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RULES AND REGULATIONS

1) Purpose

These Rules & Regulations (the “R&R”) spell out the rights and obligations between iLiveFree Ltd (the “Company”) and its Independent Business Owners (“IBOs”). The R&R, the Application Form that is accepted by the Company, and the Compensation Plan together govern the total contractual relationship between the Company and its IBOs.

2) Definitions

“Agreement” means the completed online Application Form that was submitted by a IBO and subsequently accepted by the Company.

“Anniversary Date” means the anniversary of the date on which a IBO was accepted as a IBO.

“Annual IBOship Fee” means the non-refundable annual administration fee a IBO has to pay to renew his/her contractual relationship as a IBO with the Company.

“Back-Office” means a virtual office that includes, products purchased, training materials and information pertaining to the IBO’s business.

“Company” means ILiveFree Ltd, which is a company incorporated with limited liability under the laws of Cyprus and having its registered office at Suite 102, 57 Kolonakiou, Limassol, 4103, Republic of Cyprus.

“iLiveFree Compensation Plan” or “Compensation Plan” means the iLiveFree Compensation Plan where an IBO can earn commissions/bonuses based on his/her sales of iLiveFree products and services as detailed in iLiveFree Compensation Plan.

“Customer” or “Retail Customer” means a person who purchases the Company’s products but does not register as a IBO.

“Downline” means the Customers/IBOs below a specific IBO respectively in the Genealogy as the context requires.

“Genealogy” means the relationship or relative positioning of IBOs in the Company’s database.

“IBOship Package” is the welcome pack comprising of an online Back-Office and Product Portfolio consisting of an array of multimedia presentations, videos and brochures and many other valuable business building tools for new IBOs.

“Merger” means the combination of two (2) or more into one (1). “R&R” means the Rules & Regulations as stated herein.

“Person” includes anybody of persons, corporate (for example a limited company) or unincorporated (for example a club or an association).

“Product Portfolio” means a kit that includes an array of multimedia presentations, videos and brochures and many other valuable business building tools.

“Products” mean any products including services, unless the context otherwise requires.

“ILF Wallet” means an accounting record in the Company’s accounting system. Each IBO has his/her own ILF Wallet. Such an account records the amount of money the Company owes to the corresponding IBO or vice versa.

“IBO” means a person who has enrolled to build a business organisation by selling products and referring others.

“IBOship” means all the membership that a IBO has and all other interests s/he has as a IBO.

“IBO Identification Number” means the identification number that the Company assigns to a IBO when the Company accepts that person as its IBO. [See subclause 4.01] It is a unique number for each IBO and will be used to identify that IBO through his/her IBO business relationship with the Company.

“Referrer” means an IBO who refers Retail Customers or prospective Independent Business Owners to ILIVEFREE.

“Upline” means the IBOs above a specific IBO respectively in the Genealogy as the context requires.

“USD” or “US$” or “United States Dollar” means the official currency of the United States of America.

3) Independent Business Owners

3.01 How to become an IBO

To become an IBO you shall:

(a)  Be of legal age in the state, territory or country of your domicile;

(b)  Have a Referrer;

(c)  Complete the online IBO Application Form by providing true and accurate information about yourself on the official website of the Company;

(d)  Purchase an “IBOShip Package”, the price of which includes monthly or the first year Annual IBOship Fee, which is payable by IBO upon joining.

3.02 Business Entity
For applications other than for a natural person, all legal documents along with stockholder details for applying legal entity shall be produced. They shall be submitted within ten (10) days from the date of application to [email protected] Failure to produce such documents may cause the application to be rejected.

3.03 Changes in Directorships or Shareholder
In the event of any changes in Directorships or Shareholder in said entities in subclause 3.02, they shall immediately inform the Company of the change(s) and the Company shall have the right at its sole discretion to terminate or confirm their IBOship.

3.04 Customer’s Referrer
For a Customer of the Company who later applies to become a IBO, his/her last Referrer for his/her purchase shall also be his/her Referrer of his/her IBOship, unless the Customer’s last purchase from the Company was more than six (6) months before his/her IBO application and in his/her application s/he states another IBO as his/her Referrers.

3.05 Acceptance
The applicant will only be a IBO if his/her application is received and accepted by the Company. The Company has the right to accept or decline any application at its sole discretion. In the case of rejection, a notice will be given to the applicant with a complete refund including those listed in sub-clause 3.01(d).

3.06 Fictitious or assumed name
A person or entity may not apply as a IBO using a fictitious or assumed name.

3.07 Refund Policy
Customers and/or IBOs are hereby notified that purchases are subject to our Return Policy.

4) Appointment

4.01 IBO status
Once the Company accepts an applicant’s IBO Application Form, the Company will grant to the applicant a IBO status within the Compensation Plan by sending to him/her a written notice and thereafter the applicant becomes a IBO. The Company will give the IBO a IBO Identification Number. The IBO shall include his/her IBO Identification Number in all his/her orders and correspondences with the Company.

