzeMedia will promptly review the appeal and communicate its decision to the IBO. VII.5 Disciplinary Action A finding by WyzeMedia that an IBO has committed a compliance violation. may result in disciplinary action. The nature of the disciplinary action in a given case will depend on the nature and severity of the violation, the facts surrounding the violation, the degree of cooperation shown by the IBO, whether the violation was intentional or inadvertent, the IBO’s compliance history, and the experience of the IBO. The appropriate disciplinary action taken in a given case is within the sole discretion of WyzeMedia. Potential disciplinary actions include, but are not necessarily limited to, verbal and written warnings, temporary suspension ofCompensation and/or the IBO position, fines or other financial penalties, revocation of Earned Position(s), repayment of previously paid Compensation that was not properly earned by reason of a compliance violation, removal of the IBO’s Downline, removal of Customers from the IBO’s PCL, and termination of the IBO Agreement. WyzeMedia may also revoke Earned Position(s) and require repayment of previously paid Compensation to Upline IBOs for a Downline IBO’s violation. IBOs may be requested to acknowledge the disciplinary action in writing. IBOs who commit compliance violations may be required to pay any cost or expense incurred by WyzeMedia as a result of the IBO’s actions, including any settlement payments or credits made to Customers, otherIBOs, WyzeMedia Providers or third parties, fines or penalties imposed by government agencies, legal fees, and investigation expenses. WyzeMedia may deduct these amounts from amounts due to the IBO or pursue payment by other means in WyzeMedia’s sole discretion. a. Suspension WyzeMedia may suspend payment of Compensation and/or suspend an IBO’s position as a result of a compliance violation. WyzeMedia may impose a temporary suspension – either a Payment Hold or Distributorship Hold – while a compliance investigation is pending. An IBO subject to a “Payment Hold” may operate their IBO position and earn qualifications and Compensation but will not be paid Compensation unless and until the suspension is lifted. An IBO on “Distributorship Hold” may not conduct any activities as an IBO, must cease promoting WyzeMedia Products and the WyzeMedia Opportunity, and may not represent themselves as an WyzeMedia IBO until the suspension is lifted. b. Termination Termination of an IBO’s Agreement and the permanent deactivation of the IBO position is the most severe disciplinary action to which an IBO may be subject. All rights and benefits of the IBO, including any claim to unpaid Compensation, and all obligations of WyzeMedia under the IBO Agreement, shall cease on the date of termination. In addition, any IBO whose position is terminated by WyzeMedia is prohibited from attending or participating in any Event following such termination. If the IBO was previously suspended, termination may be retroactive to the date of such suspension. IBOs that are terminated for disciplinary reasons shall not be entitled to a refund of Start Up Fees, Business Support Fees, or Renewal Fees. VII.6 Upline Responsibility If an IBO is found responsible for a compliance violation, any benefits earned by thatIBO’s Upline as a result of the violation maybe revoked. This includes revocation of any Earned Position(s) and withholding or reversal and repayment of anyCompensation previously due or paid to any Upline IBO. Upline IBOs also may be required to reimburse costs incurred by WyzeMedia if WyzeMedia is unable to recover such amounts from the IBO who committed the compliance violation, to the extent the Upline IBOs enabled, failed to take reasonable measures to prevent, participated in, or encouraged the compliance violation. VII.7 Cooperation with Law Enforcement WyzeMedia cooperates fully with law enforcement agencies, courts, and other governmental authorities investigating alleged violations of law by IBOs. IBOs may not be notified of requests from law enforcement or other authorities. If an IBO commits a compliance violation that WyzeMedia believes may also violate the law, WyzeMedia reserves the right to report the incident to the relevant authorities without providing notice to the IBO. VIII. MISCELLANOUS PROVISIONS VIII.1 Privacy and Personal Data WyzeMedia and IBOs may receive or have access to Personal Data of Customers or IBOs in the course of operating their respective businesses. WyzeMedia collects, maintains, and processes Personal Data and confidential information from IBOs and Customers in accordance with WyzeMedia’s Privacy Policy. The Privacy Policy is available on the WyzeMedia Websites. As an WyzeMedia IBO, you acknowledge your understanding and agreement to the contents of WyzeMedia’s Privacy Policy. In your IBO business, you may have access to Personal Data and confidential information of Customers and other IBOs, all of which is the Confidential Information of the WyzeMedia Companies. This Personal Data is not publicly known and could cause personal and financial damage to the individual from who it was obtained if misused, shared, disclosed or otherwise made available, directly or indirectly, advertently or inadvertently, to anyone other than the individual who provided it and those who require the information to deliver the specific WyzeMedia Products for which it was provided.As an IBO, you have the sole responsibility and are personally accountable for treating all Personal Data as Confidential Information and for using and handling it solely and exclusively for the limited purpose contemplated by the owner of such Personal Data when it is provided to you and otherwise in compliance with all data protection and privacy laws, regulations and standards, these Policies & Procedures, and the Privacy Policy. IBOs are prohibited from, directly or indirectly, using, selling, lending, leasing, distributing, licensing, giving, transferring, disclosing, disseminating, reproducing or otherwise communicating any Personal Data to any person or entity for any purpose other than that for which it was provided. You shall maintain the confidentiality of all Personal Data and shall exercise proper diligence and reasonable security measures to ensure that it is secured against access or taking by unauthorized persons, wherever such Personal Data may be stored, whether physically or electronically, and that it is processed, protected, redacted and/or destroyed in a manner that is consistent with the nature of the information and applicable laws, regulations, and standards. Any payment card or other sensitive payment information belonging to another IBO or Customer may not be retained and must be redacted or destroyed. In addition, you must obtain the clear, informed consent of the applicable Individual to all collections, uses, and disclosures of their Personal Data that you make in connection with your IBO business. These obligations survive the non-renewal, cancellation or termination of the IBO Agreement. You acknowledge and agree that you, as an IBO, are personally accountable for the security of the personal data and other Confidential Information of Customers and other IBOs that is provided to you or otherwise accessed by you. VIII.2 Confidential Information As an IBO, you may receive Confidential Information, and you agree to treat such Confidential Information as strictly confidential and wholly owned by WyzeMedia, whether or not suchConfidentialInformation has been marked as confidential or proprietary. Confidential Information is a broader category than Personal Data and can also include additional Customer or IBO information.During the term of your IBO Agreement, and for a period of no less than five (5) years there after or longer as permitted by applicable law (including perpetuity for Confidential Information that is also personal data or Confidential Information protected pursuant to WyzeMedia’s Privacy Policy or that constitutes a protected trade secret), you must keep confidential and may not, directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, disclose, disseminate, reproduce, or otherwise communicate anyConfidential Information to any third party unless authorized by WyzeMedia in writing. All reports that are provided by WyzeMedia, including but not limited to Downline Reports, PCLs, and any other information or data obtained through the IBO Back Office, or WyzeMedia Business Tools, are the proprietary and Confidential Information of WyzeMedia, whether or not an IBO pays a fee to access such reports, data or information. The obligations contained herein apply, without limitation, to the disclosure of identifying information of Customers and of the IBO’s Upline orDownline or multi-level marketing channel, to any Individual or business (including IBO’s agents, spouse, friends, or contacts) for any purpose. IBOs must take reasonable steps to safeguard and maintain the confidentiality of all Confidential Information, including without limitation by not making extra copies, by not sharing login credentials, and by storing in a secure location. IBOs must inform WyzeMedia immediately if the IBO becomes aware of any breach of the requirements of this section, or of any loss of, unauthorized access to or disclosure of Confidential Information. The IBO must cooperate, at WyzeMedia’s instruction, in the remediation of any such incident. The IBO must cooperate with any requests from WyzeMedia to verify the IBO’s compliance with the privacy and confidentiality requirements under these Policies and Procedures, and the applicable laws. VIII.3 Assumption of Risk, Responsibility for Third Parties, and Indemnity There are risks inherent in operating any business. As an IBO you may wish to consult with professional advisors regarding the purchase of insurance and other ways to mitigate these risks for yourself and your independent business. IBOs are not obligated to participate in Events (whether hosted by WyzeMedia or another person) or to use WyzeMedia Facilities. If you choose to participate in Events or use WyzeMedia Facilities, you do so in your capacity as the owner of your independent business and not as an employee, agent, or representative of WyzeMedia, even if you attend the Event or use the WyzeMedia Facility at the invitation of an WyzeMedia Company, an WyzeMedia Provider, or another IBO. You assume all risk and responsibility associated with traveling to and from any Event or WyzeMedia Facility, for use of any WyzeMedia Facility and any equipment and amenities, and for participating in any Event. Notwithstanding anything to the contrary contained in the IBO Agreement, you remain responsible for all actions taken in connection with your IBO position and the operation of your independent business, whether such action is taken by you, your employees, your contractors, your family or household members, your Downline, or any other third party. Similarly, if you are a Participating Party in a PBE, you are jointly and severally liable for the actions of the other Participating Parties and owners, directors, officers, employees, contractors, agents, and representatives of the PBE. Any conduct by such persons that, if performed by you, would violate the IBOAgreement, maybe considered a violation by you and may subject you to disciplinary action. VIII.4 Third Party Claims You must advise WyzeMedia in writing of any allegation or actual or threatened claim or lawsuit brought or made against you or your Downline by a third party arising from or relating to the IBO Agreement, any WyzeMedia Company or WyzeMedia Products, the WyzeMedia Opportunity, WyzeMedia Intellectual Property, your conduct as an IBO, yourIBO position or your independent business. You must advise WyzeMedia promptly upon receiving notice of such allegation, claim or suit and prior to taking any action in connection therewith, including, without limitation, any action that may damage WyzeMedia or limit WyzeMedia’s ability to respond to the issue. WyzeMedia may take whatever action it deems appropriate including, but not limited to, controlling any litigation or settlement discussions, to protect the WyzeMedia Companies, the irreputation, and the irtangible and intangible property. You agree to cooperate in good faith with WyzeMedia in investigating and responding to any such allegation, claim, or suit. VIII.5 Severability Except as otherwise expressed provided in the IBO Agreement, if any provision of the IBO Agreement is found to be invalid or unenforceable for any reason, only the invalid portion of the provision shall be severed, and the remaining terms and provisions shall remain in full force and effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible. VIII.6 Excused Performance/Force Majeure; No Waivers Neither WyzeMedia nor the IBO shall be liable to the other for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control, including, without limitation, strikes, labor difficulties, riot, war, fire, death, government decrees or orders, or an WyzeMedia Provider’s failure to pay amounts owed to WyzeMedia for any reason. WyzeMedia never cedes it right to insist on strict compliance with the IBO Agreement and applicable law. No failure by WyzeMedia to exercise any right or power under the IBO Agreement or to insist on strict compliance by any IBO with any obligation under the IBO Agreement, and no custom or practice of WyzeMedia at variance with the terms of the IBO Agreement, shall constitute a waiver of WyzeMedia’s right to demand strict compliance with the IBO Agreement. Waiver by WyzeMedia will be valid only in writing by an authorized officer. WyzeMedia’s waiver of any particular breach by an IBO shall not affect or impair in any way the rights or obligations of any other IBO. VIII.7 Amendments and Supplemental Policies In order to sustain a viable marketing company, WyzeMedia specifically reserves the right to make any amendments or adjustments it deems necessary with respect to the IBO Agreement including, without limitation, the US Terms and Conditions and these Policies & Procedures (subject only to the provisions contained in Section 26 of the US Terms and Conditions), the WyzeMedia Products offered, any marketing guidelines and/ or pricing, and the Compensation Plan. Upon notification through the WyzeMedia Websites or other WyzeMedia communication channel(s), any such changes to the WyzeMedia Products offered, marketing guidelines and/or pricing, or the Compensation Plan, are incorporated as a part of the IBO Agreement. In addition, WyzeMedia may from time-to-time publish Supplemental Policies, including by posting on the WyzeMedia Websites or in the IBO Back Office. Each of these Supplemental Policies is incorporated as part of the IBO Agreement for so long as it remains in effect. WyzeMedia will provide IBOs notice of any new Supplemental Policy or material change to any existing Supplemental Policy, by email or other appropriate communication in accordance with the US Terms and Conditions. Any amendments to the Supplemental Policies will apply only on a prospective basis. IX. GLOSSARY OF DEFINED TERMS Capitalized words used in these Policies & Procedures and not otherwise defined herein have the meanings set forth below. Capitalized words that are not defined in this Glossary have the meanings set forth in the IBO Application, the US Terms and Conditions, the Compensation Plan, or in the text within the Policies & Procedures. “WyzeMedia”, “us”, or “we” means WyzeMedia Opportunity, LLC (the company with which you entered into your IBO Agreement). “WyzeMedia Business Tools” means marketing or promotional materials, applications, technology, reports, sales aids, tools and kits or other physical or virtual items offered by WyzeMedia to IBOs for use in connection with your IBO position, which may be purchased separately (not included with the Business Support Fee). “WyzeMedia Company” or “WyzeMedia Companies” means WyzeMedia Opportunity, LLC and its parents, subsidiaries, and affiliates individually or collectively. “WyzeMedia Compensation Plan” or “Compensation Plan” means the then current compensation plan issued by WyzeMedia for the country or countries referenced in such plan. “WyzeMedia Facilities” means locations and equipment provided by WyzeMedia Companies to IBOs for use in connection with their IBO positions, including but not limited to WyzeMedia Business Centers or Centers of Excellence, meeting space, office equipment, transportation, internet, phone, video conferencing services, websites, and administrative services. “WyzeMedia IBO Personal Website” means a website hosted by WyzeMedia and available to, and personally customized for, each IBO. “WyzeMedia Intellectual Property” means the name, trademarks, trade names, logos, marketing materials, trade secrets, processes, copyrights, corporate image and goodwill, and all other proprietary information owned or licensed by WyzeMedia Companies. “WyzeMedia Opportunity” means the business opportunity provided by WyzeMedia to IBOs to promote and sell WyzeMedia Products and to build a sales team by sponsoring additional IBOs. “WyzeMedia Products” means, collectively, the WyzeMedia Services and all physical goods, software, applications, or other materials offered for sale by WyzeMedia or WyzeMedia Providers. WyzeMedia Products do not include the WyzeMedia Opportunity or WyzeMedia Business Tools. “WyzeMedia Provider” means a company with whom WyzeMedia contracts for the provision of WyzeMedia Products or WyzeMedia Business Tools. IBOs are not WyzeMedia Providers. WyzeMedia Companies may be WyzeMedia Providers. “WyzeMedia Services” means telecommunications, energy, home security, or other services offered for sale by WyzeMedia or an WyzeMedia Provider. “WyzeMedia Websites” means, collectively, the WyzeMedia corporate website available at www.WyzeMedia.com, all associated URLs, and the various e-commerce websites used for each country. “Agreement” or “IBO Agreement” means the USTerms and Conditions, these Policies & Procedures, any Supplemental Policies, and the WyzeMedia Compensation Plan, all of which form the contract between you and WyzeMedia. “Business ID” or “Business ID Number” means the number assigned to you by WyzeMedia to identify your IBO position. It may also be referred to as a “Team ID” or “IBO Number”. “Business Support Fee” means the monthly payment due to WyzeMedia by all IBOs in consideration of WyzeMedia providing the items specified in the US Terms and Conditions. “Claim” means any claim, representation, hypothetical or other statement conveying an assertion of truth or fact (including an assertion of any actual, expected, or potential outcome or result). A Claim maybe made in any format, including any message or verbal, pictorial, graphic, or symbolic depiction. As used in the IBO Agreement, the defined term “Claim” does not refer to or include claims in the legal sense, meaning assertions that one is intended to, or the perceived or actual right to receive, money or property that is enforceable in court. “Compensation” means commissions, bonuses, and other amounts earned by or paid to an IBO pursuant to the WyzeMedia Compensation Plan. “Compensation Plan” – see WyzeMedia Compensation Plan above. “Confidential Information” means any proprietary and/or confidential data or information of an WyzeMedia Company which is not publicly known or available to competitors of the WyzeMedia Company. Confidential Information includes any personally identifiable information, including financial or card holder information. In addition, Confidential Information includes, without limitation, any and all information identifying Customers, IBOs, IBO sales organizations, prospective Customers and IBOs, qualifications, Compensation, WyzeMedia Products, WyzeMedia Product purchases, customer service needs or requirements, together with Customer names, addresses, email addresses, IP addresses, credit card numbers, bank account numbers, social security numbers, date of birth, and any other information, data or statistics whether obtained directly from a Customer or IBO or through an IBO’s Back Office or otherwise provided or generated from information provided by WyzeMedia for tracking, analyzing, or describing the IBO position and its relationships and activities. “Cooling Off Period” is the time period during which you may rescind your IBO Agreement and receive a refund of certain amounts paid to WyzeMedia to become or remain an IBO under this Agreement. The length of the Cooling Off Period in the United States for IBOs is three (3) days from the applicable Start Date or Renewal Date, although a longer period may be provided in certain jurisdictions where required by law. “Customer” means a person or entity that purchases or utilises WyzeMedia Products. IBOs may also be Customers when they purchase or utilize WyzeMedia Products from an WyzeMedia Company or an WyzeMedia Provider. Such purchase by an IBO may be subject to additional or different terms and conditions than when made by a Customer that is not an IBO. “Customer Account” means all of the WyzeMedia Services of the same type provided to a single Customer name, address, or household. Customers who purchase more than one type of WyzeMedia Service will have more than one CustomerAccount. “Customer Contract” means an agreement between a Customer and an WyzeMedia Company or an WyzeMedia Provider for the purchase of WyzeMedia Products directly from an WyzeMedia Company or an WyzeMedia Provider. The Product Purchase Terms and Conditions agreed to in connection with the purchase or utilisation of the WyzeMedia Products are considered a Customer Contract. “DSA” refers to the Direct Selling Association in the country to which the Policies & Procedures pertains. The DSA is a trade association that represents the direct selling industry. “DSA Code” is a set of rules established by the DSA that are binding on WyzeMedia and, in some cases, on IBOs. “Domestic Partner” means an Individual who is in a legally- recognized civil union, legally registered domestic partnership, or similar legally relationship with an IBO and who is the equivalent of a Spouse for legal, tax, and other purposes under applicable law. “Downline” means (1) all IBOs sponsored by you, and (2) all other IBOs sponsored by the IBOs that you sponsored, and (3) the IBOs sponsored by those persons, and so on. “Downline Report” means the list ofIBOs identified by WyzeMedia as being the Downline associated with a particular IBO Business ID. “Earned Position” means any position in the Compensation Plan Above Executive Team Leader. “Earnings Representations” are more specifically defined in the DSA Code, but essentially mean any Claims that convey, expressly or by implication, actual or prospective sales, earnings, income or income level. “Events” means events, meetings, activities, trainings, workshops, retreats, incentive trips, and other gatherings hosted by or related to any of the WyzeMedia Companies, the WyzeMedia Opportunity, the WyzeMedia Products, WyzeMedia Providers, or other IBOs. “Home Country” means the country in which an IBO position is originally established. “Independent Business Owner”, “IBO”, or “you” refers to an Individual (with respect to an Individual IBO Position) or the PBE and each Participating Party(with respect to a PBE Position) that has established an IBO position by entering into an IBO Agreement with an WyzeMedia Company. “Independent Business Owner Application” or “IBO Application” means the physical or electronic form submitted by a potential IBO to apply to hold an IBO position. “Initial Payment” means, collectively, the StartUpFee and the Business Support Fee payment due for the first month of the term of your IBO Agreement. “IBO Agreement” – see Agreement above. “IBO Back Office” means the online portal provided by WyzeMedia where an IBO can access documents, WyzeMedia Business Tools, and other information for operating their IBO position. The name and location of the IBO Back Office varies by country. “Individual” means a natural person. “Individual IBO Position” means an IBO position operated by an Individual or Spouses or Domestic Partners. “Legal Age” means the age that an Individual is no longer considered a minor in the jurisdiction in which the Individual resides and may legally enter into a binding contract in that jurisdiction. “Participating Party” means a shareholder, partner, or beneficial owner of an IBO position, or any Individual that is permitted to Solicit Customers or recruit potential IBOs in connection with an IBO position. With respect to a PBE Position, any person directly or indirectly profiting from the PBE Position and holding an interest in the PBE Position equal to five percent (5%) or more of the total interest available therein, is a Participating Party in the PBE Position, whether or not that Individual participates in the day-to-day operations of the PBE, and each such Participating Party expressly authorizes the PBE Position’s Primary Contact to act on their behalf with respect to the PBE Position, including without limitation for purposes of renewing the PBE Position and consenting to the then- current IBO Agreement. “Payment Method” means a valid credit or debit card account, the information for which is (i) provided by you to WyzeMedia to keep on file for purposes of processing any and all payments due to WyzeMedia under your IBO Agreement, and (ii) updated by you as necessary to permit WyzeMedia to process all such payments during the term of your IBO Agreement. “Payment Processing Fee” means the amount deducted from each commission payment to cover processing costs relating to the issuance of the payment and the corresponding statement. “PBE Position” means an IBO position held by a Permitted Business Entity and for which the Primary Contact and all other Participating Parties are jointly and severally liable. “Permitted Business Entity” or “PBE” means a legal entity, such as a corporation, limited liability company, partnership, or trust, that is permitted to be an IBO pursuant to the Permitted Business Entity Requirements. “PermittedBusiness EntityAddendum” or “PBE Addendum” means the addendum to the IBO Agreement that must be completed for a Permitted Business Entity to hold an IBO position, and forms a part of the contract between WyzeMedia and a PBE. The PBE Addendum varies by country and is available upon request or in the IBO Back Office. “Permitted Business EntityRequirements” or “PBE Requirements” means the Permitted Business EntityRequirements – US documents attached to these Policies & Procedures as a supplemental policy and which are applicable to all PBEs. “PermittedTestimonials” means statements that share characteristics of Earnings Representations, but that (1) are implied in the context of an IBO conveying his or her truthful experience with the WyzeMedia Opportunity, and (2) comply with all requirements contained in these Policies & Procedures. “Personal Customer List” or “PCL” means the list ofCustomers identified in a report furnished by WyzeMedia Companies which are associated with a particular IBO Business ID. “Personal Data” means personal information and data, including sensitive personal and financial data, such as names, addresses, gender, IP addresses, financial information including bank account or credit card numbers, social security numbers, date of birth, or email addresses, in each case relating to identified or identifiable persons. “Policies & Procedures” means the document comprised of these WyzeMedia United States Policies & Procedures, all Supplemental Policies, and the Permitted Business Entity Addendum (if applicable). The Policies & Procedures form a part of the IBO Agreement. “Product Purchase Terms and Conditions” means the terms and conditions that govern the purchase of WyzeMedia Products from WyzeMedia by a Customer, as shown on the WyzeMedia E-Commerce Website for each country.“Provider Personnel” means any employee, contractor, agent or representative of an WyzeMedia Provider. “Regional Director” means an Earned Position achieved in accordance with the Compensation Plan. “Renewal Date” means the date that is twelve (12) months from an IBO’s Start Date, and every twelve (12) months thereafter. “Renewal Fee” means an amount paid by a current IBO to renew their IBO position and their IBO Agreement, the amount of which can be found in the IBO Back Office and on the WyzeMedia Compass App. “Solicit” means, any action or communication intended to, solicit, entice, recruit, hire, enroll, sponsor, persuade, petition, induce, influence, or encourage, in each case in anyway and through any means or method (including, without limitation, communications made affirmatively or responsively, directly or indirectly, expressly or implicitly, or personally or through or with one or more third parties). “Solicitation” is the act of “Soliciting,” and includes, without limitation, person-to-person meetings, phone calls (e.g., direct phone calls and three-way calls), emails, text messages, chat messages, or social media postings. “Sponsor” means the IBO under whose Business ID a new IBO is registered in WyzeMedia’s database. “Spouse” means a legally married Individual. “Start Date” means the date that your IBO Application is accepted by WyzeMedia. “Start Up Fee” means the one-time payment required as a condition to establishing an IBO position. “Supplemental Policies” means, collectively, the additional information published by WyzeMedia from time to time and made available to IBOs that is identified as being a part of these Policies & Procedures. The Supplemental Policies are available through the WyzeMedia Websites and the IBO Back Office, and form a part of the IBO Agreement. “Transfer Fee” means the fee that is paid to WyzeMedia for the processing of the transfer or sale of an IBO position. “Upline” means (1) your Sponsor, and (2) the IBO that sponsored your Sponsor, and (3) the IBO above that sponsored your Sponsor’s Sponsor, and so on. “US Terms and Conditions” means the Independent Business Owner US Terms and Conditions that are part of the IBO Agreement. “You” means the IBO, including any Individual, PBE, or Participating Party that operates or participates in an IBO position.
