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Agora Advantage, LLC.

 

STATEMENT OF POLICIES

and

PROCEDURES

Effective December 17, 2015

 

 

SECTION 1 - 

 

Agora Advantage Corporate Mission Statement:

 

Provide a dynamic Merchant Marketplace with the #1 products & services nationwide that provide solutions to business owners and entrepreneurs. 

 

SECTION 2 - INTRODUCTION

 

2.1 – Use of terms

Agora Advantage is pleased to offer several avenues for an individual or entity to earn compensation by helping businesses obtain the products and services available via our Merchant Marketplace. We recognize that may be applying for any one of the following positions: Referral Advisor, Member Advisor, Certified Member Advisor or Vendor Ambassador. For purposes of covering these terms and conditions, the term “Member Advisor” shall be used to referenced each of these positions collectively herein.

 

2.2 - Policies and Compensation Plan Incorporated into Member Advisor Agreement

These Policies and Procedures and the Compensation Plan, in their present form and as amended by Agora Advantage, LLC (hereafter Agora Advantage” or the “Company”), are incorporated into, and form an integral part of, the Agora Advantage Member Advisor Agreement.  It is the responsibility of each Member Advisor to read, understand, adhere to, and insure that he or she is aware of and operating under the most current version of these Policies and Procedures.  Throughout these Policies, when the term “Agreement” is used, it collectively refers to the Agora Advantage Member Advisor Application and Agreement, these Policies and Procedures, the Agora Advantage Compensation Plan, and the Agora Advantage Business Entity Application (if applicable).  These documents are incorporated by reference into the Agora Advantage Member Advisor Agreement (all in their current form and as amended by Agora Advantage). 

 

2.3 - Changes to the Agreement

Agora Advantage reserves the right to amend the Agreement and its prices in its sole and absolute discretion.  By executing the Member Advisor Agreement, a Member Advisor agrees to abide by all amendments or modifications that Agora Advantage elects to make.  Amendments shall be effective thirty (30) days after publication of notice that the Agreement has been modified.  Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment.  Notification of amendments shall be published by one or more of the following methods: (1) posting on the Company’s official web site; (2) electronic mail (e-mail); (3) posting in Member Advisors’ back-offices (Dashboard); (4) inclusion in Company periodicals; (5) inclusion in product orders or bonus checks; or (6) special mailings.  The continuation of a Member Advisor’s Agora Advantage business, the acceptance of any benefits under the Agreement, or a Member Advisor’s acceptance of bonuses or commissions constitutes acceptance of all amendments.

 

2.4 - Policies and Provisions Severable

If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect.  The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.

 

2.5 - Waiver

The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business.  No failure of Agora Advantage to exercise any right or power under the Agreement or to insist upon strict compliance by a Member Advisor with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of Agora Advantage’s right to demand exact compliance with the Agreement.  The existence of any claim or cause of action of a Member Advisor against Agora Advantage shall not constitute a defense to Agora Advantage’s enforcement of any term or provision of the Agreement.

 

SECTION 3 -   BECOMING A MEMBER ADVISOR

 

3.1 - Requirements to Become a Member Advisor

To become an Agora Advantage Member Advisor, each applicant must:

 

·       Be at least 18 years of age;

·       Reside in the United States or U.S. Territories or country that Agora Advantage has officially announced is open for business;

·       Provide Agora Advantage with his/her valid Social Security or Federal Tax ID number;

·       Submit a properly completed Member Advisor Application and Agreement to Agora Advantage either in hard copy or online format;

·       Submit an IRS form W-9. If a valid W-9 is not received by the Company within 30 days from the date of the Applicant’s enrollment, the enrollment process will not be finalized and the applicant shall not be permitted to become a Member Advisor, sell the Company’s products, or participate in the Agora Advantage Compensation Plan.

·       Enroll as a Member Advisor via the online enrollment process available at: https://www.agoraadvantage.com/enrollment/advisors or via a paper application which may be submitted to the enrollment division by email to: support@AgoraAdvantage.com

 

Agora Advantage reserves the right to accept or reject any Member Advisor Application and Agreement for any reason or for no reason.

 

3.2 - Virtual Campus and Product Purchases

No person is required to purchase Agora Advantage products, services or sales aids, or to pay any charge or fee to become a Member Advisor.  In order to familiarize new Member Advisors with Agora Advantage products, services, sales techniques, sales aids, and other matters, the Company recommends that they complete the Member Advisor curriculum in the Virtual Campus which is made available online immediately upon enrollment. Agora Advantage will repurchase resalable kits from any Member Advisor who terminates his or her Member Advisor Agreement pursuant to the terms of Section 8.2.

 

3.3 - Member Advisor Benefits

Once a Member Advisor Application and Agreement has been accepted by Agora Advantage, the benefits of the Compensation Plan and the Member Advisor Agreement are available to the new Member Advisor.  These benefits include the right to:

 

·          Sell Agora Advantage products and services;

·          Sell Memberships in Agora Advantage to Members

·           Participate in the Agora Advantage Compensation Plan (receive bonuses and commissions, if eligible);

·           Sponsor other individual Member Advisors into the Agora Advantage business and thereby, build a marketing organization and progress through the Agora Advantage Compensation Plan;

·           Receive periodic Agora Advantage literature and other Agora Advantage communications;

·           Participate in Agora Advantage-sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and

·           Participate in promotional and incentive contests and programs sponsored by Agora Advantage for its Member Advisors.

 

3.4 - Term and Renewal of Your Agora Advantage Business

The term of the Member Advisor Agreement is one year from the date of its acceptance by Agora Advantage.  Member Advisors must renew their Member Advisor Agreement each year by paying an annual renewal fee of $25.00 on or before the anniversary date of their Member Advisor Agreement.  If the renewal fee is not paid within 30 days after the expiration of the current term of the Member Advisor Agreement, the Member Advisor Agreement will be canceled. Member Advisors may elect to utilize the Automatic Renewal Program (“ARP”).  Under the ARP, the renewal fee will be charged to the Member Advisor’s credit card on file with the Company.  Member Advisors without a credit card or bank account must renew by phone or mail.

 

      There is a monthly fee of $19.75 for the Member Advisor dashboard (back office), and is automatically renewed monthly.  Should a Member Advisor fail to pay his/her monthly dashboard fee, the Member Advisor’s business will be put on suspension will not be eligible for commissions or bonuses for that month until all past-due website fees are paid.  If the Member Advisor fails to pay his/her dashboard fee for three (3) consecutive months, the Member Advisor’s Agreement shall be permanently cancelled and must re-apply to become a Member Advisor. 

3.5 - BECOMING A CERTIFIED MEMBER ADVISOR

To become an Agora Advantage Certified Member Advisor, each applicant must:

·       Meet all of the conditions above

·       Be an active Member Advisor as described herein

·       Enroll as a Certified Member Advisor via the online enrollment process available at: https://www.agoraadvantage.com/enrollment/advisors or via a paper application which may be submitted to the enrollment division by email to: Support@AgoraAdvantage.com

Certified Member Advisor Benefits

Once a Certified Member Advisor Application and Agreement has been accepted by Agora Advantage, the benefits of the Compensation Plan and the Member Advisor Agreement are available to the new Member Advisor.  These benefits include the right to:

 

·         All of the Member Advisor Benefits as stated above

·         Sell Agora Advantage products and services;

·         Access the Certified Member Advisor training virtual platform

 

SECTION 4 - OPERATING AN AGORA ADVANTAGE BUSINESS

 

4.1 - Adherence to the Agora Advantage Compensation Plan

Member Advisors must adhere to the terms of the Agora Advantage Compensation Plan as set forth in official Agora Advantage literature.  Member Advisors shall not offer the Agora Advantage opportunity through, or in combination with, any other system, program, sales tools, or method of marketing other than that specifically set forth in official Agora Advantage literature.  Member Advisors shall not require or encourage other current or prospective Members or Member Advisors to execute any agreement or contract other than official Agora Advantage agreements and contracts in order to become an Agora Advantage Member Advisor.  Similarly, Member Advisors shall not require or encourage other current or prospective Members or Member Advisors to make any purchase from, or payment to, any individual or other entity to participate in the Agora Advantage Compensation Plan other than those purchases or payments identified as recommended or required in official Agora Advantage literature.

 

4.2 - Advertising

4.2.1 - General

All Member Advisors shall safeguard and promote the good reputation of Agora Advantage and its products.  The marketing and promotion of Agora Advantage, the Agora Advantage opportunity, the Compensation Plan, and Agora Advantage products must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

 

To promote both the products and services, and the tremendous opportunity Agora Advantage offers, Member Advisors should use the sales aids, business tools, and support materials produced by Agora Advantage.  The Company has carefully designed its products, product labels, Compensation Plan, and promotional materials to ensure that they are promoted in a fair and truthful manner, that they are substantiated, and the materials comply with the legal requirements of federal and state laws.

 

      Accordingly, Member Advisors may only advertise or promote their Agora Advantage business using approved tools, templates or images acquired through Agora Advantage. No approval is necessary to use these approved tools. If you wish to design your own online or offline marketing materials of any kind, your designs must be submitted to the Agora Advantage advertising department (support@agoraadvantage.com) for consideration and inclusion in the template/image library. Unless you receive specific written approval from Agora Advantage to use such tools, the request shall be deemed denied.  Go to the Document Library tab in your back office for guidelines and to access the library.

 

      Agora Advantage further reserves the right to rescind approval for any sales tools, promotional materials, advertisements, or other literature, and Member Advisors waive all claims for damages or remuneration arising from or relating to such rescission.

 

4.2.2 - Trademarks and Copyrights

The name of Agora Advantage and other names as may be adopted by Agora Advantage are proprietary trade names, trademarks and service marks of Agora Advantage (collectively “marks”).  As such, these marks are of great value to Agora Advantage and are supplied to Member Advisors for their use only in an expressly authorized manner.  Agora Advantage will not allow the use of its trade names, trademarks, designs, or symbols, or any derivatives of such marks, by any person, including Agora Advantage Member Advisors, in any unauthorized manner without its prior, written permission. 