4.02 Rescind
The Company reserves the right to rescind the said acceptance at its sole discretion within sixty (60) days after receipt of the application. Upon rescission of the acceptance, the Company shall give notice to the applicant to notify him/her of the rescission. However, the Company is not obliged to give any reason to the applicant for the Company’s decision to rescind.

4.03 Renewal and Termination
(a) The appointment of a IBO is subject to his tenure of payment as per clause 3.01(d). A IBO must renew his/her IBOship on or before the monthly or annual Anniversary Date. Subject to any relevant requirements under the Compensation Plan, a IBO has the right to renew the Agreement by paying the non-refundable monthly or Annual IBOship Fee on or before the Anniversary Date. If a IBO fails to renew the Agreement on or before the Anniversary Date, s/he will thereafter have a grace period of thirty (30) days to pay the monthly / Annual IBOship Fee. If the monthly / Annual IBOship Fee is paid within the thirty (30) days, s/he will be deemed to have renewed his/her Agreement on his/her Anniversary Date.

(b) If a IBO does not renew his/her IBOship as stipulated in clause 4.03(a) above, his/her IBOship shall become non-renewed. A non-renewed IBO is subject to termination at any times at the discretion of the Company. Once a IBOship becomes non-renewed or is terminated, the IBO concerned shall not be entitled to enjoy any IBOs’ rights provided for in this R&R save and except the credit accrued in his/her ILF Wallet prior to the non-renewal.

4.04 Maintenance of Non-renewed/Terminated IBO’s ILF Wallet

(a)  The Company reserves the right to charge a reasonable fee to maintain a non- renewed/terminated IBO’s ILF Wallet. This maintenance fee shall be a standard amount chargeable on a monthly basis through the ILF Wallet system.

(b)  The maintenance fee will be charged regardless of the amount of balance or credit leftin the non-renewed/terminated IBO’s ILF Wallet until the said ILF Wallet is zeroed. If the IBOship in respect of the ILF Wallet has been non-renewed/terminated for seven (7) years and above, the credit or balance left in the said ILF Wallet may be forfeited in total to the Company.

(c)  The maintenance fee will be deducted from any balance in the relevant non-renewed /terminated IBO’s ILF Wallet and will be shown in the relevant non-renewed/terminated IBO’s ILF Wallet report/statement.

(d)  TheCompanyreservestherighttoamendthenon-renewed/terminatedIBO’smaintenance fee from time to time and at any time without prior notice to the IBO.

4.05 Independent contractor
A IBO is an independent contractor having the rights and obligations conferred by the R&R to promote or market the products of the Company.

4.06 No right to represent Company
A IBO is not a franchisee, partner, employee, agent of the Company. S/he has no right to, and shall not, represent himself/herself as such. The relationship between a IBO and the Company is wholly governed by this R&R. Any breach of this clause on the part of the IBO is a serious breach of the R&R and may result in the immediate termination of his/her IBOship.

4.07 Non-employee
As a IBO is not an employee of the Company, any costs s/he incurs in the development of his/her business are at his/her own expenses. S/he shall not be entitled to seek reimbursement from the Company

4.08. Claim of workmen’s compensation

Similarly, the Company is not responsible for payment or co-payment of any employee benefits for its IBOs. IBOs are responsible for their own liability, health, disability and workmen’s compensation insurance.

5) IBO’s Rights and Obligations

5.01 Non-exclusivity
A IBO has a non-exclusive right to market and promote products of the Company. There are no geographical limitations existing on the referring or selling country, provided, however, that the Company reserves the right not to sell products or services in any states, territories or countries.

5.02 Right to refer
Only a IBO has a right to refer Customers and/or refer another new IBO to the Company.

5.03 Rights to Company literatures and communication
IBOs may receive periodic literature and other communication from the Company. They will also be invited to, and upon payment of appropriate charges if applicable, participate in Company- sponsored support, service, training, motivational and recognition functions. They may also be invited to participate in promotional and incentive contests and programmes sponsored by the Company for its IBOs.

5.04 No right to represent the Company as an agent or an employee
A IBO has no right to negotiate or conclude any contract on behalf of the Company. Nor shall s/he hold himself/herself out as having such a right. S/he shall not represent himself/herself as an agent or an employee of the Company.

5.05 Obligation for personal promotion
Regardless of their rank of achievement, IBOs have an ongoing obligation to continue to personally promote sales through the introduction of new Customers to the Company and through servicing their existing Customers.

5.06 Obligations to Downlines
Any IBO who introduces another IBO to the Company is highly recommended to perform a bona fide assistance and training function to ensure that his/her Downline is properly operating and conducting his/her IBO business. It is both to the advantage of Referrers and their Downlines to have ongoing contact and communication.