Start Up Fee: Up to $199 for the initial one-year term
Business Support Fee known as Wyze Business Services “WBS” $25 per month (initial monthly payment due following month after initial sign-up)
Renewal Fee: $Waived Until Further Notice PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
DISPUTE RESOLUTION AND ARBITRATION TERMS ARE SET OUT IN SECTION 23 BELOW (the “DISPUTE RESOLUTION PROVISIONS”). PLEASE READ THE DISPUTE RESOLUTION PROVISIONS CAREFULLY.
1. I, the undersigned, acknowledge and agree that I have read and understand the WyzeMedia Independent Business Owner Agreement, which is comprised of the Terms and Conditions, the WyzeMedia Policies & Procedures (including all supplements thereto), and the WyzeMedia Compensation Plan (collectively, the “IBO Agreement” or the “Agreement”). By submitting my IBO application and signing below or by electronic acceptance hereof, I agree that I want to become an WyzeMedia Independent Business Owner (“IBO”) so that I can market goods and services offered by or through WyzeMedia (as used in the Terms and Conditions, the “WyzeMedia Products”) and participate in the WyzeMedia Compensation Plan (as more specifically described in the IBO Agreement), and I further agree that I accept, will comply with, and be bound by, the terms and conditions contained in the IBO Agreement.
See WyzeMedia’s Policies & Procedures Below
Click here for WyzeMedia’s Compensation Plan
2. I acknowledge and agree that the IBO Agreement will become a binding agreement upon myself and WyzeMedia, LLC, a Wyoming limited liability company (“WyzeMedia”), only upon acceptance by WyzeMedia of my completed IBO application, and that WyzeMedia will notify me of such acceptance via email to the email address I submit with my application. I understand that WyzeMedia has the right to accept or reject my IBO application in its sole discretion. For purposes of the IBO Agreement, WyzeMedia and its parents, subsidiaries and affiliates may be referred to collectively as the “WyzeMedia Companies” or each individually as an “WyzeMedia Company” or “WyzeMedia”. Capitalized terms used but not defined in these US Terms and Conditions shall have the meanings prescribed to such terms in the Glossary section of the WyzeMedia Policies & Procedures.
I understand that there is no requirement to become an IBO beyond my entering into the IBO Agreement and paying the initial Start Up Fee and monthly Business Support Fee. No other purchase of sales aids, training materials, WyzeMedia Products, WyzeMedia Business Tools (as hereinafter defined) or other services is required to become an IBO and any such purchase by me is strictly voluntary. I understand that earnings as an IBO, including commissions, bonuses or other compensation earned pursuant to the WyzeMedia Compensation Plan (collectively, “Compensation”) and advancement to higher qualification levels thereunder are based solely upon the successful sale or implementation of WyzeMedia Products to customers or or IBOs, and those customers/IBOs usage of such WyzeMedia Products as defined hereinafter, and that I am not personally obligated to purchase any WyzeMedia Products.
I understand that no Compensation is earned for the promotion of the WyzeMedia Opportunity or the sponsorship of new IBOs. If I choose to sponsor others to become IBOs and participate in the WyzeMedia Compensation Plan, I will not receive any Compensation whatsoever for the act of sponsoring or recruiting such IBOs; rather, I will be compensated based upon the activities of other IBOs only to the extent of such IBOs’ sales of WyzeMedia Products/Services to customers.
5. I hereby authorize WyzeMedia to (i) charge the Start Up Fee and ongoing monthly Business Support Fee to my credit or debit card on file with WyzeMedia (the “Payment Method”); and (ii) automatically charge the Payment Method for each Business Support Fee and Renewal Fee payment due and payable under this Agreement, together with any Account Maintenance Fee(s) (as hereinafter defined). I acknowledge and agree that it is my responsibility to ensure the Payment Method remains valid at all times during the term of this Agreement, and that I will provide to WyzeMedia all information necessary to allow WyzeMedia to charge the Payment Method (or any valid, replacement credit or debit card, which is hereinafter referred to as the Payment Method) for all amounts due and payable by me to WyzeMedia. I further acknowledge and agree that if the Payment Method expires or otherwise becomes invalid for any reason during the term of this Agreement (including without limitation any Renewal Term, as hereinafter defined), or I otherwise fail to annually renew my relationship with WyzeMedia or pay any Business Support Fee payment within the periods specified in the WyzeMedia Policies & Procedures, then my IBO position will be deactivated, this Agreement will terminate, and I will forfeit all rights under this Agreement, including without limitation the right to receive future Compensation.
6. I hereby represent that the information submitted with my IBO application is complete, true and correct, and that (i) my primary residence is in the United States or other country as approved by WyzeMedia, (ii) I am of legal age in my state of residence to enter into legally binding agreements, and (iii) I have legal authority to conduct business and earn income in the United States or other country as approved by WyzeMedia,. I agree to promptly notify WyzeMedia of any changes to the information submitted by me, including without limitation any changes related to the Payment Method. If I am entering into this Agreement on behalf of a corporation, limited liability company, partnership, trust or other entity, I represent that I have the authority to enter into such agreements for the entity, but I nonetheless agree that in addition to such entity, I will be personally responsible for the performance of all the duties and obligations described in this Agreement.
7. This Agreement shall become effective upon the acceptance hereof by WyzeMedia and shall continue for an initial term of one (1) year unless sooner terminated as permitted under this Agreement. Upon the expiration of the initial term, unless this Agreement is terminated pursuant to its terms, my relationship with WyzeMedia shall be automatically extended for additional, successive one-year periods (each, a “Renewal Term”) by (i) my entering into upon request the then-current Independent Business Owner Renewal Agreement located in the IBO Back Office; (ii) the successful processing of payment for the annual Renewal Fee (if applicable) on or before each Renewal Date or prior to the expiration of any grace period permitted by WyzeMedia, and any other amounts due and payable as of my Renewal Date, all as provided for in the WyzeMedia Policies & Procedures; and (iii) my compliance with all terms and conditions contained in the WyzeMedia Policies & Procedures related to my renewal. I acknowledge and understand that my payment of the Start Up Fee, the Business Support Fee (WBS), and the Renewal Fee(s) (if applicable) covers the costs associated with establishing and servicing my WyzeMedia business, and enables me to conduct and maintain my business status with WyzeMedia and are in consideration for a variety of services provided by WyzeMedia at no additional cost to me including, but not limited to, access to and use of business reporting tools and alerts, marketing materials and tools, training materials and personal development tools, and back-office support. I further acknowledge that the Renewal Fee (if applicable) is less than the Start Up Fee, and that I receive additional, valuable consideration under the WyzeMedia Compensation Plan for my agreement to renew my IBO Agreement and accept any changes thereto. I acknowledge and understand that WyzeMedia may from time to time modify the Renewal Fee or the Business Support Fee upon written notice to me delivered via email and such modified Renewal Fee or Business Support Fee will apply immediately and will be charged to the Payment Method upon the due date there for. The provisions of this Agreement which by their nature are intended to survive termination of this Agreement shall so survive, including without limitation the Dispute Resolution Provisions (as hereinafter defined), all restrictive covenants, and all provisions related to indemnification, confidentiality, data protection, and the Account Maintenance Fee.
8. I agree to timely pay for any products or services, WyzeMedia Business Tools or other items that I choose to purchase from any WyzeMedia Company.
9. I agree that, as an IBO, I am an independent contractor for all purposes under applicable federal, state, and local statutes, rules, regulations, directives, ordinances, guidance and other laws (collectively, “Applicable Law”), including without limitation the Internal Revenue Code, and all state tax and employment-related laws and regulations. As an independent contractor, I am not an employee, partner, agent, franchisee, or legal representative of any WyzeMedia Company or of any carrier, supplier, service provider or other party with whom any WyzeMedia Company transacts or contracts business (all such parties other than IBOs are referred to collectively herein as “WyzeMedia Providers”), and I am prohibited from presenting or holding myself out as such. I understand that, as an IBO, I am responsible for my own business and I am free to select my own means, methods and manner of operation, and free to choose the hours and location of my activities performed as an IBO, subject to the terms and conditions of this Agreement and Applicable Law. If I employ individuals to perform services for my independent business, I understand that I am responsible for their acts and omissions and for ensuring their compliance with this Agreement and Applicable Law. I understand that I am solely responsible for remitting any taxes, making any reports, and obtaining any licenses, permits, authorizations or insurance required to conduct my business in compliance with this Agreement and Applicable Law. I shall have no power or authority to bind any WyzeMedia Company or WyzeMedia Provider in any way, directly or indirectly, and I will not take any action inconsistent with this limit of authority. I acknowledge that as an independent contractor I am not entitled to holidays, vacations, disability, insurance, pensions or retirement plans, or any other benefits offered or provided by any WyzeMedia Company to its employees. I acknowledge and agree that I will not be treated as, nor represent myself or anyone I engage in my independent business, as an employee of any WyzeMedia Company or WyzeMedia Provider for any purpose, including for purposes arising under Applicable Law.
10. I acknowledge and understand that I may terminate this Agreement for any reason, at any time, by giving WyzeMedia written notice at its address of record as more fully described in the WyzeMedia Policies & Procedures. I further acknowledge and understand that WyzeMedia may terminate this Agreement pursuant to the WyzeMedia Policies & Procedures or by giving written notice to me in the event that I breach any part of this Agreement.
11. I acknowledge that, as an IBO, I am not guaranteed any income, nor am I assured any profits or success, and I certify that no claims of guaranteed profits or representations of expected earnings that might result from my efforts as an IBO have been made to me by any WyzeMedia Company or any other IBO. Similarly, I shall not represent, directly or indirectly, that any person may, can, or will earn any stated amount or that any IBO is guaranteed any level of success.
12. I understand that the WyzeMedia Products are offered in different markets on terms determined by the WyzeMedia Companies or the WyzeMedia Providers, and that the markets where the WyzeMedia Products are offered and the terms, conditions or prices applicable thereto may change from time to time without notice.
13. I understand that WyzeMedia may charge a fee to process all Compensation. In addition, I acknowledge and agree that any payments issued to me by WyzeMedia that remain unclaimed for six (6) months after the issuance date (“Unclaimed Funds”) shall be held by WyzeMedia in an account, and that WyzeMedia will assess an account maintenance fee of $10 per month (the “Account Maintenance Fee”) until such time as I have claimed all such Unclaimed Funds held by WyzeMedia. I acknowledge and understand that WyzeMedia shall deduct the Account Maintenance Fee monthly from the Unclaimed Funds and if there are insufficient Unclaimed Funds held by WyzeMedia from which to deduct the Account Maintenance Fee when due, then the Account Maintenance Fee shall be prorated to reflect the amount of Unclaimed Funds then remaining, and the remaining Account Maintenance Fee due shall be charged to the Payment Method. When no Unclaimed Funds are owed to me by WyzeMedia, the account shall be closed. I further acknowledge that any Unclaimed Funds may be subject to applicable escheat laws that may require WyzeMedia to deliver all or some portion of Unclaimed Funds to the applicable state or its government authorities.
14. I agree to keep accurate records regarding my activities as an IBO and, in the process of marketing and promoting the WyzeMedia Products or Services, I will act in a manner consistent with the WyzeMedia Policies & Procedures. I further agree that I shall not engage in or perform any misleading, deceptive or unethical practices, or make any false or misleading statements, regarding the WyzeMedia Products, the WyzeMedia Companies, or the various relationships between the WyzeMedia Companies, the WyzeMedia Providers, and IBOs.
15. I agree to abide by Applicable Law governing the marketing, sale or solicitation of the WyzeMedia Products, including without limitation all applicable anti-spam legislation, and I understand that I will be personally liable for any fines or other expenses incurred by any WyzeMedia Company or WyzeMedia Provider as a result of my failure to do so.
16. I understand that during any WyzeMedia investigation into a potential violation of this Agreement, or in the event the Payment Method becomes invalid for any reason, my IBO position status may be suspended and any Compensation which may be otherwise owing to me may be held by WyzeMedia until final resolution has been achieved. I acknowledge that in the event WyzeMedia determines that I have violated this Agreement, then WyzeMedia may, at its option, terminate this Agreement and deactivate my IBO position, in which event I will not be entitled to any Compensation of any kind.
17.WyzeMedia may periodically make available various training and marketing materials, applications, technology, reports, or other physical or virtual items for use in connection with my IBO position that are not included in the Business Support Fee (collectively, “WyzeMedia Business Tools”). I acknowledge and understand that I am under no obligation to purchase any WyzeMedia Business Tools (not included in the WBS), or any other materials or services, at any time, but that I will have the option to purchase any materials or services which I may choose.
18. I agree that, as an IBO, I shall place primary emphasis upon the sale of WyzeMedia Products and services to customers, and I acknowledge that I have the right to refer as many personal customers as I wish. I understand that during the term of this Agreement I will be eligible to earn Compensation for WyzeMedia Products and/or Downline, subject to and in accordance with the then-current WyzeMedia Compensation Plan. I acknowledge and understand that WyzeMedia reserves the right to vary or change the terms and conditions of the WyzeMedia Compensation Plan at any time, including without limitation those terms and conditions related to eligibility, provided that WyzeMedia will give me notice of such changes in accordance with the terms and conditions of this Agreement, and such notice shall be available in the IBO back office, which is deemed sufficient notice. I further acknowledge and understand that WyzeMedia may also from time to time make available to me certain incentives outside of the WyzeMedia Compensation Plan in connection with certain WyzeMedia Product offerings (e.g. promotional incentives), and that such incentives may be subject to separate terms and conditions. I further understand that maintenance of my position as a current IBO until the time of payment of Compensation is a condition for earning and receiving such Compensation, and I will not be eligible to receive payment of any Compensation following the termination or expiration of this Agreement.
