ABUNDANTSUCCESS S.A. – INBS (Portugal)
Independent Business Member Agreement (IBMA)
§ 1 PREAMBLE
The Abundantsuccess S.A. – INBS is a professional online marketing and sales structure company in the field of referral solutions, providing in addition to regular services a new and exciting payment and transaction vehicle based on advanced technologies like encrypted Blockchain.
Satisfied and convinced customers or Independent Business Members (IBM´s) may recommend or purchase the carefully selected products of INBS at the discounted member rates – and resell them to their customers. They will benefit from the margin, which is the difference between the discounted member rate and the customer sales price applied. In addition, IBM´s are eligible for commissions for the underlying transactions depending on the sales volumes within each qualifying period.
This Independent Business Members Agreement (IBMA), the Compensation Plan, additional General Terms and Conditions if applicable (forming inseparable part of one document and entire Agreement between the Company and its IBMs) explains and governs the relationship between each IBM / Referrer and INBS (referred to hereafter as the “COMPANY” or INBS).
Each IBM 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 IBM. By submitting the IBMA 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 the Company from time to time at its sole discretion. The Agreement governs all aspects of the relationships between the Company and its IBMs and is available on the INBS website.
§ 2 BECOMING AN IBM / REGISTRATION / OPEN COUNTRIES
An applicant becomes an IBM, when the applicant’s complete Application form has been received and accepted by the Company. It has to be transmitted online by Internet to the Company. The Company reserves the right to decline any Application for any reason, at its sole discretion. A new applicant is required to read and agree to the terms of the Agreement and relevant General Terms and Conditions of the Company. The application has to be accurately completed in its entirety and the applicant(s), including all partners, shareholders and equity owners (if applicable), must agree to the relevant General Terms and Conditions of the Company if applicable and the present IBMA Agreement personally.
By registering, the IBM chooses his personal email which is the user name and a password. The user name must not violate rights of third parties, trademarks, or similar protected names or goods. The customer is obligated to keep the password secret. Upon notification of acceptance by the Company, the new IBM will be entered into the Company database. If there are any errors on the application, IBMs should verify with the Company Customer Service as soon as the error is discovered (within 24 hours) to avoid delays in any rights under the IBMA Agreement.
The IBM must notify the Company about any changes in personal information. The IBM is obligated to inform the Company immediately if any unauthorized use of the personal online account has been made.
PLEASE NOTE: Applications will not be accepted from the following countries: Iran, Iraq, North Korea, or from any country whose applications would violate any of the applicable and relevant national, international or EU treaty, directive and/or regulations that may comply.
IBMs may only market INBS Services or recruit new IBMs in those countries officially authorized by the Company.
A person or business entity may not apply as IBM using a fictitious or assumed name.
IBMs who are recommending the Company’s business model to other prospects/new IBMs in order to participate in the Referral System must ensure that each potential new IBM has reviewed and has had access to the current Policies and Procedures, the Compensation Plan and all other Official Company publication prior to passing on the individual the online application form.
§ 3 MULTIPLE IBMA APPLICATIONS
If an applicant submits multiple IBMA Agreements, which list different sponsors, only the first complete Agreement received by the Company will be accepted. It is absolutely forbidden to register as an IBM more than once in the system. Any kind of circumvention may be sanctioned by immediate termination of cooperation and loss of all rewards. Besides, the company reserves further legal action such as damage compensation explicitly.
§ 4 ELIGIBILITY REQUIREMENTS / KYC
A. Legal Age: Any individual who is of legal age (18 years) and residing in a country where the Company is doing business is in general eligible to become an IBM.
B. ID Number: A valid Identification Number (any kind of government ID) is to be provided on the application. This number has to be a Tax Identification Number, if applying as a business, or a government I.D., such as a passport number. Incorrect Tax I.D. Numbers or other essential incorrect information and/or supporting documentation can result in a € 100,00 processing fine and/or termination.
C. 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 may be rejected without such documentation.
D. Change of your enrolling IBM: IBMs wishing to change their registering IBM can do so only by resigning and then waiting six months (6) before reregistering with a different IBMA.
