The Independent YOcoin Community Affiliate (YCA) Application, Agreement, and the Marketing Plan (collectively the Agreement) explains and governs the relationship between each YCA and YOcoin (referred to hereafter as the COMPANY). Each YCA is required to read, understand, and comply with all terms and conditions of the Agreement. The Agreement shall constitute the entire understanding of the parties. All parts of this Agreement shall apply to the Registered YCA. By submitting the YCA Application/Agreement you hereby agree to all of the terms and conditions herein and by reference all legal terms and conditions.
The Agreement is subject to revision by COMPANY from time to time at its sole discretion. The Agreement shall govern all aspects of the relationships between COMPANY and its YCAs. The current Agreement is available on the COMPANY website.
2. BECOMING A YCA
To become a YCA, a new applicant is required to read and agree to the terms of the Application and Agreement. The application should be accurately completed in its entirety and the applicant(s), including all Associates, shareholders and equity owners, must agree to the teams of the Application and Agreement personally. Electronically submitted applications are considered as a received document. The COMPANY reserves the right to reject any Application at its sole discretion. PLEASE NOTE: applications will not be accepted from the following countries: Russia
From any country whose applications would violate the Patriot Act or any United States law or treaty.
Upon notification of acceptance by COMPANY, the new YCA will be entered into the COMPANY computer and electronic business files. If there are any errors on an Application, YCAs should verify with the COMPANY Support Department as soon as the error is discovered (within 24 hours) to avoid delays in any rights under the Agreement.
By submitting the YCA Application/Agreement the YCA also agrees to activate a virtual wallet from the YOcoin website (www.YOcoin.org) for accessing and transferring funds electronically. The personal information provided by the YCA will be used only to operate and administer the YCA’s account. The YCA may choose to close his/her account at any time by contacting COMPANY Customer Support.
Eligibility requirements to become a YCA are as follows:
- Two Preferred Customers. A YCA must have two Preferred Customers (persons who purchase a YOcoin Product Package) before he/she is a YCA.
- Independent Contractors. YOcoin Community Affiliates are Independent Contractors. They are not franchisees, joint ventures, Associates, employees or agents of COMPANY, and are prohibited from stating or lying whether orally or in writing, otherwise. YCAs have no authority to bind COMPANY to any obligation. COMPANY is not responsible for payment or co-payment of any employee benefits. YCAs are responsible for liability, health, disability, workmen’s compensation and other insurance and for any other registration required by the laws of the country of residence of the YCA. YCAs set their own hours and determine how to conduct their COMPANY business and are responsible for their own management decisions subject to the Agreement. The reference to position is as it applies to YCAs participation in the Universal Plan (the Global compensation structure) and adherence to the Agreement.
- Change of your enrolling YCA.YCAs wishing to change their registering YCA can do so only by resigning and then waiting one (1) year before reregistering with a different YCA.
- Legal Entity. If an Applicant is a corporation, partnership or other legal entity, all shareholder(s) of the corporate applicant, all partner(s) of the partnership or all owners of the legal entity applicant must agree to the Application, a list of the names of each shareholder of the corporate Applicant, each partner of the partnership Applicant, or each owner if another legal entity must accompany the Application. All legal documentation should be submitted with the Application, including but not limited to, articles of incorporation or organization, partnership agreements, regulations, charters, licenses, shareholder agreements, partnership agreements, and other pertinent legal information. The Application can be rejected without such documentation.
- ID Number. An Identification Number is to be inserted on the Application. This number (for US residents) should be either the Individual’s Social Security Number, a Federal Tax Identification Number, if applying as a business, or a government I.D., such as a passport number. Incorrect Tax I.D. Numbers can result in a $100 fine and/or termination.
- Legal Age. Any individual who is of legal age (18 years) and residing in a country where the COMPANY is doing business is eligible to become a YCA.
3. CHANGES IN YCA STATUS
- Death. Upon the death of a YCA, the rights and responsibilities of the YCA are passed on to the rightful heir(s) as determined by a court of competent jurisdiction (for US residents). The heir(s) must also confirm in writing within ninety (90) days that he or she shall be bound by the terms and conditions of the Agreement.
- Divorce. Upon divorce, COMPANY must be notified as to which former spouse will assume ownership of the YCA position as determined by a court of competent jurisdiction. A change in the ownership of the YCA position will not take place until COMPANY receives a copy of the divorce documentation. Should the party who does not assume ownership of the YCA position desire to remain a YCA; he/she may do so by submitting a new YCA Application at the time the divorce documentation is submitted to COMPANY. He/she shall then be entered as a new YCA under the original Enroller.