19. I agree to indemnify, defend and hold the WyzeMedia Companies, the WyzeMedia Providers, and each of their respective shareholders, directors, officers and employees harmless from and against any and all claims, damages, costs and expenses, including without limitation any attorneys’ fees and court costs, arising out of or in connection with my actions or omissions in the performance under this Agreement. I understand and agree that the indemnity set forth in this Section 19 is in addition to, and not to the exclusion of, my indemnification obligations contained in the WyzeMedia Policies & Procedures.
20. I represent and warrant that I will comply with all terms and conditions contained in the IBO Agreement relating to the protection of Confidential Information, Personal Data, and related proprietary or confidential information, including without limitation the provisions contained in the WyzeMedia Policies & Procedures. I agree that all provisions contained in the IBO Agreement related to the protection and disclosure of Confidential Information and Personal Data shall survive the expiration or termination of the IBO Agreement.
21. IN NO EVENT WILL ANY WyzeMedia COMPANY OR ANY WyzeMedia PROVIDER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH ANY CAUSE, INCLUDING BUT NOT LIMITED TO ANY BREACH OF WARRANTY OR ANY DELAY, ACTION, ERROR OR OMISSION OF ANY WyzeMedia COMPANY OR WyzeMedia PROVIDER, OR THE DELIVERY, NONDELIVERY, DISCONTINUATION, OR MODIFICATION OF ANY PRODUCT OR SERVICE BY ANY WyzeMedia COMPANY OR WyzeMedia PROVIDER, EVEN IF THE RELEVANT WyzeMedia COMPANY OR WyzeMedia PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
22. THE WyzeMedia COMPANIES AND THE WyzeMedia PROVIDERS MAKE NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER. EXPRESSLY EXCLUDED ARE ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY WyzeMedia COMPANY OR WyzeMedia PROVIDER, OR ANY OF THEIR RESPECTIVE AGENTS OR EMPLOYEES, OR ANY IBO, WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE LIMITED WARRANTY PROVIDED FOR HEREIN.
23. DISPUTE RESOLUTION
PLEASE READ THIS SECTION OF THE IBO AGREEMENT CAREFULLY, AS IT PROVIDES FOR THE RESOLUTION OF MOST DISPUTES THROUGH BINDING ARBITRATION AND INCLUDES CERTAIN WAIVERS, INCLUDING CLASS ACTION, CLASS ARBITRATION AND JURY TRIAL WAIVERS.
A. Dispute Resolution Generally. WyzeMedia urges IBOs to resolve disputes involving other IBOs amicably and professionally. WyzeMedia may in its sole discretion agree to mediate and resolve any inter-IBO dispute, provided that the impacted IBOs agree that WyzeMedia’s findings and decision are binding. WyzeMedia will generally not mediate disputes between Individuals involved in the same IBO position (for example, between Spouses or Participating Parties of a PBE). If an IBO is dissatisfied with WyzeMedia in any way, or has a dispute with WyzeMedia as to their rights and obligations under the IBO Agreement, the IBO should contact WyzeMedia by writing or calling IBO Services so that WyzeMedia may attempt to resolve the issue. If an IBO is unable to resolve the issue after cooperating in good faith with IBO Services, the dispute shall be resolved as set forth below in this Section 23.
B. Arbitration
a. If either (i) any WyzeMedia Company, or any of their respective owners, officers, directors, employees, contractors, consultants, representatives or agents (individually or collectively referred to as “WyzeMedia” for purposes of the Dispute Resolution Provisions) or (ii) an IBO has any legal claim or dispute against the other, including, but not limited to, those arising from or in connection with, or otherwise relating to, the IBO Agreement or the termination hereof, the IBO’s position, services, my registration for or participation in any Event, or the WyzeMedia Products (each, a “Dispute”), the party initiating the Dispute must first try to contact the other to resolve the Dispute informally in good faith. WyzeMedia must contact the IBO at the contact number WyzeMedia has on file for the IBO or write the IBO at the IBO’s physical or email address listed on the IBO’s position with WyzeMedia. The IBO must write to WyzeMedia at Attn: WyzeMedia Business Ethics, 6615 Boynton Beach Blvd, #181 Boynton Beach, FL 33437, or by email at Admin@WyzeMedia.com
b. All Disputes (in any case, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal or equitable theory), to the extent not prohibited by Applicable Law, shall be resolved by final and binding arbitration, pursuant to the Commercial Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”) (available at the following address: https://www.adr.org/Rules or other applicable AAA rules, as in effect at the time of the arbitration, and as modified herein. The IBO may contact the AAA in writing at one of its locations (e.g., Miami Regional Office, 1111 Brickell Avenue, Suite 1950, Miami, FL 33131) The IBO may also obtain additional information about the AAA and its procedures from the AAA’s website, at www.adr.org. Notwithstanding the foregoing in this subsection 23(B) (b), (i) either the IBO or WyzeMedia may bring an individual action against the other party in small claims court (or comparable court of competent jurisdiction) so long as the only parties to that action are the IBO and WyzeMedia and the total value of the claims made in the action is less than the claim limit applicable in the jurisdiction in which the claim is filed, and (ii) nothing herein shall prevent WyzeMedia from enforcing the IBO Agreement, including without limitation taking corrective or remedial action such as deactivation of the IBO’s position, for an IBO’s violation of the IBO Agreement (including without limitation the Policies & Procedures). Following the contact required in subsection 23(B)(a) above and prior to commencing an arbitration proceeding with the AAA, a party seeking to arbitrate any Dispute must send to the other party, via certified mail, a written Notice of Dispute (“Notice”). The Notice to the IBO must be sent by WyzeMedia to the IBO’s address on file with WyzeMedia. The Notice to WyzeMedia must be addressed to: WyzeMedia IBO Services, 6615 Boynton Beach Blvd, #181 Boynton Beach, FL 33437. The Notice must describe (a) the nature and basis of the claim or Dispute; and (b) the specific relief sought. The IBO and WyzeMedia each expressly agree to attempt to resolve any Dispute by first sending the Notice to the other party prior to initiating or commencing an arbitration proceeding with the AAA.
c. If a Dispute is not satisfactorily resolved within sixty (60) days after the Notice is sent, either party may then commence an arbitration proceeding with the AAA.
d. If the amount involved in the Dispute is less than $1,000, the arbitration will be conducted, at the IBO’s election, (i) in person in the jurisdiction of the last address of the IBO on file with WyzeMedia, or (ii) by telephonic hearing. If the amount in Dispute is $1,000 or more, the arbitration will be conducted in Miami, Florida (unless prohibited by Applicable Law, in which case the arbitration will be conducted in person in the jurisdiction of the last address of the IBO on file with WyzeMedia). Each of the IBO and WyzeMedia has the right to be represented by an attorney in any arbitration.
e. The number of arbitrators shall be mutually agreed upon by the parties; provided, however, that in event the parties cannot agree on the number of arbitrators, the AAA Rules will control. In all cases, the award of the arbitrator(s) shall be accompanied by a reasoned opinion. Punitive or exemplary damages shall be allowed only to the extent the remedy is expressly available under Applicable Law. Discovery shall consist of interrogatories, document requests, and no more than five depositions of seven hours or less each, per side; provided, however, that the arbitrator(s) may award additional discovery upon motion by either party and a showing of need and/or the inability to pursue or defend claims absent additional discovery.
f. The party initiating the arbitration must pay the applicable AAA filing fee when submitting its written request for arbitration to the AAA. Unless otherwise provided for in the AAA Rules, all other administrative fees and expenses of arbitration, including the fees and expenses of the arbitrator, will be divided equally between the parties.
g. Unless applicable substantive law provides otherwise, each party will pay its own expenses to participate in the arbitration, including attorneys’ fees and expenses for witnesses, document production, and evidence presentation. The arbitrator(s) shall have the authority to award the same damages and other relief that would have been available to the parties as individual claimants in court.
h.Any award may be confirmed and enforced in any court of competent jurisdiction. The arbitration will be confidential, and neither the IBO nor WyzeMedia may disclose the existence, content, or results of the arbitration, except as necessary to conduct the proceedings, to confirm and enforce the award, to its own legal or financial advisors, by agreement, or as may be required by law.
C. CLASS ARBITRATION WAIVER. EACH DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS. EACH OF THE IBO AND WYZEMEDIA SPECIFICALLY AGREE THAT IT MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A CLAIMANT OR CLASS MEMBER
IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP PROCEEDING. NO CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP ARBITRATIONS ARE PERMITTED EVEN IF ALLOWED UNDER THE APPLICABLE AAA RULES. EACH PARTY AGREES THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP PROCEEDING (“CLASS ARBITRATION WAIVER”). EACH OF THE IBO AND WYZEMEDIA ACKNOWLEDGE THAT THE CLASS ARBITRATION WAIVER IS MATERIAL AND ESSENTIAL TO THE RESOLUTION OF ANY DISPUTE. THEREFORE, IF THE CLASS ARBITRATION WAIVER IS LIMITED, VOIDED, OR OTHERWISE FOUND UNENFORCEABLE, SUCH THAT CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP ARBITRATION IS ALLOWED, THEN THE ENTIRETY OF SUBSECTIONS 23(B) ABOVE AND 23(F) BELOW (BUT ONLY SUBSECTIONS 23(B) ABOVE AND 23(F) BELOW) SHALL BE NULL AND VOID, AND IF A PARTY CHOOSES TO PROCEED WITH ITS CLAIM IT MUST DO SO IN COURT PURSUANT TO SUBSECTIONS 23(D) AND 23(E) AND SECTION 24 BELOW. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THESE DISPUTE RESOLUTION PROVISIONS, THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, AND VALIDITY OF THE CLASS ARBITRATION WAIVER AND ANY ATTENDANT QUESTION OR DISPUTE REGARDING THE VOIDANCE OF THE ARBITRATION PROVISIONS SET FORTH IN SUBSECTION 23(B) ABOVE, SHALL IN EACH CASE BE DECIDED ONLY BY A COURT AND NOT BY AN ARBITRATOR.
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THE IBO AGREEMENT TO THE CONTRARY, THE ARBITRATOR MAY AWARD MONEY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. NO CLASS, COLLECTIVE, REPRESENTATIVE, GROUP, OR APPLICABLE PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY, OR PRAYERS FOR RELIEF, MAY BE MAINTAINED IN ANY ARBITRATION HELD PURSUANT TO THE IBO AGREEMENT.
D. CLASS ACTION WAIVER. IN THE EVENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, FOR ANY REASON, EACH OF THE IBO AND WyzeMedia AGREE THAT SUCH DISPUTE WILL ONLY BE RESOLVED ON AN INDIVIDUAL BASIS. EACH OF THE IBO AND WYZEMEDIA SPECIFICALLY AGREE THAT IT MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP PROCEEDING.
E. JURY TRIAL WAIVER. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, FOR ANY REASON, IF NOT PROHIBITED BY APPLICABLE LAW, EACH OF THE IBO AND WyzeMedia HEREBY WAIVE ANY RIGHT TO A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY LAW.
F. Delegation to Arbitrator. Except as provided in subsection 23(C) above, I acknowledge and agree that the arbitrator(s), and not any federal, state, or local court, shall have exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, or validity of these Dispute Resolution Provisions, including without limitation any claim that these Dispute Resolution Provisions are void or voidable.
G. Severability. If any provision contained in these Dispute Resolution Provisions is deemed invalid or unenforceable, such provision shall be modified automatically to the minimum extent necessary to render the parties’ agreement to arbitrate valid and enforceable. If a provision conflicts with a mandatory provision of Applicable Law, the conflicting provision shall be severed automatically and the remainder construed to incorporate the mandatory provision. In the event of such severance or modification, the remainder shall not be affected.
H. Termination. The Dispute Resolution Provisions shall remain in effect even after termination of the IBO Agreement or the termination of the IBO’s business association with WyzeMedia.
24. RESTRICTIVE COVENANTS A. For purposes of this Section 24, the following capitalized terms shall have the meanings provided below:
“WyzeMedia Products and Services” means, collectively, all products or services offered for sale by WyzeMedia, any WyzeMedia Company, or any WyzeMedia Provider, and all physical goods, software, applications, or other materials offered for sale by such parties. WyzeMedia Products and Services do not include WyzeMedia Business Tools.
“Customer” means a person or entity that utilizes and/or purchases WyzeMedia Products and Services, and includes any IBO that utilizes and/or purchases WyzeMedia Products and Services for their personal use.
“Downline” means, with respect to your IBO organizational hierarchy, all IBOs who fall at the first level or below underneath your IBO position.
“Participating Party” means a shareholder, partner, or beneficial owner of an IBO position that holds an interest in the IBO position equal to five percent (5%) or more of the total interest therein, or any individual that acquires Customers or recruits potential IBOs in connection with an IBO position as permitted under the IBO Agreement.
“Restricted IBO” means any individual that is or, within the past one hundred twenty days (120) days, has been, party (directly or as a Participating Party) to an IBO Agreement with WyzeMedia or, if you or your Downline have engaged in business outside of the United States, any other WyzeMedia Company.
“Solicit” means, in effect or by intent, to request, recruit, enroll, sponsor, entice, induce, influence, or encourage, in each case in any way and through any means or method (including, without limitation, communications made affirmatively or responsively, directly or indirectly, expressly or implicitly, or personally or through or with one or more third parties). “Solicitation” is the noun form of the verb “Solicit.” Solicitation includes, without limitation, person-to-person meetings, phone calls (e.g. direct phone calls and three-way calls), emails, text messages, chat messages, and social media postings.
B. Customer Non-Solicitation. During the term of this Agreement and for a period of one (1) year after the expiration or earlier termination hereof, I agree that I shall not Solicit any Customer to whom I have successfully marketed WyzeMedia Products and Services within the immediately prior two (2) years to (i) move their business away from any WyzeMedia Company, another IBO, or any WyzeMedia Provider; or (ii) purchase products or services that are the same as or similar to any WyzeMedia Products and Services offered by another provider or distribution channel other than as specifically designated or approved in writing by WyzeMedia. I acknowledge and agree that all Customers Solicited by an IBO for the promotion or sale of WyzeMedia Products are deemed to be Customers of WyzeMedia (or the applicable WyzeMedia Company or WyzeMedia Provider) and not of the IBO, whether or not the IBO originally introduced, procured or brought such Customer to WyzeMedia or the applicable WyzeMedia Company or WyzeMedia Provider. I further acknowledge and agree that I shall not Solicit Customers for goods or services similar to and competitive with WyzeMedia Products and Services through any channel other than as specifically permitted in this Agreement or approved in writing by WyzeMedia.
C. Restricted IBO Non-Solicitation. During the term of this Agreement and for a period of one (1) year after the expiration or earlier termination hereof, I agree that I shall not Solicit any Restricted IBO to participate, personally or through any entity or other medium, in another multi-level marketing, network marketing, or other direct selling business opportunity (other than an WyzeMedia Company). I acknowledge that because direct selling is conducted through networks of independent contractors dispersed across the entire United States and internationally, and business is commonly conducted via the Internet and telephone, any effort to narrowly limit the geographic scope of this non-Solicitation provision would render it wholly ineffective. Therefore, I acknowledge and agree that, subject to the above definition of “Restricted IBO”, it is reasonable that the foregoing Solicitation prohibition extends to all markets in which WyzeMedia or the other WyzeMedia Companies conduct business. Notwithstanding the foregoing, I shall not be restricted under this subsection 24(C) from Soliciting any Restricted IBO so long as: (1) I cancel this Agreement within the three (3) day Cooling Off Period described in the WyzeMedia Policies & Procedures, or (2) (i) I am within my initial 12-month term with WyzeMedia (as opposed to any Renewal Term), and (ii) I have not at any time achieved a AD (Area Director) compensation level or higher, and (iii) such Solicitation occurs without the use, aid, assistance, or participation of any other current or former IBO with an existing non-Solicitation obligation to WyzeMedia or another WyzeMedia Company. Furthermore, I acknowledge and agree that this subsection 24(C) shall not restrict me from Soliciting individuals through presentation to groups or through other mass communications, in each case consisting of an audience of 50 or more individuals, where I do not know and have no reasonable basis to know that any Restricted IBO is part of such audience; provided, however, that: (a) any such communication is not targeted to any Restricted IBO; (b) the audience is not intended to include any Restricted IBO; (c) I have no person-to-person interaction with any Restricted IBO directly or through a third party (whether before, during, or after the communication); and (d) all such communications are transmitted in compliance with Applicable Law. Other than such permitted communications, in the absence of knowing whether an individual is a Restricted IBO, I acknowledge that it is reasonable for me to enquire of any individual whether he or she is a Restricted IBO or whether any audience includes Restricted IBOs prior to making any Solicitation that would be prohibited under this subsection 24(C), and to then exclude any Restricted IBO prior to making the Solicitation.
D. Additional Restrictions. During the term of the Agreement and for a period of one (1) year after the expiration or earlier termination here, I agree that I shall not enter into a direct marketing relationship or any type of relationship with any WyzeMedia Provider or any other distribution or sales channel for any WyzeMedia Provider. I shall not directly or indirectly compete with WyzeMedia. I shall not directly or indirectly contact any Provider or any other distribution or sales channel for any WyzeMedia Provider.
E. Compensatory Damages for breach of contract. In addition to any and all other remedies of law or compensatory damages due or awarded in payment for economic loss or breach of this agreement. It does not include punitive or exemplary damages or the multiple portion of any multiplied damage award, For intentional torts the IBO agrees to immediately pay $5,000 for each person affected by an intentional tort and $25,000 for each incident for compensatory damages to WyzeMedia.
F. Survival of Restrictive Covenants. I acknowledge and agree that my obligations under this Section 24 shall survive the expiration or earlier termination of this Agreement for any reason. I further acknowledge and agree that, notwithstanding anything to the contrary contained in the IBO Agreement, in addition to any other compensatory damage awarded to WyzeMedia, temporary and permanent injunctive relief is an appropriate remedy to prevent further damage to WyzeMedia, any WyzeMedia Company, or any WyzeMedia Provider for my violation of the provisions of subsections 24(B), 24(C), or 24(D) above.
25. The IBO Agreement, including its formation, construction, interpretation, and enforceability, is governed by and shall be construed in accordance with the law of the State of Florida, without regard to its choice of law rules. Notwithstanding the foregoing, each of the IBO and WyzeMedia acknowledge and agree that the relationship between the parties is an interstate commerce transaction and, accordingly, the Dispute Resolution Provisions set forth in Section 23 above, and the interpretation and the enforceability of the Dispute Resolution Provisions, are and shall be governed by the Federal Arbitration Act, notwithstanding any other law to the contrary, and no state law shall apply if and to the extent such state law is preempted by the Federal Arbitration Act. Subject to the foregoing, the substantive law of the State of North Carolina shall govern the substance of any Dispute arbitrated under the Dispute Resolution Provisions. Further, any court proceedings between an IBO and WyzeMedia shall be governed by the laws of the State of Florida, without regard to its choice of law rules, and such proceedings shall take place in Florida; provided, however, that if an IBO brings a small claims action as permitted in subsection 23(B)(b) above, the IBO may do so in the jurisdiction of the IBO’s address on file with WyzeMedia. Subject to the arbitration requirements contained in subsection 23(B) above, for any court action brought in a jurisdiction consistent with the foregoing sentence, each of the IBO and WyzeMedia agrees to submit to the personal and exclusive jurisdiction of such court and waives any objection as to venue or inconvenient forum.
