Vipiam Policies and Compensation Plan governing U.S. Independent Member ("IM") are described below. Please review the entire document to fully understand the Policies and Compensation. The Founders and Management Team of Vipiam believe in leadership by example and creating a friends and family environment, which consist of the people we are about the most. Vipiam has a strong emphasis on integrity and the success of its distributors. The corporate management team is committed to supporting its customers and IMs in giving them quality service and commission pay­ments in a timely manner. Vipiam's goal is to give each IM the best opportunity to develop a successful business. Vipiam will not exclude anyone from this great opportunity based on race, age, sex, national origin, religion, disability or any other similar grounds prescribed or otherwise prohibited by law.

INTRODUCTION

Policies and Compensation Plan Incorporated into IM Agreement

These Policies and Procedures, in their present form and as amended at the sole discretion of Vipiam (hereafter "Vipiam" or the "Company"), are incorporated into, and form an integral part of, the Vipiam Independent Member ("IM") Agreement. Throughout these Policies, when the term "Agreement" is used, it collectively refers to the Vipiam IM Application and Agreement, these Policies and Procedures, the Vipiam Marketing and Compensation Plan and the Vipiam Business Entity Application (if applicable). These documents are incorporated by reference into the Vipiam IM Agreement (all in their current form and as amended by Vipiam).

SECTION 1 - Changes to the Agreement

Vipiam reserves the right to amend the Agreement and its prices in its sole and absolute discretion. Modifications or amendments made shall benefit the IMs and preserve the ability of Vipiam to remain competitive and a great opportunity. By signing the IM Agreement, an IM agrees to abide by all amendments or modifications that Vipiam elects to make. Amendments shall be effective thirty (30) days after publication of notice that the Agreement has been modified. Notification of amendments shall be published by one or more of the following methods: (1) posting on the Company's official Web site; (2) electronic mail (e-mail); (3) inclusion in Company periodicals or (4) special mailings. The continuation of an IM's Vipiam business or an IM's acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

  • 1.1 - Policies and Provisions Severable

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

  • 1.2 - 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 Vipiam to exercise any right or power under the Agreement or to insist upon strict compliance by an IM 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 Vipiam's right to demand exact compliance with the Agreement. The existence of any claim or cause of action of an IM against Vipiam shall not constitute a defense to Vipiam's enforcement of any term or provision of the Agreement.

SECTION 2 - BECOMING AN IM : (Requirements to Become an IM)

To become a Vipiam IM, each applicant must:

  • Be of the age of majority in his or her state of residence; In the event that an IM wishes to assist a minor until the date they are eligible to participate, the membership must reside in their name in trust for the minor.
  • Reside in the United States or U.S. Territories or country that Vipiam has officially announced is open for business;
  • Have a valid Social Security or Federal Tax ID number; if the IM resides in the United States.
  • Purchase a Vipiam Starter Kit (optional in North Dakota);
  • Submit a properly completed IM Application and Agreement to Vipiam either in hard copy or online format;
  • Submit the effective enrollment and hosting fee and purchase a Party Connection device.
  • Applicants must have a dedicated telephone landline and high-speed internet access.
  • Submit a properly completed IRS form W-9.

  • 2.1 - IM Benefits

    Once an IM Application and Agreement has been accepted by Vipiam the benefits of the Marketing and Compensation Plan and the IM Agreement are available to the new IM. These benefits include the right to:

    • Sell Vipiam products and services;
    • Participate in the Vipiam Marketing and Compensation Plan (receive bonuses and commissions, if eligible);
    • Sponsor other individuals as Customers or IMs into the Vipiam business and thereby, build a marketing organization and progress through the Vipiam Marketing and Compensation Plan;
    • Receive periodic Vipiam literature and other Vipiam communications;
    • Participate in Vipiam-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 Vipiam for its IMs.

  • 2.2 - Term and Renewal of Your Vipiam Business

    The term of the IM Agreement is one (1) year from the date of its acceptance by Vipiam. IMs must renew their IM Agreement each year by paying an annual renewal fee on or before the anniversary date of their IM Agreement. If the renewal fee is not paid within thirty (30) days after the expiration of the current term of the IM Agreement, the IM Agreement will be canceled. IMs may elect to utilize the Automatic Renewal Program ("ARP"). Under the ARP, the renewal fee will be charged to the IM's credit card on file with the Company.