 

The content of all Company sponsored events is copyrighted material.  Member Advisors may not produce for sale or distribution any recorded Company events and speeches without written permission from Agora Advantage, nor may Member Advisors reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations.

 

As an independent Member Advisor, you may use the Agora Advantage name in the following manner

 

Example 1:

Your Name                                                                   

Independent Agora Advantage Member Advisor

 

Example2:                                                                                                                              

Alice Smith                                                                                                                   

Agora Advantage

Independent Member Advisor

 

      Member Advisors may not use the name Agora Advantage in any form in your team name, a tagline, your personal website address or extension, in an e-mail address, as a personal name, or as a nickname. Additionally, only use the phrase Independent Agora Advantage Member Advisor in your phone greeting or on your answering machine to clearly separate your independent Agora Advantage business from Agora Advantage. For example, you may not secure the domain name www.buyAgora Advantage. Also, you may not create an email address such as:

Agora AdvantageSales@hotmail.com

 

4.2.2.1 - Independent Agora Advantage Member Advisor Logo

      If you use an Agora Advantage logo in any communication, you must use the Independent Member Advisor version of the Agora Advantage logo. Using any other Agora Advantage logo requires written approval. Please see examples below:                                

Logo Approved for Member Advisor Use

 

 

 

 

4.2.3 - Media and Media Inquiries

Member Advisors must not attempt to respond to media inquiries regarding Agora Advantage, its products or services, or their independent Agora Advantage business.  All inquiries by any type of media must be immediately referred to Agora Advantage’s Advisor Support Department.  This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.

 

4.2.4 - Unsolicited Email

 Agora Advantage does not permit Member Advisors to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation, the federal CAN SPAM Act. Any email sent by a Member Advisor that promotes Agora Advantage, the Agora Advantage opportunity, or Agora Advantage products and services must comply with the following:

 

·        There must be a functioning return email address to the sender.
·        There must be a notice in the email that advises the recipient that he or she may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (a functioning “opt-out” notice).
·        The email must include the Member Advisor’s physical mailing address.
·        The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
·        The use of deceptive subject lines and/or false header information is prohibited.
·        All opt-out requests, whether received by email or regular mail, must be honored. If a Member Advisor receives an opt-out request from a recipient of an email, the Member Advisor must forward the opt-out request to the Company.
·        Directly or indirectly disclose any Confidential Information to any third party;
·        Directly or indirectly disclose the password or other access code to his or her back-office;
·        Use any Confidential Information to compete with Agora Advantage or for any purpose other than promoting his or her Agora Advantage business; 
·        Recruit or solicit any Member Advisor or Member of Agora Advantage listed on any report or in the Member Advisor’s back-office, or in any manner attempt to influence or induce any Member Advisor or Preferred Member of Agora Advantage, to alter their business relationship with Agora Advantage; or
·        Use or disclose to any person, partnership, association, corporation, or other entity any Confidential Information.
·        If the Member Advisor has an established business relationship with the prospect.  An “established business relationship” is a relationship between a Member Advisor and a prospect based on the prospect’s purchase, rental, or lease of goods or services from the Member Advisor, or a financial transaction between the prospect and the Member Advisor, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect's purchase of a product or service.     
·        The prospect’s personal inquiry or application regarding a product or service offered by the Member Advisor, within the three (3) months immediately preceding the date of such a call.  
·        If the Member Advisor receives written and signed permission from the prospect authorizing the Member Advisor to call.  The authorization must specify the telephone number(s) which the Member Advisor is authorized to call.      
·        You may call family members, personal friends, and acquaintances.  An “acquaintance” is someone with whom you have at least a recent first-hand relationship within the preceding three months.  Bear in mind, however, that if you engage in “card collecting” with everyone you meet and subsequently calling them, the FTC may consider this a form of telemarketing that is not subject to this exemption.   Thus, if you engage in calling “acquaintances,” you must make such calls on an occasional basis only and not make this a routine practice.       
·        Member Advisors shall not use automatic telephone dialing systems or software relative to the operation of their Agora Advantage businesses.
·        Member Advisors shall not place or initiate any outbound telephone call to any person that delivers any pre-recorded message (a "robocall") regarding or relating to the Agora Advantage products, services or opportunity.
·        The Federal Rules of Evidence shall apply in all cases; 
·        The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;
·        The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;
·        The arbitration shall occur within 180 days from the date on which the arbitrator is appointed, and shall last no more than five business days;
·        The Parties shall be allotted equal time to present their respective cases, including cross-examinations. 

 

Agora Advantage may periodically send commercial emails on behalf of Member Advisors.  By entering into the Member Advisor Agreement, Member Advisor agrees that the Company may send such emails and that the Member Advisor’s physical and email addresses will be included in such emails as outlined above.  Member Advisors shall honor opt-out requests generated as a result of such emails sent by the Company.

 

4.2.5 - Unsolicited Faxes

      Except as provided in this section, Member Advisors may not use or transmit unsolicited faxes in connection with their Agora Advantage business.  The term "unsolicited faxes" means the transmission via telephone facsimile or computer of any material or information advertising or promoting Agora Advantage, its products, its compensation plan or any other aspect of the company which is transmitted to any person, except that these terms do not include a fax: (a) to any person with that person's prior express invitation or permission; or (b) to any person with whom the Member Advisor has an established business or personal relationship.  The term "established business or personal relationship" means a prior or existing relationship formed by a voluntary two way communication between a Member Advisor and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such Member Advisor; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party. 

 

4.2.6 - Telephone Directory Listings

Member Advisors may list themselves as an “Independent Agora Advantage Member Advisor” in the white or yellow pages of the telephone directory, or with online directories, under their own name.  No Member Advisor may place telephone or online directory display ads using Agora Advantage's name or logo.  Member Advisors may not answer the telephone by saying “Agora Advantage”, “Agora Advantage Incorporated”, or in any other manner that would lead the caller to believe that he or she has reached corporate offices of Agora Advantage.  If a Member Advisor wishes to post his/her name in a telephone or online directory, it must be listed in the following format:

 

Member Advisor's Name

Independent Agora Advantage Member Advisor

 

4.2.7 - Television and Radio Advertising

Member Advisors may not advertise on television and radio except with Agora Advantage’s express written approval.

 

4.2.8 - Advertised Prices

Member Advisors may not create their own marketing or advertising material offering any Agora Advantage products at a price less than the current corporately-published price plus shipping and applicable taxes.

 

4.3 - Online Conduct

 

4.3.1 - Member Advisor Web Sites

      Member Advisors are provided with a replicated website by Agora Advantage, from which they can take orders, enroll new Member Advisors, and enroll Members, as well as manage their Agora Advantage business.  Member Advisors may use only replicated websites provided by Agora Advantage to promote their Agora Advantage business, and may not create their own websites to directly or indirectly promote Agora Advantage’s products, services, or the Agora Advantage opportunity.

 

4.3.2 - Agora Advantage Replicated Websites

      Member Advisors receive an Agora Advantage Replicated Website subscription to facilitate online buying experience for their Members and enrollments for prospects. 

 

      Member Advisors may not alter the branding, artwork, look, or feel of their Replicated Website, and may not use their Replicated Website to promote, market or sell non-Agora Advantage products, services or business opportunities. Specifically, you may not alter the look (placement, sizing etc.) or functionality of the following:

 

1.     The Agora Advantage Independent Member Advisor Logo

2.     Your Name

3.     Agora Advantage Corporate Website Redirect Button

4.     Artwork, logos, or graphics

5.     Original text.

      Because Replicated Websites reside on the Agora Advantage.com domain, Agora Advantage reserves the right to receive analytics and information regarding the usage of your website.

 

      By default, your Agora Advantage Replicated Website URL is www.USERNAME. Agora Advantage.

 

4.3.3 - Domain Names, email Addresses and Online Aliases

      You are not allowed to use or register Agora Advantage or any of Agora Advantage’s trademarks, product names, or any derivatives, for any Internet domain name, email address, or online aliases. Additionally, you cannot use or register domain names, email addresses, and/or online aliases that could cause confusion, or be misleading or deceptive, in that they cause individuals to believe or assume the communication is from, or is the property of Agora Advantage. Examples of the improper use of Agora Advantage include, but are not limited to any form of Agora Advantage showing up as the sender of an email or examples such as:

 

www.MyAgoraAdvantageBiz.com                        www.AgoraAdvantageDreamTeam.com

www.ISellAgoraAdvantage.com                            www.AgoraAdvantagebyJaneDoe.com

www.AgoraAdvantageMoney.net                          www.JanesAgoraAdvantageOpportunity.net

 

4.3.4 - Online Classifieds

      You may not use online classifieds (including Craigslist) to list, sell or retail specific Agora Advantage products or product bundles. You may use online classifieds (including Craigslist) for prospecting, recruiting, sponsoring and informing the public about the Agora Advantage business opportunity, provided Agora Advantage-approved templates/images are used. These templates will identify you as an Independent Agora Advantage Member Advisor. If a link or URL is provided, it must link to your Replicated Website.

4.3.5 - Banner Advertising

      You may place banner advertisements on a website provided you use Agora Advantage-approved templates and images.  All banner advertisements must link to your Replicated Website. Member Advisors may not use blind ads (ads that do not disclose the identity of the Company) or web pages that make product or income claims that are ultimately associated with Agora Advantage products or the Agora Advantage opportunity.

 

4.3.6 - Spam Linking

      Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums and is not allowed. This includes blog spamming, blog comment spamming and/or spamdexing. Any comments you make on blogs, forums, guest books, etc., must be unique, informative and relevant.