§ 5 STATUS OF IBM
IBMs are independent contractors / referrers in the sense of Independent Individuals or Business formations completely self-responsible for determining their own activities without any direction or control by the Company. They are not franchisees, joint ventures, partners, employees or agents of the Company, and are prohibited from stating or implying whether orally or in writing, otherwise.
IBMs have no authority to bind the Company to any obligation. The Company is not responsible for payment or copayment of any employee benefits. IBMs 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 IBM. IBMs are responsible for all their personal or corporate tax liabilities.
IBMs set their own hours and determine how to conduct their INBS business and are responsible for their own management decisions subject to the IBMA Agreement. The reference to “position” is as it applies to IBMs participation in the Compensation Plan and adherence to the IBMA Agreement.
Independent Customers must comply with all federal, state and local statutes, regulations and ordinances concerning the operation of their business. They are responsible for their own management decisions and expenditures.
§ 6 CHANGES IN IBM STATUS
A. Death: Upon the death of an IBM, the rights and responsibilities of the IBM are passed on to the rightful heir(s) as determined by a court of competent jurisdiction or underlying national legislation. The heir(s) must also confirm in writing within 6 months of the previous IBM’s death that he or she shall be bound by the terms and conditions of the IBMA Agreement.
B. Divorce: Upon divorce, The Company must be notified as to which former spouse will assume ownership of the IBM position as determined by a court of competent jurisdiction. A change in the ownership of the IBM position will not take place until the Company receives a copy of the divorce documentation. Should the party who does not assume ownership of the IBM position desire to remain an IBM; he/she may do so by submitting a new IBM Application at the time the divorce documentation is submitted to the Company.
He/she shall then be entered as a new IBM in accordance with the enrollment policy of the Company. Company may suspend the IBM 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.
C. Marriage: If two (2) existing IBMs marry, they may maintain their separate IBM positions
D. Dissolution of Corporate or Partnership IBM position: Upon the dissolution of a corporation or termination of a partnership, which owns the IBM position, the ownership of the IBM position will be transferred pursuant to the IBM Agreement among the shareholders or partners or upon order of a court of competent jurisdiction upon written notification to the Company. If one or more of the partners or shareholders in an IBM position terminates his/her on-going relationship with the 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 IBM 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 IBM position, the Company may suspend the IBM 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.
E. Sale of an IBM position or any rights, direct or indirect, relating to an IBM position may not be transferred by the IBM without prior written approval from the 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 IBMs for at least six (6) months after the effective date of the sale.
An IBM 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 the 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 IBM position upon the sale. The Company shall not grant a refund on inventory from a person who sold his/her interest in an IBM position. The seller may not reapply or purchase another IBM position for a period of twelve (12) months, either as an individual, partnership or corporation or other legal entity. The purchaser of an IBM position shall be responsible for all acts or omissions of the seller in contravention of the IBMA 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 IBMA Agreement.
F. Mergers; Addition of Co-IBMs, Partners, Shareholders and/or Owners: Mergers will be permitted only between enrollee and its first level. The Company reserves the right in its sole and absolute discretion to approve or disapprove any proposed merger or admission of Co-IBMs, partners, shareholders or other owners. The admission of a Co-IBM, 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.
G. Withdrawal or Removal of Co-IBMs, Partners and/or Owners: If a Co-IBM, Partner or Owner is removed or withdrawn from the IBM position, the remaining IBM position shall be responsible for all acts or omissions in contravention of the IBMA Agreement, of those who have left the IBM position, for a period of six (6) months after the date of the departure of the Co-IBM, 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 IBMA Agreement.
Co-Ownership over IBM positions – in case of co-ownership over certain position the COMPANY will reflect this in its records: All relations between co-owners, including future activity of the IBMs – co-owners are exclusive responsibility of the IBMs. The Company is not responsible and cannot be held liable for any unsettled legal and financial relations and/or obligations between the co-owners.