SECTION 3 - OPERATING A Vipiam BUSINESS

  • 3.1 - Adherence to the Vipiam Marketing and Compensation Plan

    IMs must adhere to the terms of the Vipiam Marketing and Compensation Plan as set forth in official Vipiam literature. IMs shall not offer the Vipiam opportunity through, or in combination with, any other system, program or method of marketing other than that specifically set forth in official Vipiam literature. IMs shall not require or encourage other current or prospective Customers or IMs to execute any agreement other than official Vipiam agreements in order to become a Vipiam IM. Similarly, IMs shall not require or encourage other current or prospective Customers or IMs to make any purchase from, or payment to, any individual or other entity to participate in the Vipiam Marketing and Compensation Plan other than those identified in official Vipiam literature.

  • 3.2 - -Advertising

    • 3.2.1 General

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

      To promote both the products and services, and the business Vipiam offers, IMs must use only official Company materials. IMs may not produce their own literature, advertisements, sales tools and promotional materials, or Internet Web pages, unless approved by Vipiam Marketing Department. Please refer to the IM Independent Marketing Application "IMA".

    • 3.2.2 - IM Web sites

      If an IM desires to utilize an Internet Web page to promote his or her business, he or she may do so through the Company's official web site templates.

    • 3.2.3 - Trademarks and Copyrights

      Vipiam will not allow the use of its trade names, trademarks, designs or symbols by any person, including Vipiam IMs, without its prior, written permission. IMs may not produce for sale or distribution any recorded Company events and speeches without written permission from Vipiam, nor may IMs reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations. IMs may not use or attempt to register any of Vipiam's trade names, trademarks, service names, service marks, product names, the Company's name or any derivative thereof, for any Internet domain name, without he express written consent of Vipiam Inc.

    • 3.2.4 - Media and Media Inquiries

      IMs may not respond to media inquiries regarding Vipiam, its products or services or their independent Vipiam business. All inquiries by any type must be immediately referred to Vipiam's Marketing Department.

    • 3.2.5 - Unsolicited Email

      IMs shall not use mass email (spam) as a means of promoting their businesses. IMs may send email to prospective customers and IMs only if they have a personal or business relationship with such individual or if they have received permission from the recipient to send them an email relating to the Vipiam products or program.

    • 3.2.6 - Unsolicited Faxes

      Except as provided in this section, IMs may not transmit unsolicited faxes or use an automatic telephone dialing system to promote their Vipiam businesses. The term "automatic telephone dialing system" means equipment which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator and (b) to dial such numbers. The term "unsolicited faxes" means the transmission via telephone facsimile of any material or information advertising or promoting Vipiam, 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 or e-mail: (a) to any person with that person's prior express invitation or permission or (b) to any person with whom the IM has an established business or personal relationship. The term "established business or personal relationship" means a prior or existing relationship formed by a voluntary two-way communication between an IM and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such IM or (b) a personal or familial relationship that has not been previously terminated by either party.

    • 3.2.7 - Telephone Book Listings

      IMs may list themselves as an "Independent Vipiam Member" in the white or yellow pages of the telephone directory under their own name as follows:

      • M's Name - Independent Vipiam Member
      • No IM may place telephone directory display ads using Vipiam's name or logo. IMs may not answer the telephone by saying "Vipiam", "Vipiam Incorporated" or in any other manner that would lead the caller to believe that he or she has reached the corporate offices of Vipiam.

  • 3.3 - Business Entities

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

    If any Affiliated Party wants to terminate his or her relationship with the Business Entity or Vipiam, the Affiliated Party must terminate his or her affiliation with the Business Entity, notify Vipiam in writing that he or she has terminated his or her affiliation with the Business Entity, and must comply with the provisions of Section 3.17. In addition, the Affiliated Party foregoing their interest in the Business Entity may not participate in any other Vipiam business for six (6) consecutive months in accordance with Section 3.4. If the Business Entity wishes to bring on any new Affiliated Party, it must adhere to the requirements of Section 3.17. Please refer to our refund policy on our official Vipiam web-site.