 

4.3.7 - Digital Media Submission (YouTube, iTunes, PhotoBucket etc.)

      Member Advisors may upload, submit or publish Agora Advantage-related video, audio or photo content that they develop and create so long as it aligns with Agora Advantage values, contributes to the Agora Advantage community greater good and is in compliance with Agora Advantage’s Policies and Procedures. All submissions must clearly identify you as an Independent Agora Advantage Member Advisor in the content itself and in the content description tag, must comply with all copyright/legal requirements, and must state that you are solely responsible for this content. Member Advisors may not upload, submit or publish any content (video, audio, presentations or any computer files) received from Agora Advantage or captured at official Agora Advantage events or in buildings owned or operated by Agora Advantage without prior written permission.

 

4.3.8 - Sponsored Links / Pay-Per-Click (PPC) Ads

      Sponsored links or pay-per-click ads (PPC) are acceptable. The destination URL must be to either the sponsoring Member Advisor’s Replicated Website. The display URL must also be to either the sponsoring Member Advisor’s Replicated Website, and must not portray any URL that could lead the user to believe they are being directed to an Agora Advantage Corporate site, or be inappropriate or misleading in any way.

 

4.3.9 - Domain Names and Email Addresses

Except as set forth in the Member Advisor Website Application and Agreement, Member Advisors may not use or attempt to register any of Agora Advantage’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative of the foregoing, for any Internet domain name, email address, or social media name or address.

 

4.3.10 - Social Media

      In addition to meeting all other requirements specified in these Policies and Procedures, should a Member Advisor utilize any form of social media, including but not limited to Facebook, Twitter, LinkedIn, YouTube, or Pinterest, the Member Advisor agrees to each of the following:

 

·   No product sales or enrollments may occur on any social media site.  To generate sales, a social media site must link only to the Member Advisor’s Agora Advantage Replicated Website. 

·   It is each Member Advisor’s responsibility to follow the social media site’s terms of use.  If the social media site does not allow its site to be used for commercial activity, you must abide by the site’s terms of use.

·   Any social media site that is directly or indirectly operated or controlled by a Member Advisor that is used to discuss or promote Agora Advantage’s products or the Agora Advantage opportunity may not link to any website, social media site, or site of any other nature, other than the Member Advisor’s Agora Advantage replicated website.

·   During the term of this Agreement and for a period of 12 calendar months thereafter, a Member Advisor may not use any social media site on which they discuss or promote, or have discussed or promoted, the Agora Advantage business or Agora Advantage’s products to directly or indirectly solicit Agora Advantage Member Advisors for another direct selling or network marketing program (collectively, “direct selling”).  In furtherance of this provision, a Member Advisor shall not take any action that may reasonably be foreseen to result in drawing an inquiry from other Member Advisors relating to the Member Advisor’s other direct selling business activities.  Violation of this provision shall constitute a violation of the non-solicitation provision in Section 4.11 below.

·   A Member Advisor may post or “pin” photographs of Agora Advantage products on a social media site, but only photos that are provided by Agora Advantage and downloaded from the Member Advisor’s Back-Office may be used. 

 

      If a Member Advisor creates a business profile page on any social media site that promotes or relates to Agora Advantage, its products, or opportunity, the business profile page must relate exclusively to the Member Advisor’s Agora Advantage business and Agora Advantage products.  If the Member Advisor’s Agora Advantage business is cancelled for any reason or if the Member Advisor becomes inactive, the Member Advisor must deactivate the business profile page.

 

4.4 - Business Entities

A corporation, limited liability company, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be an Agora Advantage Member Advisor by submitting a Member Advisor Application and Agreement along with a properly completed Business Entity Application and Agreement and a properly completed IRS form W-9.  The Business Entity, as well as all shareholders, members, managers, partners, trustees, or other parties with any ownership interest in, or management responsibilities for, the Business Entity (collectively “Member Advisor Parties”) are individually, jointly and severally liable for any indebtedness to Agora Advantage, compliance with the Agora Advantage Policies and Procedures, the Agora Advantage Member Advisor Agreement, and other obligations to Agora Advantage. 

 

      To prevent the circumvention of Sections 4.25 (regarding transfers and assignments of an Agora Advantage business) and 4.5, (regarding Sponsorship Changes), if any Member Advisor Party wants to terminate his or her relationship with the Business Entity or Agora Advantage, the Member Advisor Party must terminate his or her affiliation with the Business Entity, notify Agora Advantage in writing that he or she has terminated his/her affiliation with the Business Entity, and must comply with the provisions of Section 4.25.  In addition, the Member Advisor Party foregoing their interest in the Business Entity may not participate in any other Agora Advantage business for six consecutive calendar months in accordance with Section 4.5.3.   If the Business Entity wishes to bring on any new Member Advisor Party, it must adhere to the requirements of Section 4.25.  

 

      The modifications permitted within the scope of this paragraph do not include a change of sponsorship.  Changes of sponsorship are addressed in Section 4.5, below.  There is a $25.00 fee for each change requested, which must be included with the written request and the completed Member Advisor Application and Agreement.  Agora Advantage may, at its discretion, require notarized documents before implementing any changes to an Agora Advantage replicated website.  Please allow thirty (30) days after the receipt of the request by Agora Advantage for processing. 

 

4.4.1 - Changes to a Business Entity

Each Member Advisor must immediately notify Agora Advantage of all changes to type of business entity they utilize in operating their businesses and the addition or removal of business Member Advisor Parties.

     

4.5 - Change of Sponsor

      Agora Advantage strongly discourages changes in sponsorship.  Accordingly, the transfer of an Agora Advantage business from one sponsor to another is rarely permitted.  Requests for change of sponsorship must be submitted in writing to the Member Advisor Services Department, and must include the reason for the transfer.  Transfers will only be considered in the following three circumstances:

 

4.5.1 - Misplacement

In cases in which the new Member Advisor is sponsored by someone other than the individual he or she was led to believe would be his or her Sponsor, a Member Advisor may request that he or she be transferred to another organization with his or her entire marketing organization intact.  Requests for transfer under this policy will be evaluated on a case-by-case basis and must be made within three days from the date of enrollment.  The Member Advisor requesting the change has the burden of proving that he or she was placed beneath the wrong sponsor.  It is up to Agora Advantage’s discretion whether the requested change will be implemented.

 

4.5.2 - Upline Approval

The Member Advisor seeking to transfer submits a properly completed and fully executed Sponsorship Transfer Form which includes the written approval of his or her immediate NMA upline Member Advisors in his or her Sales Organization. Photocopied or facsimile signatures are not acceptable.  All signatures must be notarized.  The Member Advisor who requests the transfer must submit a fee of $50.00 for administrative charges and data processing.  If the transferring Member Advisor also wants to move any of the Member Advisors in his or her marketing organization, each downline Member Advisor must also obtain a properly completed Sponsorship Transfer Form and return it to Agora Advantage with the $50.00 change fee (i.e., the transferring Member Advisor and each Member Advisor in his or her marketing organization multiplied by $50.00 is the cost to move an Agora Advantage business.)  Downline Member Advisors will not be moved with the transferring Member Advisor unless all of the requirements of this paragraph are met.  Transferring Member Advisors must allow thirty (30) days after the receipt of the Sponsorship Transfer Forms by Agora Advantage for processing and verifying change requests.  Agora Advantage will consider waiving the six month waiting period under exceptional circumstances.  Such requests for waiver must be submitted to Agora Advantage in writing.

 

4.5.3 - Cancellation and Re-application

A Member Advisor may legitimately change organizations by voluntarily canceling his or her Agora Advantage business and remaining inactive (i.e., no purchases of Agora Advantage products for resale, no sales of Agora Advantage products, no sponsoring, no attendance at any Agora Advantage functions, participation in any other form of Member Advisor activity, or operation of any other Agora Advantage business, no income from the Agora Advantage business) for six (6) full calendar months.  Following the six month period of inactivity, the former Member Advisor may reapply under a new sponsor, however, the former Member Advisor’s downline will remain in their original line of sponsorship.

 

4.6 - Waiver of Claims

In cases in which the appropriate sponsorship change procedures have not been followed, and a downline organization has been developed in the second business developed by a Member Advisor, Agora Advantage reserves the sole and exclusive right to determine the final disposition of the downline organization.  Resolving conflicts over the proper placement of a downline that has developed under an organization that has improperly switched sponsors is often extremely difficult.  Therefore, MEMBER ADVISORS WAIVE ANY AND ALL CLAIMS AGAINST AGORA ADVANTAGE, ITS OFFICERS, DIRECTORS, OWNERS, INDEPENDENT CONTRACTORS, AND AGENTS THAT RELATE TO OR ARISE FROM AGORA ADVANTAGE’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW AN ORGANIZATION THAT HAS IMPROPERLY CHANGED LINES OF SPONSORSHIP. 

 

4.7 - Unauthorized Claims and Actions

4.7.1 - Indemnification

A Member Advisor is fully responsible for all of his or her verbal and written statements made regarding Agora Advantage products, services, and the Compensation Plan that are not expressly contained in official Agora Advantage materials.  This includes statements and representations made through all sources of communication media, whether person-to-person, in meetings, online, through Social Media, in print, or any other means of communication.  Member Advisors agree to indemnify Agora Advantage and Agora Advantage’s directors, officers, independent contractors, and agents, and hold them harmless from all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by Agora Advantage as a result of the Member Advisor’s unauthorized representations or actions.  This provision shall survive the termination of the Member Advisor Agreement.

 

4.7.2 - Compensation Plan Claims

When presenting or discussing the Agora Advantage Compensation Plan, you must make it clear to prospects that financial success with Agora Advantage requires commitment, effort, and sales skill.  Conversely, you must never represent that one can be successful without diligently applying themselves.  Examples of misrepresentations in this area include:

 

·   It’s a turnkey system;

·   The system will do the work for you;

·   Just get in and your downline will build through spillover;

·   Just join and I’ll build your downline for you;

·   The company does all the work for you;

·   You don’t have to sell anything; or

·   All you have to do is buy your products every month.