IBOs must truthfully and fairly describe the Compensation Plan. No past, potential or actual income claims may be made to prospective IBOs. Nor may IBOs use their own incomes, or other IBOs’ incomes, as indication of the success assured to others. Commission cheques shall not be used as marketing materials. IBOs shall not guarantee commissions or estimate expenses to prospects.

5.07 Cross Lining
Subject to subclause 9.01 and subclause 9.03, no IBO may refer or attempt to refer another IBO from a different line of referralship to ‘switch’ to another line of referralship. Examples of Cross Lining are:

(a)  Placing additional IBOs of his/her own in lines of referralship not below his/her IBOship;

(b)  Placement of a new IBO using anyone’s name known to the Referrer and placing it in lines of referralship not below the Referrer’s IBOship while intending to profit from the proceeds of the said new IBO;

(c)  A IBO owning an interest in an entity that is a IBO in lines of referralship not below his/her IBOship;

(d)  Entering in other lines of referralship under the same name as an existing IBO using a valid IBO Identification Number other than the one used previously. Any situation (whether the above examples or others) found to be in violation of this subclause shall be met with the greatest scrutiny and may result in termination of the newly placed IBO, as well as the IBO having instigated the said situation.

5.08 60-Day Non-Compete Clause
If a IBO who attempted and successfully procured a prospective Customer/IBO to sign any written document evidencing that the IBO attempted, successfully or unsuccessfully, to refer that prospective Customer/IBO to the Company, the prospective Customer/IBO shall not within sixty (60) days fromthe date of the written document register himself/herself under the referralship of another IBO. The Company shall have the right to suspend, terminate or switch the IBOship for any breach of this subclause.

5.10 Obligation of not referring to other programmes
A IBO shall not refer, attempt to refer, or knowingly assist another person to refer, another IBO or any person into any other network marketing company or into another IBO’s sales organisation. In addition, no IBO shall participate in anyaction knowing that participating in the action may cause another IBO or any person to be referred through someone else into another network marketing company.

IBOs are strictly prohibited from promoting any competitive services, products and/or business programmes.

At Company functions, or on all Company property, no IBO shall solicit any person to join any other network marketing company or involve the sale of products of any other network marketing company. Breach of any part of this clause is a serious breach of the R&R and may lead to the immediate suspension or even termination of the IBOship of the IBO who is in breach.

5.11 Breach of security
All IBOs have a responsibility to maintain the network integrity of the Company. Any IBO who is found ‘hacking’ into or interfering or tampering with the Company’s database or any part of the Company’s computer system (hardware and/or software) or attempting to do any of the aforesaid acts without the proper authorisation shall be liable to immediate termination of his/her IBOship. S/he shall also be liable for all consequential damages and losses of the Company.

5.12 Legal compliance
IBOs must comply with all laws, statutes, regulations and ordinances concerning the operation of their IBO business.

IBOs are hereby notified that apart from the countries listed on the official website of the Company, the Company does not operate in any other countries or jurisdictions. Should a IBO elect to conduct his/her business in a market which the Company does not support, he/she does so on his/her own initiative and at his/her own risk entirely. The IBO shall be solely responsible for inquiring into, ascertaining and observing all legal and regulatory requirements in connection with the operation of his/her business in the relevant country (including engaging consultants and advisors to obtain the necessary information and assistance), and the Company shall not be obliged to provide any assistance or support to the IBO in relation thereof whatsoever or in the event of any occurrences.

Failure to observe and comply with applicable laws, statutes, regulations and ordinances in the performance of a IBO’s business constitutes a serious breach of the R&R, and may lead to the immediate suspension or even termination of the IBOship of the IBO who is in breach. S/he shall further be liable for all consequential damages and losses suffered by the Company resulting from his/her violation of this clause.

5.13 Tax, expenditures.
IBOs are personally responsible for paying local, state, provincial and federal taxes on any income they generate as IBOs. Unless required by laws, regulations or rules in any relevant countries, the Company shall have no obligation to provide tax information about the commissions and/or bonuses it’s IBOs earned on behalf of IBOs to any government authorities or to withhold any commissions and/or bonuses for paying its IBOs taxes.

Any commissions and/or bonuses paid by the Company are gross profits with no taxes of any kind withheld by the Company. If subsequent to payment of commissions and/or bonuses to a IBO, the Company is found liable for not withholding tax relating to those commissions and/or bonuses, the IBO shall indemnify the Company for such a liability.

5.14 Obligation to the Company
A IBO shall, at all times, remain loyal to the Company and shall not publish any written and/or verbal disparaging or adverse information/statement/s against the Company. S/he shall hold the Company’s management in high esteem at all times, failing which, s/he may be terminated notwithstanding that s/he may also be liable for libel or slander.

