1. INTRODUCTION

1.1 Mutual Commitment Statement

iMarket Direct™ and or UltraGlobal Inc.("iMarket Direct™ and or UltraGlobal") recognizes that in order to develop a long-term and mutually rewarding relationship with its dealer ("Dealer" or, collectively, the "Field") and Customers, iMarket Direct™ and or UltraGlobal and the dealer must acknowledge and respect the true nature of the relationship, not in legal terms, but in spirit and essence.

 

iMarket Direct™ and or UltraGlobal recognizes that without happy, loyal, and successful dealer, iMarket Direct™ and or UltraGlobal could not exist for very long. Likewise, without a well-run and profitable Company, the dealer would not have a solid long-term business opportunity.

 

1. In the spirit of mutual respect and understanding, iMarket Direct™ and or UltraGlobal commits to:
   1. Provide prompt, professional and courteous service and communications to all of its dealer and customers.
   2. Provide the highest quality products, at fair and reasonable prices.
   3. Exchange or refund the purchase price of any iMarket Direct™ and or UltraGlobal product, service or membership as provided in our Return Policy.
   4. Ship orders promptly and accurately.
   5. Pay commissions accurately and on a timely basis.
   6. Expedite orders or checks if an error or unreasonable delay occurs.
   7. Roll out new products and programs with Field input and planning.
   8. Implement changes in the Compensation Plan or Policies and Procedures that affect the Field with input from the Field.
   9. Support, protect and defend the integrity of the iMarket Direct™ and or UltraGlobal Business Opportunity.
   10. Offer dealer an opportunity to grow with iMarket Direct™ and or UltraGlobal with such growth guided by the principles of Servant Leadership.
2. In return iMarket Direct™ and or UltraGlobal expects that its dealer will:
   1. Conduct them in a professional, honest, and considerate manner.
   2. Present iMarket Direct™ and or UltraGlobal corporate and product information in an accurate and professional manner.
   3. Present the Compensation Plan and Return Policy in a complete and accurate manner.
   4. Not make exaggerated income claims.
   5. Make reasonable efforts to support and train dealer and customers in their down line.
   6. Not engage in cross-line recruiting, unhealthy competition or unethical business practices.
   7. Provide positive guidance and training to dealer and Customers in their down line while exercising caution to avoid interference with other down lines. As such, a dealer is discouraged from providing cross-line training to a dealer or customer in a different organization without first obtaining consent of the dealer's or customers up line leader.
   8. Support, protects, and defends the integrity of the iMarket Direct™ and or UltraGlobal Business Opportunity.
   9. Accurately complete and submit the dealer agreement and any requested supporting documentation in a timely manner.
   10. Embrace and practice the principles of Servant Leadership in their relationships with customers and other dealer and iMarket Direct™ and or UltraGlobal.

 

1.2 iMarket Direct™ and or UltraGlobal Policies and Compensation Plan Incorporated into the dealer agreement

1. These Policies and Procedures as they may be amended by iMarket Direct™ and or UltraGlobal from time to time, are incorporated into, and form an integral part of, the dealer agreement. Throughout these Policies, when the term "Agreement" is used, it collectively refers to the iMarket Direct™ and or UltraGlobal dealer agreement, these Policies and Procedures, and the iMarket Direct™ and or UltraGlobal Compensation Plan.
2. It is the responsibility of the sponsoring dealer to provide the most current version of these Policies and Procedures (available on the iMarket Direct™ and or UltraGlobal Web site) and the iMarket Direct™ and or UltraGlobal Compensation Plan to each applicant prior to his or her execution of a dealer agreement.

1.3 Purpose of Policies

1. iMarket Direct™ and or UltraGlobal is a direct sales company that markets products and services through independent dealers referred to as dealer. To clearly define the relationship that exists between dealer and iMarket Direct™ and or UltraGlobal, and to explicitly set a standard for acceptable business conduct, iMarket Direct™ and or UltraGlobal has established these Policies and Procedures.
2. iMarket Direct™ and or UltraGlobal Dealers are required to comply with (l) all of the terms and conditions set forth in the agreement, which iMarket Direct™ and or UltraGlobal may amend in its sole discretion; (ll) all Federal, state, provincial, territorial, and local laws governing his or her iMarket Direct™ and or UltraGlobal business; and (lll) these Policies and Procedures.
3. iMarket Direct™ and or UltraGlobal dealer must review the information in these Policies and Procedures carefully. Should a dealer have any questions regarding a policy or rule, the dealer is encouraged to seek an answer from his or her sponsor or any other upline dealer. If further clarification is needed the dealer may contact iMarket Direct™ and or UltraGlobal customer service.

1.4 Changes, Amendments, and Modifications
 

1. iMarket Direct™ and or UltraGlobal reserves the right to amend or modify these Policies and Procedures, or change its prices at any time. By signing the dealer agreement or by accepting commission checks or other payments or awards from iMarket Direct™ and or UltraGlobal, and dealer specifically agrees to abide by these Policies and Procedures and all such changes, amendments, or modifications.
2. Any such amendment, change, or modification shall be effective immediately upon notice by one of the following methods:
   1. Posting on the official iMarket Direct™ and or UltraGlobal Web site;
   2. Electronic mail (e-mail); or in writing through the iMarket Direct™ and or UltraGlobal newsletters or other iMarket Direct™ and or UltraGlobal communication channels.

1.5 Delays
 

iMarket Direct™ and or UltraGlobal shall not be responsible for delays or failures in performance of its obligations when such failure is due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, transportation difficulties, riot, war, fire, weather, curtailment of a source of supply, or government decrees or orders.

 

1.6 Effective Date

 

These Policies and Procedures shall become effective as of October 13, 2010 and, at such time, shall automatically supersede any prior Policies and Procedures (the "old Policies and Procedures"), and, on that date, the old Policies and Procedures shall cease to have any force or effect.

 

2. BASIC PRINCIPLES

 

2.1 Becoming an iMarket Direct™ and or UltraGlobal dealer

 

1. To become a dealer, an applicant must comply with the following requirements:
   1. Be of the age of majority (not a minor) in his or her state of residence.
   2. Reside or have a valid address in the United States, a U.S. territory, or Canada.
   3. Have a valid Social Security Number, Federal Tax ID Number, or Taxpayer Identification Number (TIN)
   4. Choose one of the iMarket Direct™ and or UltraGlobal membership options, and sign up under one of those options.
   5. Submit a properly completed and signed dealer agreement to iMarket Direct™ and or UltraGlobal.
   6. Have a iMarket Direct™ and or UltraGlobal sponsor.
   7. Not be a iMarket Direct™ and or UltraGlobal employee, the Spouse of a iMarket Direct™ and or UltraGlobal employee or related to an employee of iMarket Direct™ and or UltraGlobal and living in the same household as such iMarket Direct™ and or UltraGlobal employee.

 

2.2 New Dealer Registration by Internet, Fax, Mail or Telephone

 

1. A potential new dealer may self-enroll on the sponsor's web site. In such event, instead of a physically signed dealer agreement, iMarket Direct™ and or UltraGlobal will accept the web enrollment and dealer agreement by accepting the "electronic signature" stating the new dealer has accepted the terms and conditions of such dealer agreement. Please note that such electronic signature constitutes a legally binding agreement between the dealer and iMarket Direct™ and or UltraGlobal.
2. The Sponsor or the new dealer may call iMarket Direct™ and or UltraGlobal customer service during regular business hours to receive a iMarket Direct™ and or UltraGlobal identification number (EIN), which will be used to place orders, structure organizations, and track commissions and bonuses.
3. Enrollments made by phone or on behalf of the new dealer, through the sponsor's iMarket Direct™ and or UltraGlobal back office, will require the submission of a physically signed dealer agreement.
4. iMarket Direct™ and or UltraGlobal reserves the right to require signed paperwork for any account, regardless of origin.
5. If requested the signed dealer agreement must be received by iMarket Direct™ and or UltraGlobal within14 days of enrollment.
6. Signed documents, including but not limited to dealer agreements, are legally binding contracts which must not be altered, tampered with or changed in any manner after they have been signed. False or misleading information, forged signatures or alterations to any document, including business registration forms, made after a document has been signed may lead to sanctions, up to and including involuntary termination of the dealer's dealership.

 

2.3 Rights Granted

 

1. iMarket Direct™ and or UltraGlobal hereby grants to the dealer a non-exclusive right, based upon the terms and conditions contained in the dealer agreement and these Policies and Procedures, to:
   1. Purchase iMarket Direct™ and or UltraGlobal products and services;
   2. Promote and sell iMarket Direct™ and or UltraGlobal products and services; and
   3. Sponsor new dealer and customers in the United States and its territories, Canada, and in countries where iMarket Direct™ and or UltraGlobal may become established after the effective date of these Policies and Procedures.

 

2.4 Identification Numbers

 

1. Each dealer is required to provide his or her Social Security Number or Federal Tax Identification Number to iMarket Direct™ and or UltraGlobal on the dealer agreement. iMarket Direct™ and or UltraGlobal reserves the right to withhold commission payments from any dealer who fails to provide such information or who provides false information.
2. Upon enrollment, iMarket Direct™ and or UltraGlobal will provide a iMarket Direct™ and or UltraGlobal identification number to the dealer. This number will be used to place orders, structure organizations, and track commissions and bonuses.

 

2.5 Renewals and Expiration of the Dealer Agreement

 

1. If the dealer allows his or her dealer agreement to expire do to nonpayment the dealer will lose any and all rights to his or her down line organization unless the dealer re-activates within 60 days following the expiration of the agreement.
2. If the former dealer re-activates within the 60-day time limit, the dealer will resume the rank and position held immediately prior to the expiration of the dealer agreement. However, such dealer's payout level will not be restored unless he or she qualifies at that payout level in the new month. The dealer is not eligible to receive commissions for the time that the dealer's dealership was expired.
3. Any dealer whose agreement has expired and lapsed the 60 day grace period is not eligible to re-apply for an iMarket Direct™ and or UltraGlobal business for 12 months following the expiration of the dealer agreement.
4. Any dealer terminated by iMarket Direct™ and or UltraGlobal may not re-apply to do business for 12 months of their termination date.
5. The down line of the expired dealer will roll up to the immediate, active up line sponsor.

 

2.7 Business Entities

 

1. A corporation, partnership, LLC, or trust (collectively referred to as a "Business Entity") may apply to be an iMarket Direct™ and or UltraGlobal dealer. This dealer business and position will remain temporary until the proper documents are submitted. The entity must submit its Certificate of Incorporation, Articles of Agreement, Partnership Agreement, Operating Agreement, or appropriate trust documents to iMarket Direct™ and or UltraGlobal, along with a properly completed Business Entity Registration. iMarket Direct™ and or UltraGlobal must receive these documents within 14 days from the date the dealer agreement was signed.
2. An iMarket Direct™ and or UltraGlobal business may change its status under the same sponsor from an individual to a partnership, LLC, corporation, trust or from one type of business entity to another.
3. There is no charge for the first name change. For each subsequent name change, iMarket Direct™ and or UltraGlobal reserves the right to assess a $20 fee which must be included along with a written request for such change and a new signed dealer agreement. If changing from a personal to a business entity, please include all appropriate business documentation; see section above for clarification.
4. The Business Entity Registration form must be signed by all of the shareholders, partners, members or trustees of an entity. Members of the entity are jointly and severally liable for any indebtedness or other obligation to iMarket Direct™ and or UltraGlobal.