 

The above are just examples of improper representations about the Compensation Plan.  It is important that you do not make these or any other representations that could lead a prospect to believe that they can be successful as an Agora Advantage Member Advisor without commitment, effort, and sales skill.

 

4.7.3 - Income Claims

An Member Advisor, when presenting or discussing the Agora Advantage opportunity or Compensation Plan to a prospective Member Advisor, may not make income projections, income claims, or disclose his or her Agora Advantage income (including the showing of checks, copies of checks, bank statements, or tax records) unless, at the time the presentation is made, the Member Advisor provides a current copy of the Agora Advantage Income Disclosure Statement (IDS) to the person(s) to whom he or she is making the presentation. 

 

 

4.7.4 - Income Disclosure Statement

Agora Advantage’s corporate ethics compel us to do not merely what is legally required, but rather, to conduct the absolute best business practices. To this end, we have developed the Agora Advantage Income Disclosure Statement (“IDS”). The Agora Advantage IDS is designed to convey truthful, timely, and comprehensive information regarding the income that Agora Advantage Member Advisors earn. In order to accomplish this objective, a copy of the IDS must be presented to all prospective Member Advisors.  The failure to comply with this policy constitutes a significant and material breach of the Agora Advantage Member Advisor Agreement and will be grounds for disciplinary sanctions, including termination, pursuant to Section 9.1.

 

A copy of the IDS must be presented to a prospective Member Advisor (someone who is not a party to a current Agora Advantage Member Advisor Agreement) anytime the Compensation Plan is presented or discussed, or any type of income claim or earnings representation is made.

 

The terms “income claim” and/or “earnings representation” (collectively “income claim”) include: (1) statements of actual earnings, (2) statements of projected earnings, (3) statements of earnings ranges, (4) income testimonials, (5) lifestyle claims, and (6) hypothetical claims.

 

A lifestyle income claim typically includes statements (or pictures) involving large homes, luxury cars, exotic vacations, or other items suggesting or implying wealth. They also consist of references to the achievement of one's dreams, having everything one always wanted, and are phrased in terms of “opportunity” or “possibility” or “chance.” Claims such as “My Agora Advantage income exceeded my salary after six months in the business,” or “Our Agora Advantage business has allowed my wife to come home and be a full-time mom” also fall within the purview of “lifestyle” claims.

 

A hypothetical income claim exists when you attempt to explain the operation of the compensation plan through the use of a hypothetical example.  Certain assumptions are made regarding some or all of the following: (1) number of personally-enrolled Members and Member Advisors; (2) number of downline Members and Member Advisors; (3) average sales/purchase volume/sales volume per Member and Member Advisor; and (4) total organizational volume.  Applying these assumptions through the compensation plan yields income figures which constitute hypothetical income claims.

 

In any non-public meeting (e.g., a home meeting, one-on-one, regardless of venue) with a prospective Member Advisor or Member Advisors in which the Compensation Plan is discussed or any type of income claim is made, you must provide the prospect(s) with a copy of the IDS. In any meeting that is open to the public in which the Compensation Plan is discussed or any type of income claims is made, you must provide every prospective Member Advisor with a copy of the IDS and you must display at least one (3 foot x 5 foot poster board) in the front of the room in reasonably close proximity to the presenter(s). In any meeting in which any type of video display is utilized (e.g., monitor, television, projector, etc.) a slide of the IDS must be displayed continuously throughout the duration of any discussion of the Compensation Plan or the making of an income claim.

 

Copies of the IDS may be requested without charge via the corporate website at https://www.agoraadvantage.com/contact.

 

Member Advisors who develop sales aids and tools in which the Compensation Plan or income claims are present must incorporate the IDS into each such sales aid or tool prior to submission to the Company for review.

 

4.8 - Commercial Outlets

Member Advisors may not sell Agora Advantage products from a commercial outlet, nor may Member Advisors display or sell Agora Advantage products or literature in any retail or service establishment.  Online auction and/or sales facilitation websites, including but not limited to eBay and Craig’s List constitute Commercial Outlets, and may not be used to sell Agora Advantage products. 

 

4.9 - Trade Shows, Expositions and Other Sales Forums

      Member Advisors may display and/or sell Agora Advantage products at trade shows and professional expositions.  Before submitting a deposit to the event promoter, Member Advisors must contact the Member Advisor Services department in writing for conditional approval, as Agora Advantage’s policy is to authorize only one Agora Advantage business per event.   Final approval will be granted to the first Member Advisor who submits an official advertisement of the event, a copy of the contract signed by both the Member Advisor and the event official, and a receipt indicating that a deposit for the booth has been paid.  Approval is given only for the event specified.  Any requests to participate in future events must again be submitted to the Advisor Support department.  Agora Advantage further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its products, services, or the Agora Advantage opportunity.  Approval will not be given for swap meets, garage sales, flea markets or farmer’s markets as these events are not conducive to the professional image Agora Advantage wishes to portray.

 

4.10 - Conflicts of Interest

4.10.1 - Non-solicitation

Agora Advantage Member Advisors are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”).  However, during the term of this Agreement, Member advisors may not directly or indirectly recruit other Agora Advantage Member Advisors or Members for any other network marketing business. 

 

Following the cancellation of a Member Advisor’s Independent Member Advisor Agreement, and for a period of six calendar months thereafter, with the exception of an Member Advisor who is personally sponsored by the former Member Advisor, a former Member Advisor may not Recruit any Agora Advantage Member Advisor or Member for another network marketing business.  Member Advisors and the Company recognize that because network marketing is conducted through networks of independent contractors dispersed across the entire United States and internationally, and business is commonly conducted via the internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective.  Therefore, Member Advisors and Agora Advantage agree that this non-solicitation provision shall apply nationwide and to all international markets in which Member Advisors are located.  This provision shall survive the termination or expiration of the Member Advisor Agreement.

 

      The term “Recruit” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Agora Advantage Member Advisor or Member to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. 

 

4.10.2 - Member Advisor Participation in Other Network Marketing Programs

      If a Member Advisor is engaged in other non-Agora Advantage direct selling programs, it is the responsibility of the Member Advisor to ensure that his or her Agora Advantage business is operated entirely separate and apart from any other program.  To this end, the following must be adhered to:

 

·   Member Advisors must not sell, or attempt to sell, any competing non-Agora Advantage programs, products or services to Agora Advantage Members or Member Advisors.  Any program, product or services in the same generic categories as Agora Advantage products or services is deemed to be competing, regardless of differences in cost, quality or other distinguishing factors.

 

·   Member Advisors shall not display Agora Advantage promotional material, sales aids, products or services with or in the same location as, any non-Agora Advantage promotional material or sales aids, products or services. 

 

·   Member Advisors shall not offer the Agora Advantage opportunity, products or services to prospective or existing Members or Member Advisors in conjunction with any non-Agora Advantage program, opportunity, product or service.

 

·   Member Advisors may not offer any non-Agora Advantage opportunity, products, services or opportunity at any Agora Advantage-related meeting, seminar, convention, webinar, teleconference, or other function.

 

4.10.3 - Confidential Information

      “Confidential Information” includes, but is not limited to, downline Genealogy Reports, the identities of Agora Advantage Members and Member Advisors, contact information of Agora Advantage Members and Member Advisors, Member Advisors’ personal and group sales volumes, and Member Advisor rank and/or achievement levels.  Confidential Information is, or may be available, to Member Advisors in their respective back-offices.  Member Advisor access to such Confidential Information is password protected, and is confidential and constitutes proprietary information and business trade secrets belonging to Agora Advantage.  Such Confidential Information is provided to Member Advisors in strictest confidence and is made available to Member Advisors for the sole purpose of assisting Member Advisors in working with their respective downline organizations in the development of their Agora Advantage business.  Member Advisors may not use the reports for any purpose other than for developing their Agora Advantage business. Where a Member Advisor participates in other multi-level marketing ventures, he/she is not eligible to have access to downline Genealogy Reports.  Member Advisors should use the Confidential Information to assist, motivate, and train their downline Member Advisors. The Member Advisor and Agora Advantage agree that, but for this agreement of confidentiality and nondisclosure, Agora Advantage would not provide Confidential Information to the Member Advisor. 

 

      To protect the Confidential Information, Member Advisors shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:

 

 

The obligation not to disclose Confidential Information shall survive cancellation or termination of the Agreement, and shall remain effective and binding irrespective of whether a Member Advisor’s Agreement has been terminated, or whether the Member Advisor is or is not otherwise Member Advisor with the Company.

 

4.11 - Targeting Other Direct Sellers

      Agora Advantage does not condone Member Advisors specifically or consciously targeting the sales force of another direct sales company to sell Agora Advantage products or to become Member Advisors for Agora Advantage, nor does Agora Advantage condone Member Advisors solicitation or enticement of members of the sales force of another direct sales company to violate the terms of their contract with such other company.  Should Member Advisors engage in such activity, they bear the risk of being sued by the other direct sales company.  If any lawsuit, arbitration or mediation is brought against a Member Advisor alleging that he or she engaged in inappropriate recruiting activity of its sales force or Members, Agora Advantage will not pay any of the Member Advisor’s defense costs or legal fees, nor will Agora Advantage indemnify the Member Advisor for any judgment, award, or settlement.  

 

4.12 - Errors or Questions

If a Member Advisor has questions about or believes any errors have been made regarding commissions, bonuses, genealogy lists, or charges, the Member Advisor must notify Agora Advantage in writing within 60 days of the date of the purported error or incident in question.  Agora Advantage will not be responsible for any errors, omissions or problems not reported to the Company within 60 days.

