SECTION 1 – INTRODUCTION
1.1 – Policies and Compensation Plan Incorporated into Associate Agreement
These Policies and Procedures, in their present form and as amended at the sole discretion of Bitmaster, Inc. are incorporated into, and form an integral part of, the Bitmaster Associate Agreement. Throughout these Policies and Procedures, when the term “Agreement” is used, it collectively refers to the Bitmaster Associate Application and Agreement, these Policies and Procedures, the Bitmaster Compensation Plan, Bitmaster Terms of Service, and Bitmaster Terms and Conditions. These documents are incorporated by reference into the Bitmaster Associate Agreement (all in their current form and as amended by Bitmaster). It is the responsibility of each Associate to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures. When sponsoring or enrolling a new Associate, it is the responsibility of the sponsoring Associate to ensure that the applicant is provided with, or has online access to, the most current version of these Policies and Procedures, the Bitmaster Compensation Plan, Bitmaster Terms of Service, and Bitmaster Terms and Conditions prior to his or her execution of the Associate Agreement.
1.2 – Purpose of Policies
Bitmaster is a direct sales company that markets its Products through Independent Partners. It is important to understand that your success and the success of your fellow Partners depends on the integrity of the men and women who market our Products and Services. To clearly define the relationship that exists between Partners and Bitmaster, and to explicitly set a standard for acceptable business conduct, Bitmaster has established the Agreement.
Bitmaster Partners are required to comply with all of the Terms and Conditions set forth in the Agreement which Bitmaster may amend at its sole discretion from time to time, as well as all international, federal, state, and local laws governing their Bitmaster business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this manual carefully. It explains and governs the relationship between you, as an Independent Contractor and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from anyone in your upline or Bitmaster.
1.3 – Changes to the Agreement
Because international, federal, state, and local laws, as well as the business environment, periodically change, Bitmaster reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By accepting the terms of the Associate Agreement, an Associate agrees to abide by all amendments or modifications that Bitmaster elects to make. Amendments shall be effective upon notice to all Partners that the Agreement has been modified. Notification of amendments shall be published in official Bitmaster materials. The Company shall provide or make available to all Partners a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Company’s official web site; (2) electronic mail (e-mail) (3) inclusion in Company periodicals; (4) inclusion in Product orders or Bonus payments; or (5) special mailings. The continuation of an Associate’s Bitmaster business or an Associate’s acceptance of Bonuses or Commissions constitutes acceptance of any and all amendments.
1.4 – Delays
Bitmaster shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, curtailment of a party’s source of supply, or government decrees or orders.
1.5 – Policies and Provisions Severable
If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, or unenforceable provision never comprised a part of the Agreement.
1.6 – Waiver
The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of Bitmaster to exercise any right or power under the Agreement or to insist upon strict compliance by an Associate with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of Bitmaster’s right to demand exact compliance with the Agreement. Waiver by Bitmaster can be effectuated only in writing by an authorized officer of the Company. Bitmaster’s waiver of any particular breach by an Associate shall not affect or impair Bitmaster’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Associate. Nor shall any delay or omission by Bitmaster to exercise any right arising from a breach affect or impair Bitmaster’s rights as to that or any subsequent breach.
The existence of any claim or cause of action of an Associate against Bitmaster shall not constitute a defense to Bitmaster’s enforcement of any term or provision of the Agreement.
SECTION 2 – BECOMING AN ASSOCIATE
2.1 – Requirements to Become An Associate
To become a Bitmaster Associate, each applicant must:
・Be of the age of majority in his or her country of residence;
・Have a valid Government’s Identification Card Pay a one-time, non-refundable $108 – $324 - $648 USD Independent Associate Cost.
2.2 – Product Purchases
Partners are not required to purchase Bitmaster Products or Services to participate in the Compensation Plan. There is a $108 – $324 – $648 - USD one-time, non refund policy, Independent Associate Cost. This allows Partners to share Bitmaster Products and Opportunity. Includes Bitcoin, real-time Back Office, real-time Tracking, Marketing systems and more.
After cancellation of Bitmaster, Partners will not be able to buy or sell their existing Bitcoins.
An associate must have fully paid a minimum 12months of autoship before Bitcoins are exchanged for currency. An associate must have not miss 3 months of autoship in a row or other wise will lose their right to claim the exchange of the Bitcoins.
If requested to sell the remaining Bitcoins, Partners will be obligated to pay for all unpaid monthly subscription fees.