    The modifications permitted within the scope of this paragraph do not include a change of sponsorship. Changes of sponsorship are addressed in Section 3.4, below. There is a $25.00 fee for each change requested, which must be included with the written request and the completed IM Application and Agreement.

  • 3.4 - Change of Sponsor

    An IM may legitimately change organizations by voluntarily canceling his or her Vipiam business and remaining inactive (i.e., no purchases of products for resale, no sales of products, no sponsoring, no attendance at any Vipiam functions, or operation of any other Vipiam business) for six (6) full calendar months. Following the six calendar-month period of inactivity, the former IM may reapply under a new sponsor, however, the former IM's downline will remain in their original line of sponsorship.

    In cases wherein the appropriate sponsorship change procedures have not been followed, and a downline organization has been developed in the second business developed by an IM, Vipiam reserves the sole and exclusive right to determine the final disposition of the downline organization.

    Due to the difficulty in resolving conflicts over the proper placement of a downline that has developed under an organization that has improperly switched sponsors, IMS WAIVE ANY AND ALL CLAIMS AGAINST Vipiam, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES AND AGENTS THAT RELATE TO OR ARISE FROM Vipiam'S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW AN ORGANIZATION THAT HAS IMPROPERLY CHANGED LINES OF SPONSORSHIP.

    • 3.4.1 - Product Claims

      No claims (that include personal testimonials) as to beneficial properties of any products or services offered by Vipiam may be made except those contained in official Vipiam literature.

    • 3.4.2 - Income Claims

      Vipiam IMs shall make no income claims except those contained in official Vipiam literature. IM, when presenting or discussing the Vipiam opportunity or Marketing and Compensation Plan, should not make income claims or disclose his or her Vipiam income (including the showing of checks, copies of checks, bank statements or tax records) as they may seem misleading without all the details.

  • 3.5 - Commercial Outlets

    IMs may only sell Vipiam products at commercial outlets that are corporate produced and may display or sell Vipiam products and literature at any retail or service establishment. Notwithstanding the foregoing, Vipiam products may be sold through the office of approved IM retail distributor. Please refer to the IM Retail Distributor Application "RDA".

  • 3.6 - Conflicts of Interest

    • 3.6.1 - Nonsolicitation

      Vipiam IMs 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, IMs may not directly or indirectly recruit other Vipiam IMs or Customers for any other network marketing business.

      Following the cancellation of an IM's independent IM Agreement, and for a period of six (6) calendar months thereafter, with the exception of an IM who is personally sponsored by the former IM, a former IM may not recruit any Vipiam IM or Customer for another network marketing business. IMs recognize that 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, any effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, IMs agree that this non-solicitation provision shall apply to all markets in which Vipiam conducts business.

      The term "recruit" means the actual or attempted sponsorship, solicitation, enrollment, encouragement or effort to influence in any other way, either directly, indirectly or through a third party, another Vipiam IM or Customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity.

    • 3.6.2 - Sale of Competing Goods or Services

      IMs must not sell, or attempt to sell, any competing non-Vipiam programs, products or services to Vipiam Customers or IMs. Any program, product or service in the same generic categories as Vipiam products or services is deemed to be competing, regardless of differences in cost, quality or other distinguishing factors.

    • 3.6.3 - IM Participation in Other Direct Selling Programs

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

      • IMs shall not display Vipiam materials products or services with or in the same location as any non-Vipiam materials, products or services.
      • IMs shall not offer the Vipiam opportunity, products or services in conjunction with any non-Vipiam program, opportunity, product or service.

    • 3.6.4 - Downline Activity (Genealogy) Reports

      Downline Activity Reports are available for IM access and viewing in the back office of their Web site. IM access to their back office is password protected. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to Vipiam. Downline Activity Reports are provided to IMs in strictest confidence and are made available to IMs for the sole purpose of assisting IMs in working with their respective Downline Organizations in the development of their Vipiam business. IMs should use their Downline Activity Reports to assist, motivate and train their downline IMs. The IM and Vipiam agree that, except for this agreement of confidentiality and nondisclosure, Vipiam would not provide Downline Activity Reports to the IM. An IM shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:

      • Directly or indirectly disclose any information contained in any Downline Activity Report to any third party;
      • Directly or indirectly disclose the password to his or her back office;
      • Use the Reports for any purpose other than promoting their Vipiam business;
      • Recruit or solicit any IM or Customer of Vipiam listed on any report, or in any manner attempt to influence or induce any IM or Customer of Vipiam to alter their business relationship with Vipiam; or
      • Use or disclose to any person or entity any information contained in any Report.