- Marriage. If two (2) existing YCAs marry, they may maintain their separate YCA positions.
- Dissolution of Corporate or partnership YCA position. Upon the dissolution of a corporation or termination of a partnership which owns the YCA position, the ownership of the YCA position will be transferred pursuant to the agreement among the shareholders or Associates or upon order of a court of competent jurisdiction upon written notification to COMPANY. If one or more of the Associates or shareholders in a YCA position terminates his/her on-going relationship with COMPANY by leaving the partnership or disposing of his/her share of equity holdings, such parties, including the departing party, shall continue to be bound by the terms of the YCA Agreement. If a dispute arises over the disposition of the partnership interest, or assets, or share holdings or corporate assets, or the income from the YCA position, COMPANY may suspend the YCA position and hold all commissions until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction.
- Sale of a YCA position or any rights, direct or indirect, relating to a YCA position may not be transferred by the YCA without prior written approval from COMPANY, in its sole and absolute discretion. No sale will be approved unless it includes a covenant by the seller not to solicit his/her prior Group of YCAs for at least six (6) months after the effective date of the sale.
A YCA position or any right thereto which is under suspension, on probation, or subject to any disciplinary action or any investigation by or on behalf of COMPANY, may not be sold or otherwise transferred while such condition continues.
The Purchase and Sale Agreement must include a provision in which the parties agree upon the ownership of the inventory of the YCA position upon the sale. COMPANY shall not grant a refund on inventory from a person who sold his/her interest in a YCA position.
The seller may not reapply as a YCA for a period of six (6) months, either as an individual, partnership or corporation or other legal entity.
The purchaser of a YCA position shall be responsible for all acts or omissions of the seller in contravention of the Agreement for a period of six (6) months after the date of COMPANY’S approval of the sale or transfer. For purposes of this provision, the seller will be required to continue to comply with all post-termination obligations of the Agreement.
- Mergers; Addition of Co-YCAs, Partners, Shareholders and/or Owners. Mergers will be permitted only between enroller and its first level YCA’s. COMPANY reserves the right in its sole and absolute discretion to approve or disapprove any proposed merger or admission of Co-YCAs, Partners, shareholders or other owners. The admission of a Co-YCA, Partner, shareholder or other owner must create a bona fide business relationship and must not involve the addition of inactive persons or of entities or other persons or entities which pass through income to others.
- Withdrawal or Removal of Co-YCAs, Partners and/or Owners. If a Co-YCA, Associate or Owner is removed or withdrawn from the YCA position, the remaining YCA position shall be responsible for all acts or omissions in contravention of the Agreements, of those who have left the YCA position, for a period of six (6) months after the date of the departure of the Co-YCA, Partner, or Owner for purposes of this provision, the seller will be required to continue to comply with all terms post-termination obligations of the Agreement.
- Name Change. A YCA may change the operating name of the YCA position by forwarding written notification to COMPANY. COMPANY reserves the right to request the Articles of Incorporation of a corporation or partnership Agreement of a partnership, or any amendments pertaining thereto, as well as any other relevant documents or corporate or partnership documentation relating to ownership or control.
- Changing the registering/enrolling YCA. Except as set forth in Section 2 D, changing your enrolling YCA is not allowed. The YCA commission opportunity is a business built upon sales of products for consumption and upon the creation of relationships. Once a new YCA is referred or enrolled, the COMPANY will in protect this relationship to the fullest extent possible.
- Suspension of Commission Payments. If there is any question over the disposition of the YCA position or the income from the YCA position (whether by reason of an event described in A through J or otherwise), COMPANY may suspend the YCA and hold all commissions and bonuses until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction.
4. TAXES AND GOVERNMENTAL REPORTS
- Taxes. All YCAs are personally responsible for all taxes due on any earnings from COMPANY or on sales proceeds or earnings from selling COMPANY’S products. COMPANY will provide a record of any and all moneys paid by COMPANY to each YCA and will issue and file such reports to governmental agencies or others as may be required by law. YCAs will not be treated as an employee of COMPANY for US federal or state tax or National income tax purposes. To safeguard that no tax evasion can occur, the YCA, who is not a US resident, may have to give the Company or the YOcoin Exchange personal identification information in their country of residence to which COMPANY can make payments through a designated payment facilitator of any amount due by COMPANY to the YCA.