26. I acknowledge and agree that the following amendments or modifications to the IBO Agreement may be made only by way of mutual consent: any amendment or modification (i) to or of the Dispute Resolution Provisions, or (ii) that extends any of the time periods, or otherwise expands the restrictions applicable to me, in each case contained in Section 24 above. In the event of a change to the IBO Agreement requiring mutual consent, WyzeMedia will deliver email notice to the IBO of such change and the IBO shall have ten (10) days from the receipt of such notice to terminate the IBO Agreement by written notice to WyzeMedia, failing which, the IBO will be deemed to have consented to the relevant changes and such changes will be immediately effective without any further notice upon the expiration of such 10-day period. With the exception of aforementioned changes that require mutual consent, I acknowledge that WyzeMedia fully reserves its right to amend or modify this Agreement at any time by notifying me of the changes by emailing me or posting the revisions on the WyzeMedia website (www.WyzeMedia.com) or in the WyzeMedia Back Office, and any such changes to this Agreement may be made effective at WyzeMedia’s election upon the date of execution, or the date of WyzeMedia’s posting of the amended Agreement, or prospectively to a date specified in the amendment. This Agreement shall not be modified or amended except as described herein and no amendment shall apply retroactively.
27. The IBO Agreement constitutes the entire agreement and understanding between me and WyzeMedia, any WyzeMedia Company, or any third party regarding the subject matter hereof and supersedes any and all prior or contemporaneous agreements, representations, commitments or understandings, whether oral or written, made by or between WyzeMedia and me. I acknowledge and agree that I am not relying and have not relied on any oral or written statements or representations made by WyzeMedia, any WyzeMedia employee, or any other IBO regarding the subject matter hereof other than those expressly set forth herein. Except as otherwise expressly stated in these Terms and Conditions, in the event of a conflict between the terms and conditions contained in the agreements comprising the IBO Agreement, the following order of precedence shall apply: first, (i) the Dispute Resolution Provisions, then (ii) these Terms and Conditions, then (iii) the WyzeMedia Policies & Procedures, and lastly (iv) the WyzeMedia Compensation Plan. For purposes of this Agreement, the addresses (physical and email) submitted by me with my IBO application are deemed to be my correct address unless and until I provide to WyzeMedia notification of a change of address in accordance with the WyzeMedia Policies & Procedures.
28. I understand that I may not assign this Agreement, or any portion thereof, or any of the duties, obligations or liabilities contained herein, without the prior written consent of WyzeMedia, which consent may be withheld, conditioned, or delayed in WyzeMedia’s sole discretion. WyzeMedia may assign this Agreement at any time and without my consent, and upon such assignment WyzeMedia shall be relieved of any and all duties, obligations, and/or liabilities arising from this Agreement. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of the parties hereto. The WyzeMedia Companies and WyzeMedia Providers are intended third-party beneficiaries of this Agreement.
29. If any provision of this Agreement is determined by an authority of competent jurisdiction to be invalid or unenforceable in part or in whole for any reason whatsoever, the validity of the remaining provisions or portions thereof shall not be affected thereby and such authority should reform the IBO Agreement to the extent necessary in a manner that comes closest to expressing the intention of the invalid and unenforceable provision while rendering the otherwise unenforceable provision or portion thereof valid and enforceable.
RIGHT TO CANCELLATION Cooling off Period
During the “Cooling off Period” I may cancel this transaction, without penalty or obligation, for a full refund, if I provide a valid cancellation notice within three (3) days from the date of this Agreement, exclusive of the date of signing. I understand that if I cancel after the three (3) day period, I am not entitled to any refund. If I cancel within three (3) days from the date of this Agreement, any payments made by me under this Agreement and any instrument executed by me will be returned within twenty-one (21) days following receipt by WyzeMedia of my written notice of cancellation. To cancel this Agreement, I must; 1. Immediately Email admin@WyzeMedia.com a formal notice of cancellation and 2. Deliver by registered or certified mail return receipt requested, a written, signed, dated copy of a notice of cancellation to the following address: WyzeMedia, LLC, 6615 Boynton Beach Blvd. #181, Boynton Beach, FL 33472 Attn: IBO Services.
Certain states require a longer cancellation period by law, and where applicable state law on cancellation is inconsistent with WyzeMedia policy, such state law shall be in force and the cancellation rights set forth herein shall be deemed modified to reflect the state requirements.
IBO agrees and understands that the charges on a credit card or debit card for any charge are irrevocable, indisputable and may not be charged back, contested or challenged now or in the future. Doing so is a material breach of this agreement for which WyzeMedia, in addition to all other remedies, would be entitled to attorney fees, cost and fees associated with addressing a chargeback in addition to the amount challenged.
IBO further agrees that proof or purchase by WyzeMedia is all that is necessary to establish to the credit card agency or banking institution to deny a chargeback to IBO.
WyzeMedia shall have at its sole disposal any other legal remedy it independently chooses to pursue against the IBO, including turning over to a collection agency for any and all amounts due.
30. I, the undersigned, acknowledge and agree that I have read and understand the WyzeMedia Independent Business Owner Agreement, which is comprised of the Terms and Conditions, the WyzeMedia Policies & Procedures (including all supplements thereto), and the WyzeMedia Compensation Plan (collectively, the “IBO Agreement” or the “Agreement”). By submitting my IBO application and signing below or by electronic acceptance hereof, I agree that I want to become an WyzeMedia Independent Business Owner (“IBO”) so that I can market goods and services offered by or through WyzeMedia (as used in the Terms and Conditions, the “WyzeMedia Products”) and participate in the WyzeMedia Compensation Plan (as more specifically described in the IBO Agreement), and I further agree that I accept, will comply with, and be bound by, the terms and conditions contained in the IBO Agreement. ______________________________________
WyzeMedia POLICIES AND PROCEDURES
Welcome to WyzeMedia! We are pleased that you have joined WyzeMedia as an WyzeMedia Independent Business Owner (“IBO”). You are beginning an exciting journey with WyzeMedia, and we look forward to a long relationship with you. WyzeMedia has created these Policies & Procedures to help support you in successfully promoting your WyzeMedia IBO business. These Policies & Procedures apply to all IBO. Here you will find important requirements and guidance to help you start, operate and grow your independent business as an WyzeMedia IBO. These Policies & Procedures include and incorporate the Permitted Business Entity (PBE) Requirements, as well as any other Supplemental Policies that WyzeMedia may publish from time to time. To fully understand your rights and obligations as an IBO, you must also read the Terms and Conditions and the WyzeMedia Compensation Plan. All of these documents together form your IBO Agreement, which is a binding contract between you and WyzeMedia. WyzeMedia will update these Policies & Procedures from time to time and will provide notice of such updates in accordance with the US Terms and Conditions; however, all IBOs should check the IBO Back Office regularly to review the current version of these Policies & Procedures. You can find definitions for capitalized terms used in these Policies & Procedures in the Glossary of Defined Terms located in Article IX below. If you have questions about any portion of your IBO Agreement, your IBO position, or WyzeMedia, please contact WyzeMedia IBO Support or refer to your IBO Back Office.
A WORD ABOUT WyzeMedia’s CORE VALUES WyzeMedia conducts business every day embracing core values established by our Founders. We believe that doing so enables WyzeMedia to deliver the best possible Customer and IBO experiences. IBOs must embrace the WyzeMedia Core Values too. We believe that in doing so you will find greater success in achieving your goals, both in the WyzeMedia Opportunity and in other aspects of your life.
1. Integrity, Trust & Respect WyzeMedia’s leadership is committed to success through integrity and to conducting business in an ethical, trustworthy, and lawful manner. Follow the WyzeMedia Founders’ lead, treat others how you want them to treat you, and build your business always by “doing the right thing”.
2. Teamwork & Communication. Your IBO business is your own, but in your business, you will work with current and prospective Customers and other IBOs. Communicate clearly and honestly with them. Treat them with respect. Do not mislead them or make false promises or guarantees. Work closely with your team, help each other with proper coaching, motivation and support, and help each other set and achieve challenging but realistic goals.
3. Entrepreneurial Spirit & Empowerment. You own your own business as an IBO. You are an independent contractor of WyzeMedia, not an employee. As a business owner, you have incredible freedom to make decisions, be innovative, and work your business how you choose. The decisions you make and your commitment to your business will be driving forces in determining your success. Empower yourself and your team with this knowledge in setting and working toward your goals.
4. Winning Culture. To WyzeMedia, winning means success in achieving goals and helping others do the same. What is your personal “why” for establishing your own business? Whether it’s to earn some extra money for the holidays, build an income stream, develop relationships, personal growth, or something else, identify it. Then, work to achieve it, and remember to help others along the way. ©WyzeMedia Opportunity, LLC
I. STARTING, BUILDING AND MAINTAINING YOUR INDEPENDENT BUSINESS
I.1 Eligibility to Become an IBO. To be eligible to become an IBO and maintain your IBO position, you must: (1) be of Legal Age; (2) have a primary residence located in the United States or an approved country; (3) have legal authority to conduct business and earn income in the United States or an approved country; (4) have your completed IBO Application accepted by WyzeMedia as described in these Policies & Procedures; and (5) provide and maintain your Payment Method. If you hold your IBO position as a Permitted Business Entity (PBE), each Participating Party must meet the foregoing requirements and the PBE must be formed and resident in the United States or approved country and comply with the PBE-specific requirements contained in these Policies & Procedures.
I.2 IBO Application and Acceptance. To apply to become an IBO in the United States or approved country, you must accurately complete and submit the IBO Application and pay the Initial Payment via your Payment Method. You do not need to purchase WyzeMedia Products or WyzeMedia Business Tools to become an IBO. If your IBO Application is rejected, WyzeMedia will notify you within 3 days of your rejection. If your IBO Application is incomplete or inaccurate, or if WyzeMedia cannot process your Initial Payment, your IBO Application may be rejected or WyzeMedia may provisionally accept your IBO Application pending receipt of all required information or your payment, but you will not be entitled to any Compensation unless and until your IBO Application is finally accepted by WyzeMedia. WyzeMedia may accept or reject your IBO Application for any reason, or no reason, in WyzeMedia’s sole discretion. If WyzeMedia rejects your IBO Application, then you will not become an IBO and any IBO position that was provisionally created for you will be terminated. In such case, you will receive a refund of your Initial Payment as described in these Policies & Procedures.
I.3 Provision of Information. You are responsible for ensuring that all information you submit to WyzeMedia is kept accurate and complete, including without limitation all information related to your Payment Method. Promptly notify WyzeMedia of any changes to this information, including changes to your name, address, telephone number, email address, and/or Payment Method information. Most changes can be submitted through the IBO Back Office.
I.4 Payment Method. You must maintain a valid Payment Method on file with WyzeMedia at all times. In the event your Payment Method becomes invalid for any reason, WyzeMedia will provide notice to you (each, a “Payment Notice”), and any Compensation payments will he held until you provide a valid Payment Method to WyzeMedia that allows WyzeMedia to process Business Support Fee payments going forward. If you timely respond to a Payment Notice, WyzeMedia will charge your Payment Method for any accrued but unpaid Business Support Fees and will release any held Compensation upon successful processing of such charge. In the event that you fail to provide a valid Payment Method (i) within ninety (90) days of the relevant Payment Notice, then your IBO position will be deactivated and you will forfeit your rights to payment of Compensation of any kind, regardless when earned, and you must provide a valid Payment Method and pay all amounts then due and payable in order to reinstate your position; or (ii) within one (1) year of the receipt of a Payment Notice, then your IBO position will be deactivated and cannot be reinstated, you will forfeit your rights to payment of Compensation of any kind, regardless when earned, and your IBO Agreement will be terminated, meaning you will need to re-enroll as a new IBO in accordance with these Policies & Procedures.
IBO agrees and understands that the charges on a credit card or debit card for any charge are irrevocable, indisputable and may not be charged back, contested or challenged now or in the future. Doing so is a material breach of this agreement for which WyzeMedia, in addition to all other remedies, would be entitled to attorney fees, cost and fees associated with addressing a chargeback in addition to the amount challenged.
IBO further agrees that proof or purchase by WyzeMedia is all that is necessary to establish to the credit card agency or banking institution to deny a chargeback to IBO.
WyzeMedia shall have at its sole disposal any other legal remedy it independently chooses to pursue against the IBO, including turning over to a collection agency for any and all amounts due. I.5 IBO Position Names and IBO positions must be operated in the name of the Individual(s) or the PBE holding the IBO position, unless an exception is approved in writing by WyzeMedia.
I.6 Business ID Numbers WyzeMedia assigns a Business ID Number to each IBO, which is intended only for use by the IBO to which it is assigned. You should encourage your Customers to include your Business ID and Name on all Customer orders, and you should ensure that any IBO that you sponsor includes your Business ID on their IBO Application. Failure to provide your Business ID may result in you not receiving credit for Customer purchases or in new IBOs being excluded from your Downline. You are responsible for any activity that is performed using your Business ID; accordingly, you must exercise appropriate care to monitor and protect against unauthorized use of your Business ID, including use of the WyzeMedia login credentials associated with your Business ID, and you must promptly notify WyzeMedia of any unauthorized use.
I.7 Permitted Business Entities A Permitted Business Entity (PBE) may apply to become an IBO, subject to additional requirements described in these Policies & Procedures and the PBE Requirements, including submission of the PBE Addendum (which is available upon request orin the IBO Back Office). Any IBO position that will have more than one beneficial owner must apply as a PBE rather than as an Individual unless the IBO position is held by Spouses/Domestic Partners. Conversion of an Individual IBO Position to a PBE Position is considered by WyzeMedia to be a sale or transfer and is subject to Section I.12 below. Each Participating Party in a PBE Position must sign the PBE Addendum and be added to the IBO position by the Primary Contact and personally agree to abide by and be jointly and severally responsible and liable for the IBO Agreement as the IBO and, in addition, Participating Parties are subject to the restrictions applicable to holding multiple IBO positions in Section I.14 below.
I.8 Spouses/Domestic Partners as IBOs Spouses and Domestic Partners may join WyzeMedia as IBOs and operate under the same or separate IBO positions. If Spouses or Domestic Partners operate the same IBO position, both names must be listed on the position, but one Individual must be designated as the Primary Contact and will be entitled to receive or direct the disposition of Compensation. Each Spouse or Domestic Partner must agree to abide by the IBO Agreement. If Spouses or Domestic Partners operate separate IBO positions, one Spouse or Domestic Partner must be the Sponsor of the other. If IBOs with separate IBO positions, where one is not the Sponsor of the other, become Spouses or Domestic Partners, one of the IBOs must sell or terminate its IBO position. That IBO may join their Spouse or Domestic Partner’s position or create a new IBO position that is Sponsored by the IBO’s Spouse or Domestic Partner. Customers and Downline under the sold or terminated IBO position will remain with that sold or terminated IBO position. WyzeMedia may terminate either or both IBO positions if the IBOs do not comply with the requirements in this Section.
I.8a. Whether or not both Spouses or Domestic Partners hold IBO positions, IBOs are responsible for the conduct of their Spouse or Domestic Partner in connection with the IBO position as if it were the IBO’s own conduct. In the case of a divorce or the legal termination of a Domestic Partnership, the impacted IBOs must notify WyzeMedia of the effect on the IBO position(s) and provide such documentation as WyzeMedia may request. In the event of a dispute between IBOs over the ownership of an IBO position, WyzeMedia has the right, in its sole discretion, to suspend the disputed IBO position pending resolution of such dispute or to consider the party listed as the PrimaryContact on the IBO position to be the owner of the IBO position. WyzeMedia will not be liable for any losses, claims, or expenses arising from WyzeMedia’s treatment of such IBO position prior to WyzeMedia’s receipt of notice of, and all requested documentation related to, the final disposition of the position. In the event of a divorce or the legal termination of a Domestic Partnership, following formal disposition of the formerly- shared IBO position, a former Spouse or Domestic Partner who loses all rights and interest in the formerly-shared IBO position is permitted to start a new IBO position under any Sponsor, despite having an interest in the formerly-shared IBO position within the preceding 12-month period.
I.9 Renewing Your IBO Agreement The Renewal Date of your IBO Agreement is twelve (12) months from your Start Date and every anniversary of your Start Date occurring thereafter. If you want to continue your IBO position beyond the Renewal Date, you must (1) complete the renewal process via the IBO Back Office; (2) receive approval from WyzeMedia of your renewal request; (3) agree to be bound by the terms and conditions of the then-current IBO Agreement; and (4) pay on or before your Renewal Date the Renewal Fee (if applicable) and the Business Support Fee (WBS) due for the first month of the Renewal Term. WyzeMedia reserves the right, in WyzeMedia’s sole discretion, to approve or deny any renewal request. If you fail to renew your IBO position within thirty (30) days of the Renewal Date, then your IBO position will become non-renewed, in which case you must immediately stop operating your IBO business and you will not earn any Compensation for any activity conducted while your position is non-renewed. You may reinstate a non-renewed IBO position by satisfying all renewal requirements and paying the Renewal Fee and the total amount of accrued but unpaid Business Support Fees, within eleven (11) months of the date on which your IBO position became non-renewed; however, again, you will not earn any Compensation for activity that occurred between the Renewal Date and the date on which the aforementioned fees are actually paid while the IBO position was non-renewed. If your IBO position is not renewed within twelve (12) months of the Renewal Date, your IBO position will be deactivated and may not be reinstated.