 

4.13 - Governmental Approval or Endorsement

      Neither federal nor state regulatory agencies nor officials approve or endorse any direct selling or network marketing companies or programs.  Therefore, Member Advisors shall not represent or imply that Agora Advantage or its Compensation Plan have been "approved," "endorsed" or otherwise sanctioned by any government agency.

 

4.14 - Holding Applications or Orders

      Member Advisors must not manipulate enrollments of new applicants and purchases of products. We strongly encourage enrolling new enrollments to take place via your replicated website, however in the event of an enrollment via a paper application, all applications and Agreements, and product orders must be sent to Agora Advantage within 48 hours from the time they are signed by a Member Advisor or placed by a Member, respectively. 

 

4.15 - Income Taxes

Each Member Advisor is responsible for paying local, state/provincial, and federal taxes on any income generated as an Independent Member Advisor.  Unfortunately, we cannot provide you with any personal tax advice.  Please consult your own tax accountant, tax attorney, or other tax professional.  If a Member Advisor’s Agora Advantage business is tax exempt, the Federal tax identification number must be provided to Agora Advantage.  Every year, Agora Advantage will provide an IRS Form 1099 MISC (Non-independent contractor Compensation) earnings statement to each U.S. resident who: 1) Had earnings of over $600 in the previous calendar year; or 2) Made purchases during the previous calendar year in excess of $5,000.

 

4.16 - Independent Contractor Status

Member Advisors are independent contractors.  The agreement between Agora Advantage and its Member Advisors does not create an employer/independent contractor relationship, agency, partnership, or joint venture between the Company and the Member Advisor. Member Advisors shall not be treated as an independent contractor for his or her services or for Federal or State tax purposes.  All Member Advisors are responsible for paying local, state, and federal taxes due from all compensation earned as a Member Advisor of the Company.  The Member Advisor has no authority (expressed or implied), to bind the Company to any obligation.  Each Member Advisor shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Member Advisor Agreement, these Policies and Procedures, and applicable laws.

 

4.17 - Insurance

      You may wish to arrange insurance coverage for your business.  Your homeowner’s insurance policy does not cover business-related injuries, or the theft of or damage to inventory or business equipment.  Contact your insurance agent to make certain that your business property is protected.  This can often be accomplished with a simple “Business Pursuit” endorsement attached to your present home owner’s policy.

 

4.18 - International Marketing

      Member Advisors are authorized to sell Agora Advantage products and services, and enroll Members or Member Advisors only in the countries in which Agora Advantage is authorized to conduct business, as announced in official Company literature.  Agora Advantage products or sales aids may not be shipped into or sold in any foreign country.  Member Advisors may sell, give, transfer, or distribute Agora Advantage products or sales aids only in their home country.  In addition, no Member Advisor may, in any unauthorized country: (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential Members or Member Advisors; or (c) conduct any other activity for the purpose of selling Agora Advantage products, establishing a marketing organization, or promoting the Agora Advantage opportunity.

 

4.19 - Adherence to Laws and Ordinances

      Member Advisors shall comply with all federal, state, and local laws and regulations in the conduct of their businesses.  Many cities and counties have laws regulating certain home-based businesses.  In most cases these ordinances are not applicable to Member Advisors because of the nature of their business.  However, Member Advisors must obey those laws that do apply to them.  If a city or county official tells a Member Advisor that an ordinance applies to him or her, the Member Advisor shall be polite and cooperative, and immediately send a copy of the ordinance to the Compliance Department of Agora Advantage. 

 

4.20 - One Agora Advantage Business Per Member Advisor and Per Household

      A Member Advisor may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one Agora Advantage business.  No individual may have, operate or receive compensation from more than one Agora Advantage business.  Individuals of the same Household may not enter into or have an interest in more than one Agora Advantage Business.  A “Household” is defined as spouses, and dependent children living at or doing business at the same address.

 

      In order to maintain the integrity of the Agora Advantage Compensation Plan, husbands and wives or common-law couples (collectively “spouses”) who wish to become Agora Advantage Member Advisors must be jointly sponsored as one Agora Advantage business.  Spouses, regardless of whether one or both are signatories to the Member Advisor Application and Agreement, may not own or operate any other Agora Advantage business, either individually or jointly, nor may they participate directly or indirectly (as a shareholder, partner, trustee, trust beneficiary, or have any other legal or equitable ownership) in the ownership or management of another Agora Advantage business in any form.

 

      An exception to the one business per Member Advisor/household rule will be considered on a case by case basis if two Member Advisors marry or in cases of a Member Advisor receiving an interest in another business through inheritance.  Requests for exceptions to policy must be submitted in writing to the Advisor Support Department.

 

4.21 - Actions of Household Members or Member Advisor Parties

      If any member of a Member Advisor’s immediate household engages in any activity which, if performed by the Member Advisor, would violate any provision of the Agreement, such activity will be deemed a violation by the Member Advisor and Agora Advantage may take disciplinary action pursuant to the Statement of Policies against the Member Advisor.  Similarly, if any individual associated in any way with a corporation, partnership, LLC, trust or other entity (collectively “Business Entity”) violates the Agreement, such action(s) will be deemed a violation by the Business Entity, and Agora Advantage may take disciplinary action against the Business Entity.  Likewise, if a Member Advisor enrolls in Agora Advantage as a Business Entity, each Member Advisor Party of the Business Entity shall be personally and individually bound to, and must comply with, the terms and conditions of the Agreement.

Any attempt of “stacking” positions within the Agora Advantage business is strictly prohibited and may result in the non-renewal/termination of the position.

 

4.22 – Sequence of Enrolling Members and Member Advisors

      In order to maintain the integrity of the Agora Advantage compensation plan and the motivation of its Advisors to provide benefits to end users (Members), the company outlines and strictly enforces the following sequence which must be adhered to when enrolling a Member which also desires to join as a Member Advisor.

      In the event a principal owner of a business elects to enroll said business as a Member at Agora Advantage and also desires to join Agora Advantage himself/herself as a Member Advisor simultaneously or within a six month period, the business must first enroll as a Member siting its own Employer Identification Number (EIN). This enrollment is to be completed in accordance to these policies and procedures and the Member is to be placed into the genealogy of the Member Advisor which sought out said Member.

     After this Member enrollment is complete, the principal owner of said business may then join the Agora Advantage compensation plan as Member Advisor siting his/her own social security number or a separate entity other than the recently enrolled Member. This Advisor position may also be included in the genealogy of the original Member Advisor which enrolled the Member, however the new Advisor may not be placed above the recently enrolled Member in the genealogy. The company shall not allow a Member Advisor to enroll a business entity as a Member within his/her own sales organization of which he/she is deemed to have controlling interest over.

    The company reserves its right to make exceptions to this provision if deemed prudent by its management.

 

4.23 - Requests for Records

      Any request from a Member Advisor for copies of invoices, applications, downline activity reports, or other records will require a fee of $1.00 per page per copy.  This fee covers the expense of mailing and time required to research files and make copies of the records.

 4.24 - Sale, Transfer or Assignment of Agora Advantage Business

      Although an Agora Advantage business is a privately owned and independently operated business, the sale, transfer or assignment of an Agora Advantage business, and the sale, transfer, or assignment of an interest in a Business Entity that owns or operates an Agora Advantage business, is subject to certain limitations.  If a Member Advisor wishes to sell his or her Agora Advantage business, or interest in a Business Entity that owns or operates an Agora Advantage business, the following criteria must be met:

 

·   The selling Member Advisor must offer Agora Advantage the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer.  Agora Advantage shall have fifteen days from the date of receipt of the written offer from the seller to exercise its right of first refusal. 

·   The buyer or transferee must become a qualified Agora Advantage Member Advisor.  If the buyer is an active Agora Advantage Member Advisor, he or she must first terminate his or her Agora Advantage business and wait six calendar months before acquiring any interest in a different Agora Advantage business;

·   Before the sale, transfer or assignment can be finalized and approved by Agora Advantage, any debt obligations the selling party has with Agora Advantage must be satisfied.

·   The selling party must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign an Agora Advantage business.

 

Prior to selling an independent Agora Advantage business or Business Entity interest, the selling Member Advisor must notify Agora Advantage’s Compliance Department in writing and advise of his or her intent to sell his/her Agora Advantage business or Business Entity interest.  The selling Member Advisor must also receive written approval from the Compliance Department before proceeding with the sale.  No changes in line of sponsorship can result from the sale or transfer of an Agora Advantage business.

 

4.25 - Separation of an Agora Advantage Business

Agora Advantage Member Advisors sometimes operate their Agora Advantage businesses as husband-wife partnerships, regular partnerships, limited liability companies, corporations, trusts, or other Business Entities.  At such time as a marriage may end in divorce or a corporation, LLC, partnership, trust or other Business Entity may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship. 

 

      During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:

 

·   One of the parties may, with consent of the other(s), operate the Agora Advantage business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize Agora Advantage to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.

 

·   The parties may continue to operate the Agora Advantage business jointly on a “business-as-usual” basis, whereupon all compensation paid by Agora Advantage will be paid according to the status quo as it existed prior to the divorce filing or dissolution proceedings.  This is the default procedure if the parties do not agree on the format set forth above.

 

      Under no circumstances will the Downline Organization of divorcing spouses or a dissolving business entity be divided.  Similarly, under no circumstances will Agora Advantage split commission and bonus checks between divorcing spouses or members of dissolving entities.  Agora Advantage will recognize only one Downline Organization and will issue only one commission check per Agora Advantage business per commission cycle.  Commission checks shall always be issued to the same individual or entity. 

 

      If a former spouse has completely relinquished all rights in the original Agora Advantage business pursuant to a divorce, he or she is thereafter free to enroll under any sponsor of his or her choosing without waiting six calendar months.  In the case of business entity dissolutions, the former partner, shareholder, member, or other entity Member Advisor who retains no interest in the business must wait six calendar months from the date of the final dissolution before re-enrolling as a Member Advisor.  In either case, the former spouse or business Member Advisor shall have no rights to any Member Advisors in their former organization or to any former retail Member.  They must develop the new business in the same manner as would any other new Member Advisor.