  • 3.7 - Errors or Questions

    If an IM has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports or charges, the IM must notify Vipiam in writing within 60 days of the date of the purported error or incident in question. Vipiam will not be responsible for any errors, omissions or problems not reported to the Company within 60 days.

  • 3.8 - Governmental Approval or Endorsement

    Neither federal nor state regulatory agencies approve any direct selling or network marketing programs. Therefore, IMs shall not represent that Vipiam or its Marketing and Compensation Plan have been "approved" or sanctioned by any government agency.

  • 3.9 - Holding Applications or Orders

    IMs may not manipulate enrollments of IMs or product purchases. All IM Applications and Agreements and product orders must be sent to Vipiam within 72 hours from the time they are signed by an IM or placed by a customer, respectively.

  • 3.10 - Independent Contractor Status

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

  • 3.11 - International Marketing

    IMs are authorized to sell Vipiam products and enroll Customers or IMs in the countries in which Vipiam is authorized to conduct business, as announced in official Company literature. IMs may sell, give, transfer or distribute Vipiam products or sales aids only in their home country. No IM may, in any unauthorized country: (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential customers or IMs; or (c) conduct any other activity for the purpose of selling Vipiam products, establishing a marketing organization or promoting the Vipiam opportunity.

  • 3.12 - Excess Product Purchases and Bonus Buying

    IMs must never purchase more products than they can reasonably use or sell to retail customers in a month and must not influence or attempt to influence any other IM to buy more products than they can reasonably use or sell to retail customers in a month.

    Bonus buying is strictly prohibited. Bonus buying includes any mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions or bonuses that is not driven by bona fide product purchases by end user consumers.

  • 3.13 - Adherence to Laws and Ordinances

    IMs 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. IMs must obey those laws that do apply to them. If a city or county official tells an IM that an ordinance applies to him or her, the IM shall cooperate fully and immediately send a copy of the ordinance to the Compliance Department of Vipiam.

  • 3.14 - One Vipiam Business Per IM

    An IM may operate or have an ownership interest in only one Vipiam business. No individual may have, operate or receive compensation from more than one Vipiam business.

  • 3.15 - Sale, Transfer or Assignment of Vipiam Business

    A Vipiam business is freely transferable subject to certain limitations. If an IM wishes to sell his or her Vipiam business, or interest in a Business Entity that owns or operates a Vipiam business, the following criteria must be met:

    • The selling Distributor must offer Vipiam the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer. Vipiam shall have fifteen (15) days from the date of receipt of the written offer from the seller to exercise its right of first refusal.
    • The buyer or transferee must become a qualified Vipiam IM;
    • Any debt obligations the selling party has with Vipiam must be satisfied.
    • The selling party must be in good standing and not in violation of any of the terms of the Agreement.
    • The selling party must notify Vipiam's Compliance Department in writing of his or her intent to sell, and Vipiam issue an approval before proceeding with the sale.

  • 3.16 - Separation of a Vipiam Business

    Vipiam IMs sometimes operate their Vipiam businesses as husband-wife partnerships, regular partnerships, LLCs, 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 operate the Vipiam business pursuant to an assignment in writing whereby the relinquishing party authorizes Vipiam to deal directly and solely with the other non-relinquishing party.
    • The parties may continue to operate the Vipiam business jointly on a "business-as-usual" basis, whereupon all compensation paid by Vipiam will be paid according to the status quo.
    • Under no circumstances will the Downline Organization of divorcing spouses or a dissolving business entity be divided or will Vipiam split commission and bonus payments.

  • 3.17 - Succession

    Upon the death or incapacitation of an IM, 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. The successor(s) must execute an IM Agreement and meet all of the qualifications for the deceased IM's status.

  • 3.18 - Telemarketing Techniques

    Federal agencies (as well as a number of states) have "do not call" regulations as part of their telemarketing laws. These government regulations broadly define the term "telemarketer" and "telemarketing" so that an IM's inadvertent action of calling someone whose telephone number is listed on the federal "do not call" registry could cause him or her to violate the law. These regulations must not be taken lightly, as they carry significant penalties (up to $11,000.00 per violation). IMs must comply with all federal and state telemarketing laws.