- Sales Tax. COMPANY has its’ home office in Thailand and will not be collecting sales tax at the time of purchase from any Residents outside of the areas its location requires it to. No sales tax or VAT is foreseen on sales outside of the COMPANY’S primary location. If such tax would be levied, the YCA will immediately inform COMPANY, which will take appropriate action, including remitting, if needed the sales tax/VAT to the appropriate authority.
5. PREFERRED CUSTOMER YOcoin PRODUCT PACKAGE REFERRER POLICY
- Every new Preferred Customer must have a Referring YCA. Each new prospect has the right to choose who he/she buys his/her YOcoin product, training and replicated website package from. A YCA shall not unduly influence or in any way entice prospects with representations as to possible income or business development, or payment of any compensation by a YCA or COMPANY.
- Dispute. COMPANY recognizes the Referring YCA as the YCA shown on the first entered original YCA Application completed, dated, and electronically entered into COMPANY’S computer system.
- Training. YCAs who enroll other YCAs and sell Product Packages must thereafter use their best efforts to provide an on-going basis, bona fide supervision and training of these YCAs and their sales group. This should include ongoing contact, communication, encouragement and support of his/her sales organization. YCA’s should encourage their YCA sales groups to complete the COMPANY’S Product Packages that they purchase.
6. PLACEMENT POLICY
A YCA is solely responsible for allocating the placement priority of new YCA that they enroll in their affiliate sales organizations structure. The YCA management tool is available in each YCAs Online Office. It is critical that the placement of a new YCA is correct at the time of the sale/enrollment.
THE ORDER/PLACEMENT IN WHICH YOU RECORD THE YCA’s YOU SELL/ENROLL IS FINAL. THEY WILL NOT BE CHANGED.
7. COMPENSATION PLAN AND TERMS
See corporate web site Global Compensation Plan and future additions.
The YCA acknowledges and agrees that the COMPANY reserves the unequivocal right to change or modify the COMPANY’S Compensation Plan. The COMPANY will notify the YCA about any changes to the Compensation Plan within fifteen (15) days on the COMPANY website.
8. LIMITED RETURN POLICY
YCAs are not required to purchase.
Upon written request of the YCA made no later than the 3rd day from the date of purchase by YCA, COMPANY will refund the product purchase price minus a refund processing fee. The cancellation RMA form can be found at http://www.YOcoin.org/cancellations/ and must be faxed or emailed to the company no later than the 3rd day from the date of purchase. The email is [email protected]
The YOcoin Product Packages contain proprietary information that must be protected for the benefit of the COMPANY’SYCA’s. The value volatility of the crypto currency marketplace is why the 3-day refund policy is strictly enforced.
9. LIMITED LICENSE
COMPANY has certain trademarks, service marks, trade names, slogans, symbols, and color schemes that are proprietary. Except for marketing materials, sample products, and advertising provided or sold to the YCAs by COMPANY, the YCA shall not use or display such trademarks, service marks, trade names, slogans, symbols, and color schemes without COMPANY’S prior written permission. YCA acknowledges that any right to use COMPANY’S Marks and copyrighted materials in non-exclusive, and the COMPANY has the right and sole discretion to grant others the right to use such Marks and materials. YCA expressly recognizes that any and all good will affiliated with the Marks and copyrighted materials (including goodwill arising from YCAs use) inures directly and exclusively to the benefit of COMPANY and is the property of COMPANY, and that, on expiration or termination of this Agreement, no monetary amount shall be attributable to any goodwill affiliated with YCAs use of the Marks or copyrighted materials.
Trademarks/Service Marks. YCAs shall not advertise COMPANY’S product or business opportunity in any way other than by use of authorized advertising or promotional materials made available to the YCA by COMPANY.
- YCAs are prohibited from using COMPANY’S trademarks, service marks, trade names, slogans, symbols, and color schemes in advertising in a manner that would suggest or YCAly that they are employed by or are agents of COMPANY. All advertisements must provide the name of a YCA only. YCAs shall not make any representations as to potential incometo be received by a prospective YCA.
- No Reproduction. All COMPANY materials, whether printed, on film or produced by audio or video recording are copyrighted and may not be reproduced in whole or in part by YCAs or any other person unless authorized in writing by COMPANY.
- No Distribution. YCAs may not produce, use or distribute any information relative to the contents, characteristics, or properties of COMPANY’S products which has not been provided directly by COMPANY.
This includes but is not limited to print, audio or online media.
- Deceptive Materials. YCAs may not produce, sell or distribute literature, films, audio recordings or video recordings which are deceptively similar in nature to those produced, published, and provided by COMPANY for its YCAs. A YCA may not purchase, sell, or distribute non-COMPANY materials that ly or suggest that said materials originate from COMPANY.