H. Name Change: An IBM may change the operating name of the IBM position by forwarding written notification, also via email, to the Company. The operating / user name must not violate rights of third parties, trademarks, or similar protected names or goods. The 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.
I. Changing the registering/enrolling IBM: Except as set forth in Section 4 D, changing your enrolling IBM is not allowed. The IBM commission opportunity is a business built upon sales of products/services and upon the creation of relationships. Once a new IBM is referred or enrolled, the Company will protect this relationship to the fullest extent possible.
J. Suspension of Commission Payments: If there is any question over the disposition of the IBM position or the income from the IBM position (whether by reason of an event described in A through J or otherwise), the Company may suspend the IBM 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.
§ 7 PROPRIETARY INFORMATION
1. CONFIDENTIALITY AGREEMENT
During the term of the Agreement, the Company may supply to IBM 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 Company by third parties (including, but not limited to, credit data, profiles and product purchase information), manufacturer and supplier information, business reports, Reward or sales reports and such other financial and business information which 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 IBM in strictest confidence on a “need to know” basis for use solely as far as needed for the business relationship with the Company. IBM must use their best efforts to keep such information confidential and must not disclose any such information to any third party, or use this information for any non-company activity directly or indirectly.
IBM must not use the information to compete with the Company or for any purpose other than promoting the Company’s program and its products and services. Upon termination of the Agreement for whatever reason, IBM must discontinue the use of such confidential information and promptly return any confidential information in their possession to the Company.
2. CONFIDENTIALITY OF VENDOR
Company’s business relationships with its vendors, manufacturers and suppliers are confidential. IBM must not contact, directly or indirectly, or communicate by any channel with any supplier or manufacturer of the Company.
Whenever you visit Company´s website, your Internet browser transmits the following data to our web server: Date and time of the website visit, the sender’s IP address, the requested resource, http-method and User Agent header. However, our web server will store these data separately from other data; hence, it is not possible for us to allocate these data to a specific person. Following an anonymous analysis for statistical purposes, these data will be deleted immediately.
The Company uses Google Analytics for being able to categorize requests and requirements of the IBM/ Customer. Google Analytics applies so-called “cookies”, text files, which will be stored on your computer and allow analyzing your use of the website. The information created by the cookies referring to your visit of this website (including your IP-address) will be transferred to a server of Google in the USA and stored there. Google will use this information for analyzing your use of the website, for compiling reports on the website activities for the website-operators and for providing additional services related to website and internet usage. Furthermore, Google may eventually pass this information on to third parties, if this is required by law or if third parties will process these data on Google’s behalf. Google will not associate your IP-address with other data of Google. You may refuse the installation of cookies by selecting the appropriate settings on your browser software; however please note that if doing so you may eventually not be able to make full use of all the functions of this website. By using this website, you agree that the data collected by Google concerning your person may be processed in the manner and for the purpose described above.
The Company collects personal information and usage statistics to maintain a high-quality customer experience and deliver superior customer service. Some information we request directly from the IBMA registration. Other pieces of data are gathered indirectly from website traffic, your computer hardware and Internet connection. The Company does not disclose personal information you provide to any third parties without your permission. The Company may disclose your personal information if required to do so by law or in the good faith belief that such action is necessary to conform to the edicts of the law or comply with legal process served on this web site.
The Company gathers stores and utilizes Personal Data worldwide in strict accordance with the applicable law. The Company uses your personal information with your explicit permission to support and extend our business relationship with you.
The Company only passes on Personal Data in accordance with statutory requirements and with your permission to third party companies if those companies undertake to comply with our contractual obligations to you and endorse our data protection policy.
Personal Data will be used within the core business purpose as a Referral Marketing Company to meet the contractual obligation in respect to our carefully selected business partners, mainly to forward qualified potential customers to the various offers of our contractual partners. These business partners are subject to the same privacy standards.
Besides, personal information about any IBM (like the name, address and telephone number) will not be passed on or sold to outside companies for their marketing or advertising purposes without your explicit permission.