2.3 – Associate Benefits
Once an Associate Application and Agreement has been accepted by Bitmaster, the benefits of the Compensation Plan and the Associate Agreement are available to the new Associate. These benefits include the right to:
・Sell Bitmaster Products and Services;
・Participate in the Bitmaster Compensation Plan (receive Bonuses and Commissions, if eligible);
・Sponsor other individuals as Customers or Partners into the Bitmaster business and thereby, build a marketing organization and progress through the Bitmaster Compensation Plan;
・Receive periodic Bitmaster literature and other Bitmaster communications;
・Participate in Bitmaster-sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and
・Participate in promotional and incentive contests and programs sponsored by Bitmaster for its Partners.
2.4 – Term and Renewal of Your Bitmaster Business
The term of the Associate Agreement is one year from the date of its acceptance by Bitmaster. Recurring monthly fees apply in all countries and are defined herein.
2.5 – Recurring Monthly Fees for your Bitmaster Business
Effective May 15, 2013, Partners, who purchase a Product, and Customers in all countries pay a one time subscription fee of $108 – $324 - $648 - USD for the Starter Package, and $129.60 USD for the monthly package.
SECTION 3 – OPERATING A Bitmaster BUSINESS
3.1 – Adherence to the Bitmaster Compensation Plan
Partners must adhere to the terms of the Bitmaster Compensation Plan as set forth in official Bitmaster literature. Partners shall not offer the Bitmaster Opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official Bitmaster literature. Partners shall not require or encourage other current or prospective Customers or Partners to participate in Bitmaster in any manner that varies from the program as set forth in official Bitmaster literature. Partners shall not require or encourage other current or prospective Customers or Partners to execute any agreement or contract other than official Bitmaster agreements and contracts in order to become a Bitmaster Associate. Similarly, Partners shall not require or encourage other current or prospective Customers or Partners to make any purchase from, or payment to, any individual or other entity to participate in the Bitmaster Compensation Plan other than those purchases or payments identified as recommended or required in official Bitmaster literature.
3.2 – Advertising
3.2.1 – General
All Partners shall safeguard and promote the good reputation of Bitmaster and its Products. The marketing and promotion of Bitmaster, the Bitmaster Opportunity, the Compensation Plan, and Bitmaster Products and Services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.
To promote both the Products and Services, and the tremendous opportunity Bitmaster offers, Partners may only use the sales aids and support materials produced by Bitmaster or materials that have received prior written approval from Bitmaster’s compliance department.
Bitmaster Partners may not sell sales aids to other Bitmaster Partners. Therefore, Partners who receive authorization from Bitmaster to produce their own sales aids may make the sales aids available to other Partners free of charge, but may not sell such sales aids to any other Bitmaster Associate.
3.2.2 – Associate Web Sites
If an Associate desires to utilize an Internet web page to promote his or her business, he or she may do so only through an official Bitmaster replicated website.
3.2.3 – Domain Names
Partners may not use or attempt to register any of Bitmaster’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, for any Internet domain name.
3.2.4 – Trademarks and Copyrights
Bitmaster will not allow the use of its trade names, trademarks, designs, or symbols by any person, including Bitmaster Partners, without its prior, written permission. Partners may not produce for sale or distribution any recorded Company events and speeches without written permission from Bitmaster nor may Partners reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations.
3.2.5 – Media and Media Inquiries
Partners must not attempt to respond to media inquiries regarding Bitmaster, its Products or Services, or their independent Bitmaster business. All inquiries by any type of media must be immediately referred to Bitmaster’s Marketing Department. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.
3.2.6 – Unsolicited Email
Bitmaster does not permit Partners to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation, the federal SPAM Act. Any email sent by an Associate that promotes Bitmaster, the Bitmaster Opportunity, or Bitmaster Products and Services must comply with the following:
・There must be a functioning return email address to the sender.
・There must be a notice in the email that advises the recipient that he or she may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (a functioning “opt-out” notice).
・All recipients must have confirmed via a 2-stage verification process (double opt-in), that they wish to receive email from Associate
・The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
・The use of deceptive subject lines and/or false header information is prohibited.
・All opt-out requests, whether received by email or regular mail, must be honored. If an Associate receives an opt-out request from a recipient of an email, the Associate must forward the opt-out request to the Company.
3.3 – Bonus Buying Prohibited
Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an Independent Associate Application and Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as an Associate or Customer; (c) the enrollment or attempted enrollment of non-existent individuals or entities as Partners or Customers (“phantoms”); (d) Purchasing Bitmaster services on behalf of another Associate or Customer, or under another Associate’s or Customer’s I.D. number, to qualify for Commissions or Bonuses; (e) purchasing excessive amounts of services that cannot reasonably be used (f) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, Commissions or Bonuses that is not driven by bona fide Product or Service purchases by end-user consumers.