 

4.26 - Sponsoring Online

      When sponsoring a new Member Advisor through the online enrollment process, the sponsor may assist the new applicant in filling out the enrollment materials.  However, the applicant must personally review and agree to the online application and agreement, Agora Advantage’s Policies and Procedures, and the Agora Advantage Compensation Plan.  The sponsor may not fill out the online application and agreement on behalf of the applicant and agree to these materials on behalf of the applicant.

 

4.27 - Succession

Upon the death or incapacitation of a Member Advisor, his or her business may be passed to his or her heirs.  Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper.  Accordingly, a Member Advisor should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument.  Whenever an Agora Advantage business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased Member Advisor’s marketing organization provided the following qualifications are met.  The successor(s) must:

 

·   Execute an Member Advisor Agreement;

·   Comply with terms and provisions of the Agreement;

·   Meet all of the qualifications for the deceased Member Advisor’s status;

·   The devisee must provide Agora Advantage with an “address of record” to which all bonus and commission checks will be sent;

·   If the business is bequeathed to joint devisees, they must form a business entity and acquire a Federal Taxpayer Identification Number.  Agora Advantage will issue all bonus and commission checks and one 1099 to the business entity.

 

4.27.1 - Transfer Upon Death of a Member Advisor

To effect a testamentary transfer of an Agora Advantage business, the executor of the estate must provide the following to Agora Advantage: (1) an original death certificate; (2) certified letters testamentary or a letter of administration appointing an executor; and (3) written instructions from the authorized executor to Agora Advantage specifying to whom the business and income should be transferred.

 

4.27.2 - Transfer Upon Incapacitation of a Member Advisor

To effectuate a transfer of an Agora Advantage business because of incapacity, the successor must provide the following to Agora Advantage: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer the Agora Advantage business; and (3) a completed Member Advisor Agreement executed by the trustee.

 

4.28 - Telemarketing Techniques  

The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices.  Both federal agencies (as well as a number of states) have “do not call” regulations as part of their telemarketing laws.  Although Agora Advantage does not consider Member Advisors to be “telemarketers” in the traditional sense of the word, these government regulations broadly define the term “telemarketer” and “telemarketing” so that your inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause you to violate the law.  Moreover, these regulations must not be taken lightly, as they carry significant penalties. 

 

Therefore, Member Advisors must not engage in telemarketing in the operation of their Agora Advantage businesses.  The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of an Agora Advantage product or service, or to recruit them for the Agora Advantage opportunity.  “Cold calls" made to prospective Members or Member Advisors that promote either Agora Advantage’s products or services or the Agora Advantage opportunity constitute telemarketing and are prohibited.  However, a telephone call(s) placed to a prospective Member or Member Advisor (a "prospect") is permissible under the following situations:           

  

4.29 - Back Office Access

Agora Advantage makes online back offices available to its Member Advisors.  Back offices provide Member Advisors access to confidential and proprietary information that may be used solely and exclusively to promote the development of a Member Advisor’s Agora Advantage business and to increase sales of Agora Advantage products.  However, access to a back office is a privilege, and not a right.  Agora Advantage reserves the right to deny Member Advisors’ access to the back office at its sole discretion.

 

SECTION 5 - RESPONSIBILITIES OF MEMBER ADVISORS

 

5.1 - Change of Address, Telephone, and E-Mail Addresses

To ensure timely delivery of products, support materials, commission, and tax documents, it is important that the Agora Advantage’s files are current.  Street addresses are required for shipping since UPS cannot deliver to a post office box.  Member Advisors planning to change their e-mail address or move must send their new address and telephone numbers to Agora Advantage’s Corporate Offices to the attention of the Member Advisor Services Department.  To guarantee proper delivery, two weeks advance notice must be provided to Agora Advantage on all changes or amend their contact information through their Member Advisor Back Office.

 

5.2 - Continuing Development Obligations

5.2.1 - Ongoing Training  

      Any Member Advisor who sponsors another Member Advisor into Agora Advantage must perform a bona fide assistance and training function to ensure that his or her downline is properly operating his or her Agora Advantage business.  Member Advisors must have ongoing contact and communication with the Member Advisors in their downline organizations.  Examples of such contact and communication may include, but are not limited to:  newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of downline Member Advisors to Agora Advantage meetings, training sessions, and other functions.  Upline Member Advisors are also responsible to motivate and train new Member Advisors in Agora Advantage product knowledge, effective sales techniques, the Agora Advantage Compensation Plan, and compliance with Company Policies and Procedures and applicable laws.  Communication with and the training of downline Member Advisors must not, however, violate Sections 4.1 and 4.2 (regarding the development of Member Advisor-produced sales aids and promotional materials).

 

      Member Advisors should monitor the Member Advisors in their downline organizations to guard against downline Member Advisors making improper product or business claims, violation of the Policies and Procedures, or engaging in any illegal or inappropriate conduct. 

 

5.2.2 - Increased Training Responsibilities

As Member Advisors progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of the Agora Advantage program.  They will be called upon to share this knowledge with lesser experienced Member Advisors within their organization.

 

5.2.3 - Ongoing Sales Responsibilities

Regardless of their level of achievement, Member Advisors have an ongoing obligation to continue to personally promote sales through the generation of new Members and through servicing their existing Members.

 

5.3 - Non-disparagement

Agora Advantage wants to provide its independent Member Advisors with the best products, compensation plan, and service in the industry.  Accordingly, we value your constructive criticisms and comments.  All such comments should be submitted to My2Cents@Agora Advantage. Remember, to best serve you, we must hear from you!  While Agora Advantage welcomes constructive input, negative comments and remarks made in the field by Member Advisors about the Company, its products, or compensation plan serve no purpose other than to sour the enthusiasm of other Agora Advantage Member Advisors.  For this reason, and to set the proper example for their downline, Member Advisors must not disparage, demean, or make negative remarks about Agora Advantage, other Agora Advantage Member Advisors, Agora Advantage’s products, the Marketing and Compensation plan, or Agora Advantage’s directors, officers, or independent contractors. 

 

5.4 - Providing Documentation to Applicants

Member Advisors must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are sponsoring to become Member Advisors before the applicant signs a Member Advisor Agreement, or ensure that they have online access to these materials. 

 

SECTION 6 - SALES REQUIREMENTS

 

6.1 - Product Sales

The Agora Advantage Compensation Plan is based on the sale of Agora Advantage products and services to end consumers.  Member Advisors must fulfill personal and Downline Organization retail sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement.  The following sales requirements must be satisfied for Member Advisors to be eligible for commissions:

 

Reference Agora Advantage official compensation plan available within the document library within the “Compensation Plan” section. The plan is also available here: www.agoraadvantage.com/compensation-plan

 

6.2 - No Territory Restrictions

There are no exclusive territories granted to anyone. 

 

 

SECTION 7 - BONUSES AND COMMISSIONS

 

7.1 - Bonus and Commission Qualifications and Accrual

      A Member Advisor must be active and in compliance with the Agreement to qualify for bonuses and commissions.  So long as a Member Advisor complies with the terms of the Agreement, Agora Advantage shall pay commissions to such Member Advisor in accordance with the Marketing and Compensation plan.   The minimum amount for which Agora Advantage will issue a commission is $25.00.  If a Member Advisor’s bonuses and commissions do not equal or exceed $25.00, the Company will accrue the commissions and bonuses until they total $25.00.  Payment will be issued once $25.00 has been accrued. 

 

Notwithstanding the foregoing, all commissions owed a Member Advisor, regardless of the amount accrued, will be paid at the end of each fiscal year or upon the termination of an Member Advisor’s business.

 

7.2 - Adjustment to Bonuses and Commissions

7.2.1 - Adjustments for Returned Products and Cancelled Services

      Member Advisors receive bonuses, commissions, or overrides based on the actual sales of products and services to end consumers.  When a service is cancelled or a product is returned to Agora Advantage for a refund or is repurchased by the Company, any of the following may occur at the Company’s discretion: (1) the bonuses, commissions, or overrides attributable to the returned or repurchased product(s) or cancelled service will be deducted from payments to the Member Advisor and upline Member Advisors who received bonuses, commissions, or overrides on the sales of the refunded product(s) or cancelled service, in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered; (2) the Member Advisor or upline Member Advisors who earned bonuses, commissions, or overrides based on the sale of the returned product(s) or cancelled service will have the corresponding points deducted from their Group Volume in the next month and all subsequent months until it is completely recovered; or (3) the bonuses, commissions, or overrides attributable to the returned or repurchased product(s) or cancelled service may be deducted from any refunds or credits to the Member Advisor who received the bonuses, commissions, or overrides on the sales of the refunded product(s) or cancelled service.

 

      Agora Advantage reserves the right amend the compensation plan at any time. 

 

 7.2.1.2 - Adjustments for Returned Products and Cancelled Services

Any monies paid prior to the earning of commissions are advances against commissions that can be subject to a charge-back; this includes customer refunds as well as bank issued chargebacks. If Agora Advantage does not receive and/or retain payment for the sale of its products or services sold for any reason whatsoever, then the Independent contractor agrees that any incentive compensation payments, overrides or bonuses he/she has been paid related to those sales are fully recoverable.

The Independent contractor authorizes Agora Advantage to recover such incentive compensation payments by “clawing-back” or by reducing the Independent contractors’ future salary, incentive compensation payments, overrides, or bonus payments, as allowed by applicable laws.

 

7.2.2 - Hard Copy Commission Checks

The Company pays commissions via direct deposit into Member Advisors’ bank accounts or via direct payment onto a Company provided debit card.  There is no charge for direct deposit.  A Member Advisor may also request a hard-copy.  The Company will deduct a $5.00 processing fee from each hard-copy commission check issued. 