 

2.8 Independent Business Relationship; Indemnification for Actions

 

1. The iMarket Direct™ and or UltraGlobal dealer is an independent contractor, and not a purchaser of a franchise or business opportunity. Therefore, each dealer's success depends on his or her independent efforts.
2. The agreement between iMarket Direct™ and or UltraGlobal and its dealer does not create an employer/employee relationship, agency, partnership, or joint venture between iMarket Direct™ and or UltraGlobal and the dealer.
3. An iMarket Direct™ and or UltraGlobal dealer shall not be treated as an employee of iMarket Direct™ and or UltraGlobal for any purposes, including, without limitation, for Federal, state, or provincial tax purposes. All dealers are responsible for paying local, state, provincial, and Federal taxes due from all compensation earned as a dealer of iMarket Direct™ and or UltraGlobal. Any other compensation received by dealer from iMarket Direct™ and or UltraGlobal will be governed by applicable U.S. or Canadian tax laws (or the tax laws of any other applicable jurisdiction). The dealer has no express or implied authority to bind.
4. iMarket Direct™ and or UltraGlobal to any obligation or to make any commitments by or on behalf of iMarket Direct™ and or UltraGlobal. Each dealer shall establish his or her own goals, hours, and methods of operation and sale, so long as he or she complies with the terms of the dealer agreement, these Policies and Procedures and applicable State, Federal and Provincial laws. The iMarket Direct™ and or UltraGlobal dealer is fully responsible for all of his or her verbal and written communications made regarding LTRAGLOBAL products, services, and the compensation plan that are not expressly contained in official iMarket Direct™ and or UltraGlobal materials. Dealer shall indemnify and hold harmless iMarket Direct™ and or UltraGlobal, its directors, officers, employees, and agents from any and against all liability including judgments, civil penalties, refunds, attorney fees and court costs incurred by iMarket Direct™ and or UltraGlobal as a result of the dealer's unauthorized representations or actions. This Provision shall survive the termination of the iMarket Direct™ and or UltraGlobal dealer agreement.

 

2.9 Insurance

 

1. Business Pursuits Coverage. iMarket Direct™ and or UltraGlobal encourages Associates to arrange insurance coverage for their business. A homeowner's insurance policy does not cover business related injuries, or the theft of, or damage to inventory or business equipment. iMarket Direct™ and or UltraGlobal dealer need to contact their insurance agent to make certain their business property is protected. In most instances, this may be accomplished with a "Business Pursuit" endorsement to an existing homeowner's policy.
2. Product Liability Insurance. iMarket Direct™ and or UltraGlobal maintains a comprehensive liability insurance policy that protects iMarket Direct™ and or UltraGlobal and dealer in the event of a claim, action, or lawsuit resulting from a defect in a iMarket Direct™ and or UltraGlobal product or service. iMarket Direct™ and or UltraGlobal dealer must immediately notify iMarket Direct™ and or UltraGlobal in writing of any claim, action or lawsuit alleging any kind of injury or damage and naming the dealer or iMarket Direct™ and or UltraGlobal for which dealer is seeking a defense or indemnification of loss. No coverage is available to any dealer who settles a claim, action or lawsuit without the prior written consent of iMarket Direct™ and or UltraGlobal and its insurance company. Coverage to an dealer under this liability insurance policy does not extend to activities of the dealer which are determined by iMarket Direct™ and or UltraGlobal or a competent third-party, jury, judge, mediator or arbitrator to be in violation of the iMarket Direct™ and or UltraGlobal Policies and Procedures, or acts that are unlawful, unethical, or in any way based on fraud, misrepresentation, or deceit, nor does it cover an dealer's negligence, misconduct or false representation of or false claims with respect to iMarket Direct™ and or UltraGlobal's products or services. A product or service "defect" will be determined by iMarket Direct™ and or UltraGlobal, or a jury, judge, mediator or arbitrator.
3. iMarket Direct™ and or UltraGlobal does not disclose the name of its insurance company, policy number, or the amount of liability coverage unless such information is needed for a current or ongoing claim, action or lawsuit that involves iMarket Direct™ and or UltraGlobal. iMarket Direct™ and or UltraGlobal'S insurance policy does not cover dealer, it only covers iMarket Direct™ and or UltraGlobal products and services.

 

2.10 Training

 

iMarket Direct™ and or UltraGlobal dealer shall be eligible to receive training, provided by their up line and iMarket Direct™ and or UltraGlobal, regarding products and services, business building information, including but not limited to DVDs, videos, CD's, the iMarket Direct™ and or UltraGlobal web site, training seminars and events sponsored by iMarket Direct™ and or UltraGlobal or by other organizations, at iMarket Direct™ and or UltraGlobal'S discretion.

 

2.11 Errors or Questions

 

If a dealer has questions about, or believes any errors have been made regarding commissions, bonuses, business reports, orders, or charges, the dealer must notify iMarket Direct™ and or UltraGlobal in writing within 30 days of the date of the error or incident in question. Any such errors, omissions or problems not reported within 30 days shall be deemed waived by the dealer.

 

3. iMarket Direct™ and or UltraGlobal DEALER RESPONSIBILITIES

 

 

3.1 Correct Addresses

 

1. It is the responsibility of the dealer or customer to make sure iMarket Direct™ and or UltraGlobal has the correct shipping address before any orders are shipped.
2. A dealer planning to move needs to send his or her new address and telephone numbers to iMarket Direct™ and or UltraGlobal Customer service. If more than one change of address notice has been submitted to iMarket Direct™ and or UltraGlobal, the most recent one will supersede any previous notices or agreements.
3. A dealer or Customer will need to allow up to 30 days for processing after the notice of address change has been received by iMarket Direct™ and or UltraGlobal.
4. A dealer or customer may be assessed a $20 fee for returned shipments due to an incorrect shipping address.

 

3.2 Training and Leadership

 

1. Any iMarket Direct™ and or UltraGlobal dealer who sponsors another dealer into iMarket Direct™ and or UltraGlobal must perform an authentic assistance and training function to ensure his or her down line is properly operating his or her iMarket Direct™ and or UltraGlobal business. Sponsoring dealer should have ongoing contact and communication with the dealer in their down line organizations. Examples of communication may include but are not limited to: newsletters, written correspondence, telephone, contact, team calls, Voice-mail, e-mail, personal meetings, accompaniment of down line dealer to iMarket Direct™ and or UltraGlobal meetings and training sessions and any other related functions.
2. A Sponsoring iMarket Direct™ and or UltraGlobal dealer should monitor the dealer in his or her down line organizations to ensure that down line dealer do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, such dealer should be able to provide documented evidence to iMarket Direct™ and or UltraGlobal of his or her ongoing fulfillment of the responsibilities of a sponsor.
3. Up line dealer are encouraged to motivate and train new dealer about iMarket Direct™ and or UltraGlobal products and services, effective sales techniques, the iMarket Direct™ and or UltraGlobal compensation plan and compliance with company policies and procedures.
4. As a dealer progresses through the various levels of leadership, he or she may become more experienced in sales techniques, product knowledge and understanding of the iMarket Direct™ and or UltraGlobal program. With this in mind, he or she will be called upon to share this knowledge with less experienced dealer within their organizations. iMarket Direct™ and or UltraGlobal expects dealer at the highest ranks to exhibit exemplary behavior in their roles as leaders.
5. Regardless of their level of achievement, dealer is encouraged to continue to promote sales through the recruitment of new dealer and customers and through serving their existing organization.
6. Person-to-person selling is a required activity in iMarket Direct™ and or UltraGlobal and must be emphasized in all recruiting presentations.
7. We emphasize and encourage all dealers to retail iMarket Direct™ and or UltraGlobal's products and services.

 

3.3 Constructive Criticism; Ethics

 

1. iMarket Direct™ and or UltraGlobal desires to provide its independent dealer with the best products and services, Compensation Plan, in the industry. Accordingly, iMarket Direct™ and or UltraGlobal values constructive criticism and encourages the submission of written comments addressed to iMarket Direct™ and or UltraGlobal Customer service.
2. B. Negative and disparaging comments about iMarket Direct™ and or UltraGlobal, its products or Compensation Plan, by dealer made to iMarket Direct™ and or UltraGlobal, in the Field or at iMarket Direct™ and or UltraGlobal meetings or events, or disruptive behavior at iMarket Direct™ and or UltraGlobal meetings or events, serve no purpose other than to dampen the enthusiasm of other iMarket Direct™ and or UltraGlobal dealer. iMarket Direct™ and or UltraGlobal dealer must not belittle iMarket Direct™ and or UltraGlobal, other iMarket Direct™ and or UltraGlobal dealer, iMarket Direct™ and or UltraGlobal products or services, the Compensation Plan, or iMarket Direct™ and or UltraGlobal directors, officers, or employees. Such conduct represents a material breach of these Policies and Procedures and may be subject to sanctions as deemed appropriate by iMarket Direct™ and or UltraGlobal.
3. iMarket Direct™ and or UltraGlobal endorses the following code of ethics:
   1. An iMarket Direct™ and or UltraGlobal dealer must show fairness, tolerance, and respect to all people associated with iMarket Direct™ and or UltraGlobal, regardless of race, gender, social class or religion, thereby fostering a "positive atmosphere" of teamwork, good morale and community spirit.
   2. A dealer shall strive to resolve business issues, including situations with up line and down line dealer, by emphasizing tact, sensitivity, good will and taking care not to create additional problems.
   3. iMarket Direct™ and or UltraGlobal dealer must be honest, responsible, and professional and conduct themselves with integrity.
   4. iMarket Direct™ and or UltraGlobal dealer shall not make disparaging statements about iMarket Direct™ and or UltraGlobal, other dealer, iMarket Direct™ and or UltraGlobal employees, products, services, sales and marketing campaigns, or the Compensation Plan, or make statements that unreasonably offend, mislead or coerce others.
4. iMarket Direct™ and or UltraGlobal may take appropriate action against a dealer if it determines, in its sole discretion, that a dealer's conduct is detrimental, disruptive, or injurious to iMarket Direct™ and or UltraGlobal or to other dealer.

 

3.4 Reporting Policy Violation

 

1. A dealer who observes a policy violation by another dealer should submit a written letter (e-mail will not be accepted) of the violation directly to the iMarket Direct™ and or UltraGlobal Corporate office.
   The letter shall set forth the details of the incident as follows:
   1. The nature of the violation;
   2. Specific facts to support the allegations;
   3. Dates;
   4. Number of occurrences;
   5. Persons involved; and
   6. Supporting documentation
2. Once the matter has been presented to iMarket Direct™ and or UltraGlobal, it will be researched thoroughly and appropriate action will be taken.
3. This section refers to the general reporting of policy violations as observed by other dealer for the mutual effort to support, protect, and defend the integrity of the iMarket Direct™ and or UltraGlobal business and opportunity. If an dealer has a grievance or complaint against another dealer which directly relates to his or her iMarket Direct™ and or UltraGlobal business, the procedures set forth in Section 15.1 must be followed

 

3.5 Sponsorship

 

1. The sponsor is the person who introduces a dealer or customer to iMarket Direct™ and or UltraGlobal, helps them complete their enrollment, and supports and trains those in their down line.
2. iMarket Direct™ and or UltraGlobal recognizes the sponsor as the name(s) shown on the first:
   1. Physically signed iMarket Direct™ and or UltraGlobal dealer agreement on file; or
   2. Electronically signed dealer agreement from a web site or an iMarket Direct™ and or UltraGlobal dealer web site.
3. A dealer agreement that contains notations such as "by phone" or the signatures of other individuals (i.e. Sponsors, Spouses, relatives, or friends) is not valid and will not be accepted by iMarket Direct™ and or UltraGlobal.
4. iMarket Direct™ and or UltraGlobal recognizes that each new prospect has the right to ultimately choose his or her own sponsor, but iMarket Direct™ and or UltraGlobal will not allow dealer to engage in unethical sponsoring activities as set forth in Section 13.7.
5. All active dealer in good standing have the right to Sponsor and enroll others into iMarket Direct™ and or UltraGlobal. While engaged in sponsoring activities, it is not uncommon to encounter situations when more than one dealer will approach the same prospect. It is the accepted courtesy that the new prospect will be sponsored by the first dealer who presented a comprehensive introduction to iMarket Direct™ and or UltraGlobal products or business opportunity.
6. A Protected Prospect is a guest of any iMarket Direct™ and or UltraGlobal dealer or Customer who attended a iMarket Direct™ and or UltraGlobal event or conference call. For 60 days following the event, a Protected Prospect cannot be solicited or sponsored by any other iMarket Direct™ and or UltraGlobal dealer who attended the same event. A iMarket Direct™ and or UltraGlobal event can be defined as the following:
   1. Any iMarket Direct™ and or UltraGlobal training session;
   2. Conference call;
   3. Fly-in meeting; or
   4. Presentation, including but not limited to a iMarket Direct™ and or UltraGlobal at Home presentation, whether sponsored by iMarket Direct™ and or UltraGlobal, a dealer, a Customer, or an agent or agency designated by iMarket Direct™ and or UltraGlobal.
7. Speakers - Any dealer who speaks at a iMarket Direct™ and or UltraGlobal event, whether corporate sponsored or dealer sponsored, is not eligible to become the Sponsor of any guest attending the event for a period of 12 months following the event, unless the speaker personally invited the guest.