3.4 – Change of Sponsor
An Associate may legitimately change organizations only by voluntarily canceling his or her Bitmaster business and remaining inactive (i.e., no purchases of Bitmaster Products for resale, no sales of Bitmaster Products, no sponsoring, no attendance at any Bitmaster functions, participation in any other form of Associate activity, or operation of any other Bitmaster business) for six (6) full calendar months. Following the six month period of inactivity, the former Associate may reapply under a new Sponsor.
3.5 – Unauthorized Claims and Actions
3.5.1 – Indemnification
An Associate is fully responsible for all of his or her verbal and written statements made regarding Bitmaster Products, Services, and the Compensation Plan which are not expressly contained in official Bitmaster materials. Partners agree to indemnify Bitmaster and Bitmaster’s directors, officers, employees, and agents, and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by Bitmaster as a result of the Associate’s unauthorized representations or actions. This provision shall survive the termination of the Associate Agreement.
3.5.2 – Income Claims
In their enthusiasm to enroll prospective Partners, some Partners are occasionally tempted to make income claims or earnings representations to demonstrate the inherent power of network marketing. This is counterproductive because new Partners may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved. At Bitmaster, we firmly believe that the Bitmaster income potential is great enough to be highly attractive, without reporting the earnings of others.
Moreover, the Federal Trade Commission and several countries and states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in network marketing. While Partners may believe it beneficial to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact Bitmaster as well as the Associate making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation. Because Bitmaster Partners do not have the data necessary to comply with the legal requirements for making income claims, an Associate, when presenting or discussing the Bitmaster Opportunity or Compensation Plan to a prospective Associate, may not make income projections, income claims, or disclose his or her Bitmaster income (including the showing of bank statements, or tax records).
3.7 – Conflicts of Interest
3.7.1 – Nonsolicitation
Bitmaster Partners are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”). However, during the term of this Agreement, Partners may not directly or indirectly Recruit other Bitmaster Partners or Customers for any other network marketing business. Following the cancellation of an Associate’s Independent Associate Agreement, and for a period of six calendar months thereafter, with the exception of an Associate who is personally sponsored by the former Associate, a former Associate may not Recruit any Bitmaster Associate or Customer for another network marketing business. Partners and the Company recognize that because network marketing is conducted through networks of independent contractors dispersed across the entire United States and internationally, and business is commonly conducted via the internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, Partners and Bitmaster agree that this non-solicitation provision shall apply to all markets in which Bitmaster conducts business.
3.7.2 – Sale of Competing Goods or Services
Partners must not sell, or attempt to sell, any competing non-Bitmaster programs, Products or Services to Bitmaster Customers or Partners. Any program, Product or Service in the same generic categories as Bitmaster Products or Services is deemed to be competing, regardless of differences in cost, quality or other distinguishing factors.
3.7.3 – Associate Participation in Other Direct Selling Programs
If an Associate is engaged in other non-Bitmaster direct selling programs, it is the responsibility of the Associate to ensure that his or her Bitmaster business is operated entirely separate and apart from any other program. To this end, the following must be adhered to:
・Partners shall not display Bitmaster promotional material, sales aids, Products or Services with or in the same location as, any non-Bitmaster promotional material or sales aids, Products or Services.
・Partners shall not offer the Bitmaster Opportunity, Products or Services to prospective or existing Customers or Partners in conjunction with any non-Bitmaster program, Opportunity, Product or Service.
・Partners may not offer any non-Bitmaster opportunity, Products, Services or Opportunity at any Bitmaster-related meeting, seminar or convention, or within two hours and a five mile radius of the Bitmaster event. If the Bitmaster meeting is held telephonically or on the internet, any non-Bitmaster meeting must be at least two hours before or after the Bitmaster meeting, and on a different conference telephone number or internet web address from the Bitmaster meeting.
3.7.4 – Downline Activity (Genealogy) Reports
Downline Activity Reports are available for Associate access in their official Back Office. Associate access to their Downline Activity Reports is password protected. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to Bitmaster. Downline Activity Reports are provided to Partners in strictest confidence and are made available to Partners for the sole purpose of assisting Partners in working with their respective Downline Organizations in the development of their Bitmaster business. Partners should use their Downline Activity Reports to assist, motivate, and train their downline Partners. The Associate and Bitmaster agree that, but for this agreement of confidentiality and nondisclosure, Bitmaster would not provide Downline Activity Reports to the Associate. An Associate shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:
・Directly or indirectly disclose any information contained in any Downline Activity Report to any third party;
・Directly or indirectly disclose the password or other access code to his or her Downline Activity Report;
・Use the information to compete with Bitmaster or for any purpose other than promoting his or her Bitmaster business;
・Recruit or solicit any Associate or Customer of Bitmaster listed on any report, or in any manner attempt to influence or induce any Associate or Preferred Customer of Bitmaster, to alter their business relationship with Bitmaster; or
・Use or disclose to any person, partnership, association, corporation, or other entity any information contained in any Downline Activity Report.