I.10 Ending Your IBO Agreement You may end your IBO Agreement at anytime by notifying WyzeMedia that you wish to terminate the IBO Agreement in the manner described in the Terms and Conditions. Your rights and obligations upon termination vary depending on when you terminate.
a. Cancellation During the Cooling Off Period. WyzeMedia provides for a Cooling Off Period during which an IBO may cancel its IBO Agreement without giving a reason and receive a refund of certain amounts paid to WyzeMedia. If you notify WyzeMedia during the Cooling Off Period of your desire to cancel your IBO Agreement, then your IBO Agreement will be cancelled, your IBO position will be deactivated, and you will receive a refund of your Initial Payment, if cancelled within the Cooling Off Period following your Start Date, or the Renewal Fee and the current month’s Business Support Fee if cancelled within the Cooling Off Period of any renewal term. If you cancel your IBO Agreement during the Cooling Off Period, any Compensation earned and paid during the Cooling Off Period will be deducted from any refund you may receive. You will not be entitled to any Compensation except as specified above under any circumstances. If you have subscribed to electronic or virtual WyzeMedia Business Tools during the Cooling Off Period, then upon termination of your IBO Agreement your subscriptions will be cancelled, and any amounts paid for such WyzeMedia Business Tools will be refunded in accordance with applicable law.
b. Termination by You or WyzeMedia After the Cooling Off Period If you notify WyzeMedia after the expiration of the Cooling Off Period that you want to end your IBO Agreement, or if WyzeMedia exercises a right under the IBO Agreement to terminate your IBO position then your IBO Agreement will be terminated, your IBO position will be deactivated, and you will not receive a refund of your Start Up Fee or Renewal Fee (as applicable) except as required by applicable law; provided, however, that if you terminate your IBO Agreement after the Cooling Off Period, WyzeMedia will refund you the full amount of any Business Support Fee paid within the three (3) days preceding the termination date, less the amount of any Compensation earned during such three (3) day period. In the event of termination after the Cooling Off Period, any subscriptions to electronic or virtual WyzeMedia Business Tools will be cancelled; however, you will not be refunded for amounts already paid for those WyzeMedia Business Tools.
c. Post-Termination Rights and Obligations. Following the cancellation or termination of your IBO Agreement for any reason, you will no longer be an IBO and you may not represent yourself as an IBO or take any action that directly or indirectly implies that you are still an IBO. You must immediately cease marketing any WyzeMedia Products and using any WyzeMedia Intellectual Property, Confidential Information, and WyzeMedia Facilities. Further, any IBO whose position is terminated by WyzeMedia is prohibited from attending or participating in any Event following such termination. As explained further in Article VI below, as a condition to earning Compensation, IBOs must maintain a current IBO position at the time such Compensation is actually paid by WyzeMedia. Accordingly, upon termination of your IBO Agreement, you will forfeit all rights to payment of Compensation of any kind. Further, you will be released from all obligations under your IBO Agreement except for (1) liabilities relating to overpayments made to you by WyzeMedia; (2) amounts owed by you for accrued Business Support Fees, or WyzeMedia Products or WyzeMedia Business Tools that are not eligible for refund; and (3) surviving obligations as set forth in your IBO Agreement. If and when an IBO Agreement is terminated for any reason, the IBO shall have no claim against the WyzeMedia Companies or their respective officers, directors, agents, employees, or representatives, nor any right to claim or collect lost profits, lost opportunities or any other damages. The terms contained herein are in satisfaction of any and all statutory and common law claims, including without limitation any right to reasonable notice of termination of the contractual relationship. WyzeMedia reserves the right to determine the treatment of a deactivated IBO position, including but not limited to treatment of the position’s Customers and Downline, and whether to leave a vacated IBO position in its current position in the sales organization or to remove it from the sales organization. No Sponsor, Upline, or IBO has any right or claim in or to a deactivated position, its Customers, Downline, or placement in any sales organization.
I.11 Re-joining WyzeMedia after the Termination of Your IBO Agreement An IBO who terminates after the Cooling Off Period may not re-join WyzeMedia or another WyzeMedia Company under a new IBO position unless more than twelve (12) months have passed since the applicable termination date. An IBO that wishes to re-join WyzeMedia after this twelve (12) month period may apply for a new IBO position by submitting a new IBO Application and paying the then-applicable Start Up Fee. The Customers and Downline of the prior deactivated IBO position will not be reinstated under the IBO’s new position and the IBO will not be entitled to any Compensation or qualifications under the WyzeMedia Compensation Plan arising from the deactivated position. WyzeMedia reserves the right, in WyzeMedia’s sole discretion, to make case-by-case exceptions to the foregoing policy and further reserves the right to move the Customers and Downline of the IBO’s former position to the IBO’s new position. These rules also apply to Participating Parties of a PBE.
I.12 Sale or Transfer of IBO Positions Any proposed sale or transfer of an IBO position must be approved in advance by WyzeMedia in writing. To request approval, the selling IBO must send a written request to WyzeMedia that includes the names, addresses, and contact details of the proposed buyer(s) or transferee(s) and a description of the transaction, including any amount to be paid to the selling IBO. Upon receipt of a request, WyzeMedia will send the selling IBO certain documentation to be completed by the parties to the proposed transaction. Any proposed buyer or transferee must meet all of the eligibility requirements for becoming an IBO and shall, at WyzeMedia’s discretion, be required to enter into a new IBO Agreement or assume the obligations of the IBO Agreement being assigned or transferred. WyzeMedia reserves the right to reject any proposed assignment or transfer in WyzeMedia’s commercially reasonable discretion. WyzeMedia may charge a Transfer Fee to process any approved sale or transfer of an IBO position.
I.13 Death or Incapacity of an Independent Business Owner If an IBO dies or becomes incapacitated, the rights to the impacted IBO position may be transferred to the IBO’s designated successor on a permanent or temporary basis. WyzeMedia will require documentation in connection with such occurrence, and the successor must provide such documentation and (1) meet all of the eligibility requirements for becoming an IBO; (2) enter into a new IBO Agreement; and (3) assume the obligations of the IBO position. In the event of temporary incapacity or transfer of an IBO position due to incapacity, once the relevant incapacity has ended WyzeMedia must be notified and responsibility for the IBO position must be returned to the original IBO. If an IBO dies or becomes incapacitated and has not designated a successor, or if there are competing claims regarding the IBO’s incapacity or the identity of the successor, the IBO position may be suspended until WyzeMedia receives a court order or other documentation requested by WyzeMedia and advising WyzeMedia of the disposition of the IBO position, and WyzeMedia will not be liable for any losses, claims, or expenses arising from such treatment of the IBO position prior to WyzeMedia’s receipt of notice and such requested documentation. In the case of a proposed successor that has an existing IBO position, or that is a Participating Party in an existing IBO position, the Individual should contact WyzeMedia to discuss his/her options.
I.14 Participation in Multiple IBO Positions An Individual may own, manage, or participate in only one IBO position at any given time, except as permitted by these Policies & Procedures (including without limitation the Permitted Business Entity Requirements) and with the prior written approval of WyzeMedia. In no case may an Individual or Participating Party have interests in multiple IBO positions totalling more than 100%. Each person who holds an Individual IBO Position is considered to have a 100% interest in thatIBO position and the Individual may not own, manage, or participate in another IBO position. Each person who holds an Individual IBO position with a Spouse or Domestic Partner is considered to have a 50% interest in the IBO position for purposes of the 100% rule. The percentage interest that a Participating Party has in an IBO position held by a Permitted Business Entity must be accurately stated in the documentation provided to WyzeMedia by the PrimaryContact requesting approval for that Participating Party. An Individual or entity may only be a Participating Party in a PBE if they hold at least five percent (5%) of the total interest available in the applicable PBE Position. An Individual may be a Participating Party in a maximum of three IBO positions (including a position held as a Spouse or Domestic Partner), and in such case one of the IBO positions must be the Sponsor of the second and third IBO positions. Non-owner employees and contractors of an IBO position, and parties holding less than five percent (5%) of the total interest in the PBE Position, are not considered to be Participating Parties and may not represent themselves as an IBO, Solicit Customers, or recruit for the IBO position. Such Individuals may, however, perform other functions which may be integral to the IBO business, such as assisting to close Customers or IBO sign-ups, managing existing Customer relationships for support or retention, and developing marketing strategy. The IBO bears responsibility for all aspects of its non-owner employee and contractor relationships and for their conduct (which will be deemed the IBO’s conduct). In furtherance of these rules: (1) an Individual may only be entered once as a Primary Contact for an IBO position; (2) the Primary Contact must obtain consent from WyzeMedia for any Participating Party associated with the IBO position; (3) for a PBE Position, the Primary Contact and each Participating Party must sign the PBEAddendum; (4) a bank account used for Compensation payable to an IBO may be used only for a single IBO position, except for separate IBO positions held by Spouses or Domestic Partners; and (5) an Individual may not submit an IBO Application for an Individual IBO position or be a Participating Party in an IBO position unless (i) the total percentage of interests of that Individual in any existing IBO positions and any IBO positions that were terminated within the past twelve (12) months does not exceed 100%, and (ii) all IBO positions in which the Individual has or has had an interest in the past twelve (12) months are direct Sponsors of each other.
I.15 Operating Outside Your Home Country You may operate your independent business as an IBO in every country in which WyzeMedia operates as long as you meet the IBO requirements for that country, subject to the Policies & Procedures applicable to that country and applicable law. You may not promote or sell WyzeMedia Products or the WyzeMedia Opportunity in countries in which WyzeMedia does not operate. The countries in which WyzeMedia operates are identified in the IBO Back Office and on www.WyzeMedia.com. You also may not ship, market or sell any WyzeMedia Product in any country except as expressly permitted by WyzeMedia. The WyzeMedia Website for each country provides a description of the WyzeMedia Products available in that country. Other specific restrictions are described in the IBO Back Office for each country.
II. ETHICAL CONDUCT AND COMPLIANCE WITH LAW II.1 Conducting Business in an Ethical Manner WyzeMedia conducts business in an open, ethical and trustworthy manner and expects all IBOs to do the same. IBOs are required to adhere to the highest ethical standards and to follow the letter and spirit of these Policies & Procedures, and IBOs must refrain from conduct that may or does cause disruption to the normal business of the WyzeMedia Companies, WyzeMedia Providers, or any other IBO, or that is or may reflect negatively or damage in any way to the image, reputation or goodwill of those parties. Further, to the extent IBOs engage in building Downlines, IBOs must use best efforts to ensure that their Downlines do the same. WyzeMedia reserves the right to determine whether IBO activities are unethical, disruptive or damaging. The following is a non-exhaustive list of conduct that WyzeMedia considers unethical or disruptive and that may subject you to disciplinary action:
• Providing false information or forged documents to WyzeMedia, altering any document submitted to WyzeMedia or an WyzeMedia Provider after it has been signed, or submitting a false electronic signature on any WyzeMedia Website or the website of an WyzeMedia Provider;
• Using another IBO’s or a Customer’s login credentials to access the online system of any WyzeMedia Company or WyzeMedia Provider, or to access any WyzeMedia Website; • Pressuring a Customer or other IBO to purchase or order WyzeMedia Products when you know or have reason to know that the Customer does not desire to complete the purchase or order;
• Entering a Customer Contract or an IBO Application on behalf of any other person, without the person’s knowledge and/or consent (“slamming”);
• Making false, misleading, defamatory, or disparaging statements or representations regarding other IBOs, any WyzeMedia Company, WyzeMedia Providers, WyzeMedia Products or the WyzeMedia Opportunity; • Taking any action intended to take improper advantage of or manipulate the WyzeMedia Compensation Plan;
• Offering any payment, gift, or benefit with the purpose of influencing the acts or decisions of officials, or other actions that may violate anti-bribery and anti-corruption laws;
• Requiring any other IBO, or causing other IBOs to believe it is required, to pay or facilitate payment for any WyzeMedia Products or Service on behalf of any Customer; and
• Harassing, threatening, insulting, or intimidating any WyzeMedia Company or WyzeMedia Provider, or their respective employees or representatives, or Customers, or IBOs. II.2 Compliance with Laws and the Direct Selling Association (“DSA”) Code of Ethics. IBOs must comply with all applicable federal, state and local laws and regulations in conducting their businesses. IBOs must also conduct their businesses consistent with good industry practice and the DSA Code. The DSA Code for the United States can be found at DSA’s website: http://www.dsa.org.
III. MARKETING, ADVERTISING, and SALES METHODS
III.1 Introducing WyzeMedia Products and Services and the WyzeMedia Opportunity. Only IBOs may initially Solicit Prospective Customers or IBOs. In doing so, IBOs must provide truthful and clear information about WyzeMedia Products and the WyzeMedia Opportunity, and must not use deceptive, unfair, or high-pressure sales practices, or make false, misleading, or exaggerated Claims about WyzeMedia Products or the WyzeMedia Opportunity. IBOs may not state, imply, or represent to potential IBOs that the purchase of any WyzeMedia Products or WyzeMedia Business Tools is required to become or succeed as an IBO, and an IBO may not require a prospective IBO to purchase any services or products as a condition to Sponsorship or to becoming an IBO. IBOs must ensure that Claims made are limited to those contained in official WyzeMedia materials or are otherwise authorized in writing by WyzeMedia. In particular for WyzeMedia Products, while WyzeMedia and WyzeMedia Providers strive to provide competitive high-quality products, not all Customers will save money and usage experience may vary and, accordingly, IBOs may not make Claims regarding the anticipated savings. IBOs should use the WyzeMedia Websites and their WyzeMedia IBO Personal Website to help educate prospective Customers and IBOs about the WyzeMedia Products and Services and the WyzeMedia Opportunity. IBOs must help prospective Customers and IBOs access relevant documents and relationship details, understand their cancellation and cooling off rights (as detailed in the IBO Agreement or Customer Contracts, as applicable), and ensure awareness of WyzeMedia’s complaint-handling procedures. IBOs must take extra care when dealing with potentially vulnerable persons (such as the elderly or disabled). IBOs must allow prospective Customers or IBOs to complete their own order for WyzeMedia Products or IBO Application. IBOs may provide guidance to prospective Customers or IBOs through the ordering or application process at their request, but the prospective Customers or IBOs must provide their own information, review and agree to the applicable terms and conditions and submit the order or IBO Application. The WyzeMedia Companies cooperate with the law enforcement and regulatory authorities that investigate such violations.
III.2 Online Storefronts and Retail Outlets. IBOs may be authorised by WyzeMeda.
III.3 Permitted Marketing Materials. When presenting prospective IBOs or Customers with written marketing materials, IBOs must use only those current materials approved by WyzeMedia, except as otherwise specified in this Section III.3. WyzeMedia and the WyzeMedia Providers have created a variety of marketing materials for use by IBOs in promoting WyzeMedia Products and the WyzeMedia Opportunity. Many of these materials are available to IBOs free of additional charge in the IBO Back Office, while others may be available for purchase. The purchase of marketing materials is not required to become an IBO or to earn Compensation or qualifications under the WyzeMedia Compensation Plan. IBOs may not sell or otherwise profit from the creation or distribution of marketing materials. WyzeMedia recognizes that it may be appropriate for IBOs with the status of Production Manager (PM) or above to create and distribute their own marketing materials. All such marketing materials must be approved in writing by WyzeMedia prior to any use. When presenting to prospective Customers or IBOs verbally or through social media where use of approved materials is impractical due to formatting, space or character limitations or otherwise, IBOs may market the WyzeMedia Opportunity and the WyzeMedia Products but must do so in a manner that is wholly consistent with the materials approved by WyzeMedia and these Policies & Procedures, and in strict accordance with the terms, conditions, and prices as conveyed by WyzeMedia.
III.4 Required Disclosures. Disclosures are important because they help ensure that prospective Customers and IBOs have appropriate information when considering whether to order a WyzeMedia Product or sign up for the WyzeMedia Opportunity. Also, many disclosures are required by applicable laws, rules, or regulations.
a. Disclosures when Presenting WyzeMedia Products When marketing WyzeMedia Products in a manner consistent with approved marketing materials, IBOs must convey all disclosures associated with the content being marketed and may not delete or modify such disclosures.
b. Disclosures when Presenting the WyzeMedia Opportunity or in Telling Your IBO Story. When promoting or training on the WyzeMedia Opportunity, such as in the presentation of the WyzeMedia Compensation Plan or providing or presenting any testimonial, whether verbally or in writing, IBOs must convey to the audience, in a manner reasonably expected to be received and understood, the following disclosure: “Earnings as an WyzeMedia IBO are based solely upon the successful order or sale of services and products to customers and their usage of those services and products. Individuals will incur expenses in operating their WyzeMedia business, such as the Start Up Fee, the Business Support Fee, and the Renewal Fee, as well as other possible operating expenses. As with any business, earnings and success at WyzeMedia are not guaranteed but depend primarily on the individual’s commitment, persistence and effort. Individuals may not earn income and may lose money as an IBO.” If you are providing a testimonial, you must make an additional, clear and conspicuous disclosure conveying that the testimonial is your own personal experience, that your experience may not be typical, and that your story is not meant to imply or ensure that the listener will have the same experience. The above requirements also apply anytime you make a Permitted Testimonial. WyzeMedia recognizes that in some instances, such as through certain social media channels (e.g. Twitter), providing full disclosures as specified above may not be possible due to space or character limits. In these instances, the foregoing disclosure requirements will not apply, provided you may make no Earnings Representations. See subsection III.5(b) below for more detail on Earnings Representations. c. Other Disclosures. WyzeMedia may issue additional requirements or guidance concerning disclosures from time to time through posting to the IBO Back Office. Please visit the IBO Back Office regularly to ensure you remain up to date.