 

3.6 Cross Sponsoring Prohibition

 

1. "Cross sponsoring" is defined as the enrollment into a different line of sponsorship of an individual, or business entity that already has a signed Associate Agreement. Actual or attempted cross sponsoring is not allowed. If cross sponsoring is verified by iMarket Direct™ and or UltraGlobal, sanctions up to and including termination of a dealer's dealership may be imposed.
2. The use of a spouse's or relative's name, trade names, assumed names, DBA names, corporation, partnership, trust, Federal ID numbers, or fictitious ID numbers to evade or circumvent this policy is not permitted.
3. This policy does not prohibit the transfer of a iMarket Direct™ and or UltraGlobal business in accordance with iMarket Direct™ and or UltraGlobal Sale or Transfer policy set forth in Section 13.8.

 

3.7 Adherence to the iMarket Direct™ and or UltraGlobal Compensation Plan

 

1. A dealer must adhere to the terms of the iMarket Direct™ and or UltraGlobal Compensation Plan as set forth in these Policies and Procedures as well as in official iMarket Direct™ and or UltraGlobal literature. Deviation from the Compensation Plan is prohibited.
2. A dealer shall not offer the iMarket Direct™ and or UltraGlobal opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official iMarket Direct™ and or UltraGlobal literature.
3. A dealer shall not require or encourage a current or prospective Customer or dealer to participate in iMarket Direct™ and or UltraGlobal in any manner that varies from the Compensation Plan as set forth in official iMarket Direct™ and or UltraGlobal literature.
4. A dealer shall not require or encourage a current or prospective Customer or dealer to make a purchase from or payment to any individual or other entity as a condition to participating in the iMarket Direct™ and or UltraGlobal Compensation Plan, other than such purchases or payments required to naturally build their business.

 

3.8 Adherence to Laws and Ordinances

 

1. Many cities and counties have laws regulating certain home-based businesses. In most cases, these ordinances do not apply to dealer because of the nature of the business. However, dealer must check their local laws and obey the laws that do apply to them.
2. An iMarket Direct™ and or UltraGlobal dealer shall comply with all Federal, state, and local laws and regulations in them conduct of his or her iMarket Direct™ and or UltraGlobal business.

 

3.9 Compliance with Applicable Income Tax Laws

 

1. iMarket Direct™ and or UltraGlobal will automatically provide a complete 1099 Miscellaneous Income Tax form (nonemployee compensation) to each US dealer whose earnings for the year is at least $600 or who has purchased more than $5,000 of iMarket Direct™ and or UltraGlobal products for resale or who received trips, prizes or awards valued at $600 or more. If earnings and purchases are less than stated above, IRS forms will be sent only at the request of the dealer, and a minimum charge of $20 may be assessed by iMarket Direct™ and or UltraGlobal. Canadian T-4‟s will be sent to dealers who earn more than C$500 or who received trips, prizes, or awards valued at C$500 or more. iMarket Direct™ and or UltraGlobal dealer are responsible for the payment of taxes on these trips, prizes, or awards provided to them by iMarket Direct™ and or UltraGlobal.
2. An dealer accepts sole responsibility for and agrees to pay all Federal, state, provincial and local taxes on any income generated as an independent dealer, and further agrees to indemnify iMarket Direct™ and or UltraGlobal from any failure to pay such tax amounts when due.
3. If a dealer's business is tax exempt, the Federal Tax Identification number must be provided to iMarket Direct™ and or UltraGlobal in writing.
4. iMarket Direct™ and or UltraGlobal encourages all dealers to consult with a tax advisor for additional information for their business.

 

3.10 Solicitation for Other Companies or Products

 

1. An iMarket Direct™ and or UltraGlobal dealer may participate in other direct sales, multilevel, network marketing or relationship marketing business ventures or marketing opportunities. However, during the term of this Agreement, a iMarket Direct™ and or UltraGlobal dealer may not recruit any iMarket Direct™ and or UltraGlobal dealer or customer for any other direct sales or network marketing business, unless that dealer or customer was personally sponsored by such dealer.
2. The term "recruit" means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way (either directly or through a third party), another dealer or customer to enroll or participate in any direct sales or network marketing opportunity. This conduct represents recruiting even if the dealer's actions are in response to an inquiry made by another dealer or customer.
3. An iMarket Direct™ and or UltraGlobal dealer must not sell, or entice others to sell, any competing products or services, including training materials, to iMarket Direct™ and or UltraGlobal customers or dealer. Any product or service in the same category as a iMarket Direct™ and or UltraGlobal product or service is deemed to be competing (i.e., any competing product or service regardless of differences in cost or quality. This provision does not apply where professional services are the primary source of revenue and the product sales are secondary (e.g., doctor's offices, clinics, health clubs, spas and beauty salons).
4. However, a dealer may sell non-competing products or services to iMarket Direct™ and or UltraGlobal customers and dealer that they personally sponsored.
5. A dealer may not display or bundle iMarket Direct™ and or UltraGlobal products or services, in sales literature, on a web site or in sales meetings, with any other products or services to avoid confusing or misleading a prospective customer or dealer into believing there is a relationship between the iMarket Direct™ and or UltraGlobal and non-iMarket Direct™ and or UltraGlobal products and services.
6. An iMarket Direct™ and or UltraGlobal dealer may not offer any non-iMarket Direct™ and or UltraGlobal opportunity; products or services at any iMarket Direct™ and or UltraGlobal related meeting, seminar or convention, or immediately following a iMarket Direct™ and or UltraGlobal event.
7. As a condition of participating in the iMarket Direct™ and or UltraGlobal opportunity and in consideration of receipt of commissions and other bonuses from iMarket Direct™ and or UltraGlobal, a former dealer may not recruit any iMarket Direct™ and or UltraGlobal dealer or customer for another direct selling, multilevel, network marketing, or relationship marketing company for a period of six months following the termination, expiration, or cancellation of the dealer agreement.
8. A violation of any of the provisions in this Section 3.10 shall constitute unreasonable and unwarranted contractual interference between iMarket Direct™ and or UltraGlobal and its dealer and would inflict irreparable harm on iMarket Direct™ and or UltraGlobal. In such event, iMarket Direct™ and or UltraGlobal may, at its sole discretion, impose any sanction it deems necessary and appropriate against such dealer or such dealer's dealerships, or seek immediate injunctive relief without the necessity of posting a bond.

 

3.11 Presentation of the iMarket Direct™ and or UltraGlobal Opportunity

 

1. In presenting the iMarket Direct™ and or UltraGlobal opportunity to potential customers and dealer, and dealer is required to comply with the following provisions:
   1. A dealer shall not misquote or omit any significant material fact about the Compensation Plan.
   2. A dealer shall make it clear that the Compensation Plan is based upon sales of iMarket Direct™ and or UltraGlobal products and services and upon the sponsoring of other dealer.
   3. A dealer shall make it clear that success can be achieved only through substantial independent efforts.
   4. An iMarket Direct™ and or UltraGlobal dealer shall not make income projections, claims, or guarantees while presenting or discussing the iMarket Direct™ and or UltraGlobal opportunity or Compensation Plan to prospective dealer or Customers.
   5. A dealer may use hypothetical income examples to explain the operation of the Compensation Plan, so long as it is made clear that such earnings are hypothetical.
   6. A dealer may not make any claims regarding products or services of any products offered by iMarket Direct™ and or UltraGlobal, except those contained in official iMarket Direct™ and or UltraGlobal literature.
   7. A dealer may not use official iMarket Direct™ and or UltraGlobal material to promote the iMarket Direct™ and or UltraGlobal business opportunity in any country where iMarket Direct™ and or UltraGlobal has not established a "presence."

 

3.12 Sales Requirements are governed by the Compensation Plan

 

1. The iMarket Direct™ and or UltraGlobal Compensation Plan is based upon the sale of iMarket Direct™ and or UltraGlobal products and services to end consumers. iMarket Direct™ and or UltraGlobal dealer must fulfill personal requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement.
2. iMarket Direct™ and or UltraGlobal dealer may purchase iMarket Direct™ and or UltraGlobal products and then re-sell them at any price they choose. iMarket Direct™ and or UltraGlobal will provide suggested selling prices. There are no exclusive territories granted to anyone. No franchise fees are applicable to a iMarket Direct™ and or UltraGlobal business.

 

4. ORDERING

 

4.1 General Order Policies

 

1. A dealer shall not use another dealer's or customer's credit card or debit checking account to enroll in iMarket Direct™ and or UltraGlobal or purchase products or services without the account holder's written permission. Such documentation must be kept by the dealer indefinitely in case iMarket Direct™ and or UltraGlobal needs to reference this.
2. Regarding an order with an invalid or incorrect payment, iMarket Direct™ and or UltraGlobal will attempt to contact the dealer by phone, main or email in order to obtain another form of payment. If these attempts are unsuccessful after 10 business days, the order will be canceled.
3. No C.O.D. (cash on delivery) orders will be accepted.
4. If a dealer wants to move an order to another dealer's position, he or she must have prior authorization, of all parties involved.
   iMarket Direct™ and or UltraGlobal will charge the dealer a $20 fee for processing.
5. Prices are subject to change without notice.
6. A dealer or Customer who is a recipient of a damaged or incorrect order must notify iMarket Direct™ and or UltraGlobal within 5 calendar days from receipt of the order and follow the procedures set forth in Section 7.5.

 

4.2 Insufficient Funds

 

1. All checks returned for insufficient funds will be re-submitted for payment. A $35 fee will be charged to the account of the dealer or Customer for all returned checks and insufficient funds.
2. Any outstanding balance owed to iMarket Direct™ and or UltraGlobal by a dealer or customer of the dealer from NSF (non sufficient funds) checks, returned check fees or insufficient fund fees (ACH) will be withheld by iMarket Direct™ and or UltraGlobal from a dealer's future bonus and commission checks.
3. All transactions involving returned checks or insufficient funds through ACH or credit card, which are not resolved in a timely manner by the dealer, constitute grounds for disciplinary sanctions.

 

4.3 Sales Tax Obligation

 

1. The dealer shall comply with all state and local taxes and regulations governing the sale of iMarket Direct™ and or UltraGlobal products and services.
2. iMarket Direct™ and or UltraGlobal will collect and remit sales tax on dealer orders unless a dealer furnishes iMarket Direct™ and or UltraGlobal with the appropriate Resale Tax Certificate form. When orders are placed with iMarket Direct™ and or UltraGlobal, sales tax is prepaid based upon the purchase price. iMarket Direct™ and or UltraGlobal will remit the sales tax to the appropriate state and local jurisdictions. The dealer may recover the sales tax when he or she makes a sale. iMarket Direct™ and or UltraGlobal dealer are responsible for any additional sales taxes due on products marked up and sold at a higher price.
3. iMarket Direct™ and or UltraGlobal encourages each dealer to consult with a tax advisor for additional information for his or her business.
4. If a credit card order or automatic debit is declined the first time, the customer or dealer will be contacted for an alternate form of payment. If payment is declined a second time, the customer or dealer may be deemed ineligible to purchase iMarket Direct™ and or UltraGlobal products or services or participate in the monthly autoship.