- Approved Vendors. Any and all support materials, e.g. promotional and premium items are to be sold and/or distributed only by COMPANY or COMPANY approved vendors.
- Telephone Use. YCAs may not answer the telephone and/or use any telephonic message device in a way that would represent or ly that they are employed by or are agents of COMPANY.
- Listing of Name. YCAs may be listed in telephone directories white or yellow pages as follows:
YOcoin Community Affiliate
Address and/or Telephone Number
- 800 Numbers. A YCA may list any 1-800 number under the name of his/her YCAPOSITION, as a YCA, and must not represent that he/she is employed by, or is an agent of COMPANY.
- Further Restrictions. COMPANY prohibits the use of its trademarks, service marks, trade names, slogans or symbols or any of its product trade names or any copyrighted materials through telephonic devices, including computer networks, facsimile machines or other automatic calling devices for the purpose of soliciting potential YCAs or customers.
- Media Opportunities. Media opportunities are not individual sales opportunities. All media opportunities must be referred to COMPANY’S YCA Relations department. YCAs must not have any contact with the media unless prior written authorization is received from COMPANY.
- Donations. YCAs are permitted to make personal donations of product or funds to an organization or program provided they do not represent the donation as being from the COMPANY.
- Media Coverage. Donations may not be made for the purpose of soliciting media coverage. If the media solicits coverage of an event, COMPANY’S YCA Relations department must be notified immediately to review the media opportunity.
- Business Cards. A YCA may order business cards using the sample provided on the YCA online office. If a YCAs relationship with COMPANY has terminated, he/she must immediately cease using and destroy all business cards utilizing COMPANY trademarks, trade names, services marks, logos or color schemes.
- Repackaging. YCA may not re-label, repackage, or modify COMPANY’S packaged or virtual product materials in any way.
- No Endorsements. No endorsements by a COMPANY officer or administrator or third parties may be asserted, except as expressly communicated in COMPANY literature and communications. Federal and state regulatory agencies do not approve or endorse direct selling programs. Therefore, YCAs may not represent or ly, directly or indirectly, that COMPANY’S programs, products or services have been approved or endorsed by any governmental agency.
- Internet Policy. YCAs may not advertise or promote their YCA business or COMPANY’S business, products or marketing plan or use COMPANY’S name in any electronic media or transmission, including on the Internet via web sites or otherwise, without the prior written approval of COMPANY, whose approval may be withheld at its sole discretion. If written approval is given, YCAs must abide by the guidelines set forth by COMPANY, including but not limited to the following: (i) YCAs shall not make offers or solicitations in the guise of research, surveys or informal communication, when the real intent is to sell products or services or sponsor YCAs; (ii) YCAs operating on-line websites, whether or not they collect personal information from individual consumers, shall disclose to the consumer in a prominent place on the website how the consumer information will be used and must follow any laws regulating the handling of personal data; (iii) YCAs sharing personal information collected on-line should provide individual consumers with an opportunity to prohibit the dissemination of such information, and if any consumer requests that his or her personal information not be shared, YCAs shall refrain from sharing such information; (iv) YCAs shall provide individual consumers the option to terminate any further communication between the YCAs and the consumer and if any consumer requests that a YCA cease communication, the YCA should immediately stop communicating upon such request; (v) YCAs must abide by all laws and regulations regarding electronic communications, including but limited to any provision requiring prior consent for unsolicited contacts via electronic media; (vi) YCAs may not distribute content by use of distribution lists or to any person who has not given specific permission to be included in such a process; spamming or distribution of chain letters or junk mail is not allowed; (vii) YCAs may not distribute content that is unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or which could otherwise give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; and (viii) YCAs may not send bulk unsolicited e-mails to persons who have not requested information. Spam is strictly prohibited.
- Sales Presentations. At sales presentations, YCAs shall truthfully identify themselves, their products, and the purpose of their business to prospective customers. YCAs may not use any misleading, deceptive, or unfair sales practices. Explanation and demonstration of products offered shall be accurate and complete including, but not limited to, with regard to price, terms of payment, right of withdrawal, refund rights, guarantees, and after-sales services and delivery. Personal or telephone contacts shall be made in a reasonable manner and during reasonable hours to avoid intrusiveness. YCAs must immediately discontinue a demonstration or sales presentation upon the request of the consumer. YCAs shall not directly or by lication, denigrate any other company or product. YCA shall refrain from using comparisons which are likely to mislead and which are incompatible to the principles of fair competition. Points of comparison shall not be unfairly selected and shall be based on facts which can be substantiated. YCA shall not abuse the trust of individual consumers, shall respect the lack of commercial experience of consumers and shall not exploit a customer’s age, illness, lack of understanding or lack of language expertise. YCA’s may not systematically entice or solicit direct sellers from other direct selling organizations.