6) Commissions and Bonuses

6.01 Qualification for commissions and/or bonuses
A IBO must be active and in compliance with the Agreement, R&R and the Compensation Plan and have paid the monthly / Annual IBOship Fee to qualify for commissions and/or bonuses. So long as a IBO is entitled under the Compensation Plan to receive commissions and/or bonuses, the Company shall pay commissions and/or bonuses to the IBO in accordance with the Compensation Plan. IBOs must consult the Compensation Plan for a detailed explanation of the benefits, commissions and/or bonuses structure and the corresponding requirements.

Commissions and/or bonuses are paid ONLY on the sale of the Company’s products. No commission or bonus is paid on the purchase of the Company’s sales materials, literatures, Back- Office, Product Portfolio, or for referring other IBOs and/or Customers.

In order to receive commissions on products sold, a IBO has to complete a IBO Application Form that has to be received and accepted by the Company prior to the end of the Commission Period in which the sale is made.

Commissions and/or bonuses are calculated for each individual IBOship. A IBO is entitled to have more than one (1) IBOship.

6.02 Commission Period
A Commission Period means the period when commission is calculated and paid based on the preceding week’s or month’s sales.

6.03 Adjustments to commissions and/or bonuses
IBOs receive commissions, bonuses and other benefits under the Compensation Plan based on the actual sales of products to Customers. When a product is returned to the Company for a refund or the transaction is in any way not successfully completed, the commissions, bonuses and/or other benefits attributable to the returned or the unsuccessful transaction will be deducted in the Commission Period in which the refund, and continuing every Commission Period thereafter until the commissions, bonuses and/or other benefits are fully recovered from the IBOs who received commissions and/or bonuses on the sales of the refunded product.

In addition, if the Company has already paid commissions and/or bonuses to a IBO for a returned product, the Company shall have the right to request the IBO for the return of the said commissions and/or bonuses and the IBO shall have the obligation to return such commissions and/or bonuses to the Company.

6.04 Payment of commission
All commissions and/or bonuses that a IBO earns will be credited to his/her ILF Wallet. The IBO can give instruction to the Company for payment out of his/her ILF Wallet by way of telegraphic transfer subject to an administrative fee as determined by the Company from time to time.

6.05 Set off
The Company shall have the right to set off any debt(s) a IBO owes to the Company against his/her commissions and/or bonuses.

7) Resignation, Suspension and Termination

7.01 Resignation
A IBO may voluntarily resign from and/or terminate his/her IBOship by tendering a thirty (30)-day written notice of such voluntary resignation or termination to the Company. Acceptance of voluntary resignation and/or termination upon the receipt of such notice is at the sole discretion of the Company.

7.02 Suspension
A IBO may be suspended for violating any terms of the Agreement, R&R, the Compensation Plan, and/or any other relevant documents produced by the Company. When a decision is made to suspend a IBO, the Company will inform the IBO in writing of the decision, the effective date of the suspension, the reason(s) for the suspension, and the steps necessary to remove such suspension (if any). The suspension notice will be sent to the IBO’s address on file pursuant to the notice provisions contained in the R&R. Such suspension may or may not lead to termination of the IBO as so determined by the Company at its sole discretion. If the IBO wishes to ask the Company to review the decision, s/he shall make such a request in writing to the Company within fifteen (15) days from the date of the suspension notice. The Company will review and consider the suspension and notify the IBO in writing of its decision within thirty (30) days from the date of the receipt of the IBO’s written request. The Company will thereafter not further review its own decision. The Company may take certain action(s) during the suspension period, including, but not limited to, the following:

(a)  Prohibiting the IBO from holding himself as IBO or using any of the Company’s proprietary marks and/or materials;

(b)  Withholding and/or forfeiting any commissions and/or bonuses due to the IBO;

(c)  Prohibiting the IBO from purchasing services and products from the Company;

(d)  Prohibiting the IBO from referring new IBOs, contacting current IBOs, or attending meetings of IBOs;

(e)  If the Company, at its sole discretion, determines that the violation that caused the suspension is continuing, and has not satisfactorily been resolved, or a new violation involving the suspended IBO has occurred, the suspended IBO may be terminated.

7.03 Termination
Dependent upon the seriousness of the violation, a IBO may be immediately terminated for violating the terms of the Agreement, R&R, Compensation Plan, and/or any other relevant documents produced by the Company. The Company may, at its sole discretion, terminate a violating IBO without placing the IBO on suspension. When the decision is made to terminate a IBO, the Company will inform the IBO in writing to the address in the IBO’s file that the termination has occurred.

If a IBO wishes to ask the Company to review the decision to terminate, s/he shall make such a request to the Company in writing within fifteen (15) days from the date of notice of termination. If no such request is received by the Company within the fifteen (15) days period, the termination will automatically be deemed final. If a IBO files a timely written request, the Company will review the decision and notify the IBO of the result of the review within thirty (30) days after receipt of the IBO’s request. Thereafter, the Company will not further review its own decision. In the event the

termination decision is not reversed, the termination will remain effective as of the date stated in the original termination notice.