 

5. PAYMENT OF COMMISSIONS & BONUSES

 

5.1 Bonus and Commission Qualifications

 

1. A dealer must be active and in compliance with iMarket Direct™ and or UltraGlobal Policies and Procedures to qualify for bonuses and commissions. So long as a dealer complies with the terms of the agreement, iMarket Direct™ and or UltraGlobal shall pay commissions to such dealer in accordance with the Compensation Plan.
2. In order for any dealer to be eligible for any commissions or bonus pools they must enroll a minimum of one new dealer within 90 days prior to that commission period. That new dealer must also remain active for a minimum of 90 days to count towards commission qualification.
3. iMarket Direct™ and or UltraGlobal will not issue a check to a dealer without the receipt of a completed and signed iMarket Direct™ and or UltraGlobal dealer agreement or electronic authorization as required by Section 2.2 A.
4. iMarket Direct™ and or UltraGlobal reserves the right to postpone commission payments until such time the cumulative amount exceeds $25.

 

5.2 Computation of Commissions, Discrepancies, and Schedule of Fees

 

1. Commissions, overrides, and achievement levels are calculated on a calendar month.
   Monthly commissions are mailed the 15th of the month.
   However, if the 15th falls on a weekend or holiday, the commission checks will be mailed out on the next business day after the 15th of the month. In most regions of United States allow 7 business days for checks to arrive, in some regions, islands, and military posts, delivery may take longer. Outside of the United States payments could take longer.
2. An iMarket Direct™ and or UltraGlobal dealer must review his or her monthly statement and bonus reports promptly and report any discrepancies within 30 days of receipt. After the 30 day "grace period" no additional requests will be considered for commission's recalculation.
3. For additional information on payment of commissions, please review the Compensation Plan.
4. Schedule of Fees
   1. Commission check reissue - $20
   2. Commission check hold - $20
   3. Special/emergency handling - $20, plus shipping expense
   4. Returned / NSF check - $35
   5. Un-cashed Commission check voided after 90 days - $20

 

5.3 Adjustments to Bonuses and Commissions for Returned Products or dealer Memberships.

 

1. A dealer receives bonuses and commissions based on the actual sales of products and services to end consumers and to dealer through monthly membership fees. When a product or service is returned to iMarket Direct™ and or UltraGlobal for a refund from the end consumer or by a dealer, the bonuses and commissions attributable to the returned product or service will be deducted from the dealer who received bonuses or commissions on such sales. Deductions will occur in the month in which the refund is given and continue every pay period thereafter until the commission is recovered.
2. In the event that a dealer terminates his or her dealership, and the amounts of the bonuses or commissions attributable to the returned products have not yet been fully recovered by iMarket Direct™ and or UltraGlobal, the remainder of the outstanding balance may be offset against any other amounts that may be owed by iMarket Direct™ and or UltraGlobal to the terminated dealer.

 

5.4 Promotion and Incentive Trips

 

To encourage exceptional performance by iMarket Direct™ and or UltraGlobal dealer, iMarket Direct™ and or UltraGlobal will provide award incentive programs in the form of custom designed jewelry, getaway trips, seminars or other company-sponsored events. Invitations to attend such events will be limited to two individuals per dealership, unless expressly stated otherwise. Entities that own a dealership, such as partnerships or corporations, with more than two individual owners must inform iMarket Direct™ and or UltraGlobal of the two designated individuals to receive invitations. In addition, unless otherwise stated in the program announcement or program rules, such entities may purchase attendance; at iMarket Direct™ and or UltraGlobal'S cost, for up to 2 additional owners, subject to space availability.

 

7.1 Customer and dealer Return Policy

 

All Customers or dealers who purchase products from iMarket Direct™ and or UltraGlobal have a guarantee against Manufactures defects. Any product with such defect may be returned for a replacement of the same product at no additional cost. Customer must return product exactly as it was delivered to them, in the same box and pay for shipping to iMarket Direct™ and or UltraGlobal.

 

7.2 Since commissions are paid out on retail and dealer sales monthly, the only return on products is for manufacture's defects

 

7.3 Return Process

 

1. All returns, whether by a Customer, or dealer, must be made as follows:
   1. Obtain RMA (Return Merchandise Authorization) from iMarket Direct™ and or UltraGlobal
   2. Ship items to the address provided by iMarket Direct™ and or UltraGlobal Customer service when you are given your RMA.
   3. Provide a copy of the invoice with the returned products or service. Such invoice must reference the RMA and include the reason for the return.
   4. Ship back product in manufactures box exactly as it was delivered.
2. All returns must be shipped to iMarket Direct™ and or UltraGlobal pre-paid, as iMarket Direct™ and or UltraGlobal does not accept shipping collect packages. iMarket Direct™ and or UltraGlobal recommends shipping returned product by UPS or FedEx, as risk of loss in shipping the returned product shall be borne solely by the Customer, or Associate. If returned product is not received at iMarket Direct™ and or UltraGlobal Distribution Center, it is the responsibility of the Customer, or dealer to trace the shipment and no credit will be applied.
3. The return of $500 or more of products accompanied by a request for a refund within a calendar year, by a dealer, may constitute grounds for involuntary termination.

 

7.4 Sales Return Policy

 

1. A Customer is any person who is in the iMarket Direct™ and or UltraGlobal computer system and who orders and receives product or a membership directly from a iMarket Direct™ and or UltraGlobal store or shopping cart. The Customer falls under the guidelines of the Customer Guarantee in Section 7.1.
2. The Federal Trade Commission (FTC) requires that Customers be given the right to cancel purchases within 3 business days for a full refund of the purchase price, without reason or explanation. This is known as the "cooling off" rule. Pursuant to this regulation:
   1. The iMarket Direct™ and or UltraGlobal dealer is required to inform the Customer of his or her right to cancel the sales transaction without penalty or obligation at the time of the sale;
   2. The sales receipt must include the date, the dealer's name and address, and disclosure of the cancellation rights;
   3. iMarket Direct™ and or UltraGlobal must refund the full purchase price within 10 days following the Customer's request for cancellation.
3. A copy of the original sales receipt that was given to the Customer along with a return merchandise slip (filled out completely) needs to be obtained from the Customer.
4. The products must be returned to iMarket Direct™ and or UltraGlobal within 5 days of the customer obtaining an RMA, along with the copy of the sales receipt and return merchandise slip.

 

7.5 Responsibility to Confirm Orders

 

The customer who is a recipient of a damaged or incorrect order must notify iMarket Direct™ and or UltraGlobal within 5 days of receiving the order. Failure to notify iMarket Direct™ and or UltraGlobal of any shipping discrepancy or damaged order within 5 days of the receipt of the order may nullify the dealer's right to request a correction.

 

8. PRIVACY POLICY

 

1. iMarket Direct™ and or UltraGlobal recognizes and respects the importance its Customers, and dealer place on the privacy of their financial and personal information. iMarket Direct™ and or UltraGlobal will make reasonable efforts to safeguard the privacy of, and maintain the confidentiality of its Customers‟, and dealer‟ financial and account information and nonpublic personal information.
2. By entering into the dealer agreement, a dealer authorizes iMarket Direct™ and or UltraGlobal to disclose his or her name and contact information to up line dealer solely for activities related to the furtherance of the iMarket Direct™ and or UltraGlobal business. A dealer hereby agrees to maintain the confidentiality and security of such information and to use it solely for the purpose of supporting and servicing his or her Down line organization and conducting the iMarket Direct™ and or UltraGlobal business.

 

8.3 Employee Access to Information

 

iMarket Direct™ and or UltraGlobal limits the number of employees who have access to Customer's and dealers nonpublic personal information.

1. Access to confidential account information will only be provided to the authorized account holder after identification of the account holder has been verified.
2. Verifying information may include but is not limited to:
   1. ID number;
   2. Address;
   3. Phone number(s);
   4. Credit card number(s);
   5. PIN (Personal Identification Numbers);
   6. Signatures or other identifying information.
3. If uncertainty exists regarding the identity of the person requesting the information over the phone, iMarket Direct™ and or UltraGlobal will ask that the request be made in writing, to be mailed or faxed to iMarket Direct™ and or UltraGlobal corporate office.

 

8.5 Restrictions on the Disclosure of Account Information

 

iMarket Direct™ and or UltraGlobal will not share non-public personal information or financial information about current or former Customers or dealer with third parties, except as permitted or required by laws and regulations, court orders, or to serve the Customers, or dealer‟ interests or to enforce its rights or obligations under these Policies and Procedures, or dealer's Agreement or with written permission from the account holder on file.

 

9. PROPRIETARY INFORMATION AND TRADE SECRETS

 

 

9.1 Business Reports, Lists, and Proprietary Information

 

By completing and signing the iMarket Direct™ and or UltraGlobal dealer Agreement, the dealer acknowledges that Business Reports, lists of Customer and dealer names and contact information and any other information, which contain financial, scientific or other information both written or otherwise circulated by iMarket Direct™ and or UltraGlobal pertaining to the business of iMarket Direct™ and or UltraGlobal (collectively, "Reports"), are confidential and proprietary information and trade secrets belonging to iMarket Direct™ and or UltraGlobal.

 

9.2 Obligation of Confidentiality

 

1. During the term of the iMarket Direct™ and or UltraGlobal dealer Agreement and for a period of 5 years after the termination or expiration of the dealer Agreement between the dealer and iMarket Direct™ and or UltraGlobal, the dealer shall not:
   1. Use the information in the Reports to compete with iMarket Direct™ and or UltraGlobal or for any purpose other than promoting his or her iMarket Direct™ and or UltraGlobal business;
   2. Use or disclose to any person or entity any confidential information contained in the Reports.

 

9.3 Breach and Remedies

 

The dealer acknowledges that such proprietary information is of such character as to render it unique and that disclosure or use thereof in violation of this provision will result in irreparable damage to iMarket Direct™ and or UltraGlobal and to independent iMarket Direct™ and or UltraGlobal businesses. iMarket Direct™ and or UltraGlobal and its dealer will be entitled to injunctive relief or to recover damages against any dealer who violates this provision in any action to enforce its rights under this section. The prevailing party shall be entitled to an award of attorney's fees and expenses.

 

9.4 Return of Materials

 

Upon demand by iMarket Direct™ and or UltraGlobal, any current or former dealer will return the original and all copies of all "Reports" to iMarket Direct™ and or UltraGlobal together with any iMarket Direct™ and or UltraGlobal confidential information in such person's possession.

 

10. ADVERTISING, PROMOTIONAL MATERIAL, USE OF COMPANY NAMES AND TRADEMARKS

 

10.1 Labeling, Packaging, and Displaying Products

 

1. An iMarket Direct™ and or UltraGlobal dealer may not re-label, re-package, refill, or alter labels of any iMarket Direct™ and or UltraGlobal product, or service, information, materials or programs in any way. iMarket Direct™ and or UltraGlobal products and services must only be sold in their original containers from iMarket Direct™ and or UltraGlobal. Such re-labeling or re-packaging violates Federal and state laws, which may result in criminal or civil penalties or liability.
2. An iMarket Direct™ and or UltraGlobal dealer shall not cause any iMarket Direct™ and or UltraGlobal product or service or any iMarket Direct™ and or UltraGlobal trade name to be sold or displayed in retail establishments except the following:
   1. Where professional services are the primary source of revenue and the product sales are secondary (e.g., doctor's offices, clinics, health clubs, spas and beauty salons).
   2. Where the retail establishment is owned or managed by the dealer and the store does not exceed $1 million in annual gross revenue, and there are 5 or fewer stores under common ownership of management.
3. iMarket Direct™ and or UltraGlobal will permit dealer to solicit and make Commercial Sales upon prior written approval from iMarket Direct™ and or UltraGlobal. For the purpose of these Policies and Procedures, the term "Commercial Sale" means the sale of:
   1. iMarket Direct™ and or UltraGlobal products that equal or exceed $5,000 in a single order.
   2. Products sold to a third party who intends to re-sell the products to an end consumer.
4. A dealer may sell iMarket Direct™ and or UltraGlobal products and services and display the iMarket Direct™ and or UltraGlobal trade name at any appropriate display booth (such as trade shows) upon prior written approval from iMarket Direct™ and or UltraGlobal.
   iMarket Direct™ and or UltraGlobal reserves the right to refuse authorization to participate at any function that it does not deem a suitable forum for the promotion of its products and services, or the iMarket Direct™ and or UltraGlobal opportunity. Approval will not be given for swap meets and garage sale, as these events are not conducive to the professional image iMarket Direct™ and or UltraGlobal wishes to portray. Some flea markets or farmers markets may be acceptable with prior written approval from iMarket Direct™ and or UltraGlobal. A iMarket Direct™ and or UltraGlobal Approval Number (UAN) must be obtained from our iMarket Direct™ and or UltraGlobal Compliance Department and displayed at the approved event.