The Company complies with applicable laws and industry standards when transferring, receiving and storing consumer data. Access to your personal information is limited to those employees who require the information in order to provide products or services to you as part of their daily business. The Company only does collect personal information from individuals with a minimum legal age of 18 years.
The personal information provided by a Customer during the registration process is used for the Company’s internal purposes only; including third parties who are reasonably necessary to fulfill your service and purchase requests like third- party fulfillment houses, customer support, billing and credit verification services, and the like; and to comply with tax and other applicable law; as otherwise expressly permitted by this Agreement or as otherwise authorized by you.
§ 9 TAXATION
Any IBM is completely self-responsible to declare and pay any and all due taxes according to the tax scheme of the country where he lives or where his business is registered on any earnings from the Company or on sales proceeds or earnings from selling Company’s products. The Company will provide a record of any and all commissions paid by the Company to each IBM and will issue and file such reports to governmental agencies or others as may be required by law. IBMs will not be treated as an employee of the Company for any income tax purposes. To safeguard that no tax evasion can occur, the IBM must give the Company personal identification information (KYC) in their country of residence to which the Company can make payments through a designated payment facilitator of any amount due by the Company to the IBM.
The Company encourages all IBM to keep complete and accurate records of all their business activity transactions. This shall include (but not be limited to) the obligation to make, execute or file, all reports and obtain licenses (including, if applicable, VAT registration) as are required by law and/or the type of activity.
§ 10 IBM REFERRER POLICY
Every new IBM has a Referring IBM. Each new prospect has the right to choose where he wants to get enrolled within the referral system. An IBM 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 an IBM or the Company.
Dispute: The Company recognizes the Referring IBM as the IBM shown on the first entered original IBM Application completed, dated, and electronically entered into Company’s database.
IBMs who enroll other IBMs must thereafter use their best efforts to provide an on-going basis, bona fide supervision and training of these IBMs and their sales group. This should include ongoing contact, communication, encouragement and support of his/her sales / referral organization.
§ 11 PLACEMENT POLICY
An IBM is solely responsible for allocating the placement priority of a new IBM that they enroll in their Sales / Referral organizations structure. The IBM management tool is available in each IBMs online back-office. It is critical that the placement of a new IBM is correct at the time of the enrollment. THE ORDER/PLACEMENT IN WHICH YOU RECORD THE IBM’s YOU ENROLL IS FINAL. IT WILL NOT BE CHANGED.
§ 12 COMPENSATION PLAN AND TERMS
See INBS website “Compensation Plan” and future additions. The IBM acknowledges and agrees that the Company reserves the unequivocal right to change or modify the Company’s General Terms and Conditions, the present IBMA Agreement and Compensation Plan. The Company will notify the IBM about any changes to the Compensation Plan upfront within a reasonable time of a minimum of four (4) weeks.
§ 13 LIMITED LICENSE
The 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 IBMs by the Company, the IBM shall not use or display such trademarks, service marks, trade names, slogans, symbols, and color schemes without Company’s prior written permission. IBM acknowledges that any right to use Company’s trademarks and copyrighted materials is non-exclusive, and the Company has the right and sole discretion to grant others the right to use such trademarks and materials. IBM expressly recognizes that any and all good will affiliated with the trademarks and copyrighted materials (including goodwill arising from IBMs use) inures directly and exclusively to the benefit of the Company and is the property of the Company, and that, on expiration or termination of this IBM Agreement, no monetary amount shall be attributable to any goodwill affiliated with IBMs use of the trademarks or copyrighted materials.
§ 14 ADVERTISING
Trademarks/Service Marks: IBMs shall not advertise products or business opportunity in any way other than by use of authorized advertising or promotional materials made available to the IBM by the Company.
A. IBMs 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 imply that they are employed by or are agents of the Company. All advertisements must provide the name of an IBM only. IBMs shall not make any representations as to potential income to be received by a prospective IBM.
B. All INBS 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 IBMs or any other person unless authorized in writing by the Company.
C. IBMs may not produce, use or distribute any information relative to the contents, characteristics, or properties of products which has not been provided directly by the Company. This includes but is not limited to print, audio or online media.