COMPANY shall not be responsible for delays and failures in performance of its obligations when performance is made commercially racticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riots, wars, fires, death, curtailment of a party’s source of supply, or government decrees.
The term of the YCA Agreement is one (1) year from the date of its acceptance by COMPANY and will be automatically renewed at no additional charge each year as long as the YCA is active with the monthly auto-ship fee.
13. CONFLICTS OF INTEREST AND CONFIDENTIALITY
Conflict of Interest. YCA’s are free to participate in other Direct Sales and marketing business ventures. However, during the term of this agreement, YCA’s may not recruit other Company YCA’s or customers for any other business except their personally enrolled YCA’s. Following the cancellation of this agreement for any reason, and for a period of six months thereafter, a former YCA may not recruit any Company YCA or customer for another network marketing business if that YCA or customer was not a personally enrolled YCA. The term recruit means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly or through a third party, another Company YCA or customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the YCA’s actions are in response to an inquiry made by another YCA or customer.
Confidentiality. During the term of the Agreement, COMPANY may supply to YCAs confidential information, including, but not limited to customer lists, customer information developed by COMPANY or developed for and on behalf of COMPANY by YCAs, (including, but not limited to, customer and YCA profiles and product purchase information), YCA lists, manufacturer and supplier information, business reports, commission or sales reports and such other financial and business information which COMPANY may designate as confidential. All such information (whether in written or electronic form) is proprietary and confidential to COMPANY and is transmitted to YCAs in strictest confidence on a need to know basis for use solely in YCAs business with COMPANY. YCAs must keep such information confidential and must not disclose any such information to any third party, directly, or indirectly. YCAs must not use the information to compete with COMPANY or for any purpose other than promoting COMPANY’S program and its products and services. Upon expiration, non-renewal or termination of the Agreement, YCAs must continue to keep such information confidential, discontinue the use of such confidential information and promptly return any confidential information in their possession and all copies thereof to COMPANY.
14. PRODUCT ORDER/SALES & RETURNS
- Cooling-Off Laws. Federal law grants a buyer the right to cancel certain sales without penalty prior to midnight of the third business day after the transaction. This rule covers retail consumer sales of $25 or more that occur away from the seller’s main office. COMPANY’S online sales order form contains all legally required notices. In addition, YCAssite informs the buyer of the 3-day right to cancel at the time the buyer purchases the goods. Other countries may have other cooling-off regulations. YCAs must inform a consumer of the right of withdrawal during the period required by such regulations, if longer than 3 days.
- Other States. The following only applies to YCAs who are residents of Georgia, Louisiana, Maryland, Massachusetts, Wyoming and any other state that may require the following:
A YCA in this YCA marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to COMPANY at its principal business address, by fax or through an email.
- If a YCA has purchased products from the COMPANY or paid for administrative services during the term of Agreement, COMPANY shall repurchase all unencumbered products and sales literature, which are in reasonably resalable or reusable condition. (For residents in Maryland, COMPANY’S obligation to repurchase is only for three (3) months after receipt of unopened goods which are to be returned.) Such repurchase shall be at a price not less than 90 percent (90%) of the original net cost to the YCA returning the items. Original net cost shall mean the amount paid for the items less any consideration received by the YCA for sales of the items being returned made by or through the YCA. Items are deemed resalable or reusable if they are returned in unused, commercially resalable condition upon return, and items no longer marketed must be returned within one (1) year of discontinuance unless COMPANY informs the YCA of such discontinuance prior to purchase.
- The repayment of all administrative fees and cost of services shall be at not less than 90 percent (90%) of the cost to the YCA of such fees and services and shall reflect all administrative services that have not, at the time of termination been provided to the YCA. COMPANY shall further refund at not less than 90 percent (90%) of the cost to the YCA any other consideration paid by the YCA in order to participate in the program. The YCA shall be held responsible for all shipping expenses incurred in returning sales aid or literature to the COMPANY.
COMPANY reserves the right to not refund YCA’s for Product Packages/Events of its proprietary information that YCA has already used or participated in.