Upon demand by the Company, any current or former Associate will return the original and all copies of Downline Activity Reports to the Company.
3.8 – Targeting Other Direct Sellers
Bitmaster does not condone Partners specifically or consciously targeting the sales force of another direct sales company to sell Bitmaster Products or to become Partners for Bitmaster, nor does Bitmaster condone Partners solicitation or enticement of members of the sales force of another direct sales company to violate the terms of their contract with such other company. Should Partners engage in such activity, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration or mediation is brought against an Associate alleging that he or she engaged in inappropriate recruiting activity of its sales force or customers, Bitmaster will not pay any of Associate’s defense costs or legal fees, nor will Bitmaster indemnify the Associate for any judgment, award, or settlement.
3.9 – Cross-Sponsoring
Actual or attempted cross sponsoring is strictly prohibited. “Cross sponsoring” is defined as the enrollment of an individual who or entity that already has a current Customer or Associate Agreement on file with Bitmaster, or who has had such an agreement within the preceding six calendar months, within a different line of sponsorship. The use of a spouse’s or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, federal ID numbers, or fictitious ID numbers to circumvent this policy is prohibited. Partners shall not demean, discredit or defame other Bitmaster Partners in an attempt to entice another Associate to become part of the first Associate’s marketing organization. This policy shall not prohibit the transfer of a Bitmaster business in accordance with Section 3.4.
If Cross Sponsoring is discovered, it must be brought to the Company’s attention immediately. Bitmaster may take disciplinary action against the Associate that changed organizations and/or those Partners who encouraged or participated in the Cross Sponsoring. Bitmaster may also move all or part of the offending Associate’s downline to his or her original downline organization if the Company deems it equitable and feasible to do so. However, Bitmaster is under no obligation to move the Cross Sponsored Associate’s downline organization, and the ultimate disposition of the organization remains within the sole discretion of Bitmaster. Partners waive all claims and causes of action against Bitmaster arising from or relating to the disposition of the Cross Sponsored Associate’s downline organization.
3.10 – Errors or Questions
If an Associate has questions about or believes any errors have been made regarding Commissions, Bonuses, Downline Activity Reports, or charges, the Associate must notify Bitmaster in writing within 60 days of the date of the purported error or incident in question. Bitmaster will not be responsible for any errors, omissions or problems not reported to the Company within 60 days.
3.11 – Governmental Approval or Endorsement
Neither international, federal nor state regulatory agencies or officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Partners shall not represent or imply that Bitmaster or its Compensation Plan have been “approved,” “endorsed” or otherwise sanctioned by any government agency.
3.12 – Identification
All Partners are required to provide a Government’s ID Number to Bitmaster on the Associate Application and Agreement. Upon enrollment, Bitmaster will provide a unique Associate Identification Number to the Associate by which he or she will be identified. This number will be used to place orders, and track Commissions and Bonuses.
3.13 – Income Taxes
Each Associate is responsible for paying local, state, and federal taxes on any income generated as an Independent Associate. If a Bitmaster business is tax exempt, the Federal tax identification number must be provided to Bitmaster.
3.14 – Independent Contractor Status
Partners are Independent Contractors, and are not purchasers of a franchise or a business opportunity. The agreement between Bitmaster and its Partners does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Associate. Partners shall not be treated as an employee for his or her services or for Federal or State tax purposes. All Partners are responsible for paying local, state, and federal taxes due from all compensation earned as an Associate of the Company. The Associate has no authority (expressed or implied), to bind the Company to any obligation. Each Associate shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Associate Agreement, these Policies and Procedures, and applicable laws.
The name of Bitmaster and other names as may be adopted by Bitmaster are proprietary trade names, trademarks and service marks of Bitmaster. As such, these marks are of great value to Bitmaster and are supplied to Partners for their use only in an expressly authorized manner. Use of Bitmaster name on any item not produced by the Company is prohibited except as follows:
Independent Bitmaster Associate
All Partners may list themselves as an “Independent Bitmaster Associate” in the white or yellow pages of the telephone directory under their own name. No Associate may place telephone directory display ads using Bitmaster’s name or logo. Partners may not answer the telephone by saying “Bitmaster”, “Bitmaster Incorporated”, or in any other manner that would lead the caller to believe that he or she has reached corporate offices of Bitmaster.