7.04 Effects of resignation, suspension and termination
After resignation, the former IBO shall not further represent himself/herself as a IBO of the Company, and shall cease to use any materials bearing the trademarks, service marks, trade names and any signs, labels, stationery or advertising referring to or relating to any products, plan or programme of the Company. S/he shall have no rights to enjoy any benefits under the Agreement, R&R, and/or the Compensation Plan.

If a IBO is suspended, s/he shall not before the removal of his/her suspension, further represent himself/herself or hold himself/herself out as a IBO of the Company. Nor shall s/he use any materials bearing the trademarks, service marks, trade names and any signs, labels, stationery or advertising referring to or relating to any products, plan or programme of the Company. S/he shall have no rights to enjoy any benefits under the Agreement, R&R and/or the Compensation Plan. But s/he shall be allowed to retain his/her IBOship pending the final resolution of his/her case. Any commissions and/or bonuses payable to him/her should s/he be suspended shall be retained by the Company. If the suspension of the IBO is subsequently removed, all outstanding commissions and/or bonuses may be paid to the IBO at the Company’s sole discretion.

If a IBO is terminated, then immediately upon termination, the terminated IBO:

(a)  Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationery or advertising referring to or relating to any product, plan or programme of the Company;

(b)  Must cease representing himself/herself as a IBO of the Company;

(c)  Loses all rights to his/her IBO position in the Compensation Plan and to all commissions and earnings payable to him/her by the Company;

(d)  Must take all actions reasonably required by the Company relating to protection of the Company’s confidential information. The Company has the right to set off any amounts owed by the IBO to the Company including, without limitation, those incurred pursuant to any indemnity obligation under subclause 11.15 herein, from commissions and/or bonuses or other compensation due to the IBO.

7.05 Reapplication
A IBO who resigns or has his/her IBOship terminated due to non-renewal of his/her IBOship may reapply as a new IBO, but such reapplication will only be considered twelve (12) months after resignation or termination due to non-renewal. However, a IBO who has been terminated due to a violation of the R&R and/or any other Terms or Policies as determined by the Company may only re-apply as a IBO twelve (12) months from the date of termination, and the acceptance of which will be subject to the approval of the Company.

8) Transfer of IBOship

8.01 Acquisition of IBOship

(a)  Except as expressly set forth herein, a IBO may not sell, assign or otherwise transfer his/her IBOship (or any rights thereof) to another IBO or to any person without written approval of the Company.

(b)  The Company will not in general approve an application for selling, assigning or otherwise transferring his/her IBOship except on very special circumstances to be determined on a case by case basis.

(c)  For exceptional cases, the IBO shall send his/her written applicationto the Company together with the following supporting documents:

(i)  the transfer agreement for the transfer of IBOship which should be duly signed by the transferor and transferee and should contain at least, but is not limited to, information of the identity of both parties, the transfer price and intended date of the transfer;

(ii)  the consent letter duly signed by the Referrer of the transferor;

(iii)  a copy of identification documents of the transferor, the transferee and the Referrer

of the transferor; and

(iv)  any other documents as required by the Company at its sole and entire discretion.

(d)  A handling fee shall be charged to the transferor upon an application being made to the Company pursuant to clause 8.01 (c) which is non-refundable whether the application is successful or not.

8.02 Circumvent compliance
If it is determined, at the Company’s sole discretion, that a IBOship was transferred in an effort to circumvent compliance with the Agreement, the R&R and/or the Compensation Plan, the transfer will be declared null and void. The Company may, at its sole discretion, take appropriate action(s), including, without limitation, terminating the transferring IBO’s IBOship.

9) Devolution

9.01 Death
A IBO has a right to nominate a person as his/her nominee to whom the Company will transfer the IBO’s IBOship upon the death of the IBO. The IBO has a right to change his/her nominee in his/her lifetime by giving written notice to the Company. However, the Company will not accept such a transfer unless the nominee or the last nominee has executed a current IBO Application Form and submitted certified copies of the death certificate of the IBO to the Company. The nominee will then be entitled to take over the IBOship of the late IBO and entitled to all the commissions, bonuses or other benefits accrued thereafter and all the rights, and/or be subject to all the obligations as a IBO of the Company. If a IBO did not make any nomination in his/her lifetime, his/her IBOship shall be terminated immediately upon his/her death. Any cross lining as a consequence of the devolution of IBOship under this clause shall not be treated as a breach of the R&R.

9.02 Dissolution of a partnership
If a IBOship is registered by two (2) or more persons, they will be deemed as a partnership under the Agreement and the R&R. In the event that the partnership is dissolved, unless the Company receives a valid and legally enforceable agreement signed by all the partners regarding the arrangement of their IBOship within thirty (30) days of being notified of the dissolution of the partnership, their IBOship will be automatically terminated after the expiry of the said thirty (30) day period.