D. IBMs 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 the Company for its IBMs. An IBM may not purchase, sell, or distribute non-Company materials that imply or suggest that said materials originate from the Company.
E. Any and all support materials, e.g. promotional and premium items are to be sold and/or distributed only by the Company or Company’s approved vendors.
F. IBMs may not answer the telephone and/or use any telephonic message device in a way that would represent or imply that they are employed by or are agents of the Company.
G. IBMs may be listed in telephone directories white or yellow pages as follows: “Smith, Jane and John, Independent Business Associate Address and/or Telephone Number”
H. An IBM may list any contact number under the name of his/her IBM position, as an IBM, and must not represent that he/she is employed by, or is an agent of the Company.
I. The 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 IBMs or potential members.
J. Media opportunities are not individual sales opportunities. All media opportunities must be referred to Company’s relevant department. IBMs must not have any contact with the media unless prior written authorization from the Company is received.
K. IBMs 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.
L. Donations may not be made for soliciting media coverage. If the media solicits coverage of an event, Company’s relevant department must be notified immediately to review the media opportunity.
M. An IBM may order business cards in compliance with the requirements of the General Terms and Conditions and the relevant copyright legislation. Use of the Company’s trademarks is permitted only after explicit written consent has been granted from the Company. Any non-authorized use of the Company’s trademarks presents a violation of the General Terms and Conditions and relevant sanctions will be imposed. If an IBMs relationship with the Company is terminated, he/she must immediately cease using and destroy all business cards utilizing Company’s trademarks, trade names, services marks, logos or color schemes.
N. IBM may not re-label, repackage, or modify Company’s materials in any way.
O. No endorsements by a Company officer or administrator or third parties may be asserted, except as expressly communicated in Company’s literature and communications. IBMs may not represent or imply, directly or indirectly, that the Company´s programs, products or services have been approved or endorsed by any governmental agency.
P. IBMs may not advertise or promote their IBM business or Company’s business, products or Compensation 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 the Company, whose approval may be withheld at its sole discretion. If written approval is given, IBMs must abide by the guidelines set forth by the Company, including but not limited to the following:
(a) IBMs 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 IBMs;
(b) IBMs operating on-line websites, whether or not they collect personal information from individual members, shall disclose to the member in a prominent place on the website how the member’s information will be used and must follow any laws regulating the handling of personal data, including GDPR mandates;
(c) IBMs sharing personal information collected on-line should provide individual members with an opportunity to prohibit the dissemination of such information, and if any member requests that his or her personal information not be shared, IBMs shall refrain from sharing such information;
(d) IBMs shall provide individual members the option to terminate any further communication between the IBMs and the member and if any member requests that an IBM cease communication, the IBM should immediately stop communicating upon such request;
(e) IBMs 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;
(f) IBMs 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;
(g) IBMs 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;
(h) IBMs may not send bulk unsolicited e-mails to persons who have not requested information. Spam is strictly prohibited!
Q. At sales presentations, IBMs shall truthfully identify themselves, their products, and the purpose of their business to prospective members. IBMs 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. IBMs must immediately discontinue a demonstration or sales presentation upon request. IBMs shall not directly or by implication, denigrate any other company or product. IBM 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 that can be substantiated. IBM shall not abuse the trust of individuals, shall respect the lack of commercial experience of individuals and shall not exploit a potential member’s age, illness, lack of understanding or lack of language expertise. IBM’s may not systematically entice or solicit direct sellers from other direct selling organizations.
§ 15 DELAYS / Force Majeure
The Company shall not be responsible for delays and failures in performance of its obligations when performance is made commercially impracticable 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, government decrees or any other force majeure or unforeseeable circumstances.
§16. DURATION / RENEWAL
(a) The Agreement becomes valid with the acceptance by the Company and lasts in general without limitation in time. As IBMs are registering with the Company as an entrepreneur and not as a consumer therefore do not have the statutory right to revoke this agreement.