3.15 – Insurance
You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy does not cover business-related injuries, or the theft of or damage to inventory or business equipment. Contact your insurance agent to make certain that your business property is protected. This can often be accomplished with a simple “Business Pursuit” endorsement attached to your present home owner’s policy.
3.16 – Adherence to Laws and Ordinances
Partners shall comply with all international, federal, state, and local laws and regulations in the conduct of their businesses. Many cities, counties and countries have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to Partners because of the nature of their business. However, Partners must obey those laws that do apply to them. If a city or county official tells an Associate that an ordinance applies to him or her, the Associate shall be polite and cooperative, and immediately send a copy of the ordinance to the Compliance Department of Bitmaster. In most cases there are exceptions to the ordinance that may apply to Bitmaster Partners.
Because of critical legal and tax considerations, Bitmaster must limit the sale of its Products and the presentation of our business Opportunity to prospective customers and Partners within jurisdictions where such activities may be lawfully undertaken. Accordingly you may not sell or market the Bitmaster Product or promote the business Opportunity in countries or territories that have not been officially opened by Bitmaster. You may contact email@example.com if you have questions about which countries you may sell in.
3.17 – Minors
A person who is recognized as a minor in his/her country of residence may not be a Bitmaster Associate. Partners shall not enroll or recruit minors into the Bitmaster program.
3.18 – Actions of Household Members or Affiliated Individuals
If any member of an Associate’s immediate household engages in any activity which, if performed by the Associate, would violate any provision of the Agreement, such activity will be deemed a violation by the Associate and Bitmaster may take disciplinary action pursuant to the Statement of Policies and Procedures against the Associate. Similarly, if any individual associated in any way with a corporation, partnership, trust or other entity (collectively “affiliated individual”) violates the Agreement, such action(s) will be deemed a violation by the entity, and Bitmaster may take disciplinary action against the entity.
3.19 – Sale, Transfer or Assignment of Bitmaster Business
Although a Bitmaster business is a privately owned, independently operated business, the sale, transfer or assignment of a Bitmaster business is subject to certain limitations. If an Associate wishes to sell his or her Bitmaster business, the following criteria must be met:
・Protection of the existing line of sponsorship must always be maintained so that the Bitmaster business continues to be operated in that line of sponsorship.
・The buyer or transferee must become a qualified Bitmaster Associate. If the buyer is an active Bitmaster Associate, he or she must first terminate his or her Bitmaster business and wait six calendar months before acquiring any interest in the new Bitmaster business.
・Before the sale, transfer or assignment can be finalized and approved by Bitmaster, any debt obligations the selling Associate has with Bitmaster must be satisfied.
・The selling Associate must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign a Bitmaster business.
Prior to selling a Bitmaster business, the selling Associate must notify Bitmaster’s Marketing Department of his or her intent to sell the Bitmaster business. No changes in line of sponsorship can result from the sale or transfer of a Bitmaster business. An Associate may not sell, transfer or assign individual business centers; if a business is sold, transferred or assigned, all business centers must be included in the transaction.
3.20 – Separation of a Bitmaster Business
Bitmaster Partners sometimes operate their Bitmaster businesses as husband-wife partnerships, regular partnerships, corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership or trust (the latter three entities are collectively referred to herein as “entities”) may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship. If the separating parties fail to provide for the best interests of other Partners and the Company in a timely fashion, Bitmaster will involuntarily terminate the Associate Agreement.
During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:
3.20.1 – One of the parties may, with consent of the other(s), operate the Bitmaster business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize Bitmaster to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.
3.20.2 – The parties may continue to operate the Bitmaster business jointly on a “business-as-usual” basis, whereupon all compensation paid by Bitmaster will be paid according to the status quo as it existed prior to the divorce filing or dissolution proceedings. This is the default procedure if the parties do not agree on the format set forth above.
Under no circumstances will the Downline Organization of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will Bitmaster split Commissions between divorcing spouses or members of dissolving entities. Bitmaster will recognize only one Downline Organization and will issue only one Commission per Bitmaster business per Commission Cycle. Commissions shall always be issued to the same individual or entity. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of Commissions and Ownership of the business in a timely fashion as determined by the Company, the Associate Agreement shall be involuntarily canceled.