9.03 Marriage and divorce
In the case that two (2) IBOs in separate lines of referralship get married, they may maintain their own individual IBOship. They are also allowed to merge their IBOships into one (1) but they are not allowed to transfer or change the positions of their IBOships in the Genealogy. This shall not be treated as cross lining under subclause 5.07 should a married couple opt to create a single IBOship reflecting both as equal owners and these two (2) individuals subsequently divorce or separate, the Company will continue to pay earned commission as before the divorce or separation until the Company receives written notice, signed and notarised by both parties or by a court decree, specifying how future commissions are to be paid.

10) Proprietary Information

10.01 Confidential information
During the term of the Agreement, the Company may supply to IBOs confidential information, including, but not limited to, genealogical and Downline reports, Customer lists, Customer information developed by the Company or developed for and on behalf of the Company by IBOs (including, but not limited to, credit data, Customer and IBO profiles, and product purchase information), IBO lists, manufacturer and supplier information, business reports, commission or sales reports, and such other financial and business information that the Company may designate as confidential. All such information (whether in written or electronic format) is proprietary and confidential to the Company and is transmitted to IBOs in strictest confidence on a ‘need-to-know’ basis for use solely in the IBOs’ business with the Company.

IBOs must use their best efforts to keep such information confidential and must not disclose any such information to any third party, or use such information for any non-Company activity directly or indirectly while a IBO and thereafter. IBOs must not use the information to compete with the Company or for any purpose other than promoting the Company’s programme and its products and services. Upon determination, nonrenewal or termination of the Agreement, IBOs must discontinue the use of such confidential information and promptly return any confidential information in their possession to the Company.

10.02 Online and electronic reports
Upon a IBO’s request, the Company may provide information such as online or electronic downline activity reports, including, but not limited to, personal and group sales volume (or any part thereof), and downline referring activity, to the IBO. Nevertheless due to any of the various factors, including but not limited to the inherent possibility of human error; information technology failures; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic cheque payments; returned products; and credit card and electronic cheque charge-backs; the information and/or the accuracy, completeness, adequacy, timeliness or otherwise thereof is not guaranteed by the Company or any persons creating or transmitting the information.

10.03 Use of Company name, logo, or trade names.

(a)  The Company name, logo, trade name, trademarks, product names, brochures, catalogues, sales material, contracts and sales training sessions, literature, audio or video material, presentations or events are copyright-protected property of the Company worldwide and the Company retains ownership rights or exclusive licenses to the entire contents.

(b)  IBOs shall not reproduce or distribute privately reproduced versions of such materials under any circumstances. IBOs shall not use the Company name, logo, trade name, trademarks, programme names, or product names in any manner or form.

(c)  Naming Protection Reserved by the Company. In addition to any relevant intellectual property laws, the following list of names are also reserved and restricted from use by IBOs in their IBO activities: iLiveFree Ltd, and all other name of companies under the ILF Group. These names are also prohibited from use by IBOs in relation to their IBO business activities on their personal website and/or email addresses.

10.04 Copyright restrictions
With respect to product purchases from the Company, IBOs must abide by all producers’/manufacturers’ use restrictions and copyright protections.

Without prior written approval from the Company, no IBO shall video and/or audio record the Company’s meetings, conferences and/or training sessions or any speeches (including conference calls) given therein.

10.05 Vendor confidentiality
The Company’s business relationships with its vendors, manufacturers and suppliers are confidential. IBOs must not contact, directly or indirectly, or speak to, or communicate with any supplier or manufacturer of the Company except at the Company-sponsored events at which the supplier or manufacturer is present at the request of the Company.

11) Promotion of IBO’s Business

11.01 Promotional and advertising materials
Only the promotional and advertising materials produced or approved in advance in writing by the Company may be used to advertise or promote a IBO’s business or to sell products and services of the Company. Company literature and materials may not be duplicated, reprinted or personalised without prior written permission.

All promotional items that bear the Company’s name or logo must be purchased solely from the Company unless prior written permission is obtained from the Company.

A IBO may affix his/her name, address, IBO title, phone number and IBO Identification Number to any promotional materials that the Company approved or sold to him/her.

11.02 Income claims
No income projections, including those based solely on mathematical projections or ‘ideal projections’ of the Compensation Plan may be made to prospective IBOs. No IBO may represent his/her own incomes as indications of the success assured to others, since income success is dependent on many variables. IBOs shall not guarantee salaries, draws, expenses, allowances.

No IBO shall show or display an original or a copy of his/her earned commission or bonus payment receipts as enticement to any prospective IBO.

11.03 Title of IBOs
IBOs shall only present themselves as “an IBO of the Company”. Reference may be made to the relative rank a IBO achieved at any one time, for example a ILF Legend IBO.