SECTION 4 -RESPONSIBILITIES OF IMS

  • 4.1 - Change of Address, Telephone and E-Mail Addresses

    IMs must ensure that Vipiam's files are current. IMs must amend their contact information through their IM Back Office as necessary. IMs and customers will be charged shipping fees for orders that are shipped to an incorrect or outdated address provided to Vipiam.

  • 4.2 - Continuing Development Obligations

    • 4.2.1 - Ongoing Training

      Any IM who sponsors another IM into Vipiam must perform a bona fide assistance and training function to ensure that his or her downline is properly operating his or her Vipiam business. IMs must have ongoing contact and communication with the IMs in their Downline Organizations. Examples of such contact and communication may include, but are not limited to: written correspondence, personal meetings, telephone contact, electronic mail and participation in Vipiam meetings. Upline IMs are also responsible to motivate and train new IMs in Vipiam product knowledge, effective sales techniques, and the Vipiam Marketing and Compensation Plan.

    • 4.2.2 - Ongoing Sales Responsibilities

      IMs have an ongoing obligation to continue to personally promote sales through the generation of new customers and through servicing their existing customers. IM's also have personal volume requirements which are met by simply connecting their device to the Vipiam Peer-to-Peernetwork.

  • 4.3 - Nondisparagement

    Vipiam wants to provide its independent IMs 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 in writing to the IM Services Department. However, IMs must not disparage, demean or make negative remarks about Vipiam, other Vipiam IMs, Vipiam's products, the Marketing and Compensation plan or Vipiam's directors, officers or employees.

SECTION 5 - SALES REQUIREMENTS

  • 5.1 - Product Sales

    The Vipiam Marketing and Compensation Plan is based on the sale of Vipiam products and services to end consumers and third party phone service suppliers. IMs must fulfill personal and Downline Organization retail sales requirements to be eligible for bonuses, commissions and advancement to higher levels of achievement. Personal retail sales during Phase II is defined as having your Connection Devices plugged in and available for termination.

  • 5.2 - No Territory Restrictions

    There are no exclusive territories granted to anyone. No franchise fees are required.

  • 5.3 - Sales Receipts

    IMs must provide their retail customers with two (2) copies of an official Vipiam sales receipt at the time of the sale. These receipts set forth the Customer Satisfaction Guarantee as well as any consumer protection rights afforded by federal or state law. IMs must maintain all retail sales receipts for a period of two (2) years and furnish them to Vipiam at the Company's request.

SECTION 6 - BONUSES AND COMMISSIONS

  • 6.1 - Bonus and Commission Qualifications

    An IM must be active and in compliance with the Agreement to qualify for bonuses and commissions. Commissions and bonuses are paid to IMs via Check, Direct Deposit "ACH", or a Vipiam private label debit card. The minimum amount for which Vipiam will issue payment to an IM is $25.00. If an IM'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. Fees associated with each form of payment option are disclosed in section.

  • 6.2 - Adjustments to Bonuses and Commissions

    • 6.2.1 – Adjustments for Returned Products

      IMs receive bonuses and commissions based on the actual sales of products and services to end consumers. When a product is returned to Vipiam for a refund or is repurchased by the Company, the bonuses and commissions attributable to the returned or repurchased product(s) will be deducted in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered, from the upline IMs who received bonuses and commissions on the sales of the refunded products.

  • 6.3 - Reports

    Due to various factors including but not limited to the inherent possibility of human, digital and mechanical error; the accuracy, completeness and timeliness of orders; denial of credit card and electronic check payments; returned products; or credit card and electronic check charge-backs; the information is not guaranteed by Vipiam 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, Vipiam AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY IM 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 Vipiam 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, Vipiam 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.