Nevertheless, the Company is voluntarily granting a right to rescind this agreement within 14 (fourteen) days. IBMs can revoke their agreement by providing written notice (by Customer Support ticket) within 14 (fourteen) days, without any need to provide cause. The 14 (fourteen) days period begins once IBM submit his/her application. The deadline is considered met if the notice has been sent by the deadlines, as evidenced by the date of the support ticket. The revocation request must be sent through a Customer Support ticket.
(b)If the agreement is canceled, any benefits, payments, and/or services received by either party must be returned to the other, together with any benefits derived from the same. At this time, the Company expressly indicate that the services are considered to have been used once the IBM has accessed the services electronically via Internet. If an IBM cannot return the services received either in full or in part, or an IBM can only return them in a condition worse than that in which they were received, the specified IBM must reimburse for any loss in value. All payment refunds will be made within 30 (thirty) days. For the IBM, the period begins when revocation notice is sent, and for the Company upon receipt of the same.
(c) An IBM may re-register with the Company after canceling their previous agreement, provided that said cancelation of the IBM was more than 6 (six) months earlier and that the IBM has not since performed any activities for the INBS in the interim.
The Company reserves the right to not refund IBM’s for Packages/Events etc. of its proprietary information that IBM has already used or participated in.
(d) The agreement may be terminated by both parties at any time, even within the contractual period, with one month’s written notice delivered by Customer Support ticket to customer service prior to the end of the next calendar month. Thereby IBM loses his Status, all “sponsorship rights”, his “Position” in the Direct Sales Referral structure and all rights in respect to rewards, bonuses or any other kind of payments.
(e) Where national, binding state laws on termination are inconsistent with this policy, the applicable state law shall apply (Primacy of Law).
§ 17 CONFLICTS OF INTEREST AND CONFIDENTIALITY
IBM’s are free to participate in other business ventures to the extent that such are not direct competitors of the Company. If IBMs are simultaneously active for several companies, they agree to organize their business activities in such a way as to avoid any connection or mixing of their activities for these other companies with their activities for INBS In particular, IBMs may not offer products/services other than INBS’s products/services at the same time, in the same place or in the immediate vicinity or on the same website, Facebook page, other social media/online platform, print media, video, record audio or any other form of media.
(a) IBMs are also prohibited from recruiting other IBMs (members) for the sale of other company’s products.
(b) IBMs are also prohibited from violating – by entering into another contract – the rights of other IBMs or other sales contracts concluded with further companies and the clauses of which are still valid.
During the term of the IBM Agreement, the Company may supply to IBMs confidential information, including, but not limited to members’ lists, member specific information developed by the Company or developed for and on behalf of the Company by IBMs, (including, but not limited to, members and IBM profiles and product purchase information), IBM lists, manufacturer and supplier information, business reports, commission or sales reports and such other financial and business information which the Company may designate as confidential.
All such information (whether in written or electronic form) is proprietary and confidential to the INBS and the Company and is transmitted to IBMs in strictest confidence on a “need to know” basis for use solely in IBMs business with INBS
IBMs must keep such information confidential and must not disclose any such information to any third party, directly, or indirectly. IBMs must not use the information to compete with the Company or for any purpose other than promoting INBS’s program and its products and services.
Upon expiration, non-renewal or termination of the IBM Agreement, IBMs must continue to keep such information confidential, discontinue the use of such confidential information and return within 60 (sixty) days any confidential information in their possession and all copies thereof to the Company.
§ 18 PROHIBITED USAGE
The excessive usage violation of the INBS website through traffic bots or list spamming is strictly prohibited. Violations of this policy can result in suspension or termination of the violating IBM besides requesting damage compensation from the IBM.
§ 19 TIME EXCLUSION OF POTENTIAL CLAIMS
If an IBM has questions about or believes any errors have been made regarding commissions, bonuses, sales group activity reports, or charges, the IBM must notify the Company within 14 (fourteen) working days of the date of the unreported error or incident in question. The Company will not be responsible for any errors, omissions or problems not reported to it within 14 (fourteen) working days. The Company reserves the right to withhold any bonuses or other payments, which have been accrued, due to technical malfunctions or other operational errors.