If a former spouse has completely relinquished all rights in the original Bitmaster business pursuant to a divorce, he or she is thereafter free to enroll under any sponsor of his or her choosing without waiting six calendar months. In the case of business entity dissolutions, the former partner, shareholder, member, or other entity affiliate who retains no interest in the business must wait six calendar months from the date of the final dissolution before re-enrolling as an Associate. In either case, however, the former spouse or business affiliate shall have no rights to any Partners in their former organization or to any former retail customer. They must develop the new business in the same manner as would any other new Associate.
3.21 – Sponsoring
All active Partners in good standing have the right to sponsor and enroll others into Bitmaster. Each prospective Customer or Associate has the ultimate right to choose his or her own Sponsor. If two Partners claim to be the Sponsor of the same new Associate or Customer, the Company shall regard the first application received by the Company as controlling.
3.22 – Succession
Upon the death or incapacitation of an Associate, his or her business may be passed to his or her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, an Associate should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a Bitmaster business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all Bonuses and Commissions of the deceased Associate’s marketing organization provided the following qualifications are met. The successor(s)/nominee must:
・Execute an Associate Agreement;
・Comply with terms and provisions of the Agreement; and
・Meet all of the qualifications for the deceased Associate’s status.
・Bonus and Commission of a Bitmaster business transferred pursuant to this section will be paid in a single transaction jointly to the devisees. The devisees must provide Bitmaster with an “address of record” to which all Bonus and Commissions will be sent;
・If the business is bequeathed to joint devisees, they must form a business entity and acquire any required Business Identification number. Bitmaster will issue all Bonus and Commissions to the business entity.
3.22.1 – Transfer Upon Death of an Associate
To effect a testamentary transfer of a Bitmaster business, the successor/nominee must provide the following to Bitmaster: (1) an original death certificate; (2) a notarized copy of the will or other instrument establishing the successor/nominee’s right to the Bitmaster business; and (3) a completed and executed Associate Agreement, or the successor/nominee must have been noted to the company in the application process and proper matching identification must be provided.
3.22.2 – Transfer Upon Incapacitation of an Associate
To effectuate a transfer of a Bitmaster business because of incapacity, the successor/nominee must provide the following to Bitmaster: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer the Bitmaster business; and (3) a completed Associate Agreement executed by the trustee.
SECTION 4 – RESPONSIBILITIES OF Partners
4.1 – Change of Address, Telephone, and E-Mail Address
To ensure timely delivery of any correspondence support materials, and Commissions, it is critically important that the Bitmaster’s files are current. Partners planning to change their e-mail address or move must send their new e-mail address, physical address and telephone numbers to support@Bitmaster.ca. To guarantee proper delivery, two weeks advance notice must be provided to Bitmaster on all changes.
4.2 – Continuing Development Obligations
4.2.1 – Ongoing Training
Any Associate who sponsors another Associate into Bitmaster must perform a bona fide assistance and training function to ensure that his or her downline is properly operating his or her Bitmaster business. Partners must have ongoing contact and communication with the Partners in their Downline Organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of downline Partners to Bitmaster meetings, training sessions, and other functions. Upline Partners are also responsible to motivate and train new Partners in Bitmaster product knowledge, effective sales techniques, the Bitmaster Compensation Plan, and compliance with Company Policies and Procedures. Communication with and the training of downline Partners must not, however, violate Section 3.2 (regarding the development of Associate-produced sales aids and promotional materials).
Partners must monitor the Partners in their Downline Organizations to ensure that downline Partners do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, every Associate should be able to provide documented evidence to Bitmaster of his or her ongoing fulfillment of the responsibilities of a Sponsor.
4.2.2 – Increased Training Responsibilities
As Partners progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of the Bitmaster program. They will be called upon to share this knowledge with lesser experienced Partners within their organization.
4.2.3 – Ongoing Sales Responsibilities
Regardless of their level of achievement, Partners have an ongoing obligation to continue to personally promote sales through the generation of new customers and through servicing their existing customers.
4.3 – Nondisparagement
Bitmaster wants to provide its Independent Partners with the best Products, Compensation Plan, and Service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to Support@Bitmaster.ca. Remember, to best serve you, we must hear from you! While Bitmaster welcomes constructive input, negative comments and remarks made in the field by Partners about the Company, its Products, or Compensation Plan serve no purpose other than to sour the enthusiasm of other Bitmaster Partners. For this reason, and to set the proper example for their downline, Partners must not disparage, demean, or make negative remarks about Bitmaster, other Bitmaster Partners, Bitmaster’s Products/Services, the Compensation Plan, or Bitmaster’s Directors, Officers, or Employees.