SECTION 7 - PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE

  • 7.1 - Product Guarantee

    Vipiam offers all customers a 100 percent money back guarantee. If, for any reason, a customer or IM is dissatisfied with any Vipiam product or service, the customer or IM may cancel this transaction, without penalty or obligation, for a full refund, within FIVE (5) business days from the date of this Agreement, exclusive of the date of signing or if processed electronically the date this agreement is the date submitted to Vipiam for processing. I understand that if I cancel after the FIVE (5) day period, I am not entitled to a full refund. This limitation is superseded by any state law. If I cancel within the five (5) business days from the date of this Agreement, any payments made by me under this Agreement and any instrument executed by me will be returned within fifteen (15) business days following receipt by Vipiam of my Cancellation Notice. If I cancel, I must make any literature or materials I have received available for return to Vipiam in substantially as good condition as when received. To cancel this Agreement, I must mail, via registered or certified mail, return receipt requested, or deliver personally to Vipiam a signed, dated copy of a Notice of Cancellation, or send a telegram to: Vipiam, Inc., 4423 Del Prado Blvd. S., Cape Coral, Fl. 33904. Where applicable state law on cancellation is inconsistent with Vipiam policy, such state law shall be in force. I hereby apply to for Membership in the Vipiam Network with Vipiam, Inc. (Vipiam) and have carefully read and agree to abide by all terms and conditions of this Agreement, the Compensation Plan, the Anti-Slamming Policy and the Policies and Procedures which are incorporated by reference herein.

    Termination Device Returns: If an IM has purchased Vipiam Devices or mandatory sales aids while the Membership Agreement was in effect, all unencumbered Vipiam Devices in a resalable condition then in possession of the Member, which have been purchased within 30 days of cancellation (12 months in GA, IA, LA, MA, MT, OK, TX and WY), may be tendered for repurchase. The repurchase shall be at a price of not less than 85 percent of the original net cost to the IM. In addition, the Company will honor statutory buyback requirements of every jurisdiction. Vipiam will also repurchase any sales materials and the Vipiam Membership for a period of one year from the time of purchase providing the materials are current and in resalable condition. Additionally, Montana Members who cancel within 15 days are entitled to a 100% refund of any consideration given to participate. A written return request must be submitted, and accompanied by proof of payment and a copy of the invoice for membership. Vipiam will instruct the IM where to ship the devices for inventory and verification, and will also provide the IM with a formal Return Merchandise Authorization number. Upon receipt and inspection of the return, Vipiam will process the appropriate refund for payment. The IM must pay the cost of return freight.

SECTION 8 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

  • 8.1 - Disciplinary Sanctions

    Violation of the Agreement, these Policies and Procedures, or any common law duty, any illegal, fraudulent, deceptive or unethical business conduct, may result, at Vipiam's discretion, in one or more of the following corrective measures:

    • Issuance of a written warning or admonition;
    • Requiring the IM to take immediate corrective measures;
    • Imposition of a fine, which may be withheld from bonus and commission payments;
    • Loss of rights to one or more bonus and commission payment;
    • Withholding all or part of the IM's bonuses and commissions during the period that Vipiam is investigating any conduct allegedly violating the Agreement;
    • Suspension of the individual's IM Agreement for one or more pay periods;
    • Involuntary termination of the offender's IM Agreement;
    • Any other measure expressly allowed within any provision of the Agreement;
    • In situations deemed appropriate by Vipiam, the Company may institute legal proceedings for monetary and/or equitable relief.

  • 8.2 - Mediation

    Prior to instituting arbitration, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating to the Agreement through non-binding mediation. One individual who is mutually acceptable to the parties shall be appointed as mediator. The mediator's fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties. Each party shall pay its portion of the anticipated shared fees and costs at least ten (10) days in advance of the mediation. Each party shall pay its own attorneys fees, costs and individual expenses associated with conducting and attending the mediation. Mediation shall be held in Cape Coral, Florida, and shall last no more than two (2) business days.

  • 8.3 - Arbitration

    If mediation is unsuccessful, any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. IMs waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in Cape Coral, Florida. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel that the American Arbitration Panel provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees.

    The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.

    Notwithstanding the foregoing, nothing in these Policies and Procedures shall prevent Vipiam 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 Vipiam's interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

  • 8.4 - Governing Law, Jurisdiction and Venue

    Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Lee County, State of Florida or in the United States District Court for Middle District, in Florida. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Florida shall govern all other matters relating to or arising from the Agreement. Notwithstanding the foregoing, and the arbitration provision in Section 8.3, residents of the State of Louisiana shall be entitled to bring an action against Vipiam in their home forum and pursuant to Louisiana law.