11.04 Media interviews
IBOs are prohibited from granting radio, television, newspaper, tabloid or magazine interviews or using public appearances, public speaking engagements, or making any type of statement to the public media to publicise the Company, its products or Company businesses, without the express prior written approval of the Company. All media enquiries should be referred to the Company’s Cyprus Office.

11.05 Endorsement
No endorsements by a Company officer or administrator or third party may be asserted, except as expressly communicated in the Company literature and communication. Country, Federal and State regulatory agencies do not approve or endorse direct selling programmes. Therefore, IBOs shall not represent or imply, directly or indirectly, that the Company’s programmes, products or services have been approved or endorsed by any country or governmental agency.

11.06 Independent communication
IBOs, as independent contractors, are encouraged to distribute information and direction to their respective Downlines. However, IBOs must identify and distinguish between their personal communication and the official communication of the Company when they communicate with their own Downlines.

11.10 Product and services claims
IBOs shall make no claim, representation or warranty concerning any product of the Company, except those expressly approved in advance in writing by the Company or contained in official Company materials, such as R&R.

11.11 Spamming
Unsolicited emailing (spamming) is prohibited.

11.12 Record keeping
The Company encourages all IBOs to keep complete and accurate records of all their business dealings.

11.13 Legal conformity
Any tool or presentation technique used by a IBO whilst promoting the Company’s business concept, products and/or the Compensation Plan must be within the scope of a IBO’s rights in his/her respective country/state/providence. It is the IBO’s responsibility to ensure that any statements made, or any demonstration techniques performed, are, in fact, lawfully permitted in his/her country/state/providence. If a special license or professional degree is required in a certain location to legally make such statements or perform such presentations, or to conduct business, then it is the IBO’s responsibility to secure the necessary license, degree or permit.

11.14 Indemnity agreement
Each and every IBO shall indemnify and hold harmless the Company, its shareholders, officers, directors, employees and agents from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and attorneys’ fees, asserted against or suffered or incurred by any of them, directly or indirectly arising out of or in any way related to or connected with allegedly or otherwise, the IBO’s:

(a)  Activities as IBO;

(b)  Breach of the terms of the Agreement;

(c)  Violation of or failure to comply with any applicable laws, regulations or rules.

12) Transaction Fee (TF)
Transaction fee is an administrative fee levied on every withdrawal, transfer, conversion or deduction from a ILF Wallet by IBOs.

TF is a fee equivalent to 3% or actual change imposed by our bank, whichever higher, of any amount for any withdrawal, transfer, conversion or deduction from a ILF Wallet in any one of the following manners. Any TF charged will be manifested in the respective ILF Wallet summaries for a period of one (1) year from the date of the relevant transactions:

1. All telegraphic transfers;

Since certain ILF Wallet transactions are subject to existing fees, in such cases and where applicable, only the higher fee is applicable. For example, if the existing fee is higher than the TF amount, only the existing fee will apply.

13) General Provisions

13.01 Company’s employee prohibition
Employees of the Company and their immediate family members (for example spouse, mother, father, brother, sister) who are domiciled at the same household as the employee are prohibited to take part in the Compensation Plan. Breach of this policy shall be deemed serious, and could result in the dismissal of the employee and the removal of his/her entire network to the credit of the Company. IBOs being transferred to a paid position or taking up an employment with the Company shall, prior to their acceptance of the employment or paid position, file ownership transfer notice to the Company and give up their ownership rights and privileges of their IBOships.

13.02 Liability

IBOs agree and acknowledge that they are making use of the Company’s websites, services, software, functions, information, applications and tools (herein after referred to collectively as the “Services”) at their own risk, and that the Services are provided “AS IS” “AS AVAILABLE” “WITH ALL FAULTS” without any warranty of any kind, whether express or implied, including without limitation, that the Services will be provided uninterrupted and continuously at all times.

To the fullest extent permitted by law, the Company shall not be liable for, and each IBO releases the Company from, and waives all claims for any loss of profits, indirect, direct, special, incidental, punitive or consequential damages or any other losses and/or damages whatsoever incurred or suffered by IBO as a result of:

(a)  the breach by another IBO of his/her Agreement, any Term or Condition of the R&R, and/or the Compensation Plan;

(b)  the operation of other IBOs’ business;

(c)  any inadvertent, incorrect or wrong data or information provided by the Company;

(d)  the Company’s failure to maintain complete and accurate records of IBOs’ business dealings;

(e)  any system, server or connection failure, breach of security, error, tampering, unauthorised intervention, fraud, deletion, defect, omission, interruption, delay in operation or transmission, computer virus, bug or other malicious, destructive or corrupting code, agent programme or macros, or any other technical or other malfunction;

(f)  IBOs’ access, use or inability to access or use the Services; and

(g)  the Company’s failure to provide any information or data necessary for IBOs to operate their business, including, without limitation, the marketing and promoting of products of the Company and/or the introducing or referring of persons as Customers/IBOs to the Company,

regardless of whether the Company has been advised or should have been aware of the possibility of such losses and/or damages.