§ 20 CONTINUING DEVELOPMENT & SUPERVISION OBLIGATIONS
Any IBM who wishes to participate in INBS and benefit from the Referral System implemented Compensation Plan must perform a bona fide supervisory function to ensure that his or her sales group is properly operating his or her business. IBMs must have ongoing contact, communication and management supervision with the IBMs 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 present IBM Agreement.
§ 21 NON-DISPARAGEMENT
IBMs must not disparage other INBS IBMs, Company’s products/services, the Compensation Plan, or Company’s employees.
§ 22 REPORTING POLICY VIOLATIONS
IBMs observing a policy or agreement violation by another IBM should submit a written report by Customer Support ticket of the violation directly. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the Customer Support ticket.
§ 23 DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
A. Violation of the present IBMA Agreement, fraudulent, deceptive or unethical business conduct by any IBM may result, at Company’s discretion, in one or more of the following corrective measures:
(a) Issuance of a written warning or admonition;
(b) Requiring the IBM to take immediate corrective measures;
(c) Imposition of a fine, which may be withheld from the IBMs account;
(d) Loss of rights to one or more bonus payments;
(e) Any other measure, which the Company deems practicable to implement to equitably resolve injuries caused partially or exclusively by the IBMs policy violation or contractual breach.
(f) Involuntary cancellation of the offending IBMs position;
(g) Immediate removal of the IBM website(s) and termination of the IBMs position;
(h) Any other measures expressly allowed within the present IBM Agreement or allowed by law;
(i) The IBM is only entitled to a commission if he or she is not in violation of the present IBM Agreement.
B. In the event an IBM is suspended/terminated and desires for his or her suspension/termination to be reconsidered, the Company must receive the request for reconsideration in writing within 14 (fourteen) days from the date of notice of suspension/termination. If no request for reconsideration is received within the 14 (fourteen) days period, the termination will automatically be deemed final.
If an IBM files a timely notice of request for reconsideration, the Company will review the request for reconsideration and notify the IBM of its decision within 30 (thirty) days after receipt of the request for reconsideration. The decision of the Company will be final and subject to no further review.
In the event the suspension/termination is not rescinded, the suspension/termination will remain in effect as of the date stated in the original termination notice.
C. Grievances and Complaints. When an IBM has a grievance or complaint with another IBM regarding any practice or conduct in relationship to their respective INBS businesses, the complaining IBM should first report problem to their registering IBM who should review the matter. If the matter cannot be resolved it must be reported through a Customer Support ticket for a Company.
D. Cost Effective Dispute Resolution/Waiver of Jury Trial.
The Parties will act to amicably resolve questions and differences concerning structure, interpretation and effects of this IBM Agreement and other questions regarding the present agreement or the subject matter of the latter.
E. Any dispute related to commercial and inter-companies matters shall be referred to and finally resolved through the Dispute Resolution Association.
(a) 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 the Company without Company’s prior written consent.
The Company may seek any applicable remedy in any applicable forum with respect to these disputes and with respect to money owing to the Company. In addition to monetary damages, the Company may obtain injunctive relief against any violation of the IBM Agreement or misuse of Company’s trademarks, copyrights or confidential information.
(b) Nothing in this rule shall prevent the Company from terminating the IBMA 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.
(c) 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 General Terms and Conditions, the present IBMA Agreement or the Compensation Plan.
§ 24 NOTICES
All notices to be given pursuant to the present IBMA Agreement shall be deemed to have been properly given by Customer Support ticket. All notices shall be deemed given 14 (fourteen) business days from the date of the Customer Support ticket.
§ 25 NON-WAIVER PROVISION
Failure of the Company to exercise any right stated in the present IBMA Agreement shall not constitute a waiver of Company’s right to demand exact compliance therewith. Waiver by the Company of any breach of any provision of the present IBMA Agreements shall not constitute a waiver of any prior, concurrent, or subsequent breach by the IBM.