 

10.2 Use of Company Names and Protected Materials

 

1. An iMarket Direct™ and or UltraGlobal dealer must safeguard and promote the good reputation of iMarket Direct™ and or UltraGlobal and the products and services it markets. The marketing and promotion of iMarket Direct™ and or UltraGlobal, the iMarket Direct™ and or UltraGlobal opportunity, the Compensation Plan, and iMarket Direct™ and or UltraGlobal products and services will be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct and practices.
2. All promotional materials supplied or created by iMarket Direct™ and or UltraGlobal must be used in their original form and cannot be changed, amended or altered except with prior written approval from the iMarket Direct™ and or UltraGlobal Compliance Department.
3. The name of iMarket Direct™ and or UltraGlobal, each of its product names and other names that have been adopted by iMarket Direct™ and or UltraGlobal in connection with its business are proprietary trade names, trademarks and service marks of iMarket Direct™ and or UltraGlobal. As such, these marks are of great value to iMarket Direct™ and or UltraGlobal and are supplied to dealer for their use only in an expressly authorized manner.
4. An iMarket Direct™ and or UltraGlobal dealer's use of the name iMarket Direct™ and or UltraGlobal is restricted to protect iMarket Direct™ and or UltraGlobal proprietary rights, ensuring that the iMarket Direct™ and or UltraGlobal protected names will not be lost or compromised by unauthorized use. Use of the iMarket Direct™ and or UltraGlobal name on any item not produced by iMarket Direct™ and or UltraGlobal is prohibited except as follows:
   1. [dealer's name] Independent iMarket Direct™ and or UltraGlobal dealer
   2. [dealer's name] Independent dealer of iMarket Direct™ and or UltraGlobal products and services.
5. Further procedures relating to the use of the iMarket Direct™ and or UltraGlobal name are as follows:
   1. All stationery (i.e. letterhead, envelopes, and business cards) bearing the iMarket Direct™ and or UltraGlobal name or logo intended for use by the dealer must be approved by the iMarket Direct™ and or UltraGlobal Compliance Department.
   2. iMarket Direct™ and or UltraGlobal dealer may list "Independent iMarket Direct™ and or UltraGlobal Dealer in the white pages of the telephone directory under his or her own name.
   3. Executives or above may list his or her name in the yellow pages of the phone directory under the appropriate classification. Contact the Compliance Department for additional approved categories.
   4. An iMarket Direct™ and or UltraGlobal dealer is allowed to place phone directory display advertisements using the iMarket Direct™ and or UltraGlobal name or logo with written approval from the iMarket Direct™ and or UltraGlobal Compliance Department.
   5. Use of the iMarket Direct™ and or UltraGlobal name or logo on buildings, vehicles etc., is prohibited without the express written consent from the iMarket Direct™ and or UltraGlobal Compliance Department.
   6. iMarket Direct™ and or UltraGlobal dealer may not use the name iMarket Direct™ and or UltraGlobal or iMarket Direct™ and or UltraGlobal in answering his or her telephone, creating a voice message or using an answering service, such as to give the impression to the caller that they have reached the corporate office. They may state, "Independent iMarket Direct™ and or UltraGlobal Dealer, or dealer."
6. Certain photos and graphic images used by iMarket Direct™ and or UltraGlobal in its advertising, packaging, and Web sites are the result of paid contracts with outside vendors that do not extend to dealer.
   If a dealer wants to use these photos or graphic images, they must negotiate individual contracts with the vendors for a fee.
7. A dealer may apply to the Compliance Department for use of the logos, photos, banners, and graphic images that can be found on the iMarket Direct™ and or UltraGlobal office Web site, under Advertising Resources. These images are free and available for dealer use with prior written approval.
8. An iMarket Direct™ and or UltraGlobal dealer shall not produce, promote, duplicate, manipulate, or use materials of any kind describing iMarket Direct™ and or UltraGlobal names, designs, symbols, programs, products, and trademarked, copyrighted, or otherwise protected materials, for other than their intended use, including but not limited to audio, video, or web materials, without written approval by iMarket Direct™ and or UltraGlobal, prior to the production or use of such materials.
9. An iMarket Direct™ and or UltraGlobal dealer shall not appear on or make use of television or radio, or make use of any other media to promote or discuss iMarket Direct™ and or UltraGlobal or its programs, products or services without prior written permission from the iMarket Direct™ and or UltraGlobal Compliance Department.
10. A dealer may not produce for sale or distribution any Company event or speech, nor may a dealer reproduce iMarket Direct™ and or UltraGlobal audio or video clips for sale or for personal use without prior written permission from the iMarket Direct™ and or UltraGlobal Compliance Department.
11. An iMarket Direct™ and or UltraGlobal dealer may apply to the iMarket Direct™ and or UltraGlobal Compliance Department for authorization to use corporate created ads or promotional material found in the iMarket Direct™ and or UltraGlobal Back Office under the Advertising Resources section.
12. iMarket Direct™ and or UltraGlobal reserves the right to rescind its prior approval of any sales aid or promotional material to comply with changing laws and regulations and may request the removal from the marketplace of such materials without financial obligation to the affected dealer.
13. A dealer shall not promote non-iMarket Direct™ and or UltraGlobal products or services in conjunction with iMarket Direct™ and or UltraGlobal products or services on the same Web sites or same advertisement without prior approval from iMarket Direct™ and or UltraGlobal Compliance.

 

10.3 Faxes and E-mail - Limitations

 

1. Except as provided in this section, a dealer may not use or transmit unsolicited faxes, email, mass e-mail distribution, or "spamming" that advertises or promotes the operation of his or her iMarket Direct™ and or UltraGlobal business. The exceptions are:
   1. Faxes or e-mailing any person who has given prior permission or invitation.
   2. Faxing or e-mailing any person with whom the dealer has established a prior business or personal relationship.
2. In all states where prohibited by law, an dealer may not transmit, or cause to be transmitted through a third party, (by telephone, facsimile, computer or other device), an unsolicited advertisement to any equipment, which has the capacity to transcribe text or images from an electronic signal received over a regular telephone line, cable line, ISDN, T1 or any other signal carrying device, except as set forth in this section.
3. All faxes e-mail or computer broadcasted documents subject to this provision shall include each of the following:
   1. A clear and obvious identification that the fax or e-mail message is an advertisement or solicitation. The words "advertisement" or "solicitation" should appear in the subject line of the message.
   2. A clear return path or routing information.
   3. The use of legal and proper domain name.
   4. A clear and obvious notice of the opportunity to decline to receive further commercial facsimile or e-mail messages from the sender.
   5. Unsubscribe or opt-out instructions should be the very first text in the body of the message box in the same size text as the majority of the message.
   6. The true and correct name of the sender, valid senders fax or e-mail address, and a valid sender physical address.
   7. The date and time of the transmission.
   8. Upon notification by recipient of his or her request not to receive further faxed or emailed documents, a iMarket Direct™ and or UltraGlobal dealer shall not transmit any further documents to that recipient.
4. All e-mail or computer broadcasted documents subject to this provision shall not include any of the following:
   1. Use of any third party domain name without permission.
   2. Sexually explicit materials.

 

10.4 Internet and Third-Party Web site Regulations

 

1. An iMarket Direct™ and or UltraGlobal dealer may use Web banner ads created by iMarket Direct™ and or UltraGlobal, that link a third party Web site to a dealer's Web site.
2. A dealer may not use third-party sites that contain materials copied from corporate sources (such as iMarket Direct™ and or UltraGlobal brochures, CDs, videos, tapes, events, presentations, and corporate Web sites) nor create his or her own iMarket Direct™ and or UltraGlobal material. This policy ensures brand consistency, allows Customers, and dealer to stay up-to-date with changing products and information, facilitates enrollment under the correct Sponsor, and assists in compliance with government regulations.
3. An iMarket Direct™ and or UltraGlobal dealer who currently qualifies at the "paid as" rank of Triple Diamond may apply to the Compliance Department for an exception to the third-party Web site policy. To qualify for an exception, the Web site must serve a unique market that the iMarket Direct™ and or UltraGlobal corporate site does not currently serve or intend to serve.
4. An iMarket Direct™ and or UltraGlobal dealer may not sell iMarket Direct™ and or UltraGlobal products or offer the Business opportunity using "on-line auctions," such as eBay.
5. A dealer may not use or attempt to register any of iMarket Direct™ and or UltraGlobal'S trade names, trademarks, service names, service marks, product names, advertising phrases, the Company's name or any derivative thereof, for any purpose including, but not limited to, Internet domain names (URL), third party Web sites, Web pages, or blogs.

 

10.5 Advertising and Promotional Materials

 

1. Advertising and all forms of communications must adhere to principles of honesty and propriety.
2. All advertising, including but not limited to print, internet, computer bulletin boards, television, radio, etc., are subject to prior written approval by the iMarket Direct™ and or UltraGlobal Compliance Department.
3. All requests for approvals with respect to advertising must be directed to the iMarket Direct™ and or UltraGlobal Compliance Department.
4. iMarket Direct™ and or UltraGlobal approval is not required to place blind ads that do not mention iMarket Direct™ and or UltraGlobal, its employees, any of its products, services designs, symbols, programs, and trademarked, copyrighted, or otherwise protected materials.
5. A dealer who is currently paid at the Triple Diamond rank may create his or her own ads or promotional materials including the development of commercials, infomercials and third party Web sites. However, all such materials, and any subsequent changes thereto shall be submitted to the iMarket Direct™ and or UltraGlobal Compliance Department for approval.
   1. Triple Diamonds are encouraged to work with the Compliance Department prior to the production of commercials, infomercials, or Web sites.
6. To obtain iMarket Direct™ and or UltraGlobal approval for an ad, the dealer must comply with the following process:
   1. Create ad (Triple Diamonds only) or select one of the corporate produced ads on the website or in the back-office.
   2. Complete the Advertising Approval Form, found in the back office.
   3. Be sure to state "Independent iMarket Direct™ and or UltraGlobal Dealer on your material.
   4. Submit the layout and approval form to: iMarket Direct™ and or UltraGlobal compliance department or fax.
   5. Allow a minimum of 2 weeks for approval, large projects may require additional time.
7. Your ad will be reviewed as quickly an as reasonably possible and an EAN (iMarket Direct™ and or UltraGlobal Approval Number) will be assigned, in writing, which will then be added to your advertisement.
   Unless you receive specific written approval from the iMarket Direct™ and or UltraGlobal Compliance to use the material, the request shall be deemed denied.
8. iMarket Direct™ and or UltraGlobal reserves the right to rescind its prior approval of submitted advertising or promotional materials in order to comply with changing laws and regulations, and may require the removal of such advertisements from the market place without obligation to the affected dealer.

 

10.6 Testimonial Permission

 

By signing the iMarket Direct™ and or UltraGlobal dealer Agreement and dealer gives iMarket Direct™ and or UltraGlobal permission to use his or her testimonial or image and likeness in corporate sales materials, including but not limited to print media, electronic media, audio and video. In consideration of being allowed to participate in the iMarket Direct™ and or UltraGlobal Business Opportunity, a dealer waives any right to be compensated for the use of his or her testimonial or image and likeness even though iMarket Direct™ and or UltraGlobal may be paid for items or sales materials containing such image and likeness. In some cases, a dealer's testimonial may appear in another dealer's advertising materials. If a dealer does not wish to participate in iMarket Direct™ and or UltraGlobal sales and marketing materials, he or she should provide a written notice to the iMarket Direct™ and or UltraGlobal Compliance Department to ensure that his or her testimonial or image and likeness will not be used in any corporate materials, corporate recognition pieces, advertising or recordings of annual events.