15. PROHIBITED USAGE
The Excessive Usage Violation of the COMPANY website through traffic bots or list spamming is strictly prohibited. Violations of this policy can result in suspension or termination of the violating YCA.
16. ERRORS OR QUESTIONS
If a YCA has questions about or believes any errors have been made regarding commissions, bonuses, sales group activity reports, or charges, the YCA must notify COMPANY within ten (10) days of the date of the unreported error or incident in question. COMPANY will not be responsible for any errors, omissions or problems not reported to it within 10 days.
17. ROLL-UP OF VACATED ID
Upon cancellation or termination of YCA position, all individuals on the first level of the canceling or terminating YCA may move into the vacated position. Provided, however, in the event the YCA is involuntarily terminated for violation of COMPANY policies or other wrongful conduct, COMPANY may first recoup any losses arising from the terminated YCAs conduct before all individuals on the first level of the terminated YCA move in to the vacated YCA position.
18. CONTINUING DEVELOPMENT OBLIGATIONS
Any YCA who wishes to participate in COMPANY’S YCA Marketing Plan must perform a bona fide supervisory function to ensure that his or her sales group is properly operating his or her COMPANY business. YCAs must have ongoing contact, communication and management supervision with the YCAs in their sales group. Examples of such contact and supervision may include, but not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail and electronic mail and these contacts must not violate any part of the Agreement.
YCAs must not disparage other COMPANY YCAs, COMPANY’S products/services, the Marketing and Compensation Plan, or COMPANY’S employees.
20. OBJECTIONABLE ACTIVITY OR CONDUCT
YCAs may not distribute material, have written correspondence, telephone contact, voice mail and/or electronic mail that is or contains unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or which could otherwise give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation.
21. REPORTING POLICY VIOLATIONS
YCAs observing a Policy or Agreement violation by another YCA should submit a written report of the violation directly to the attention of COMPANY’S Compliance Department. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.
22. DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
- Disciplinary Sanctions. Violation of the Agreement, fraudulent, deceptive or unethical business conduct by any YCA may result, at COMPANY’S discretion, in one or more of the following corrective measures:
- Issuance of a written warning or admonition;
- Requiring the YCA to take immediate corrective measures;
- osition of a fine, which may be withheld from commission checks;
- Loss of rights to one or more commission checks;
- Any other measure which COMPANY deems practicable to lement to equitably resolve injuries caused partially or exclusively by the YCAs policy violation or contractual breach.
- Suspension of the individual’s YCAPOSITION for one or more pay periods;
- Involuntary cancellation of the offending YCAPOSITION;
- Immediate removal of the YCA web site(s) and Termination of the YCAs position;
- Any other measures expressly allowed within any provision of the Agreement or allowed by law;
The YCA is only entitled to a commission if he or she is not in violation of the Agreement.
- Reconsideration. In the event a YCA is terminated and desires for his or her termination to be reconsidered, COMPANY must receive the request for reconsideration in writing within 15 days from the date of notice of termination. If no request for reconsideration is received within the 15-day period, the termination will automatically be deemed final. If a YCA files a timely notice of request for reconsideration, COMPANY will review the request for reconsideration and notify the YCA and the Ethics Committee of its decision within 10 days after receipt of the request for reconsideration. The decision of COMPANY will be final and subject to no further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice. The Ethics Committee will consist of officers of the COMPANY and at times, as determined in COMPANY’S sole discretion, other YCAs selected by COMPANY.
- Grievances and Complaints. When a YCA has a grievance or complaint with another YCA regarding any practice or conduct in relationship to their respective COMPANY businesses, the complaining YCA should first report problem to their enrolling YCA who should review the matter. If the matter cannot be resolved it must be reported in writing to the YCA Services Department at COMPANY. COMPANY will review the facts and resolve it.
- Cost Effective Dispute Resolution/Waiver of Jury Trial.
If a dispute arises relating to any relationship between or among COMPANY, its Officers, Employees, YCAs, Customers, or Vendors or arising out of any products or services provided by COMPANY, it is expected that the parties will attempt in good faith to resolve any such dispute in amicable and mutually satisfactory manner.
In the event such efforts are unsuccessful, either Party may serve a notice of mediation on the other Party. Notice of Mediation shall be personally delivered or sent by prepaid registered airmail or air courier, and shall be effective on receipt thereof by the Party to whom it is addressed. Proof of receipt shall be a receipt signed by an officer or responsible official of the Party to whom it is addressed. The Notice of Mediation shall be dated, and without prejudice to any right under the Rules permitting subsequent modifications, and shall specify the claims issues that are to be addressed in the mediation.