 

7.2.3 - Tax Withholdings

      If a Member Advisor fails to submit a W-9 form, Agora Advantage will deduct the necessary withholdings from the Member Advisor’s commission checks as required by law.

 

7.3 - Reports

      All information provided by Agora Advantage in downline activity reports, including but not limited to personal and group sales volume (or any part thereof), and downline sponsoring activity is believed to be accurate and reliable.  Nevertheless, due to various factors including but not limited to the inherent possibility of human, digital, and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments; returned products; credit card and electronic check charge-backs; the information is not guaranteed by Agora Advantage or any persons creating or transmitting the information.

 

      ALL PERSONAL AND GROUP SALES VOLUME INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER.  IN PARTICULAR BUT WITHOUT LIMITATION THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.

 

      TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AGORA ADVANTAGE AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY MEMBER ADVISOR OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND/OR GROUP SALES VOLUME INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES, OR COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF AGORA ADVANTAGE OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE FULLEST EXTENT PERMITTED BY LAW, AGORA ADVANTAGE OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.

 

      Access to and use of Agora Advantage’ online and telephone reporting services and your reliance upon such information is at your own risk.  All such information is provided to you "as is".  If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to Agora Advantage’ online and telephone reporting services and your reliance upon the information.

 

SECTION 8 - PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE

 

8.1 - Product Guarantee, Warranty, and Rescission

Federal and state law requires that Member Advisors notify their retail Members that they have three business days (5 business days for Alaska residents.  Saturday is a business day, Sundays and legal holidays are not business days) within which to cancel their purchase and receive a full refund upon return of the products in substantially as good condition as when they were delivered.  Member Advisors MUST verbally inform their Members of this right, they MUST provide their Members with TWO copies of a retail receipt at the time of the sale, and MUST point out this cancellation right stated on the receipt. 

      Agora Advantage offers a 100% 10 day money-back satisfaction guarantee (less shipping charges) to all Members, retail Members, and Member Advisors. Products shipped directly to the Member by the Company must be returned to the Company and a refund will be issued to the Member by the Company. 

 

8.1.1 - Montana Residents

A Montana resident may cancel his or her Member Advisor Agreement within 15 days from the date of enrollment, and may return his or her Business Kit for a full refund within such time period.

 

8.2 - Procedures for All Returns

      The following procedures apply to all returns for refund, repurchase, or exchange:

 

·   All merchandise must be returned by the Member Advisor or Member who purchased it directly from Agora Advantage. 

 

·   All products to be returned must have a Return Authorization Number which is obtained by calling the Member Advisor Services Department.  This Return Authorization Number must be written on all materials that are returned.

 

·   The return is accompanied by:

 

o   The original packing slip with the completed and signed Consumer Return information;

o   the unused portion of the product in its original container.

 

·   Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned for replacement, and the best and most economical means of shipping is suggested.  All returns must be shipped to Agora Advantage shipping pre-paid.  Agora Advantage does not accept shipping-collect packages.  The risk of loss in shipping for returned product shall be on the Member Advisor.  If returned product is not received by the Company’s Distribution Center, it is the responsibility of the Member Advisor to trace the shipment.

 

·   If a Member Advisor is returning merchandise to Agora Advantage that was returned to him or her by a personal retail Member, the product must be received by Agora Advantage within ten (10) days from the date on which the retail Member returned the merchandise to the Member Advisor, and must be accompanied by the sales receipt the Member Advisor gave to the Member at the time of the sale.

 

No refund or replacement of product will be made if the conditions of these rules are not met.

SECTION 9 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

 

9.1 - Disciplinary Sanctions

            Violation of the Agreement, these Policies and Procedures, violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Member Advisor that, in the sole discretion of the Company may damage its reputation or goodwill (such damaging act or omission need not be related to the Member Advisor’s Agora Advantage business), may result, at Agora Advantage's discretion, in one or more of the following corrective measures:

 

·   Issuance of a written warning or admonition;

·   Requiring the Member Advisor to take immediate corrective measures;

·   Imposition of a fine, which may be withheld from bonus and commission checks;

·   Loss of rights to one or more bonus and commission checks;

·    Agora Advantage may withhold from a Member Advisor all or part of the Member Advisor’s bonuses and commissions during the period that Agora Advantage is investigating any conduct allegedly violative of the Agreement.  If a Member Advisor’s business is canceled for disciplinary reasons, the Member Advisor will not be entitled to recover any commissions withheld during the investigation period;

·Suspension of the individual’s Member Advisor Agreement for one or more pay periods;

·Permanent or temporary loss of, or reduction in, the current and/or lifetime rank of an Member advisor (which may subsequently be re-earned by the Member Advisor);

·Transfer or removal of some or all of an Member Advisor’s downline Member Advisors from the offending Member Advisor’s downline organization.

·Involuntary termination of the offender’s Member Advisor Agreement;

·Suspension and/or termination of the offending Member Advisor’s Agora Advantage website or website access;

·Any other measure expressly allowed within any provision of the Agreement or which Agora Advantage deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Member Advisor’s policy violation or contractual breach;

·In situations deemed appropriate by Agora Advantage, the Company may institute legal proceedings for monetary and/or equitable relief.

 

9.2 - Grievances and Complaints

When a Member Advisor has a grievance or complaint with another Member Advisor regarding any practice or conduct in relationship to their respective Agora Advantage businesses, the complaining Member Advisor should first report the problem to his or her Sponsor who should review the matter and try to resolve it with the other party's upline sponsor.  If the matter involves interpretation or violation of Company policy, it must be reported in writing to the Member Advisor Services Department at the Company.  The Member Advisor Support Department will review the facts and attempt to resolve it. 

 

9.3 -  Mediation

Prior to instituting an arbitration, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating to the Agreement through non-binding mediation.  One individual who is mutually acceptable to the parties shall be appointed as mediator.  The mediation shall occur within 60 days from the date on which the mediator is appointed.  The mediator’s fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties.  Each party shall pay its portion of the anticipated shared fees and costs at least 10 days in advance of the mediation.  Each party shall pay its own attorneys’ fees, costs, and individual expenses associated with conducting and attending the mediation.  Mediation shall be held in the City of Fremont, California, and shall last no more than two business days. 

 

9.4 - Arbitration

      If mediation is unsuccessful, any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration.  The Parties waive all rights to trial by jury or to any court.  The arbitration shall be filed with, and administered by, the American Arbitration Association (“AAA”) or JAMS Endispute (“JAMS”) under their respective rules and procedures.  The Commercial Arbitration Rules and Mediation Procedures of the AAA are available on the AAA’s website at www.adr.org.  The Streamlined Arbitration Rules & Procedures are available on the JAMS website at www.jamsadr.com.  Copies of AAA’s Commercial Arbitration Rules and Mediation Procedures or JAM’s Streamlined Arbitration Rules & Procedures will also be emailed to Member Advisors upon request to Agora Advantage’s Legal Department.   

Notwithstanding the rules of the AAA or JAMS, the following shall apply to all Arbitration actions:

      All arbitration proceedings shall be held in Folsom, California.  There shall be one arbitrator selected from the panel that the Alternate Dispute Resolution service provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees.  The arbitration shall occur within 180 days from the date on which the arbitration is filed, and shall last no more than five business days.  The parties shall be allotted equal time to present their respective cases.  The decision of the arbitrator shall be final and binding on the parties and may if necessary, be reduced to a judgment in any court of competent jurisdiction.  This agreement to arbitrate shall survive the cancellation or termination of the Agreement. 

 

      The parties and the arbitrator shall maintain the confidentiality of the entire arbitration process and shall not disclose to any person not directly involved in the arbitration process:

 

·The substance of, or basis for, the controversy, dispute, or claim;

·The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration;

·The terms or amount of any arbitration award;

·The rulings of the arbitrator on the procedural and/or substantive issues involved in the case.

 

      Notwithstanding the foregoing, nothing in these Policies and Procedures shall prevent either party from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect its intellectual property rights, and/or to enforce its rights under the non-solicitation provision of the Agreement.  

 

9.5 -  Governing Law, Jurisdiction and Venue

Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Clark County, State of Nevada.  The Federal Arbitration Act shall govern all matters relating to arbitration.  The law of the State of California shall govern all other matters relating to or arising from the Agreement.  

 

9.5.1 - Louisiana Residents

      Notwithstanding the foregoing, and the arbitration provision in Section 9.4, residents of the State of Louisiana shall be entitled to bring an action against Agora Advantage in their home forum and pursuant to Louisiana law. 

 

SECTION 10 - PAYMENTS

 

10.1 - Returned Checks

      All checks returned by a Member Advisor’s bank for insufficient funds will be re-submitted for payment.  A $25.00 returned check fee will be charged to the account of the Member Advisor.  After receiving a returned check from a Member or an Member advisor, all future orders must be paid by Credit Card, money order or cashier’s check.  Any outstanding balance owed to Agora Advantage by an Member Advisor for NSF checks and returned check fees will be withheld from subsequent bonus and commission checks.

 

10.2 - Sales Taxes

      Agora Advantage is required to charge sales taxes on all purchases made by Member Advisors and Members, and remit the taxes charged to the respective states.  Accordingly, Agora Advantage will collect and remit sales taxes on behalf of Member Advisors, based on the suggested retail price of the products, according to applicable tax rates in the state or province to which the shipment is destined.  If a Member Advisor has submitted, and Agora Advantage has accepted, a current Sales Tax Exemption Certificate and Sales Tax Registration License, sales taxes will not be added to the invoice and the responsibility of collecting and remitting sales taxes to the appropriate authorities shall be on the Member Advisor.  Exemption from the payment of sales tax is applicable only to orders which are shipped to a state for which the proper tax exemption papers have been filed and accepted.  Applicable sales taxes will be charged on orders that are drop-shipped to another state.  Any sales tax exemption accepted by Agora Advantage is not retroactive.