III.5 Restricted Practices. WyzeMedia restricts certain specific marketing practices as detailed in this Section III.5. The practices detailed herein typically carry a higher risk of violating applicable laws, rules or regulations, or industry standards, and they are generally ineffective. a. Prohibited Marketing Techniques .WyzeMedia provides free Music and Streaming Video, Sports, Lifestyle, News or Kids channels. Our Business TV and digital signage service is fully licensed to run in any public business. WyzeMedia uses direct selling, network or relationship-based, person-to-person marketing. It has been WyzeMedia’s experience, as a network marketing company, that Individuals with whom you already have a connection outside of your WyzeMedia business (even if it is someone you have only met once), or those who are referred to you from your connections, will often be more receptive to your marketing efforts. IBOs may not engage in Customer marketing practices inconsistent with WyzeMedia’s model. The use of Prohibited Marketing Techniques (defined below in Article IX) may be subject to regulation under law, may lead to legal challenges for which you are responsible and, in WyzeMedia’s experience, are unlikely to be worth the associated time and expense. Accordingly, the use of Prohibited Marketing Techniques by IBOs is impermissible. IBOs are responsible for adhering to any applicable laws, rules and regulations that govern the marketing practices they choose to use in connection with their business, and for ensuring the accuracy of all information presented. b. Prohibited Claims and Earnings Representations Regarding the WyzeMedia Opportunity. WyzeMedia prohibits IBOs from making Earnings Representations, with the sole exception being the Permitted Testimonials described below. WyzeMedia prohibits Earnings Representations, whether accurate or not, because they can be misleading to prospective IBO and are unnecessary to market the WyzeMedia Opportunity. Earnings Representations are also restricted by the DSA Code and applicable law. WyzeMedia does permit you to make certain testimonial statements (deemed Permitted Testimonials) in the context of describing your personal experience in the WyzeMedia Opportunity that may share some characteristics of Earnings Representations, provided that each of the following requirements are met: (1) your description is true and does not contain any false or misleading statements; (2) you are able to provide written documentation to WyzeMedia upon request that verifies the accuracy of the Permitted Testimonials; (3) the Permitted Testimonials are limited to statements indicative of your own personal experience, do not contain any forward looking or prospective representations, and do not expressly or by implication convey a specific amount of earnings or income; and (4) the required disclosures specified above are used. Notwithstanding the foregoing, Permitted Testimonials are not permitted where including the required disclosure is impossible for any reason, such as due to space or character limits. c. Customer Stacking Prohibited. Each IBO must personally acquire and conclude sales with Customers to qualify for Earned Positions and Compensation, and to maintain the IBO’s position in the Compensation Plan. Customers must know the IBO who sold or promoted WyzeMedia Products to such Customer. “Stacking” occurs when a Customer Contract is attributed to an IBO who did not personally acquire the Customer or participate in the sale. Stacking is prohibited by WyzeMedia and may violate consumer protection laws and the DSA Code. Therefore, you must not encourage a Customer to use the name or Business ID of an IBO that was not personally involved in a sale. IBOs may not “buy”, “sell”, or transfer Customers to another IBO. Further, you are responsible for the validity of all Customers listed on your Personal Customer List (PCL) and should review your PCL regularly to ensure that you personally acquired all listed Customers. d. Targeting of Vulnerable and High-Risk Individuals Prohibited. You may not promote or sell WyzeMedia Products or promote the WyzeMedia Opportunity to persons under the Legal Age or to persons whose physical, mental, or emotional condition, orl ack of fluency in the relevant language, render them unable to understand the terms, conditions, and prices of WyzeMedia Products or the WyzeMedia Opportunity, or makes them otherwise susceptible to pressure to purchase WyzeMedia Products or participate in the WyzeMedia Opportunity. In addition, IBOs may not target prospective Customers whose services were terminated by another service provider for non-payment or late payment, or who pose a high risk of uncollectible debt. e. Non-Association; No Co-Branding or Co-Marketing IBOs are permitted to work as employees or independent contractors of other companies, including as distributors for other direct selling companies, subject to the terms of the IBO Agreement including, without limitation, this subsection III.5(e) and Section 24 of the US Terms and Conditions. Nevertheless, when marketing WyzeMedia Products, promoting the WyzeMedia Opportunity, coaching other IBOs, participating in Events, or using WyzeMedia Facilities, you must limit your activity to WyzeMedia-related matters, and you may simultaneously not promote or allow the promotion of any other product, business, organization, association, or cause, without WyzeMedia’s prior express authorization. This restriction includes any co-branding or co-marketing and is intended to prevent any unintended perception of affiliation between WyzeMedia or any WyzeMedia Provider and such other product, business, organization, association or cause, and to prevent WyzeMedia from being used as a platform to advance such other product, business, organization, association, or cause. The restrictions set forth in this subsection III.5(e) will survive any termination of the IBO Agreement. III.6 Websites, Social Media and Other Electronic Marketing Websites, blogs, and social media pages can be useful tools for IBOs to expand their WyzeMedia businesses. If you choose to market your business online, you must follow the additional requirements outlined in this Section III.6. Please also refer to any Supplemental Policies, including the WyzeMedia North America Social Media Standards, for additional guidance regarding web-based activities. a. Personal Online Presence Used Occasionally for WyzeMedia Business If you choose to market your IBO business occasionally through any personal online presence, you must comply with the following additional requirements: • The identifying words “WyzeMedia Independent Business Owner” and your full legal name must appear on the home page and/ or in any profile section, as applicable; • Content must not include any WyzeMedia Intellectual Property except as expressly approved by WyzeMedia; this prohibition includes any names, logos, videos, pictures, and other such materials. You may, however, share content where sharing is enabled by WyzeMedia and you may provide a link to content housed on WyzeMedia Websites or WyzeMedia’s corporate channels (e.g., WyzeMedia’s YouTube and Vimeo accounts); and • No online material may give the impression of representing any WyzeMedia Company; this includes using “WyzeMedia” or anything similar as the title for any page within the website, especially the home page, or using misleading URLs. • Other Online Presence Used for WyzeMedia Business An IBO who wishes to create or utilize an online presence for WyzeMedia business that is not expressly permitted under subsections III.6(a) or(b) above must notify and receive prior written approval from WyzeMedia. Further, an IBO must notify and receive approval from WyzeMedia before any material changes are made to any content that was previously approved by WyzeMedia. All such notifications should be sent to admin@WyzeMedia.com. • Access and Content Removal or Revision You must allow WyzeMedia to access and monitor content included in any online presence used for WyzeMedia business. WyzeMedia reserves the right to require immediate removal or revision of content that WyzeMedia determines is in violation of the IBO Agreement or becomes inaccurate or problematic for any reason, including without limitation due to changes in WyzeMedia’s business, applicable law, or industry standards. • Website URLs Website URLs obtained by an IBO cannot contain references to the WyzeMedia Intellectual Property or the names, trade names, or other intellectual property of any WyzeMedia Provider. If a website URL contains such references, WyzeMedia may require the IBO to immediately release the URL to WyzeMedia at no cost to WyzeMedia. III.7 Emails and Other Electronic Messages. There are strict laws that govern the sending of commercial electronic messages, including emails, SMS text messages, and direct messages sent through social media. IBOs may not use or transmit unsolicited commercial electronic messages (“spam”) except in compliance with these Policies & Procedures and may not in any event send unsolicited “spam”. Spam includes any electronic message that encourages participation in commercial activity that is sent to an electronic address, including without limitation any information, advertising or promotional material relating to the WyzeMedia Products or the WyzeMedia Opportunity. IBOs may not send any commercial electronic messages in connection with their IBO business unless such messages strictly comply with these Policies & Procedures and all applicable laws and regulations. As such, IBOs may only send commercial electronic messages with the consent of the recipient or to recipients whom the IBO has already established a business or personal relationship. Further, as required by applicable law, all such messages must include the following: • A clear and obvious identification that the message is an advertisement or solicitation (the words “advertisement” or “solicitation” should appear in the subject line of the message); • A clear return path (i.e. the sender’s email address and/or telephone number must appear in the message); • A proper and legal domain name; • A clear and obvious notice of the opportunity to decline the receipt of further commercial messages; • Unsubscribe or opt-out instructions appearing as the very first text in the body of the message and in the same or larger text size as the rest of the message; • The true and correct name of the sender and the sender’s e-mail or physical mail address; and • The date and time of the transmission of the message. If a recipient notifies an IBO that they do not wish to receive electronic messages, the IBO must immediately stop sending messages of any kind to that recipient. IBOs will be held fully responsible for awareness of and compliance with all laws and regulations applicable to commercial electronic messages and must provide to WyzeMedia relevant records evidencing such compliance upon request. III.8 Telemarketing and restrict telemarketing practices, including those implemented and enforced by the FTC, the FCC, and certain state agencies. These requirements include compliance with the national “do not call” (DNC) list and registration with the national DNC list operator and apply to unsolicited telephone calls and fax messages and the use of automatic dialling and announcing devices. The use of telemarketing in connection with the IBO’s business, including without limitation any automated telephone solicitation equipment or “boiler-room” telemarketing operations, is prohibited. III.9 Marketing Events WyzeMedia encourages the use of “Regional Training Events”, “Super Saturdays”, “Business Opportunity Meetings”, “Private Business Receptions” and similar Events as ways to introduce prospective Customers and IBOs to WyzeMedia and to teach current and prospective IBOs how they can be successful with the WyzeMedia Opportunity. These Events must be conducted with professionalism and integrity and must otherwise comply with these Policies & Procedures. Attending IBO-sponsored or WyzeMedia-sponsored Events is voluntary and IBOs may not state or imply to prospective or current IBOs that attendance at such Events is required to succeed with the WyzeMedia Opportunity. When inviting a prospective Customer or IBO to a sales or training Event, IBOs must not mislead him or her about the purpose of the Event. All IBO-sponsored Events must have applicable disclosures required under Section III.4 above.The Event host(s) must be prepared to demonstrate to WyzeMedia their appropriate use of all required disclosures upon WyzeMedia’s request. IBO-sponsored Events are not intended to provide additional income to the Event host(s) and must be conducted on a not-for-profit basis; accordingly, entrance or cover fees may be no higher than what is required to cover the host(s)’ actual, reasonable out-of-pocket costs and expenses incurred to produce the Event. IBOs may not charge a fee to speak at an Event, but may be reimbursed for actual, reasonable out-of-pocket expenses incurred by the speaker to attend the Event, such as travel expenses. WyzeMedia reserves the right to request details regarding such Events to ensure they are conducted in compliance with the IBO Agreement, and each IBO agrees to promptly provide such information upon request. III. 10 Contests and Incentives IBOs may not use contests, lotteries, sweepstakes, drawings or games of chance to promote WyzeMedia Products or the WyzeMedia Opportunity unless expressly authorized by WyzeMedia in writing. IBOs are prohibited from offering or providing any monetary or non-monetary incentive, promotion, prize, bonus or other benefit to a current or prospective Customer or IBO unless the benefit is made in accordance with the IBO Agreement and all other WyzeMedia requirements or as otherwise expressly authorized by WyzeMedia in writing. WyzeMedia strictly prohibits the use of cash or monetary incentives/promotions/prizes/bonuses created by the IBO for purposes of recruiting new IBOs. IBOs should only promote WyzeMedia- approved bonuses or promotions. The United States has specific laws, rules and regulations that define. IV. BUILDING A SALES TEAM IV.1 Building a Sales Team. Generally Building a sales team is a common feature of network marketing companies and WyzeMedia encourages IBOs to promote the WyzeMedia Opportunity and to build a Downline. However, being a Sponsor or part of an Upline is not required, and it takes hard work and imposes additional obligations on the Sponsor and the Upline. An IBO who sponsors new IBOs agrees to be responsible to WyzeMedia for any actions or omissions of IBOs in their Downline that may result from the Sponsor’s failure to properly fulfill their obligations as a Sponsor. IBOs do not earn qualifications or Compensation under the Compensation Plan for the recruitment of new IBOs; rather, all Compensation is based solely on the sale of WyzeMedia Products to Customers, and Customers’ usage of and payment for WyzeMedia Products. IV.2 Changing Sponsors An IBO may change his Sponsor or re-join WyzeMedia as described in Section I.11 above under a new Sponsor only if (1) the IBO is re-joining as part of a new IBO position; and (2) at least twelve (12) months have passed from the date of termination of the IBO’s previous IBO position; and (3) the IBO has had no involvement with any other IBO position during the immediately preceding 12-month period. If an IBO position is created in violation of the IBO Agreement, then that position will be eliminated, and the IBO may, in WyzeMedia’s sole discretion, be terminated for the violation or moved, along with any created Downline, back to the original Sponsor/sales organization. WyzeMedia may change an IBO’s Sponsor to correct errors by the IBO or WyzeMedia in submitting or processing an IBO Application, if an IBO was recruited using improper practices, or for any other reason deemed appropriate by WyzeMedia. IV.3 Prohibition on Cross-Line Recruiting IBOs are encouraged to work with other IBOs, including IBOs in other sales teams, for the development of their respective sales organizations. It is important that such activities are done with integrity and on the basis of mutual respect. Attempting to recruit IBOs from another sales team is unethical and damages WyzeMedia and other IBOs. Accordingly, you may not recruit, Solicit, or encourage, directly or indirectly, another IBO to leave one Sponsor or sales team to join another while you hold, or are a Participating Party in, an IBO position and for one year thereafter. In addition, you are prohibited from unethically recruiting prospective IBOs away from an IBO or sales organization that is already actively recruiting them. Unethical recruitment includes, without limitation, situations where an IBO (1) demeans, discredits, disparages or otherwise portrays negatively anotherIBO or organization; (2) makes false or misleading statements in connection with another IBO or organization; or (3) offers incentives to entice or attempt to entice a prospective IBO to become a part of their team over another IBO’s team. IV.4 Responsibilities of Sponsors and Upline IBOs As a Sponsor or Upline IBO, you must use best efforts to coach and support IBOs in your Downline. Accordingly, Sponsors and Upline IBOs should communicate regularly with their Downline, both in writing and verbally, about WyzeMedia, the proper presentation of WyzeMedia Products and the WyzeMedia Opportunity, compliance with the IBO Agreement, and the legal and ethical obligations of all IBOs. Further, Sponsors should stay informed about new service and product developments, coaching opportunities, and changes to the Compensation Plan and Policies & Procedures so that they can keep their Downlines informed. V. THE IBO RELATIONSHIP V.1 Independent Contractor Status As an WyzeMedia Independent Business Owner, you are an independent contractor for all purposes under applicable federal, state, and local statutes, rules, regulations, directives, ordinances, guidance and other laws, including without limitation the Internal Revenue Code and all state tax, revenue and employment laws and regulations. You are not an employee, partner, agent, franchisee, or legal representative of any WyzeMedia Company, any WyzeMedia Provider, or your Sponsor. Subject only to applicable laws and regulations and your limited obligations under the IBO Agreement, as an IBO, you select your own means, methods and manner of work, which means you (1) select your own work hours and work location; (2) may work your IBO business as much or as little as you choose; (3) may work other businesses concurrently with your IBO business; (4) rely ultimately on your own independent skills in conducting your business; (5) report to no one at WyzeMedia; (6) may employ or contract with others over whom you have control; and (7) bear the full risk of loss in your business. As an IBO, you have no authority (express or implied) to legally bind any WyzeMedia Company or WyzeMedia Provider in any manner. You may not state, imply, or represent to any person that you are an employee of any WyzeMedia Company or WyzeMedia Provider, and you must not state, imply, or represent to a prospective IBO that they will become an employee of any WyzeMedia Company or WyzeMedia Provider. You acknowledge that you are not an employee and will not be treated as such for federal, state, or local tax purposes, or for purposes of the Social Security Act, the Federal Unemployment Tax Act, Federal Income Tax laws, state unemployment laws, workers’ compensation, or any other laws, rules, or regulations relating to employment. All IBOs are responsible for paying all applicable local, state, and federal taxes due from any amounts earned through the IBO Agreement. V.2 Responsibility for Expenses, Contractual Obligations and Taxes a. Responsibility for Expenses and Contractual Obligations The operation of your IBO position is your own independent business. As an IBO you conduct business for your own account and are solely responsible for all expenses, debts, and liabilities incurred in connection with yourIBO position. In addition to the Start Up Fee, the Business Support Fee and the Renewal Fee (if applicable), the costs and expenses you may incur in operating your independent business may include, without limitation: (1) costs of licenses or permits required to operate your business; (2) fees for legal, tax, or other professional advice; (3) insurance costs; (4) office rental, equipment, and expenses; (5) travel, meal, entertainment, and accommodation expenses; (6) costs associated with hosting or attending Events; and (7) expenses associated with learning about, marketing or presenting WyzeMedia Products or the WyzeMedia Opportunity to prospective Customers or IBOs. WyzeMedia will not be responsible for paying or reimbursing you for these or any other costs or expenses incurred by you in connection with operating your independent business. You may not involve WyzeMedia in any third-party contractual relationships related to your IBO position. IBOs have no authority to bind any WyzeMedia Company or WyzeMedia Providers. IBOs cannot sign contracts, rent or lease office space or equipment, open bank accounts, secure credit, cash negotiable instruments, make purchases, or enter into agreements of any kind in the name of any WyzeMedia Company or WyzeMedia Provider or take any other action that may impose any obligation, burden, liability, requirement, or negative impact on any WyzeMedia Company or WyzeMedia Provider. b. Responsibility for Taxes As an IBO, you are a self-employed Individual and thus you are solely responsible for compliance with all applicable tax laws including, without limitation, fulfilling any applicable legal requirements for reporting, deducting, or paying taxes on any Compensation you receive as an IBO, and making all requisite tax filings to the appropriate tax authority. WyzeMedia shall not be liable for such payments or any associated fines, penalties, liabilities, or interest for late payments or unpaid amounts. As such, you agree to indemnify and hold the WyzeMedia Companies harmless from all local, state, federal and other taxes, penalties, and/or interest on any income, commissions, or other earnings derived from the sale of WyzeMedia Products or other monetary or non-monetary Compensation earned from WyzeMedia or as an IBO. WyzeMedia does not deduct any taxes from Compensation payments earned and paid in the United States, except if required by applicable law. For each tax year, WyzeMedia will send or make available a Form 1099 to all IBOs who earn at or above the threshold applied by the Internal Revenue Service for the relevant tax year, which threshold can be found at www.IRS.gov.An IBO position owned by a PBE may be subject to different or additional obligations. It is your responsibility to understand the tax obligations applicable to your independent business and your IBO position, whether owned as an Individual or by a PBE, in any jurisdiction in which you conduct business. WyzeMedia does not provide tax advice to IBOs. Questions regarding tax matters should be directed to your personal tax advisor. WyzeMedia cooperates with all requests from governmental and tax authorities regarding compliance by IBOs with applicable laws and regulations. Each IBO must provide WyzeMedia with all applicable taxpayer identification numbers that may be required for WyzeMedia’s tax compliance purposes. If you provide incorrect information or if a tax authority notifies WyzeMedia that the information provided does not match its records, then WyzeMedia may withhold Compensation and/or take any other action deemed necessary by WyzeMedia until the matter is resolved. V.3 IBOs and WyzeMedia Providers Maintaining good relations with WyzeMedia Providers is critical to WyzeMedia’s ability to promote quality services. IBOs may not contact WyzeMedia Providers for any reason, except that you may contact an WyzeMedia Provider’s customer support department with respect to your personal Customer Contract with the WyzeMedia Provider. All other inquiries regarding WyzeMedia Products provided by WyzeMedia Providers must be directed to WyzeMedia. IBOs may not take any actions that do or may conflict with the contractual relationship or goodwill between any WyzeMedia Company and any WyzeMedia Provider including, without limitation, (1) engaging or employing any Provider Personnel as a non-owner employee or contractor of the IBO’s position; (2) recruiting or Soliciting any Provider Personnel; or (3) conducting Solicitation or recruiting activities at the retail stores or offices of any WyzeMedia Provider. V.4 Relationships with Customers and other IBOs. Customers order WyzeMedia Products directly from the applicable WyzeMedia Provider and IBOs contract directly with WyzeMedia Companies. As between the WyzeMedia Providers and the WyzeMedia Companies on the one hand, and the IBO on the other, the WyzeMedia Provider or WyzeMedia Company