SECTION 9 - PAYMENT AND SHIPPING

  • 9.1 - Returned Checks

    All checks returned by an IM'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 IM. After receiving a returned check from a customer or an IM, all future orders must be paid by Credit Card, money order or cashier's check. Any outstanding balance owed to Vipiam by an IM for NSF checks and returned check fees will be withheld from subsequent bonus and commission payments.

  • 9.2 - Sales Taxes

    Vipiam is required to charge sales taxes on all purchases made by IMs and Customers, and remit the taxes charged to the respective states. Accordingly, Vipiam will collect and remit sales taxes on behalf of IMs, 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 an IM has submitted, and Vipiam 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 IM. Exemption from the payment of sales tax is applicable only to orders that are shipped to a state for which the proper tax exemption papers have been filed and accepted. Any sales tax exemption accepted by Vipiam is not retroactive.

    Any sales tax exemption accepted by Vipiam is not retroactive.

SECTION 10 - INACTIVITY, RECLASSIFICATION AND CANCELLATION

  • 10.1 - Effect of Cancellation

    An IM's bonuses and commissions constitute the entire consideration for the IM's efforts in generating sales and all activities related to generating sales (including building a downline organization). Following an IM's non-renewal of his or her IM Agreement, cancellation for inactivity or voluntary or involuntary cancellation of his or her IM Agreement (all of these methods are collectively referred to as "cancellation"), the former IM 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. In the event of cancellation, IMs agree to waive all rights they may have, including but not limited to property rights, to their former downline organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of their former downline organization.

  • 10.2 - Involuntary Cancellation

    An IM's violation of any of the terms of the Agreement, including any amendments that may be made by Vipiam in its sole discretion, may result in any of the sanctions listed in Section 8.1, including the involuntary cancellation of his or her IM Agreement. Cancellation shall be effective on the date on which written notice is mailed, emailed, faxed or delivered by an express courier, to the IM's last known address, email address or fax number, or to his or her attorney or when the IM receives actual notice of cancellation, whichever occurs first.

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

  • 10.3 - Voluntary Cancellation

    A participant in this network-marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address. The written notice must include the IM's signature, printed name, address and IM ID Number. If an IM is also a Preferred Customer, the IM's Preferred Customer Agreement shall continue in force unless the IM also specifically requests that his or her Preferred Customer Agreement also be canceled. A Preferred Customer may continue to utilize their Connection Device even if they wish not participate as an IM.

SECTION 10 - INACTIVITY, RECLASSIFICATION AND CANCELLATION

  • 10.1 - Effect of Cancellation

    An IM's bonuses and commissions constitute the entire consideration for the IM's efforts in generating sales and all activities related to generating sales (including building a downline organization). Following an IM's non-renewal of his or her IM Agreement, cancellation for inactivity or voluntary or involuntary cancellation of his or her IM Agreement (all of these methods are collectively referred to as "cancellation"), the former IM 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. In the event of cancellation, IMs agree to waive all rights they may have, including but not limited to property rights, to their former downline organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of their former downline organization.

  • 10.2 - Involuntary Cancellation

    An IM's violation of any of the terms of the Agreement, including any amendments that may be made by Vipiam in its sole discretion, may result in any of the sanctions listed in Section 8.1, including the involuntary cancellation of his or her IM Agreement. Cancellation shall be effective on the date on which written notice is mailed, emailed, faxed or delivered by an express courier, to the IM's last known address, email address or fax number, or to his or her attorney or when the IM receives actual notice of cancellation, whichever occurs first.

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

  • 10.3 - Voluntary Cancellation

    A participant in this network-marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address. The written notice must include the IM's signature, printed name, address and IM ID Number. If an IM is also a Preferred Customer, the IM's Preferred Customer Agreement shall continue in force unless the IM also specifically requests that his or her Preferred Customer Agreement also be canceled. A Preferred Customer may continue to utilize their Connection Device even if they wish not participate as an IM.

  • 10.4 – Non Renewal

    An IM may also voluntarily cancel his or her IM Agreement by failing to renew the Agreement on its anniversary date. The Company may also elect not to renew an IM's Agreement upon its anniversary date.