 

SECTION 11 - INACTIVITY, RECLASSIFICATION, AND CANCELLATION

 

11.1 - Effect of Cancellation

     So long as a Member Advisor remains active and complies with the terms of the Member Advisor Agreement and these Policies and Procedures, Agora Advantage shall pay commissions to such Member Advisor in accordance with the Compensation Plan.  A Member Advisor’s bonuses and commissions constitute the entire consideration for the Member Advisor's efforts in generating sales and all activities related to generating sales (including building a downline organization).  Following a Member Advisor’s non-renewal of his or her Member Advisor Agreement, cancellation for inactivity, or voluntary or involuntary cancellation of his or her Member Advisor Agreement (all of these methods are collectively referred to as “cancellation”), the former Member Advisor shall have no right, title, claim or interest to the marketing organization which he or she operated, or any commission or bonus from the sales generated by the organization.  An Member advisor whose business is cancelled will lose all rights as a Member Advisor.  This includes the right to sell Agora Advantage products and services and the right to receive future commissions, bonuses, or other income resulting from the sales and other activities of the Member Advisor’s former downline sales organization.  In the event of cancellation, Member Advisors agree to waive all rights they may have, including but not limited to property rights, to their former downline organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former downline organization.

 

      Following a Member Advisor’s cancellation of his or her Member Advisor Agreement, the former Member Advisor shall not hold himself or herself out as an Agora Advantage Member Advisor and shall not have the right to sell Agora Advantage products or services.  A Member Advisor whose business is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary termination).

 

11.2 - Cancellation Due to Inactivity

 

11.2.1 - Failure to Meet PV Quota

      If a Member Advisor fails to personally generate at least 1 non-member Advisor member for 12 consecutive months, his or her Member Advisor Agreement shall be canceled for inactivity.  

 

11.2.2 -  Failure to Pay Website Fees

If a Member Advisor fails to pay his/her replicated website fees, he/she will be inactive and not eligible to earn commissions that month.  If replicated website fees are not paid for three consecutive months, the Member Advisor may be cancelled for inactivity.

11.2.3 - Failure to Earn Commissions

      If a Member Advisor has not earned a commission for six consecutive months (and thus become “inactive”), his or her Member Advisor Agreement may be canceled for inactivity. 

 

11.2.4 - Reclassification Following Cancellation Due to Inactivity

      If a Member Advisor is cancelled for inactivity, his or her Member Advisor Agreement will be cancelled for inactivity.  If he or she is on the Company’s wrap-around program, the original compensation agreement shall remain in force. 

 

11.3 - Involuntary Cancellation

      A Member Advisor’s violation of any of the terms of the Agreement, including any amendments that may be made by Agora Advantage in its sole discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary cancellation of his or her Member Advisor Agreement.  Cancellation shall be effective on the date on which written notice is mailed, emailed, faxed, or delivered to an express courier, to the Member Advisor’s last known address, email address, or fax number, or to his/her attorney, or when the Member Advisor receives actual notice of cancellation, whichever occurs first.

 

            Agora Advantage reserves the right to terminate all Member Advisor Agreements upon thirty (30) days written notice in the event that it elects to: (1) cease business operations; (2) dissolve as a corporate entity; or (3) terminate distribution of its products via direct selling.

 

11.4 - Voluntary Cancellation

      A participant in this network marketing plan has a right to cancel at any time, regardless of reason.  Cancellation must be submitted in writing to the Company at its principal business address. The written notice must include the Member Advisor’s signature, printed name, address, and Member Advisor I.D. Number. 

 

      In addition to written cancellation, Member Advisors who have consented to Electronic Contracting will cancel their Member Advisor Agreement should they withdraw their consent to contract electronically. 

 

11.5 - Non-renewal

A Member Advisor may also voluntarily cancel his or her Member Advisor Agreement by failing to renew the Agreement on its anniversary date or by failing to pay his/her annual renewal fee.   The Company may also elect not to renew an Member Advisor's Agreement upon its anniversary date.

 

11.6 - Exceptions to Activity Requirements

 

11.6.1 - Maternity. 

      A pregnant Member Advisor shall be exempt from meeting her Personal production quotas for a period of four months following the birth of a child. 

 

11.6.2 - Military Deployment. 

Military personnel shall be exempt from meeting their Personal production quota for the duration of the deployment and one full calendar month thereafter while deployed into a foreign country.

 

SECTION 12 - DEFINITIONS

 AHC — Automated Clearing House- electronic crediting and debiting of funds.

Active Member — A Member who purchases Agora Advantage products and whose account current for payment.

Active Member Advisor — A Member advisor who satisfies the minimum Personal Sales production requirements, as set forth in the Agora Advantage Compensation Plan, to ensure that he or she is eligible to receive bonuses and commissions.

 

Active Rank — The term “active rank” refers to the current rank of a Member Advisor, as determined by the Agora Advantage Compensation Plan, for any pay period.  To be considered “active” relative to a particular rank, a Member Advisor must meet the criteria set forth in the Agora Advantage Compensation Plan for his or her respective rank.  (See the definition of “Rank” below.)

  

Agreement - The contract between the Company and each Member Advisor includes the Member Advisor Application and Agreement, the Agora Advantage Policies and Procedures, the Agora Advantage Compensation Plan, and the Business Entity Form (where appropriate), all in their current form and as amended by Agora Advantage in its sole discretion.  These documents are collectively referred to as the “Agreement.”

 

Business Kit — A selection of Agora Advantage training materials and business support literature, and/or Member advisor replicated website that each new Independent Marketing Member Advisor is required to purchase. 

 

Cancel — The termination of a Member Advisor’s business.  Cancellation may be either voluntary, involuntary, through non-renewal or inactivity.

 

Downline Leg — Each one of the individuals enrolled immediately underneath you and their respective marketing organizations represents one “leg” in your marketing organization.



Genealogy — A group of Members and/or Member Advisors which are enrolled as such in the Agora Advantage business. This group is comprised of all parties which have been enrolled by or placed into an individual sales organization.

 

Household - Spouses, heads-of-household, and dependent family members residing in the same residence.

 

Immediate Household — Spouses, heads-of-household, and dependent family members residing in the same residence.

 

Level — The layers of downline Members and Member Advisors in a particular Member Advisor’s Marketing Organization.  This term refers to the relationship of a Member Advisor relative to a particular upline Member Advisor, determined by the number of Member Advisors between them who are related by sponsorship.  For example, if A sponsors B, who sponsors C, who sponsors D, who sponsors E, then E is on A’s fourth level.

 

Member Advisor — An individual or entity which holds a position in the Agora Advantage compensation plan with a rank of Referral Advisor, Member Advisor, Certified Member Advisor, Vendor Ambassador or any other variety of the above or additional classification whose role is discuss Agora Advantage with prospective Members otherwise classified as

 

Member Advisor Party — A shareholder, member, partner, manager, trustee, or other parties with any ownership interest in, or management responsibilities for, a position in the Agora Advantage compensation plan.

 

Marketing Organization — The Members and Member Advisors sponsored up to infinite levels and infinite generations below a particular Member Advisor, depending on the Member Advisor’s rank qualification.

 

Non-Member Advisor Member — A member which is not also a Member Advisor.

 

Official Agora Advantage Material — Literature, audio or video presentations, websites, and other materials developed, printed, published and/or distributed by Agora Advantage to Member Advisors.

 

Personal Production — Moving Agora Advantage products or services to an end consumer for actual use.

 Personal production— The commissionable value of services and products purchased by the Member Advisor’s personal Members (those which were directly enrolled by the Member Advisor) who purchase from the Member Advisor’s Agora Advantage replicated website or use any of the Agora Advantage products or services.

 

Rank — The “title” that a Member Advisor holds pursuant to the Agora Advantage Compensation Plan.  “Title Rank” refers to the highest rank a Member Advisor has achieved in the Agora Advantage compensation plan at any time.  “Paid As” rank refers to the rank at which a Member Advisor is qualified to earn commissions and bonuses during the current pay period.

 

Recruit  — For purposes of Agora Advantage’s Conflict of Interest Policy (Section 4.10), the term “Recruit” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Agora Advantage Member Advisor or Member to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity.

 

Replicated Website – A website provided by Agora Advantage to Member Advisors which utilizes website templates developed by Agora Advantage.

 

Resalable — Products and Sales aids shall be deemed "resalable" if each of the following elements is satisfied: 1) they are unopened and unused; 2) packaging and labeling has not been altered or damaged; 3) they are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; 4) it is returned to Agora Advantage within one year from the date of purchase.  Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be resalable.

 

Retail Member – An individual who or entity that purchases Agora Advantage products or services from Agora Advantage or via a Member Advisors replicated website, but who is not a Member Advisor, or an immediate household family member of a Member Advisor. 

 

Retail Sales – Sales to a Retail Member. 

 

Social Media - Any type of online media that invites, expedites or permits conversation, comment, rating, and/or user generated content, as opposed to traditional media, which delivers content but does not allow readers/viewers/listeners to participate in the creation or development of content, or the comment or response to content.  Examples of Social Media include, but are not limited to, blogs, chat rooms, Facebook, MySpace, Twitter, LinkedIn, Google+, and YouTube. 

 

Sponsor — A Member Advisor who enrolls a Member or another Member Advisor into the Company, and is listed as the Sponsor on the Member Advisor Application and Agreement.  The act of enrolling others and training them to become Member Advisors is called “sponsoring.”

 

Upline — This term refers to the Member Advisor or Member Advisors above a particular Member Advisor in a sponsorship line up to the Company.  Conversely stated, it is the line of sponsors that links any particular Member Advisor to the Company.