In the event any of the above exclusion on remedies, damages or liability is prohibited or restricted by law, and the Company is held liable to any IBO for any reason, the IBO shall limit the liability of the Company to the IBO for any and all losses, damages, costs (including attorneys’ fees), expenses, claims, demands, suits, actions, proceedings, orders or judgments whatsoever, so that the total aggregate liability of the Company to the IBO shall not exceed the sum of USD 5,000.

13.03 Force majeure
The Company shall not be responsible for delays or failure in performance caused by circumstances beyond the Company’s control, such as strikes, labour difficulties, fire, floods, earthquakes, Acts of God and other natural disasters, war, government decrees or orders, information technology (including hardware and software) failures arising out of zero-day vulnerabilities or curtailment of a party’s usual source of supply.

13.04 Violations
It is the obligation of every IBO to abide by and maintain the integrity of the R&R. If a IBO observes another IBO committing a violation, s/he should discuss the violation directly with the violating IBO. If the IBO wishes to report such violation to the Company, s/he should detail the violation in writing to [email protected]

13.05 Amendments
The Company reserves the right to amend/change the R&R, its retail prices, products and services availability, and/or the Compensation Plan at any time without prior notice as it deems appropriate. Amendments will be communicated to IBOs through official Company publications or the Company website at www.iLiveFree.com. Amendments are effective and binding upon submission to the Company website. In the event any conflict exists between the original documents or policies and any such amendment, the amendment shall prevail.

13.06 Assignment / Novation / Transfer
The Company may at any time, without the consent of the IBO, assign, novate or transfer all or part of its benefit, rights and obligations under this Agreement to a third party and the IBO undertakes to execute and do all such things as the Company may require for perfecting and completing such assignment, novation or transfer.

13.07 Non-waiver provision
No failure of the Company to exercise any power under the R&R or to insist upon strict compliance by IBO with any obligation or provision herein, and no custom or practice of the parties at variance with the R&R, shall constitute a waiver of the Company’s right to demand exact compliance with the Agreement and/or the R&R.

The Company’s waiver of any particular default by a IBO shall not affect or impair the Company’s rights with respect to any subsequent default. Nor shall it affect in any way the rights

or obligations of any other IBO. No delay or omission by the Company to exercise any right arising from a default affect or impair the Company’s rights as to that or any subsequent or future default. Waiver by the Company can be effected only in writing by an authorised officer of the Company.

13.08 Governing law
This R&R and the Compensation Plan shall be governed by the laws of the Republic of Cyprus.

13.09 Jurisdiction and Arbitration
Any dispute, controversy or claim arising from or in connection with the Agreement, the R&R and/or the Compensation Plan or the breach, termination or invalidity thereof (herein after referred to as the “Matter”) shall first be sought to be resolved amicably between the IBO concerned and the Company.

If the IBO and the Company cannot resolve the Matter within sixty (60) days from the date the Matter was first brought to the attention by one party to the other, the Matter shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre under the Singapore International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Singapore. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in the English language.

13.10 Entire Agreement
The Agreement, the R&R and the Compensation Plan together constitute the entire Agreement between a IBO and the Company.

13.11 Severability
If at any time any provision of the Agreement and/or R&R is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of the Agreement and/or R&R under the law of that or any other jurisdiction, nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.

13.12 Notices and communication
Each notice, demand or other communication to be given or made under the Agreement, the R&R and/or the Compensation Plan by the Company to a IBO shall be in writing and delivered or sent to the relevant party at his/her last known address or email address designated by the IBO and recorded in the file. Any notice, demand or other communication to the Company shall be sent or delivered to the Company at its office in Cyprus or by email to [email protected] Any notice, demand or other communication so addressed to the relevant party physically shall be deemed to have been delivered after fifteen (15) days it is given or made, provided that, if such day is not a working day in the place to which it is sent, such notice, demand or other communication shall be deemed delivered on the next following working day at such place. In the event of such notice, demand or communication is sent by email, it shall be deemed to have been received by the other party when the email enters the recipient’s mail server without any undelivered message sent back to the sender

13.13 Headings and Table of Contents
Headings and Table of Contents in the Agreement, the R&R and the Compensation Plan are provided for convenience only and they are not part of those documents. They are not to serve as a basis for interpretation or construction of those documents or as evidence of intention of the parties.

13.14 Gender.
Unless the context otherwise requires, words importing the singular number shall include the plural number and words importing the masculine gender shall include the feminine or neuter gender and vice versa, and references to persons shall include companies and bodies, corporate or unincorporated.

13.15 English Language Prevails
In the event that the Rules & Regulations (“R&R”) is translated into another language and there exists any inconsistencies in any provision between the English-language version and the translated version of the R&R, the English-language version shall always prevail.

Copyright © 2020 iLiveFree Ltd. All rights reserved. Last updated on April 2020

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