owns the Customer or IBO relationship, as applicable. The IBO has no right or interest in, or control over, such relationship. WyzeMedia Providers may accept, reject, or cancel orders for WyzeMedia Products in their discretion. Similarly, WyzeMedia Companies may accept, reject, or cancel IBO Applications orIBO Agreements in WyzeMedia’s sole discretion. Customer orders are typically rejected or cancelled when the Customer’s information is invalid or incomplete, or the order has an invalid, omitted or forged signature. When an order is rejected or cancelled for these reasons, Customers acquired as a result of such order will be removed from your Personal Customer List and any associated Compensation or qualifications earned by you and/ or your Upline will be rescinded. In addition, you may be responsible for any losses or liabilities incurred by any WyzeMedia Company or the WyzeMedia Provider. WyzeMedia Providers may also establish and change terms, conditions, and prices applicable to Customers of WyzeMedia Products from time to time, and may discontinue any product or service, in each case without notice and without liability or obligation to IBOs or Customers, subject only to the IBO Agreement or applicable Customer Contract. IBO qualifications and Compensation will be adjusted accordingly. V.5 Use of WyzeMedia’s Identity and Intellectual Property. WyzeMedia’s brand identity and relationships with its Customers, IBOs and the WyzeMedia Providers are among its most valuable assets. This asset and other WyzeMedia Intellectual Property are protected by law and exclusively owned or licensed by the WyzeMedia Companies. You have no ownership in or any other right to any WyzeMedia Intellectual Property other than as expressly stated in writing by WyzeMedia. You may not use or alter any WyzeMedia Intellectual Property in any way without WyzeMedia’s express written permission. WyzeMedia reserves the right, in WyzeMedia’s sole discretion, to limit or revoke at any time any license or other right granted to you by WyzeMedia to use any WyzeMedia Intellectual Property, and any such right shall end automatically upon termination of the IBO Agreement. Subject to the IBO Agreement and any other applicable terms and conditions, you may (1) identify that you are an “WyzeMedia Independent Business Owner”(you may not state or imply that you are an employee of or that you represent “WyzeMedia” or any other WyzeMedia Company or WyzeMedia Provider); and (2) you may use WyzeMedia Business Tools made available by WyzeMedia from time to time for their intended purpose. V.6 Consent to Use of IBO Likeness and Testimonial. As an IBO, you consent to the use by WyzeMedia of your name, testimonial (and/or other statements about the WyzeMedia Companies, the WyzeMedia Products, or the WyzeMedia Opportunity in printed or recorded form, including translations, paraphrases and electronic reproductions of the same), and image or likeness (as produced or recorded in photographic, digital, electronic, video or film media) in connection with advertising, promoting and publicizing the WyzeMedia Opportunity, WyzeMedia Products or any WyzeMedia-related or sponsored Events, and no further permission or any payment of royalties is required in connection with such use. Any such image or likeness taken, created, produced, recorded or commissioned by WyzeMedia is considered WyzeMedia Intellectual Property, and all rights thereto are solely owned by WyzeMedia. An IBO may not use such materials without the prior written approval of WyzeMedia. Further, any image or recording in any media that contains WyzeMedia Intellectual Property may not be used by an IBO without the prior written approval of WyzeMedia, which approval may be withheld, conditioned or delayed in WyzeMedia’s sole discretion. The consents and restrictions contained in this Section V.6 will survive the termination of the IBO Agreement. V.7 Media Inquiries and Appearances. Conveying an accurate, consistent and positive public image is important to preserve the reputation of the WyzeMedia Companies and the value of the WyzeMedia Opportunity. WyzeMedia’s Marketing Department is trained in media relations and, accordingly, if an IBO is contacted by the media about any WyzeMedia Company, WyzeMedia Provider or WyzeMedia Product, or the WyzeMedia Opportunity, the IBO should promptly direct the inquiry to WyzeMedia. In communicating with the media about an IBO’s independent business, the IBO may talk about his or her own activities and business but may not speak on behalf of the WyzeMedia Companies or the WyzeMedia Providers or present themselves as a spokesperson of the WyzeMedia Companies or WyzeMedia Providers. V.8 Non-Use of Speaker and Celebrity Likeness. Recordings IBOs are strictly prohibited from recording, filming, taping or otherwise capturing or broadcasting in any form whatsoever any presentations or appearances at any Event without WyzeMedia’s prior written approval. IBOs are prohibited from using, broadcasting, displaying, reproducing, distributing and reprinting in any form and through any media, the image or likeness in a photograph, video, digital medium, illustration or artwork, the name, the voice, or the biographical information of any WyzeMedia speaker, spokesperson, or celebrity endorser unless specifically approved in writing by WyzeMedia. Any permitted recording of an Event, or of any speech or presentation made by WyzeMedia’s employees or representatives, is only permitted for private use and may not be posted, distributed, copied or broadcast in any format or media, or shown to current or prospective Customers or IBOs, without WyzeMedia’s prior written approval. You are prohibited from posting on any internet site, social media or application any video or audio content created by, produced by, belonging to or relating to the WyzeMedia Companies, the WyzeMedia Providers, the WyzeMedia Products, or the WyzeMedia Opportunity, unless you have received express, written authorization from WyzeMedia, which authorization may be withheld, conditioned or delayed in WyzeMedia’s sole discretion. V.9 Business Cards. Only business cards ordered through WyzeMedia are authorized to include the WyzeMedia logo or other WyzeMedia Intellectual Property. If an IBO wishes to create their own business cards, the IBO may not use any WyzeMedia Intellectual Property or any other logos, names, trademarks and other proprietary information pertaining to any WyzeMedia Companies. They may however, refer to themselves on such business cards as an “WyzeMedia Independent Business Owner”. V.10 Use of WyzeMedia Facilities WyzeMedia Companies may make WyzeMedia Facilities available for your use for the sole purpose of your IBO activities. You must comply with any rules and instructions established by the WyzeMedia Companies for the use of WyzeMedia Facilities, and you may not interfere in any manner with the use of WyzeMedia Facilities by WyzeMedia Companies, otherIBOs, Customers, or third parties. The WyzeMedia Companies are under no obligation to offer any IBO access to WyzeMedia Facilities and reserves the right to limit or prohibit the use of WyzeMedia Facilities. VI. COMPENSATION VI.1 Compensation Generally Qualifications and earnings under the Compensation Plan are based solely on the sale of WyzeMedia Products to Customers, and the payment for WyzeMedia Products by Customers. IBOs do not earn qualifications or Compensation for the recruitment of new IBOs. Purchasing WyzeMedia Products solely for the purpose of qualifying for Earned Positions or obtaining Compensation pursuant to the Compensation Plan, and for no other legitimate purpose, or encouraging others to do so, is a violation of these Policies & Procedures. In order to receive Compensation, (1) yourIBO Agreement must be in effect on the date the Compensation is earned and paid; (2) your IBO position must not be in a suspended status (e.g., in connection with a compliance investigation); and (3) you must be in compliance with the Agreement (provided that payment of Compensation to you is not a waiver by WyzeMedia of any IBO breach). If you have not provided bank account information, tax identification numbers, or other information required by WyzeMedia (such as Payment Method information), any Compensation payments will he held until the required information is received. WyzeMedia reserves the right to modify the Compensation Plan in the exercise of its sole discretion, including without limitation to increase or reduce commissionable revenue by a percentage factor for promotional plans and products, negotiated pricing, or certain WyzeMedia Products. WyzeMedia also reserves the right to create, modify, or eliminate special incentives and bonuses from time to time. VI.2 Commissions. Commissions are calculated based on the commissionable revenue on WyzeMedia Products used by your Customers and IBOs and the Customers and IBOs in your sales organization, according to the Compensation Plan for the country in which the WyzeMedia Products are provided. Commissionable revenue is billed revenue less taxes, non-revenue surcharges and an allowance for bad debt. For certain WyzeMedia Products, commissionable revenue is a specified dollar amount. Commissions are released on the first (1st) business day following the last day of each month. Commissions are paid the within the first 15 days after the close of the month in which the Customer is billed or is qualified. So, if a Customer or IBO qualifies for services in April, commissions will be paid on that Customer’s usage or IBO status in May. The commission qualifications listed on the Compensation Plan are minimum qualifications that must be met at the time commissions are calculated. WyzeMedia recommends that IBOs exceed the minimum qualifications in order to ensure that they remain fully qualified in the event that one or more Customers cancels service. All Customers submitted for your commission qualifications must be received and processed by WyzeMedia by 2 p.m. Eastern Standard Time on the first (1st) Friday of the month in order to count for the applicable month. IBOs must allow up to three (3) business days for Customers of WyzeMedia Providers to be received by WyzeMedia and applied toward position or commission qualifications. Commission release and pay dates may be modified from time to time at the sole discretion of WyzeMedia. VI.3 Reserved for future use VI.4 Compensation Calculations and Adjustments. a. Customer Accounts For Compensation Plan purposes, each Customer Account for WyzeMedia Services. With respect to WyzeMedia Services, only Customers and IBOs with active Customer/IBO Accounts are used to determine qualifications and Compensation. Customers who cancel their WyzeMedia Services and those who do not use the WyzeMedia Service for a period of 3 months will no longer count as active Customers for qualification purposes. This process is known as “purging. IBO can either contact that Customer or acquire new Customers in order to avoid losing qualifications. If a Customer who is scheduled to be purged, or has been purged, begins to use the applicable WyzeMedia Service again, the IBO who acquired the Customer will automatically receive credit for that Customer. A Customer Account cannot count toward qualifications for more than one IBO position and cannot be moved from one IBO position to another. Only completed Customer orders for WyzeMedia Products purchased from an WyzeMedia Company or an WyzeMedia Provider will be considered for purposes of qualifications or Compensation. WyzeMedia is not responsible for the payment of Compensation in the event the relevant WyzeMedia Provider fails for any reason to pay WyzeMedia any amounts that form the basis of such Compensation. Customer orders for which payment has not been received or for which a chargeback, refund, or return request has been made will not be included for purposes of determining qualifications or Compensation. WyzeMedia may reverse qualifications and adjust, rescind, or require repayment of Compensation to WyzeMedia if an IBO, Sponsor, or Upline receives qualifications or Compensation on the basis of a Customer order that is later rejected, deemed invalid, cancelled, or returned. WyzeMedia may reduce Compensation to an IBO based on sales that are deemed uncollectible due to the overall bad debt ratio for WyzeMedia in a country or on a specific Customer Account. WyzeMedia is not required to use the compliance process set forth in Article VII below to make adjustments to qualifications and Compensation. b. Payment Processing Fee and Minimum Payment. The Payment Processing Fee will be deducted from each commission payment. No commission payment will be issued until the total amount of such payment (less the Payment Processing Fee) is greater than $10 USD. In addition, you will be responsible for (1) a $10 USD re-issue fee anytime a payment is returned to WyzeMedia and requested to be re-issued, and (2) a $25 USD stop payment fee anytime a stop payment must be placed, and a new payment issued. WyzeMedia reserves the right to hold any payment reissuance to ensure the original payment issuance is expired. You will also be responsible for an Account Maintenance Fee as defined and described in Section 13 of the US Terms and Conditions. c. Compensation for International Sales IBOs earn qualifications, fast start bonuses and other Compensation for sales made in the IBO’s Home Country based on the Compensation Plan for the IBO’s Home Country. If an IBO operates outside of its Home Country, the IBO’s commissions and bonuses for sales made in other countries will be calculated based on the Compensation Plan of the country where the sales are made, and then converted into the currency of the United States of America. The current Compensation Plans for all countries in which WyzeMedia operates are available in the IBO Back Office. Contact IBO Services if you have specific questions about the impact of international operations on your Compensation. WyzeMedia reserves the right to withhold or deduct from your Compensation any amounts arising from tax obligations imposed by other countries directly or indirectly in connection with your Compensation. VI.5 Compensation Errors. If you believe that WyzeMedia has made an error in the calculation of Compensation or qualifications, or in properly attributing sales, Customers, or IBOs to your sales organization, you must report such error to WyzeMedia within thirty (30) days of the date the error first occurred. Failure to do so will be deemed a waiver by you of your right to contest the applicable qualification or Compensation or attribution. VI.6 Earned Positions To advance to an Earned Position and to be eligible to receive remuneration specified in the Compensation Plan for that Earned Position, you must meet the team structure and sales requirements for the Earned Position as detailed in the current Compensation Plan for your Home Country. Additional criteria may apply to specific bonuses and commissions. In order to be eligible to receive Compensation intended for Earned Position levels, IBOs must be at the Earned Position level on the date the applicable Compensation is calculated. VII. COMPLIANCE INVESTIGATIONS, DISCIPLINARY ACTION, AND TERMINATION VII.1 The WyzeMedia Business Ethics Department. The mission of the WyzeMedia Business Ethics Department is to ensure the integrity of the WyzeMedia Opportunity for IBOs, Customers, and the WyzeMedia Companies. The Business Ethics Department strongly believes in working with IBOs to promote their success, while ensuring that all IBOs operate ethically and in compliance with the IBO Agreement, the DSA code, and all other applicable laws, regulations, and ethical guidelines. The Business Ethics Department is committed to investigating potential violations of the IBO Agreement in a thorough, efficient and fair manner. WyzeMedia may initiate an investigation on its own initiative or based on information received from any Customer, IBO, WyzeMedia Company or WyzeMedia Provider, consumer protection organization, governmental agency, or other Individual. WyzeMedia commits to treating IBOs who are involved in an investigation fairly and respectfully, and IBOs are required to cooperate fully with investigations and to respond to all inquiries from the Business Ethics Department promptly, truthfully, and completely. An IBO’s failure to fully cooperate with an investigation is considered a compliance violation. WyzeMedia reserves the right, in its sole discretion, to interpret the applicability of its policies to a particular fact situation and to select the manner in which it enforces its policies. IBOs agree to be bound by WyzeMedia’s final determination as to whether or not a compliance violation has occurred, and WyzeMedia’s response to any such violation. VII.2 Reporting Suspected Violations If you believe that an IBO has committed a compliance violation, we urge you to first contact that IBO to address the issue directly and in good faith, as you may have misunderstood the situation, or the violation may have been unintentional or the result of the IBO’s lack of understanding of his or her obligations; however, serious violations should always be promptly reported to WyzeMedia. If you are unable to resolve the issue directly with the IBO or are uncomfortable approaching the IBO, you may report the suspected violation in writing to WyzeMedia. Your submission must include your name, the name of the IBO involved, the date, location, and nature of the suspected violation, and any supporting evidence. In order to ensure fair treatment of all parties involved in an investigation, anonymous reports may not be accepted. If you submit a report verbally, WyzeMedia may require that you follow up your report in writing and, in some instances, a signed statement or affidavit may be required. WyzeMedia will use reasonable efforts not to disclose your name as part of our investigation without your permission; however, please be aware that in some cases WyzeMedia may need to use your name. WyzeMedia takes allegations of wrongful behaviour very seriously and making any allegation that you know to be false is in itself a compliance violation. VII.3 Investigation Process Suspected compliance violations will be investigated in WyzeMedia’s discretion following the procedures established by WyzeMedia. IBOs suspected of a compliance violation and others with knowledge or information relevant to such investigation maybe contacted by WyzeMedia by mail/post, telephone, email, or other means in order to attempt to determine the facts. IBOs are required to respond fully and accurately within the time stated in the communication from WyzeMedia. An IBO’s failure to respond to a compliance inquiry may be deemed an admission of facts alleged against the IBO. Upon review of all available information regarding the alleged violation, WyzeMedia reserves the right to determine in its sole discretion whether the IBO will be subject to disciplinary action. WyzeMedia will communicate its decision to the IBO by mail, email, telephone, or other means, advising of the results of the investigation and the intended corrective action. VII.4 Appeals An IBO may request review of a Business Ethics Department decision by submitting an appeal no later than fifteen (15) days following the date on which the IBO is advised of such decision. For an appeal to be considered, the IBO typically must provide relevant information that was not available to the IBO during the initial investigation, or present extraordinary circumstances, as determined in WyzeMedia’s sole discretion. Appeals will normally not be considered if the IBO failed to respond during the compliance investigation. Once received, WyzeMedia will promptly review the appeal and communicate its decision to the IBO. VII.5 Disciplinary Action A finding by WyzeMedia that an IBO has committed a compliance violation. may result in disciplinary action. The nature of the disciplinary action in a given case will depend on the nature and severity of the violation, the facts surrounding the violation, the degree of cooperation shown by the IBO, whether the violation was intentional or inadvertent, the IBO’s compliance history, and the experience of the IBO. The appropriate disciplinary action taken in a given case is within the sole discretion of WyzeMedia. Potential disciplinary actions include, but are not necessarily limited to, verbal and written warnings, temporary suspension ofCompensation and/or the IBO position, fines or other financial penalties, revocation of Earned Position(s), repayment of previously paid Compensation that was not properly earned by reason of a compliance violation, removal of the IBO’s Downline, removal of Customers from the IBO’s PCL, and termination of the IBO Agreement. WyzeMedia may also revoke Earned Position(s) and require repayment of previously paid Compensation to Upline IBOs for a Downline IBO’s violation. IBOs may be requested to acknowledge the disciplinary action in writing. IBOs who commit compliance violations may be required to pay any cost or expense incurred by WyzeMedia as a result of the IBO’s actions, including any settlement payments or credits made to Customers, otherIBOs, WyzeMedia Providers or third parties, fines or penalties imposed by government agencies, legal fees, and investigation expenses. WyzeMedia may deduct these amounts from amounts due to the IBO or pursue payment by other means in WyzeMedia’s sole discretion. a. Suspension WyzeMedia may suspend payment of Compensation and/or suspend an IBO’s position as a result of a compliance violation. WyzeMedia may impose a temporary suspension – either a Payment Hold or Distributorship Hold – while a compliance investigation is pending. An IBO subject to a “Payment Hold” may operate their IBO position and earn qualifications and Compensation but will not be paid Compensation unless and until the suspension is lifted. An IBO on “Distributorship Hold” may not conduct any activities as an IBO, must cease promoting WyzeMedia Products and the WyzeMedia Opportunity, and may not represent themselves as an WyzeMedia IBO until the suspension is lifted. b. Termination Termination of an IBO’s Agreement and the permanent deactivation of the IBO position is the most severe disciplinary action to which an IBO may be subject. All rights and benefits of the IBO, including any claim to unpaid Compensation, and all obligations of WyzeMedia under the IBO Agreement, shall cease on the date of termination. In addition, any IBO whose position is terminated by WyzeMedia is prohibited from attending or participating in any Event following such termination. If the IBO was previously suspended, termination may be retroactive to the date of such suspension. IBOs that are terminated for disciplinary reasons shall not be entitled to a refund of Start Up Fees, Business Support Fees, or Renewal Fees. VII.6 Upline Responsibility If an IBO is found responsible for a compliance violation, any benefits earned by thatIBO’s Upline as a result of the violation maybe revoked. This includes revocation of any Earned Position(s) and withholding or reversal and repayment of anyCompensation previously due or paid to any Upline IBO. Upline IBOs also may be required to reimburse costs incurred by WyzeMedia if WyzeMedia is unable to recover such amounts from the IBO who committed the compliance violation, to the extent the Upline IBOs enabled, failed to take reasonable measures to prevent, participated in, or encouraged the compliance violation. VII.7 Cooperation with Law Enforcement WyzeMedia cooperates fully with law enforcement agencies, courts, and other governmental authorities investigating alleged violations of law by IBOs. IBOs may not be notified of requests from law enforcement or other authorities. If an IBO commits a compliance violation that WyzeMedia believes may also violate the law, WyzeMedia reserves the right to report the incident to the relevant authorities without providing notice to the IBO. VIII. MISCELLANOUS PROVISIONS VIII.1 Privacy and Personal Data WyzeMedia and IBOs may receive or have access to Personal Data of Customers or IBOs in the course of operating their respective businesses. WyzeMedia collects, maintains, and processes Personal Data and confidential information from IBOs and Customers in accordance with WyzeMedia’s Privacy Policy. The Privacy Policy is available on the WyzeMedia Websites. As an WyzeMedia IBO, you acknowledge your understanding and agreement to the contents of WyzeMedia’s Privacy Policy. In your IBO business, you may have access to Personal Data and confidential information of Customers and other IBOs, all of which is the Confidential Information of the WyzeMedia Companies. This Personal Data is not publicly known and could cause personal and financial damage to the individual from who it was obtained if misused, shared, disclosed or otherwise made available, directly or indirectly, advertently or inadvertently, to anyone other