4.4 – Providing Documentation to Applicants
Partners must provide the most current version of the Bitmaster Statement of Policies and Procedures, Bitmaster Terms and Conditions, Bitmaster Compensation Plan and Bitmaster Terms of Service to individuals whom they are sponsoring to become Partners before the applicant signs an Associate Agreement. Additional copies of Policies and Procedures can be downloaded from Bitmaster’s website.
4.5 – Reporting Policy Violations
Partners observing a Policy violation by another Associate should submit a written report of the violation directly to the attention of the Bitmaster Compliance Department, at support@Bitmaster.ca. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.
SECTION 5 – SALES REQUIREMENTS
5.1 - Product/Service Sales
The Bitmaster Compensation Plan is based on the sale of Bitmaster Products and Services to end consumers. Partners must fulfill personal and Downline Organization retail sales 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. The following sales requirements must be satisfied for Partners to be eligible for Commissions:
5.1.1 – Partners must satisfy the Personal Sales Volume requirements to fulfill the requirements associated with their rank as specified in the Bitmaster Compensation Plan. “Personal Sales Volume” includes purchases made by the Associate and purchases made by the Associate’s personal customers.
5.2 – No Territory Restrictions
There are no exclusive territories granted to anyone. No franchise fees are required.
SECTION 6 – BONUSES AND COMMISSIONS
6.1 – Bonus and Commission Qualifications
An Associate must be active and in compliance with the Agreement to qualify for Bonuses and Commissions. So long as an Associate complies with the terms of the Agreement, Bitmaster shall pay Commissions to such Associate in accordance with the Compensation Plan.
6.2 – Adjustment to Bonuses and Commissions
6.2.1 – Adjustments for Cancelled Services
Partners receive Bonuses and Commissions based on the actual sales of Products and Services to end consumers. When Bitmaster issues a refund for cancelled Services, the Bonuses and Commissions attributable to the refunded services will be deducted, in the month in which the refund is given, and continuing every pay period thereafter until the Commission is recovered, from the Partners who received Bonuses and Commissions on the sales of the refunded services.
6.2.2 – Other Deductions
Bitmaster will deduct from all Bonus and Commissions a Commission processing fee depending on each bank used by the associate.
6.3 – Reports
All information provided by Bitmaster in downline activity reports, including but not limited to personal sales volume (or any part thereof), and downline sponsoring activity is believed to be accurate and reliable. Nevertheless, due to various factors including but not limited to the inherent possibility of human and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card payments; returned products; credit card and charge-backs; the information is not guaranteed by Bitmaster or any persons creating or transmitting the information.
ALL PERSONAL SALES VOLUME INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR BUT WITHOUT LIMITATION THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Bitmaster AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY DISTRIBUTOR OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND GROUP SALES VOLUME INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES, OR COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF Bitmaster OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, Bitmaster OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.
Access to and use of Bitmaster’s reporting services and your reliance upon such information is at your own risk. All such information is provided to you “as is”. If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to Bitmaster’ reporting services and your reliance upon the information.
SECTION 7 – SATISFACTION GUARANTEES, RETURNS AND INVENTORY REPURCHASE
7.1 – Satisfaction Guarantee
If any Independent Associate or Customer is unsatisfied with any Bitmaster Product Package purchased, Bitmaster offers a 100% (21) day money-back guarantee (unless otherwise required by law) from the date the service is activated. Please note that $108 – $324 - $648 USD one-time Independent Associate Cost, wire transfer fees and sales and service taxes are non-refundable. Returns of the purchase price constitute an Associate’s voluntary request to cancel. All refunds will be processed within 7 business days.
7.2 – Return of Sales Aids by Partners Upon Cancellation
Upon cancellation of an Associate’s Agreement, the Associate may return sales aids held in his or her inventory for a refund. Partners may only return sales aids that he or she personally purchased from Bitmaster (purchases from other Partners or third parties are not subject to refund) within 12 months prior to the date of cancellation so long as the materials are unopened and in Resalable condition. Upon receipt of Resalable sales aids, the Associate will be reimbursed 90% of the net cost of the original purchase price(s). Shipping charges incurred by an Associate when the sales aids were purchased will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account.