If differences cannot be resolved by mediation, the Parties agree that, in order to promote to the fullest extent reasonably possible a mutually amicable resolution of the dispute in a timely, efficient and cost-effective manner, they will waive their respective rights to a trial by jury and settle their dispute by submitting the controversy to arbitration (US YCAs only) in accordance with the commercial rules of the American Arbitration Association (A.A.A.), except that all Parties shall be entitled to all discovery rights allowed under the Federal Rules of Civil Procedure as those rules exist in the United States Federal Court.
The Arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. 1 et al, and the judgment upon the award rendered by the arbitrator may be entered by a court of competent jurisdiction thereof. If a YCA files a claim or counterclaim against COMPANY, he or she may only do so on an individual basis through arbitration and not with any other YCA or as part of a class or consolidated action. Any substantive or procedural rights other than the enforceability of the arbitration agreement shall be governed by the laws of Gibraltar (the Company’s home office country).
Except as provided in this Section 21, no Party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute until such matter shall have been submitted and determined as provided herein and then only for the enforcement of such arbitration award. The institution of any action for injunctive relief shall not constitute a waiver of the right or obligation of any party to submit any claim seeking relief other than injunctive relief.
Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity, use or registration of any mark, copyright, or other intellectual property or proprietary or confidential information of COMPANY without COMPANY’S prior written consent. COMPANY may seek any applicable remedy in any applicable forum with respect to these disputes and with respect to money owing to COMPANY. In addition to monetary damages, COMPANY may obtain injunctive relief against any violation of the Agreement or misuse of COMPANY’S trademarks, copyrights or confidential information.
Nothing in this rule shall prevent COMPANY from terminating the Agreement or from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergency relief available to safeguard and protect COMPANY’S interests prior to the filing of or during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding.
Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to, or to subtract from any of the provisions of the Policies or Procedures, Marketing Plan or the Agreement.
- Governing Law, Jurisdiction and Venue. Sole and exclusive jurisdiction and venue of any matter shall reside in the country of Thailand outside of the binding American Arbitration defined in section D, which United States venue shall be in the city of Dallas, Texas. Except as set forth herein, Arbitration shall be the sole and exclusive procedure for resolution of disputes between the parties, including any disputes that might arise after termination of this Agreement.
All notices to be given pursuant to the Agreement shall be deemed to have been properly given by depositing the notice in the mail, addressed to the subject YCA the last address on file with COMPANY, postpaid and registered or certified; or delivery by hand or by a recognized overnight delivery service; or by facsimile transmission; or by email. All notices shall be deemed given; ten (10) business days from the date of postmark, if sent by mail; seven (7) days after notice is deposited with a delivery service; or same day if delivered by hand or upon transmission by facsimile or by email.
24. NON-WAIVER PROVISION
Failure of COMPANY to exercise any right stated in the Agreement shall not constitute a waiver of COMPANY’S right to demand exact compliance therewith. Waiver by COMPANY of any breach of any provision of the Agreements shall not constitute a waiver of any prior, concurrent, or subsequent breach by the YCA. An authorized officer of the COMPANY must issue the Waiver in writing.
If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement is held to be invalid or enforceable, COMPANY shall have the right to modify the invalid or unenforceable provision or any portion thereof, to the extent required to be valid and enforceable, and the YCA shall be bound by any such modification. The modification will be effective only in the jurisdiction in which it is required.
26. LIMITATION OF DAMAGES
TO THE EXTENT PERMITTED BY LAW, COMPANY AND ITS YCAs, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR, AND YCAs HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM FOR LOSS OF PROFIT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY ARISE OUT OF ANY CLAIM WHATSOEVER RELATING TO COMPANY’S PERFORMANCE, NON-PERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN ANY YCA/RSD AND COMPANY, WHETHER SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY. FURTHERMORE, IT IS AGREED THAT ANY DAMAGES TO A YCA SHALL NOT EXCEED, AND IS EXPRESSLY LIMITED TO, THE AMOUNT OF UNSOLD COMPANY PROGRAMS, SERVICES AND/OR PRODUCTS OF COMPANY OWNED BY THE YCA AND ANY COMMISSIONS OWED TO THE YCA.