than the individual who provided it and those who require the information to deliver the specific WyzeMedia Products for which it was provided.As an IBO, you have the sole responsibility and are personally accountable for treating all Personal Data as Confidential Information and for using and handling it solely and exclusively for the limited purpose contemplated by the owner of such Personal Data when it is provided to you and otherwise in compliance with all data protection and privacy laws, regulations and standards, these Policies & Procedures, and the Privacy Policy. IBOs are prohibited from, directly or indirectly, using, selling, lending, leasing, distributing, licensing, giving, transferring, disclosing, disseminating, reproducing or otherwise communicating any Personal Data to any person or entity for any purpose other than that for which it was provided. You shall maintain the confidentiality of all Personal Data and shall exercise proper diligence and reasonable security measures to ensure that it is secured against access or taking by unauthorized persons, wherever such Personal Data may be stored, whether physically or electronically, and that it is processed, protected, redacted and/or destroyed in a manner that is consistent with the nature of the information and applicable laws, regulations, and standards. Any payment card or other sensitive payment information belonging to another IBO or Customer may not be retained and must be redacted or destroyed. In addition, you must obtain the clear, informed consent of the applicable Individual to all collections, uses, and disclosures of their Personal Data that you make in connection with your IBO business. These obligations survive the non-renewal, cancellation or termination of the IBO Agreement. You acknowledge and agree that you, as an IBO, are personally accountable for the security of the personal data and other Confidential Information of Customers and other IBOs that is provided to you or otherwise accessed by you. VIII.2 Confidential Information As an IBO, you may receive Confidential Information, and you agree to treat such Confidential Information as strictly confidential and wholly owned by WyzeMedia, whether or not suchConfidentialInformation has been marked as confidential or proprietary. Confidential Information is a broader category than Personal Data and can also include additional Customer or IBO information.During the term of your IBO Agreement, and for a period of no less than five (5) years there after or longer as permitted by applicable law (including perpetuity for Confidential Information that is also personal data or Confidential Information protected pursuant to WyzeMedia’s Privacy Policy or that constitutes a protected trade secret), you must keep confidential and may not, directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, disclose, disseminate, reproduce, or otherwise communicate anyConfidential Information to any third party unless authorized by WyzeMedia in writing. All reports that are provided by WyzeMedia, including but not limited to Downline Reports, PCLs, and any other information or data obtained through the IBO Back Office, or WyzeMedia Business Tools, are the proprietary and Confidential Information of WyzeMedia, whether or not an IBO pays a fee to access such reports, data or information. The obligations contained herein apply, without limitation, to the disclosure of identifying information of Customers and of the IBO’s Upline orDownline or multi-level marketing channel, to any Individual or business (including IBO’s agents, spouse, friends, or contacts) for any purpose. IBOs must take reasonable steps to safeguard and maintain the confidentiality of all Confidential Information, including without limitation by not making extra copies, by not sharing login credentials, and by storing in a secure location. IBOs must inform WyzeMedia immediately if the IBO becomes aware of any breach of the requirements of this section, or of any loss of, unauthorized access to or disclosure of Confidential Information. The IBO must cooperate, at WyzeMedia’s instruction, in the remediation of any such incident. The IBO must cooperate with any requests from WyzeMedia to verify the IBO’s compliance with the privacy and confidentiality requirements under these Policies and Procedures, and the applicable laws. VIII.3 Assumption of Risk, Responsibility for Third Parties, and Indemnity There are risks inherent in operating any business. As an IBO you may wish to consult with professional advisors regarding the purchase of insurance and other ways to mitigate these risks for yourself and your independent business. IBOs are not obligated to participate in Events (whether hosted by WyzeMedia or another person) or to use WyzeMedia Facilities. If you choose to participate in Events or use WyzeMedia Facilities, you do so in your capacity as the owner of your independent business and not as an employee, agent, or representative of WyzeMedia, even if you attend the Event or use the WyzeMedia Facility at the invitation of an WyzeMedia Company, an WyzeMedia Provider, or another IBO. You assume all risk and responsibility associated with traveling to and from any Event or WyzeMedia Facility, for use of any WyzeMedia Facility and any equipment and amenities, and for participating in any Event. Notwithstanding anything to the contrary contained in the IBO Agreement, you remain responsible for all actions taken in connection with your IBO position and the operation of your independent business, whether such action is taken by you, your employees, your contractors, your family or household members, your Downline, or any other third party. Similarly, if you are a Participating Party in a PBE, you are jointly and severally liable for the actions of the other Participating Parties and owners, directors, officers, employees, contractors, agents, and representatives of the PBE. Any conduct by such persons that, if performed by you, would violate the IBOAgreement, maybe considered a violation by you and may subject you to disciplinary action. VIII.4 Third Party Claims You must advise WyzeMedia in writing of any allegation or actual or threatened claim or lawsuit brought or made against you or your Downline by a third party arising from or relating to the IBO Agreement, any WyzeMedia Company or WyzeMedia Products, the WyzeMedia Opportunity, WyzeMedia Intellectual Property, your conduct as an IBO, yourIBO position or your independent business. You must advise WyzeMedia promptly upon receiving notice of such allegation, claim or suit and prior to taking any action in connection therewith, including, without limitation, any action that may damage WyzeMedia or limit WyzeMedia’s ability to respond to the issue. WyzeMedia may take whatever action it deems appropriate including, but not limited to, controlling any litigation or settlement discussions, to protect the WyzeMedia Companies, the irreputation, and the irtangible and intangible property. You agree to cooperate in good faith with WyzeMedia in investigating and responding to any such allegation, claim, or suit. VIII.5 Severability Except as otherwise expressed provided in the IBO Agreement, if any provision of the IBO Agreement is found to be invalid or unenforceable for any reason, only the invalid portion of the provision shall be severed, and the remaining terms and provisions shall remain in full force and effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible. VIII.6 Excused Performance/Force Majeure; No Waivers Neither WyzeMedia nor the IBO shall be liable to the other for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control, including, without limitation, strikes, labor difficulties, riot, war, fire, death, government decrees or orders, or an WyzeMedia Provider’s failure to pay amounts owed to WyzeMedia for any reason. WyzeMedia never cedes it right to insist on strict compliance with the IBO Agreement and applicable law. No failure by WyzeMedia to exercise any right or power under the IBO Agreement or to insist on strict compliance by any IBO with any obligation under the IBO Agreement, and no custom or practice of WyzeMedia at variance with the terms of the IBO Agreement, shall constitute a waiver of WyzeMedia’s right to demand strict compliance with the IBO Agreement. Waiver by WyzeMedia will be valid only in writing by an authorized officer. WyzeMedia’s waiver of any particular breach by an IBO shall not affect or impair in any way the rights or obligations of any other IBO. VIII.7 Amendments and Supplemental Policies In order to sustain a viable marketing company, WyzeMedia specifically reserves the right to make any amendments or adjustments it deems necessary with respect to the IBO Agreement including, without limitation, the US Terms and Conditions and these Policies & Procedures (subject only to the provisions contained in Section 26 of the US Terms and Conditions), the WyzeMedia Products offered, any marketing guidelines and/ or pricing, and the Compensation Plan. Upon notification through the WyzeMedia Websites or other WyzeMedia communication channel(s), any such changes to the WyzeMedia Products offered, marketing guidelines and/or pricing, or the Compensation Plan, are incorporated as a part of the IBO Agreement. In addition, WyzeMedia may from time-to-time publish Supplemental Policies, including by posting on the WyzeMedia Websites or in the IBO Back Office. Each of these Supplemental Policies is incorporated as part of the IBO Agreement for so long as it remains in effect. WyzeMedia will provide IBOs notice of any new Supplemental Policy or material change to any existing Supplemental Policy, by email or other appropriate communication in accordance with the US Terms and Conditions. Any amendments to the Supplemental Policies will apply only on a prospective basis. IX. GLOSSARY OF DEFINED TERMS Capitalized words used in these Policies & Procedures and not otherwise defined herein have the meanings set forth below. Capitalized words that are not defined in this Glossary have the meanings set forth in the IBO Application, the US Terms and Conditions, the Compensation Plan, or in the text within the Policies & Procedures. “WyzeMedia”, “us”, or “we” means WyzeMedia Opportunity, LLC (the company with which you entered into your IBO Agreement). “WyzeMedia Business Tools” means marketing or promotional materials, applications, technology, reports, sales aids, tools and kits or other physical or virtual items offered by WyzeMedia to IBOs for use in connection with your IBO position, which may be purchased separately (not included with the Business Support Fee). “WyzeMedia Company” or “WyzeMedia Companies” means WyzeMedia Opportunity, LLC and its parents, subsidiaries, and affiliates individually or collectively. “WyzeMedia Compensation Plan” or “Compensation Plan” means the then current compensation plan issued by WyzeMedia for the country or countries referenced in such plan. “WyzeMedia Facilities” means locations and equipment provided by WyzeMedia Companies to IBOs for use in connection with their IBO positions, including but not limited to WyzeMedia Business Centers or Centers of Excellence, meeting space, office equipment, transportation, internet, phone, video conferencing services, websites, and administrative services. “WyzeMedia IBO Personal Website” means a website hosted by WyzeMedia and available to, and personally customized for, each IBO. “WyzeMedia Intellectual Property” means the name, trademarks, trade names, logos, marketing materials, trade secrets, processes, copyrights, corporate image and goodwill, and all other proprietary information owned or licensed by WyzeMedia Companies. “WyzeMedia Opportunity” means the business opportunity provided by WyzeMedia to IBOs to promote and sell WyzeMedia Products and to build a sales team by sponsoring additional IBOs. “WyzeMedia Products” means, collectively, the WyzeMedia Services and all physical goods, software, applications, or other materials offered for sale by WyzeMedia or WyzeMedia Providers. WyzeMedia Products do not include the WyzeMedia Opportunity or WyzeMedia Business Tools. “WyzeMedia Provider” means a company with whom WyzeMedia contracts for the provision of WyzeMedia Products or WyzeMedia Business Tools. IBOs are not WyzeMedia Providers. WyzeMedia Companies may be WyzeMedia Providers. “WyzeMedia Services” means telecommunications, energy, home security, or other services offered for sale by WyzeMedia or an WyzeMedia Provider. “WyzeMedia Websites” means, collectively, the WyzeMedia corporate website available at www.WyzeMedia.com, all associated URLs, and the various e-commerce websites used for each country. “Agreement” or “IBO Agreement” means the USTerms and Conditions, these Policies & Procedures, any Supplemental Policies, and the WyzeMedia Compensation Plan, all of which form the contract between you and WyzeMedia. “Business ID” or “Business ID Number” means the number assigned to you by WyzeMedia to identify your IBO position. It may also be referred to as a “Team ID” or “IBO Number”. “Business Support Fee” means the monthly payment due to WyzeMedia by all IBOs in consideration of WyzeMedia providing the items specified in the US Terms and Conditions. “Claim” means any claim, representation, hypothetical or other statement conveying an assertion of truth or fact (including an assertion of any actual, expected, or potential outcome or result). A Claim maybe made in any format, including any message or verbal, pictorial, graphic, or symbolic depiction. As used in the IBO Agreement, the defined term “Claim” does not refer to or include claims in the legal sense, meaning assertions that one is intended to, or the perceived or actual right to receive, money or property that is enforceable in court. “Compensation” means commissions, bonuses, and other amounts earned by or paid to an IBO pursuant to the WyzeMedia Compensation Plan. “Compensation Plan” – see WyzeMedia Compensation Plan above. “Confidential Information” means any proprietary and/or confidential data or information of an WyzeMedia Company which is not publicly known or available to competitors of the WyzeMedia Company. Confidential Information includes any personally identifiable information, including financial or card holder information. In addition, Confidential Information includes, without limitation, any and all information identifying Customers, IBOs, IBO sales organizations, prospective Customers and IBOs, qualifications, Compensation, WyzeMedia Products, WyzeMedia Product purchases, customer service needs or requirements, together with Customer names, addresses, email addresses, IP addresses, credit card numbers, bank account numbers, social security numbers, date of birth, and any other information, data or statistics whether obtained directly from a Customer or IBO or through an IBO’s Back Office or otherwise provided or generated from information provided by WyzeMedia for tracking, analyzing, or describing the IBO position and its relationships and activities. “Cooling Off Period” is the time period during which you may rescind your IBO Agreement and receive a refund of certain amounts paid to WyzeMedia to become or remain an IBO under this Agreement. The length of the Cooling Off Period in the United States for IBOs is three (3) days from the applicable Start Date or Renewal Date, although a longer period may be provided in certain jurisdictions where required by law. “Customer” means a person or entity that purchases or utilises WyzeMedia Products. IBOs may also be Customers when they purchase or utilize WyzeMedia Products from an WyzeMedia Company or an WyzeMedia Provider. Such purchase by an IBO may be subject to additional or different terms and conditions than when made by a Customer that is not an IBO. “Customer Account” means all of the WyzeMedia Services of the same type provided to a single Customer name, address, or household. Customers who purchase more than one type of WyzeMedia Service will have more than one CustomerAccount. “Customer Contract” means an agreement between a Customer and an WyzeMedia Company or an WyzeMedia Provider for the purchase of WyzeMedia Products directly from an WyzeMedia Company or an WyzeMedia Provider. The Product Purchase Terms and Conditions agreed to in connection with the purchase or utilisation of the WyzeMedia Products are considered a Customer Contract. “DSA” refers to the Direct Selling Association in the country to which the Policies & Procedures pertains. The DSA is a trade association that represents the direct selling industry. “DSA Code” is a set of rules established by the DSA that are binding on WyzeMedia and, in some cases, on IBOs. “Domestic Partner” means an Individual who is in a legally- recognized civil union, legally registered domestic partnership, or similar legally relationship with an IBO and who is the equivalent of a Spouse for legal, tax, and other purposes under applicable law. “Downline” means (1) all IBOs sponsored by you, and (2) all other IBOs sponsored by the IBOs that you sponsored, and (3) the IBOs sponsored by those persons, and so on. “Downline Report” means the list ofIBOs identified by WyzeMedia as being the Downline associated with a particular IBO Business ID. “Earned Position” means any position in the Compensation Plan Above Executive Team Leader. “Earnings Representations” are more specifically defined in the DSA Code, but essentially mean any Claims that convey, expressly or by implication, actual or prospective sales, earnings, income or income level. “Events” means events, meetings, activities, trainings, workshops, retreats, incentive trips, and other gatherings hosted by or related to any of the WyzeMedia Companies, the WyzeMedia Opportunity, the WyzeMedia Products, WyzeMedia Providers, or other IBOs. “Home Country” means the country in which an IBO position is originally established. “Independent Business Owner”, “IBO”, or “you” refers to an Individual (with respect to an Individual IBO Position) or the PBE and each Participating Party(with respect to a PBE Position) that has established an IBO position by entering into an IBO Agreement with an WyzeMedia Company. “Independent Business Owner Application” or “IBO Application” means the physical or electronic form submitted by a potential IBO to apply to hold an IBO position. “Initial Payment” means, collectively, the StartUpFee and the Business Support Fee payment due for the first month of the term of your IBO Agreement. “IBO Agreement” – see Agreement above. “IBO Back Office” means the online portal provided by WyzeMedia where an IBO can access documents, WyzeMedia Business Tools, and other information for operating their IBO position. The name and location of the IBO Back Office varies by country. “Individual” means a natural person. “Individual IBO Position” means an IBO position operated by an Individual or Spouses or Domestic Partners. “Legal Age” means the age that an Individual is no longer considered a minor in the jurisdiction in which the Individual resides and may legally enter into a binding contract in that jurisdiction. “Participating Party” means a shareholder, partner, or beneficial owner of an IBO position, or any Individual that is permitted to Solicit Customers or recruit potential IBOs in connection with an IBO position. With respect to a PBE Position, any person directly or indirectly profiting from the PBE Position and holding an interest in the PBE Position equal to five percent (5%) or more of the total interest available therein, is a Participating Party in the PBE Position, whether or not that Individual participates in the day-to-day operations of the PBE, and each such Participating Party expressly authorizes the PBE Position’s Primary Contact to act on their behalf with respect to the PBE Position, including without limitation for purposes of renewing the PBE Position and consenting to the then- current IBO Agreement. “Payment Method” means a valid credit or debit card account, the information for which is (i) provided by you to WyzeMedia to keep on file for purposes of processing any and all payments due to WyzeMedia under your IBO Agreement, and (ii) updated by you as necessary to permit WyzeMedia to process all such payments during the term of your IBO Agreement. “Payment Processing Fee” means the amount deducted from each commission payment to cover processing costs relating to the issuance of the payment and the corresponding statement. “PBE Position” means an IBO position held by a Permitted Business Entity and for which the Primary Contact and all other Participating Parties are jointly and severally liable. “Permitted Business Entity” or “PBE” means a legal entity, such as a corporation, limited liability company, partnership, or trust, that is permitted to be an IBO pursuant to the Permitted Business Entity Requirements. “PermittedBusiness EntityAddendum” or “PBE Addendum” means the addendum to the IBO Agreement that must be completed for a Permitted Business Entity to hold an IBO position, and forms a part of the contract between WyzeMedia and a PBE. The PBE Addendum varies by country and is available upon request or in the IBO Back Office. “Permitted Business EntityRequirements” or “PBE Requirements” means the Permitted Business EntityRequirements – US documents attached to these Policies & Procedures as a supplemental policy and which are applicable to all PBEs. “PermittedTestimonials” means statements that share characteristics of Earnings Representations, but that (1) are implied in the context of an IBO conveying his or her truthful experience with the WyzeMedia Opportunity, and (2) comply with all requirements contained in these Policies & Procedures. “Personal Customer List” or “PCL” means the list ofCustomers identified in a report furnished by WyzeMedia Companies which are associated with a particular IBO Business ID. “Personal Data” means personal information and data, including sensitive personal and financial data, such as names, addresses, gender, IP addresses, financial information including bank account or credit card numbers, social security numbers, date of birth, or email addresses, in each case relating to identified or identifiable persons. “Policies & Procedures” means the document comprised of these WyzeMedia United States Policies & Procedures, all Supplemental Policies, and the Permitted Business Entity Addendum (if applicable). The Policies & Procedures form a part of the IBO Agreement. “Product Purchase Terms and Conditions” means the terms and conditions that govern the purchase of WyzeMedia Products from WyzeMedia by a Customer, as shown on the WyzeMedia E-Commerce Website for each country.“Provider Personnel” means any employee, contractor, agent or representative of an WyzeMedia Provider. “Regional Director” means an Earned Position achieved in accordance with the Compensation Plan. “Renewal Date” means the date that is twelve (12) months from an IBO’s Start Date, and every twelve (12) months thereafter. “Renewal Fee” means an amount paid by a current IBO to renew their IBO position and their IBO Agreement, the amount of which can be found in the IBO Back Office and on the WyzeMedia Compass App. “Solicit” means, any action or communication intended to, solicit, entice, recruit, hire, enroll, sponsor, persuade, petition, induce, influence, or encourage, in each case in anyway and through any means or method (including, without limitation, communications made affirmatively or responsively, directly or indirectly, expressly or implicitly, or personally or through or with one or more third parties). “Solicitation” is the act of “Soliciting,” and includes, without limitation, person-to-person meetings, phone calls (e.g., direct phone calls and three-way calls), emails, text messages, chat messages, or social media postings. “Sponsor” means the IBO under whose Business ID a new IBO is registered in WyzeMedia’s database. “Spouse” means a legally married Individual. “Start Date” means the date that your IBO Application is accepted by WyzeMedia. “Start Up Fee” means the one-time payment required as a condition to establishing an IBO position. “Supplemental Policies” means, collectively, the additional information published by WyzeMedia from time to time and made available to IBOs that is identified as being a part of these Policies & Procedures. The Supplemental Policies are available through the WyzeMedia Websites and the IBO Back Office, and form a part of the IBO Agreement. “Transfer Fee” means the fee that is paid to WyzeMedia for the processing of the transfer or sale of an IBO position. “Upline” means (1) your Sponsor, and (2) the IBO that sponsored your Sponsor, and (3) the IBO above that sponsored your Sponsor’s Sponsor, and so on. “US Terms and Conditions” means the Independent Business Owner US Terms and Conditions that are part of the IBO Agreement. “You” means the IBO, including any Individual, PBE, or Participating Party that operates or participates in an IBO position.