SECTION 8 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
8.1 – Disciplinary Sanctions
Violation of the Agreement, these Policies and Procedures, violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by an Associate that, in the sole discretion of the Company may damage its reputation or goodwill, may result, at Bitmaster’s discretion, in one or more of the following corrective measures:
・Issuance of a written warning or admonition;
・Requiring the Associate to take immediate corrective measures;
・Imposition of a fine, which may be withheld from Bonuses and Commissions;
・Loss of rights to one or more Bonus or Commission payments;
・Bitmaster may withhold from an Associate all or part of the Associate’s Bonuses and Commissions during the period that Bitmaster is investigating any conduct allegedly in violation of the Agreement. If an Associate’s business is canceled for disciplinary reasons, the Associate will not be entitled to recover any Commissions withheld during the investigation period;
・Suspension of the individual’s Associate Agreement for one or more pay periods;
・Involuntary termination of the offender’s Associate Agreement;
・Any other measure expressly allowed within any provision of the Agreement or which Bitmaster deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Associate’s policy violation or contractual breach;
・In situations deemed appropriate by Bitmaster, the Company may institute legal proceedings for monetary and/or equitable relief.
8.2 – Grievances and Complaints
When an Associate has a grievance or complaint with another Associate regarding any practice or conduct in relationship to their respective Bitmaster businesses, the complaining Associate should first report the problem to his or her Sponsor who should review the matter and try to resolve it with the other party’s upline sponsor. If the matter involves interpretation or violation of Company policy, it must be reported in writing to the Associate Services Department at the Company. The Associate Services Department will review the facts and attempt to resolve it.
8.3 – Arbitration
Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the Canadian 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. Partners waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in Vancouver British Columbia Canada. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel that the American Arbitration Panel provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.
Nothing in these Policies and Procedures shall prevent Bitmaster from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect Bitmaster’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
8.4 – Governing Law, Jurisdiction and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Vancouver British Colombia Canada. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Vancouver shall govern all other matters relating to or arising from the Agreement.
SECTION 9 – INACTIVITY, RECLASSIFICATION, AND CANCELLATION
9.1 – Effect of Cancellation
So long as an Associate remains active and complies with the terms of the Associate Agreement and these Policies and Procedures, Bitmaster shall pay Commissions to such Associate in accordance with the Compensation Plan. An Associate’s Bonuses and Commissions constitute the entire consideration for the Associate’s efforts in generating sales and all activities related to generating sales (including building a downline organization). Following an Associate’s non-renewal of his or her Associate Agreement, cancellation for inactivity, or voluntary or involuntary cancellation of his or her Associate Agreement (all of these methods are collectively referred to as “cancellation”), the former Associate shall have no right, title, claim or interest to the marketing organization which he or she operated, or any Commission or Bonus from the sales generated by the organization. An Associate whose business is cancelled will lose all rights as an Associate. This includes the right to sell Bitmaster Products and Services and the right to receive future Commissions, Bonuses, or other income resulting from the sales and other activities of the Associate’s former downline sales organization. In the event of cancellation, Partners agree to waive all rights they may have, including but not limited to property rights, to their former downline organization and to any Bonuses, Commissions or other remuneration derived from the sales and other activities of his or her former downline organization.
Following an Associate’s cancellation of his or her Associate Agreement, the former Associate shall not hold himself or herself out as a Bitmaster Associate and shall not have the right to sell Bitmaster Products or Services. An Associate whose Associate Agreement is canceled shall receive Commissions and Bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).
9.2 – Cancellation For Inactivity
If an Associate does not earn a Commission or Bonus for one year, his or her Associate Agreement will be cancelled for inactivity.
9.3 – Involuntary Cancellation
An Associate’s violation of any of the terms of the Agreement, including any amendments that may be made by Bitmaster in its sole discretion, may result in any of the sanctions listed in Section 8.1, including the involuntary cancellation of his or her Associate Agreement. Cancellation shall be effective on the date on which written notice is mailed, faxed, or delivered to an express courier, to the Associate’s last known address (or fax number), or to his/her attorney, or when the Associate receives actual notice of cancellation, whichever occurs first.
9.4 – Voluntary Cancellation
A participant in this network marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company via mail, fax, or Support@Bitmaster.ca. The written notice must include the Associate’s signature, printed name, address, and Associate I.D. Number. If an Associate is also subscriber to Bitmaster’s services, the Associate’s service agreement shall continue in force unless the Associate also specifically requests that the service agreement also be canceled.
9.5 – Non-renewal
An Associate may voluntarily cancel his or her Associate Agreement. Bitmaster may also elect not to renew an Associate’s Agreement upon its anniversary date.
9.6 – Customer Status Following Cancellation
If an Associate is also a Bitmaster service subscriber, and his or her Associate Agreement is cancelled for any reason, but he or she continues to purchase Bitmaster services, the former Associate will be classified as a retail customer.