 

10.7 Telemarketing - Limitations

 

1. An iMarket Direct™ and or UltraGlobal dealer must not engage in telemarketing in relation to the operation of the dealer's iMarket Direct™ and or UltraGlobal business. The term "telemarketing" means the placing of one or more telephone calls to an individual or entity to induce the purchase of iMarket Direct™ and or UltraGlobal products or services, or to recruit them for the iMarket Direct™ and or UltraGlobal opportunity.
2. The Federal Trade Commission ("FTC") and the Federal Communications Commission ("FCC") each have laws that restrict telemarketing practices. Both Federal agencies, as well as a number of states, have "do not call" regulations as part of their telemarketing laws.
3. While and dealer may not consider himself or herself a "telemarketer" in the traditional sense, these regulations broadly define the term "telemarketer" and "telemarketing" so that the unintentional action of calling someone whose telephone number is listed on the Federal "Do Not Call" registry could cause the dealer to violate the law. These regulations must not be taken lightly, as they carry significant penalties (up to $11,000 per violation).
4. "Cold calls" or "state-to-state calls" made to prospective Customers, or dealer that promote either iMarket Direct™ and or UltraGlobal products, services or the iMarket Direct™ and or UltraGlobal opportunity is considered telemarketing and is prohibited.
5. Exceptions to Telemarketing Regulations
   A iMarket Direct™ and or UltraGlobal dealer may place telephone calls to prospective Customers, or dealer under the following limited situations:
   1. If the dealer has an established business relationship with the prospect.
   2. In response to the prospect's personal inquiry or application regarding a product or service offered by the iMarket Direct™ and or UltraGlobal dealer, within 3 months immediately before the date of such a call.
   3. If the dealer receives written and signed permission from the prospect authorizing the dealer to call. The authorization must specify the telephone number(s) that the dealer is authorized to call.
   4. If the call is to family members, personal friends, and acquaintances. However, if a dealer makes a habit of collecting business cards from everyone he/she meets and subsequently calls them, the FTC may consider this a form of telemarketing that is not subject to this exemption.
   5. iMarket Direct™ and or UltraGlobal dealer engaged in calling "acquaintances," must make such calls on an occasional basis only and not as a routine practice.
6. A dealer shall not use automatic telephone dialing systems in the operation of his or her iMarket Direct™ and or UltraGlobal businesses.
7. Failure to abide by iMarket Direct™ and or UltraGlobal policies or regulations as set forth by the FTC and FCC regarding telemarketing may lead to sanctions against the dealer's dealership, up to and including termination of the dealership.
8. By signing the dealer agreement or by accepting commission checks, other payments or awards from iMarket Direct™ and or UltraGlobal, and dealer gives permission to iMarket Direct™ and or UltraGlobal and other dealer to contact them as permitted under the Federal Do Not Call regulations.
9. In the event a dealer violates this section, iMarket Direct™ and or UltraGlobal reserves the right to institute legal proceedings to obtain monetary or equitable relief.

 

10.8 Field Initiated Marketing Projects

 

1. iMarket Direct™ and or UltraGlobal has developed one of the most lucrative Compensation Plans in the industry. As a result, it does not directly or indirectly compensate individuals or groups for the provision of ideas, products, or services. The Compensation Plan encourages all dealers to put forth great ideas that will provide iMarket Direct™ and or UltraGlobal the ability to create better tools and resources that can help all dealers to build their iMarket Direct™ and or UltraGlobal businesses.
2. iMarket Direct™ and or UltraGlobal will wholly own all ideas, products, concepts, and service suggestions without obligation to the referring dealer.
3. iMarket Direct™ and or UltraGlobal dealer are encouraged to provide recommendations to the Leadership Council.
4. iMarket Direct™ and or UltraGlobal will explore appropriate suggestions, and in some instances the referring dealer might be asked for assistance in developing the concept.
5. If iMarket Direct™ and or UltraGlobal does not implement an idea or suggestion, then a dealer may pursue this project independently with the written consent of iMarket Direct™ and or UltraGlobal - so long as such project does not contain any company or claim and does not violate or misuse a iMarket Direct™ and or UltraGlobal trademark or brand identity. However, iMarket Direct™ and or UltraGlobal will not endorse any field-initiated project, will not promote such project at corporate-run/sponsored events, and will not include such project as part of the business or services officially offered by the company. In addition, nothing shall prevent iMarket Direct™ and or UltraGlobal from thereafter offering its own project or program that may be similar to the field initiated project, without compensation or obligation to a dealer or to the field.

 

11. INTERNATIONAL MARKETING

 

11.1 International Marketing Policy

 

1. An iMarket Direct™ and or UltraGlobal dealer is authorized to sell iMarket Direct™ and or UltraGlobal products, to customers, dealer only in the countries in which iMarket Direct™ and or UltraGlobal is authorized to conduct business, according to the Policies and Procedures of each country. iMarket Direct™ and or UltraGlobal dealer may not sell products or services in any country where iMarket Direct™ and or UltraGlobal products and services have not received applicable government authorization or approval.
2. A dealer may not, in any unauthorized country, conduct sales, enrollment or training meetings, enroll or attempt to enroll potential Customers, or dealer, nor conduct any other activity for the purpose of selling iMarket Direct™ and or UltraGlobal products and services, establishing a sales organization, or promoting the iMarket Direct™ and or UltraGlobal business opportunity.
3. A dealer may not, in any unauthorized country, obtain or attempt to obtain approvals or authorizations for iMarket Direct™ and or UltraGlobal products and services or establish governmental or regulatory contact on behalf of iMarket Direct™ and or UltraGlobal. Additionally, a dealer may not register or reserve iMarket Direct™ and or UltraGlobal trade names, trademarks, service marks, or internet domain names.

 

12. CONFLICT OF INTEREST

 

12.1 Conflict of Interest

 

In order to avoid a conflict of interest, or the appearance thereof, iMarket Direct™ and or UltraGlobal will not "engage in any outside business" with a dealer in any capacity unrelated to the iMarket Direct™ and or UltraGlobal business opportunity products and services. This means that iMarket Direct™ and or UltraGlobal will not purchase goods or services from dealer, use dealer as vendors, or hire dealer as independent contractors, other than in connection with the dealer agreement and the sale of iMarket Direct™ and or UltraGlobal products and services. For those few arrangements, currently existing, such arrangements will be governed by written agreements, with a set term.

 

13. CHANGES TO BUSINESS

 

13.1 Modification of the dealer agreement

 

An iMarket Direct™ and or UltraGlobal dealer may modify his or her existing dealer agreement (i.e., change a social security number to a Federal ID number, add a Spouse or partner to the account, or change the form of ownership from an individual to a business owned by the dealer) by submitting a written request, accompanied by a new dealer agreement and the Business Registration Form, if applicable, completed with fresh signatures (not a "crossed out" or "white-out" version of the first agreement), and any appropriate supporting documentation.

 

13.2 Change Sponsor or Placement for Active Dealer

 

1. Maintaining the integrity of the organizational structure is mandatory for the success of iMarket Direct™ and or UltraGlobal and our independent dealer. As such, a request to change or Placement may only be made within the first 30 days of initial enrollment as a dealer. Furthermore, such changes may only occur within the same organization.
2. Sponsors may make Placement changes from one dealer to another for personally sponsored (frontline) dealer during the first 30 days of enrollment.
3. New dealer or their original Sponsor may request a change of Sponsor or Placement within the first 30 days of enrollment for the purpose of structuring an organization. The new dealer agreement must be received within the calendar month for commission calculations to be effective with the requested change.
4. To change or correct the Sponsor and dealer must comply with following procedures:
   1. Submit a Sponsor Placement Transfer Form;
   2. Submit a iMarket Direct™ and or UltraGlobal dealer agreement showing the correct Sponsor and Placement, and any appropriate supporting documentation;
   3. The dealer agreement must be a new, completed document bearing "fresh" signatures, not a "crossed-out" or "white-out" version of the first agreement.
5. Upon approval, the dealer's down line, if any, will transfer with the dealer.
6. Requests to transfer to a different Sales organization will not be accepted, regardless of when they are made, unless iMarket Direct™ and or UltraGlobal can verify that unethical sponsoring has occurred.
7. If one transfer has already been made a $20 fee will be assessed for the second and for each transfer thereafter.
8. After the first 30 days from initial enrollment, iMarket Direct™ and or UltraGlobal will honor the Sponsor/Placement as shown:
   1. On the most recently signed dealer agreement on file or
   2. Self-enrolled on the Web site (i.e., electronically signed Web agreement).
9. A dealer agreement that contains notations such as "by phone" or the signatures of other individuals (i.e., Sponsors, spouses, relatives, or friends) is not valid and will not be accepted by iMarket Direct™ and or UltraGlobal.
10. In the absence of a valid dealer agreement within 30 days of enrollment, iMarket Direct™ and or UltraGlobal will consider the activity that has taken place on the dealer's account. The dealer will be required to submit a letter of resignation and remain inactive (inactive autoship) for 6 months in order to reapply under a different Sponsor.
11. iMarket Direct™ and or UltraGlobal retains the right to approve or deny any requests to change Sponsor or Placement and to correct any errors related thereto at any time and in whatever manner it deems necessary.

 

13.3 Change Sponsor or Placement for Inactive Dealer

 

1. At the discretion of iMarket Direct™ and or UltraGlobal, dealer who did not participate in an autoship or have not ordered products or services for at least 12 months, and who have not tendered a letter of resignation, are eligible to re-enroll in iMarket Direct™ and or UltraGlobal under the Sponsor/Placement of their choice.
2. Upon written notice to iMarket Direct™ and or UltraGlobal that a former dealer wishes to re-enroll, iMarket Direct™ and or UltraGlobal will "compress" (close) the original account. A new iMarket Direct™ and or UltraGlobal ID number will then be issued to the former dealer.
3. Such dealer does not retain former rank, down line, or rights to commission checks from his or her former organizations.
4. iMarket Direct™ and or UltraGlobal reserves the right to correct Sponsor or Placement errors at any time and in whatever manner it deems necessary.

 

13.5 Change Organizations

 

1. If an iMarket Direct™ and or UltraGlobal dealer wishes to transfer organizations, he or she must submit a letter of resignation to the iMarket Direct™ and or UltraGlobal Customer Service Department and remain inactive (place no orders, or be on an autoship) from iMarket Direct™ and or UltraGlobal for 6 months from the receipt of the letter before being eligible to re-enroll under a different Sponsor/Placement.
2. iMarket Direct™ and or UltraGlobal retains the right to approve or deny any request to re-enroll after a dealer's resignation.
3. If re-enrollment is approved, the former dealer will be issued a new iMarket Direct™ and or UltraGlobal ID number and will be required to submit a new dealer agreement and to purchase a iMarket Direct™ and or UltraGlobal package of their choice. The dealer will not be entitled to keep any former rank, down line, or rights to commission checks from any prior organization.
4. Transfers may not be done outside of the original organization.

 

13.7 Customer Enrollment as a iMarket Direct™ and or UltraGlobal Dealer

 

1. A Customer may enroll as a iMarket Direct™ and or UltraGlobal dealer with the submission of a dealer agreement and the purchase of a package of their choice.
2. A Customer may enroll as a dealer with the submission of a dealer agreement and the purchase of a package of their choice.
3. The Sponsor may request a placement change within 30 days of enrollment of the new dealer, for personally enrolled dealer.