27. NO WARRANTIES
COMPANY HEREBY DISCLAIMS ALL WARRANTIES. COMPANY MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE SITE, THE SERVICE OR THE CONTENT CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ALL SUCH CONTENT, SERVICES AND PRODUCTS ARE PROVIDED AS IS, WITH ALL FAULTS, AND AS AVAILABLE. WE DISCLAIM ALL WARRANTIES, EXPRESS AND LIED, ARISING OUT OF, OR IN CONNECTION WITH, THE SITE, SERVICE AND CONTENT, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING AND ANY LIABILITY WITH REGARD TO THE SITE, CONTENT AND SERVICES AND ANY ACTIONS RESULTING FROM YCA PARTICIPATION IN ANY SERVICE.
YCA’S USE OF THE SITE, SERVICE AND CONTENT IS AT HIS/HER SOLE RISK. ALTHOUGH OUR CONTENT MAY BE UPDATED FROM TIME TO TIME, IT MAY BE OUT OF DATE AND/OR MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. WE ARE NOT RESPONSIBLE FOR THE YCA’S INABILITY OR FAILURE (FOR ANY REASON) TO ACCESS THE SITE OR CONTENT OR OTHERWISE USE OR RECEIVE INFORMATION OR SERVICE FROM OR REGARDING THE SITE, CONTENT, OR YCA’S PURCHASES FROM THE COMPANY. THE COMPANY DOES NOT WARRANT THAT THE SITE OR SERVICE WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE SYSTEMS OR THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YCA ASSUMES THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR SERVICE. THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR MAINTAINING ANY CONSUMER DATA OR FOR THE DELETION, CORRUPTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE OF ANY CONSUMER DATA OR FOR ANY THIRD PARTY ACCESS TO ANY CONSUMER DATA.
THE COMPANY MAKES NO WARRANTY OR REPRESENTATION AS TO THE LEVEL OF SUCCESS, IF ANY, INDIVIDUALS MAY ACHIEVE BY USING ANY OF THE COMPANY’S SERVICES OR PRODUCTS. INDIVIDUAL RESULTS MAY VARY AND DEPEND ON MANY FACTORS INCLUDING AN INDIVIDUAL’S SPECIFIC FINANCIAL SITUATION, EFFORTS AND ACTIONS.
28. LIMITED LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND IT’S AFFILIATED PARTIES SHALL HAVE NO LIABILITY WHATSOEVER FOR YCA’S USE OF ANY CONTENT OR OTHER INFORMATION OR SERVICE RELATED TO THE SITE, SERVICE OR PRODUCTS AND SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR LITIGATION), (I) ARISING FROM ANY DECISION MADE OR ACTION TAKEN BY THE YCA IN RELIANCE UPON THE CONTENT OR OUR PRODUCTS OR SERVICE, (II) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE OR CONTENT, OR WITH THE DELAY OR INABILITY TO USE THE SITE, CONTENT, OR RELATED SERVICE, OR FROM THE USE OR MISUSE OF ANY INFORMATION, PRODUCTS, SERVICES, RELATED GRAPHICS, AND CONTENT OBTAINED THROUGH THE SITE, (III) ANY INCORRECT OR MISSING INFORMATION OR DATA, OR (IV) OTHERWISE ARISING OUT OR RESULTING FROM LOSS OF THE YCA’S DATA OR INFORMATION, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY’S MAXIMUM LIABILITY, IF ANY, FOR ANY LOSS OR DAMAGE RELATING TO OR ARISING OUT OF THE USE OF THE SITE, SERVICES, PRODUCTS OR ANY CONTENT WILL NOT EXCEED THE LESSER OR ACTUAL DAMAGES OR THE CHARGES PAID BY YCA TO COMPANY FOR THE AUTO-SHIP AMOUNT FOR A PERIOD OF TWO MONTHS.
COMPANY IS NOT RESPONSIBLE FOR INTERRUPTED, INACCESSIBLE OR UNAVAILABLE NETWORKS, SERVERS, SATELLITES, INTERNET SERVICE PROVIDERS, WEBSITES, OR OTHER CONNECTIONS, OR FOR MISCOMMUNICATIONS, FAILED, JUMBLED, SCRAMBLED, DELAYED, OR MISDIRECTED COMPUTER, TELEPHONE OR CABLE TRANSMISSIONS, OR FOR ANY TECHNICAL MALFUNCTIONS, FAILURES OR DIFFICULTIES.
29. INCOME DISCLOSURE
THE INCOME DISCLOSURE POSTED ON COMPANY WEBSITE IS INCORPORATED HEREIN BY REFERENCE AND YCA HEREBY REPRESENT THAT THEY HAVE READ AND UNDERSTAND IT.
YOcoin Community Affiliate Agreement last updated on June 9, 2016