§ 26 SEVERABILITY / SALVATORY CLAUSE
If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the present IBMA Agreement is held to be invalid or enforceable, the 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 IBM shall be bound by any such modification. The modification will be effective only in the jurisdiction in which it is required. If any of these provisions cannot be applied for whatever reason, this shall not affect the validity of the remaining provisions.
§ 27 LIMITATION OF DAMAGES
TO THE EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES OR CONSULTANTS SHALL NOT BE LIABLE FOR, AND IBMs 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 IBM AND THE COMPANY, WHETHER SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY.
FURTHERMORE, IT IS AGREED THAT ANY DAMAGES TO AN IBM SHALL NOT EXCEED, AND IS HEREBY EXPRESSLY LIMITED TO THE AMOUNT OF UNSOLD COMPANY’S PROGRAMS, SERVICES AND/OR PRODUCTS OWNED BY THE IBM AND ANY COMMISSIONS OWNED BY THE IBM.
§ 28 NO WARRANTIES
THE 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 IMPLIED, 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 IBM PARTICIPATION IN ANY SERVICE. IBM’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 IBM’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 IBM’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.
IBM 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 MEMBER DATA OR FOR THE DELETION, CORRUPTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE OF ANY MEMBER DATA OR FOR ANY THIRD PARTY ACCESS TO ANY MEMBER DATA. THE COMPANY IS NOT RESPONSIBLE AND CANNOT BE HELD LIABLE FOR INCORRECT USERNAMES AND OTHER DATA PROVIDED BY THE IBM.
THE COMPANY IS NOT RESPONSIBLE AND MAY NOT BE HELD LIABLE FOR ANY ADDITIONAL BANK FEES, TAXES AND CURRENCY EXCHANGE RATES, THAT MAY RESULT IN ANY AMOUNTS TO BE ADDED TO THE ACCOUNT OF THE RESPECTIVE IBM.
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.
§ 29 LIMITED LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATED PARTIES SHALL HAVE NO LIABILITY WHATSOEVER FOR IBM’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)
(a) ARISING FROM ANY DECISION MADE OR ACTION TAKEN BY THE IBM IN RELIANCE UPON THE CONTENT OR OUR PRODUCTS OR SERVICE,
(b) 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,
(c) ANY INCORRECT OR MISSING INFORMATION OR DATA
(d) OTHERWISE ARISING OUT OR RESULTING FROM LOSS OF THE IBM’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 ACTUAL DAMAGES OR THE CHARGES PAID BY IBM TO THE COMPANY.
THE 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.
THE ABOVE LIMITATIONS AND EXCLUSIONS SHALL APPLY TO THE IBM TO THE FULLEST EXTENT THAT APPLICABLE LAW PERMITS, IN ALL ACTIONS OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY.
ANY CLAUSE DECLARED INVALID SHALL BE DEEMED SEVERABLE AND NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THE PRESENT IBM AGREEMENT.
§ 30 INCOME STATEMENT
An IBM’s success depends in great part upon his or her skills, efforts, dedication, desire, and motivation. Becoming an IBM is NOT a guarantee of income. IBM must truthfully and fairly describe the way commissions may be earned by successful referrals and the content of the Compensation Plan. No past, potential or actual income claims may be made to prospective new IBMs, nor may they use their own income as indications of the success assured to others. “Income checks” may not be used as marketing materials. IBM also may not guarantee commission payments or estimate expenses to prospects.
§ 31 GOVERNING LAW
The law of the Portuguese Republic shall apply with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
The place of fulfilment for all services and products arising from business transactions with the Company shall be the Portuguese Republic insofar as the customer is a merchant, a legal person governed by public law or a special fund under public law.
If the customer is a merchant, legal person governed by public law or special fund under public law, Portuguese Republic shall be the exclusive place of jurisdiction for any disputes arising directly or indirectly from the contractual relationship with the customer or from these General Policies and Procedures of Business.
Abundantsuccess S.A. / INBS
Rua das Aguas livres n 4
2605197 Belas Clube de Campo
Registration Number: 515665770
VAT Number: PT515665770