 

13.9 Unethical Sponsoring

 

1. Unethical sponsoring activities include, but are not limited to, enticing, bidding or engaging in unhealthy competition in trying to acquire a prospect or new dealer from another dealer or influencing another dealer to transfer to a different sponsor.
2. Allegations of unethical sponsoring must be reported in writing to the iMarket Direct™ and or UltraGlobal Compliance Department within the first 90 days of enrollment. If the reports are substantiated, iMarket Direct™ and or UltraGlobal may transfer the dealer or the dealer's down line to another sponsor, Placement or organization without approval from the current up line Sponsor or Placement dealer. iMarket Direct™ and or UltraGlobal remains the final authority in such cases.

 

13.10 Sell, Assign or Delegate Ownership

 

1. In order to preserve the integrity of the hierarchical structure, it is necessary for iMarket Direct™ and or UltraGlobal to place restrictions on the transfer, assignment, or sale of a dealership.
2. An iMarket Direct™ and or UltraGlobal dealer may not sell or assign his or her rights or delegate his or her position as an dealer without prior written approval by iMarket Direct™ and or UltraGlobal, which approval will not be unreasonably withheld. Any attempted sale, assignment, or delegation without such approval may be voided at the discretion of iMarket Direct™ and or UltraGlobal.
3. Should the sale be approved by iMarket Direct™ and or UltraGlobal, the Buyer assumes the position of the Seller at the current qualified title, but at the current "paid as" rank, at the time of the sale and acquires the Seller's down line.
4. To sell a dealership and dealer must comply with the following procedures:
   1. The Seller's immediate active Sponsor must be given the first right and option, in writing, to purchase the dealership.
   2. If the immediate active Sponsor declines, in writing, to purchase the dealership, the same offer must then go to the Seller's immediate active Up line and so forth, until a total of 1 Sponsor and 4 Up line dealer have been presented with the opportunity to purchase the Seller's dealership. For the sale of a Triple Diamond dealership, iMarket Direct™ and or UltraGlobal shall be offered the opportunity to purchase the dealership if declined by the Sponsor and 4 up line dealer (if any).
   3. The Sponsor or Upline dealer shall indicate his or her interest to purchase the dealership being sold, by notifying the Seller, in writing, within 10 days of the written offer and, thereafter, shall have up to 60 days to enter into a Sales Agreement with the Seller. The potential Buyer must exercise good faith efforts as to not cause unreasonable or undue delay. This provision is not meant to restrict the contractual rights of either party, but rather to encourage the timely and equitable resolution of such business transactions.
   4. If the Sponsor, 4 Up line dealer, and iMarket Direct™ and or UltraGlobal, if applicable, each decline, in writing, to purchase the dealership or fail to respond within 10 days after the Seller's notice of intent to sell, the Seller may proceed with the sale to a third party willing to purchase the dealership upon substantially the same terms and conditions as provided to the Sponsor and 4 Up line dealer.
   5. The terms and conditions of sale or transfer to a third party shall not change materially from the initial terms and conditions provided to the Seller's Sponsor and up line dealer (if any). Should any significant terms of the offer change, or should the sale price be reduced by more than 15 percent from the initial offer, the Sponsor, 4 Up line dealer, and iMarket Direct™ and or UltraGlobal, if applicable, shall be given another opportunity to purchase the dealership at the reduced price or significantly changed terms.
5. To request corporate authorization for a sale or transfer of a iMarket Direct™ and or UltraGlobal dealership, the following items must be submitted to the iMarket Direct™ and or UltraGlobal Customer Service Department:
   1. A Sale/Transfer of Dealership form properly completed, with the requisite signatures.
   2. A copy of the Sales Agreement signed and dated by both Buyer and Seller.
   3. A iMarket Direct™ and or UltraGlobal dealer Agreement completed and signed by the Buyer.
   4. Payment of the $100 administration fee.
   5. Any additional supporting documentation requested by iMarket Direct™ and or UltraGlobal.
6. If the Buyer is not a current iMarket Direct™ and or UltraGlobal dealer; the Buyer must enroll as a iMarket Direct™ and or UltraGlobal dealer and purchase the Professional Package. If the Buyer is a current iMarket Direct™ and or UltraGlobal dealer, he or she must be in good standing and not in violation of any provision of the dealer agreement or these Policies and Procedures. Any such purchase by a current iMarket Direct™ and or UltraGlobal dealer shall be subject to the provisions of Section 13.8.I.ii.
7. Any debt obligations that either Seller or Buyer may have with iMarket Direct™ and or UltraGlobal must be satisfied prior to the approval of the sale or transfer by iMarket Direct™ and or UltraGlobal.
8. An iMarket Direct™ and or UltraGlobal dealer who sells his or her dealership is not eligible to re-enroll as a iMarket Direct™ and or UltraGlobal dealer in any organization for 6 full calendar months following the date of the sale except as otherwise expressly set forth in these Policies and Procedures.

 

13.11 Separating a iMarket Direct™ and or UltraGlobal Business

 

1. Pending a divorce or dissolution of a partnership or other business entity, the parties must adopt one of the following methods of operation:
   1. One of the parties may, with the written consent of the other(s), operate the iMarket Direct™ and or UltraGlobal business whereby the relinquishing Spouse, shareholders, partners, members or trustees authorize iMarket Direct™ and or UltraGlobal to deal directly and solely with the other Spouse, no relinquishing shareholder, partner, member or trustee.
   2. The parties may continue to operate the iMarket Direct™ and or UltraGlobal business jointly on a "business as usual" basis, whereupon all compensation paid by iMarket Direct™ and or UltraGlobal will be paid in the name designated by the dealer or in the name of the entity to be divided, as the parties may independently agree between them. If no name is stipulated, iMarket Direct™ and or UltraGlobal will pay compensation to the name on record and in such event, the dealer named on the account shall indemnify iMarket Direct™ and or UltraGlobal from any claims from the other business owner or the other Spouse with respect to such payment.
2. iMarket Direct™ and or UltraGlobal recognizes only one down line organization and will issue only one commission check per iMarket Direct™ and or UltraGlobal business per commission cycle. Under no circumstances will the Down line of an organization be divided, nor will iMarket Direct™ and or UltraGlobal split commission and bonus checks.
3. If a relinquishing Spouse, partner or owner of the business has completely relinquished ("Relinquishing Party"), in writing, all rights to the original iMarket Direct™ and or UltraGlobal Business, he or she may immediately thereafter re-enroll under the Sponsor and Placement of his or her choice. In such cases, however, the Relinquishing Party shall have no rights to, and shall not solicit, any dealer or active Customer in the former organization, and must develop a new business in the same manner as any other new iMarket Direct™ and or UltraGlobal dealer. A dealer in the Relinquishing Party's former down line who wishes to transfer to the Relinquishing Party's new organization or to any other organization, must comply with the requirements in Section 13.5.

 

13.12 Succession

 

1. Upon the death or incapacity of a dealer, the dealer's business may be passed on to his or her legal successors in interest (successor). Whenever a iMarket Direct™ and or UltraGlobal business is transferred by will or other testamentary process, the successor acquires the right to collect all bonuses and commissions of the deceased dealer's sales organization. The successor must:
   1. Complete and sign a new iMarket Direct™ and or UltraGlobal dealer agreement;
   2. Comply with the terms and provisions of the dealer agreement; and
   3. Meet all of the qualifications for the last rank achieved by the former dealer.
2. Bonus and commission checks of a iMarket Direct™ and or UltraGlobal business transferred based on this section will be paid in a single check to the successor. The successor must provide iMarket Direct™ and or UltraGlobal with an "address of record" to which all bonus and commission checks will be sent. Checks will be based on the current performance of the dealership, not the highest rank or volume achieved.
3. If the business is bequeathed to joint devisees (successor), they must form a business entity and acquire a Federal taxpayer identification number. iMarket Direct™ and or UltraGlobal will issue all bonus and commission checks and one 1099 Miscellaneous Income Tax form to the business entity only.
4. Appropriate legal documentation must be submitted to iMarket Direct™ and or UltraGlobal Customer Service to ensure the transfer is done properly. To affect a testamentary transfer of a iMarket Direct™ and or UltraGlobal business, the successor must provide the following to iMarket Direct™ and or UltraGlobal Customer Service:
   1. A certified copy of the death certificate; and
   2. A notarized copy of the will or other appropriate legal documentation establishing the successor's right to the iMarket Direct™ and or UltraGlobal business.
5. To complete a transfer of the iMarket Direct™ and or UltraGlobal business because of incapacity, the successor must provide the following to iMarket Direct™ and or UltraGlobal Customer Service:
   
   1. A notarized copy of an appointment as trustee;
   2. A notarized copy of the trust document or other appropriate legal documentation establishing the trustee's right to administer the iMarket Direct™ and or UltraGlobal business; and
   3. A completed dealer agreement executed by the trustee.
6. If the successor is already an existing dealer, iMarket Direct™ and or UltraGlobal will allow such dealer to keep his or her own dealership plus the inherited dealership active for up to 6 months. By the end of the 6 month period, the dealer must have compressed (if appropriate), sold or otherwise transferred either the existing dealership or the inherited dealership.
7. If the successor wishes to terminate the iMarket Direct™ and or UltraGlobal dealership; he or she must submit a notarized statement stating the desire to terminate the dealership, along with a certified copy of the death certificate, appointment as trustee, or other appropriate legal documentation.
8. Upon written request, iMarket Direct™ and or UltraGlobal may grant a 1 month bereavement waiver and pay out at the last "paid as" rank.

 

13.13 Resignation/Voluntary Termination

 

1. An iMarket Direct™ and or UltraGlobal dealer may voluntarily terminate his or her dealership by failing to continue paying his or her monthly autoship.
2. A dealer may immediately terminate his or her dealership by submitting a written notice to the iMarket Direct™ and or UltraGlobal Customer Service Department. The written notice must include the following:
   1. The dealer's intent to resign;
   2. Date of resignation;
   3. iMarket Direct™ and or UltraGlobal Identification Number;
   4. Reason for resigning; and
   5. Signature.
3. An iMarket Direct™ and or UltraGlobal dealer may not use resignation as a way to immediately change Sponsor and Placement. Instead, the dealer who has voluntarily resigned is not eligible to reapply for a dealership or have any financial interest in a iMarket Direct™ and or UltraGlobal business for 6 months from the receipt of the written notice of resignation.
4. After the 6 month period has expired, the dealer may, at the discretion of iMarket Direct™ and or UltraGlobal, re-enroll under a different Sponsor and Placement.
5. iMarket Direct™ and or UltraGlobal retains the right to approve or deny any request to re-enroll following voluntary termination.

 

13.14 Involuntary Termination

 

1. iMarket Direct™ and or UltraGlobal reserves the right to terminate a dealer's dealership for, but not limited to, the following reasons;
   1. Violation of any terms or conditions of the dealer agreement;
   2. Violation of any provision in these Policies and Procedures;
   3. Violation of any provision in the Compensation Plan;
   4. Violation of any applicable law, ordinance, or regulation regarding the iMarket Direct™ and or UltraGlobal business;
   5. Engaging in unethical business practices or violating standards of fair dealing; or
   6. Returning over $500 worth of products and sales tools for a refund within a 12 month period.
2. iMarket Direct™ and or UltraGlobal will notify the dealer in writing by certified mail, return receipt requested or overnight documented mail, at his or her last known address of its intent to terminate the dealer's dealership and the reasons for termination. The dealer will have 15 calendar days from the date of mailing of such notice to respond in writing to the allegations or claims constituting cause for termination as stated in the notice. iMarket Direct™ and or UltraGlobal will then have 30 calendar days from the date of receipt of the dealer's response to render a final decision as to termination.
3. If a decision is made by iMarket Direct™ and or UltraGlobal to terminate the dealer's dealership; iMarket Direct™ and or UltraGlobal will inform the dealer in writing that the dealership is terminated effective as of the date of the written notification. The dealer will then have 15 calendar days from the date of mailing of such notice to appeal the termination in writing. iMarket Direct™ and or UltraGlobal must receive the dealer's written appeal within 20 calendar days of the date of the iMarket Direct™ and or UltraGlobal termination letter. If the written appeal is not received within this time period, the termination will be final.
4. If the dealer does file a timely appeal of termination, iMarket Direct™ and or UltraGlobal will review its decision, along with any other information it may deem relevant, reconsider any other appropriate action, and notify the dealer of its decision. The decision of iMarket Direct™ and or UltraGlobal is then considered final and not subject to further review.
5. If the termination is not rescinded, the termination will be effective as of the date of the original termination notice by iMarket Direct™ and or UltraGlobal. The former dealer shall thereafter be prohibited from using the names, marks or signs, labels, stationery, advertising, or business material referring to or relating to any iMarket Direct™ and or UltraGlobal products or services. iMarket Direct™ and or UltraGlobal will notify the active Upline Sponsor within 10 days after termination. The organization of the terminated dealer will "roll up" to the active up line Sponsor on record.
6. The iMarket Direct™ and or UltraGlobal dealer who is involuntarily terminated by iMarket Direct™ and or UltraGlobal may not re-apply for a dealership, either under his or her present name or any other name or entity, without the express written consent of an officer of iMarket Direct™ and or UltraGlobal, following a review by the iMarket Direct™ and or UltraGlobal Compliance Committee. In any event, such dealer may not re-apply for a dealership for 12 months from the date of termination.

 

13.15 Effect of Cancellation

 

1. Following a dealer's failure to pay their monthly autoship, cancellation for inactivity, or voluntary or involuntary termination (collectively, a "cancellation") such dealer:
   1. Shall have no right, title, claim or interest to any commission or bonus from the sales generated by the dealer's former organization or any other payments in association with the dealer's former independent dealership.
   2. Effectively waives any and all claims to property rights or any interest in or to the dealer's former down line organization.
   3. Shall receive commissions and bonuses only for the last full pay period in which he or she was active prior to cancellation, less any amounts withheld during an investigation preceding an involuntary cancellation, and less any other amounts owed to iMarket Direct™ and or UltraGlobal.

 

14. DISCIPLINARY SANCTIONS

 

14.1 Imposition of Disciplinary Action - Purpose

 

It is the spirit of iMarket Direct™ and or UltraGlobal that integrity and fairness should pervade among its dealer, thereby providing everyone with an equal opportunity to build a successful business. Therefore, iMarket Direct™ and or UltraGlobal reserves the right to impose disciplinary sanctions at any time, when it has determined that a dealer has violated the agreement or any of these Policies and Procedures or the Compensation Plan as they may be amended from time to time by iMarket Direct™ and or UltraGlobal.

 

14.2 Consequences and Remedies of Breach

 

1. Disciplinary actions may include one or more of the following:
   1. Monitoring a dealer's conduct over a specified period of time to assure compliance;
   2. Issuance of a written warning or requiring the dealer to take immediate corrective action;
   3. Imposition of a fine (which may be imposed immediately or withheld from future commission checks) or the withholding of commission checks (a Commission Hold) until the matter causing the Commission Hold is resolved or until iMarket Direct™ and or UltraGlobal receives adequate additional assurances from the dealer to ensure future compliance;
   4. Suspension from participation in Company or dealer events, rewards, or recognition;
   5. Suspension of the iMarket Direct™ and or UltraGlobal dealer agreement and dealership for one or more pay periods;
   6. Involuntary termination of the dealer's agreement and dealership;
   7. Any other measure which iMarket Direct™ and or UltraGlobal deems feasible and appropriate to justly resolve injuries caused by the dealer's policy violation or contractual breach; or
   8. Legal proceedings for monetary or equitable relief.

 

15. DISPUTE RESOLUTION

 

15.1 Grievances

 

1. If an iMarket Direct™ and or UltraGlobal dealer has a grievance or complaint against another dealer regarding any practice or conduct relating to their respective iMarket Direct™ and or UltraGlobal businesses, he or she is encouraged to resolve the issue directly with the other party. If an agreement cannot be reached, the dealer should seek assistance from his or her nearest up line Triple Diamond Executive. If the matter still cannot be resolved, it must be reported directly to the iMarket Direct™ and or UltraGlobal Compliance Department as outlined below in this Section.
2. The iMarket Direct™ and or UltraGlobal Compliance Department will be the final authority on settling such grievance or complaint and its written decision shall be final and binding on the dealer involved.
3. iMarket Direct™ and or UltraGlobal will confine its involvement to disputes regarding iMarket Direct™ and or UltraGlobal business matters only. iMarket Direct™ and or UltraGlobal will not decide issues that involve personality conflicts or unprofessional conduct by or between dealers outside the context of a iMarket Direct™ and or UltraGlobal business. These issues go beyond the scope of iMarket Direct™ and or UltraGlobal and may not be used to justify a Sponsor or Placement change or a transfer to another iMarket Direct™ and or UltraGlobal organization.
4. iMarket Direct™ and or UltraGlobal does not consider, enforce, or mediate third party agreements between dealers, nor does it provide names, funding, or advice for obtaining outside legal counsel.
5. Process for Grievances
   1. The iMarket Direct™ and or UltraGlobal dealer should submit a written letter of complaint (e-mail will not be accepted) directly to the iMarket Direct™ and or UltraGlobal Compliance Department. The letter shall set forth the details of the incident as follows:
      1. The nature of the violation;
      2. Specific facts to support the allegations;
      3. Dates;
      4. Number of occurrences;
      5. Persons involved; and
      6. Supporting documentation.
   2. Upon receipt of the written complaint, iMarket Direct™ and or UltraGlobal will conduct an investigation according to the following procedures:
      1. The Compliance Department will send an acknowledgment of receipt to the complaining dealer;
      2. The Compliance Department will provide a verbal or written notice of the allegation to the dealer under investigation. If a written notice is sent to the dealer, he or she will have 10 business days from the date of the notification letter to present all information relating to the incident for review by iMarket Direct™ and or UltraGlobal.
      3. The Compliance Department will thoroughly investigate the complaint, consider all the submitted information it deems relevant, including information from collateral sources. Due to the unique nature of each situation, determinations of the appropriate remedy will be on a case by case basis, and the length of time to reach a resolution will vary.
      4. During the course of the investigation, the Compliance Department will only provide periodic updates simply stating that the investigation is ongoing. No other information will be released during this time. Dealer calls, letters, and requests for “progress reports” during the course of the investigation will not be answered or returned.
      5. iMarket Direct™ and or UltraGlobal will make a final decision and timely notify the iMarket Direct™ and or UltraGlobal dealer involved.

 

15.2 Arbitration

 

1. Any controversy or claim arising out of or relating to the iMarket Direct™ and or UltraGlobal dealer agreement, these Policies and Procedures, or the breach thereof, the dealer's business or any dispute between iMarket Direct™ and or UltraGlobal and the dealer, shall be settled by binding arbitration administered by the American Arbitration Association under its commercial arbitration rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any such arbitration shall be held in Kansas City, Missouri, USA; provided, however, any arbitration involving a Canadian dealer shall be held in Vancouver, British Columbia, Canada. There shall be one arbitrator, who shall have expertise in business law transactions and who shall be knowledgeable in the direct selling industry, selected from a panel provided by the American Arbitration Association.
2. The prevailing party in any such arbitration shall be entitled to receive from the losing party, all costs and expenses of arbitration, including attorney's fees and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to judgment in any court of competent jurisdiction.
3. This agreement to arbitration shall survive any termination or expiration of the dealer agreement.
4. his agreement to arbitration shall survive any termination or expiration of the dealer agreement.
5. Nothing in these Policies and Procedures shall prevent iMarket Direct™ and or UltraGlobal from applying for or obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect iMarket Direct™ and or UltraGlobal interests or its Confidential Information prior to, during or following the filing of an arbitration or other proceeding, or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
6. These Policies and Procedures and any arbitration involving a dealer and iMarket Direct™ and or UltraGlobal shall be governed by and construed in accordance with the laws of the state of Missouri, without reference to its principles of conflict of laws.

 

15.3 Severability

 

If any provision of these Policies and Procedures is found to be invalid, or unenforceable for any reason, only the invalid provision shall be severed. The remaining terms and provisions hereof shall remain in full force and shall be construed as if such invalid or unenforceable provision never had comprised a part of these Policies and Procedures.

 

15.4 Waiver

 

1. Only an officer of iMarket Direct™ and or UltraGlobal can, in writing, affect a waiver of the iMarket Direct™ and or UltraGlobal Policies and Procedures. iMarket Direct™ and or UltraGlobal'S waiver of any particular breach by a dealer shall not affect iMarket Direct™ and or UltraGlobal'S rights with respect to any subsequent breach, nor shall it affect the rights or obligations of any other dealer.
2. The existence of any claim or cause of action of a dealer against iMarket Direct™ and or UltraGlobal shall not constitute a defense to iMarket Direct™ and or UltraGlobal'S enforcement of any term or provision of these Policies and Procedures.

 

15.5 Successors and Claims

 

The agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

 

16. iMarket Direct™ and or UltraGlobal GLOSSARY OF TERMS

 

ACH (Automated Clearing House): A secure private network that enables electronic payments, such as automatic debit card purchases, to be handled and processed.

 

Active Dealer: An active dealer is an associate who has purchased one of the iMarket Direct™ and or UltraGlobal packages (Introductory, Advanced or Professional) and remains active on a monthly autoship.

 

Agreement: Refers to the iMarket Direct™ and or UltraGlobal dealer agreement, these Policies and Procedures, and the iMarket Direct™ and or UltraGlobal Compensation Plan.

 

Dealer: An individual, who received a iMarket Direct™ and or UltraGlobal ID number, purchased a iMarket Direct™ and or UltraGlobal dealer Package and submitted a signed iMarket Direct™ and or UltraGlobal dealer agreement. The dealer is an independent contractor and is not an employee of iMarket Direct™ and or UltraGlobal.

 

Commercial Sale: iMarket Direct™ and or UltraGlobal products that equal or exceed $5,000 in a single order or products sold to a third party who intends to re-sell the products to an end consumer. (Auto Ship) A standing order that is automatically shipped on a monthly basis.

 

Customer: Anyone who has received iMarket Direct™ and or UltraGlobal products or services but has not purchased a iMarket Direct™ and or UltraGlobal dealer package or signed a iMarket Direct™ and or UltraGlobal dealer agreement and who is listed in the iMarket Direct™ and or UltraGlobal computer as a “Customer”.

 

Dealership: The sales organization of a iMarket Direct™ and or UltraGlobal dealer, which includes all down line Customers, and dealer.

 

Down line: A sales organization comprised of Customers and dealer sponsored below a particular dealer.

 

Inactive dealer: A dealer with an inactive autoship.

 

Placement: A dealer’s immediate up line dealer. One who accepts frontline Customers or dealer from his or her Sponsor or Up line to increase commissions, or rank.

 

Protected Prospect: Guest of a iMarket Direct™ and or UltraGlobal dealer who attends a iMarket Direct™ and or UltraGlobal or dealer sponsored function or event.

 

Retail Customer: A Retail Customer is any person who is not in the iMarket Direct™ and or UltraGlobal computer system and who orders and receives products or services directly from an independent iMarket Direct™ and or UltraGlobal dealer.

 

Retail Price: The price a Customer pays who is not enrolled in iMarket Direct™ and or UltraGlobal.

 

RMA: Pre-approved Return Merchandise Authorization - required for accurate processing of returns.

 

Sales Organization: A dealer’s Upline and Downline.

 

Sponsor: A dealer who recruits and enrolls new Customers or dealer.

 

EAN: iMarket Direct™ and or UltraGlobal Approval Number; a number issued by the Compliance Department upon approval of an ad, event or other process requiring review and authorization.

 

iMarket Direct™ and or UltraGlobal Compliance Committee: Will consist of a representative from Compliance, iMarket Direct™ and or UltraGlobal'S General Counsel, and at least 2 senior Executives from iMarket Direct™ and or UltraGlobal.

Up line A Customer or dealer's linkage to iMarket Direct™ and or UltraGlobal by the Sponsor and Placement “tree” of the matrix

Wholesale Price: The price and dealer pays who is enrolled in iMarket Direct™ and or UltraGlobal.