Goldenmar Products LLC.
SECTION 1 - CODE OF ETHICS
Goldenmar,LLC (hereafter “Goldenmar” or the “Company”) has made a commitment to providethe finest direct sales experience backed by impeccable service to its Distributorsand customers. In turn, the Companyexpects Goldenmar Distributors to reflect that image in their relationshipswith customers and fellow Distributors.
As a GoldenmarDistributor you are expected to operate your business according to the higheststandards of integrity and fair practice in your role as a Goldenmar Distributor.Failure to comply with the Code of Ethics can result in your termination as a GoldenmarDistributor. The Code of Ethics,therefore, states:
As an Independent Distributor:
I will conduct my business in anhonest, ethical manner at all times.
I will make no representations aboutthe benefits Distributord with Goldenmar or Goldenmar products other than thosecontained in officially-approved corporate literature and videos.
I will provide support andencouragement to my customers to ensure that their experience with Goldenmar isa successful one.
I will motivate and actively work with Distributorin my downline organization to help them build their Goldenmar business. Iunderstand that that this support is critical to each Distributor’s successwith Goldenmar.
I will refrain from making incomeclaims, exaggerating my personal income or the income potential in general andwill stress to Distributor candidates the level of effort and commitmentrequired to succeed in the business.
I will not abuse the goodwill of myassociation with Goldenmar to further or promote other business interests(particularly those which may be competitive to Goldenmar) without the priorwritten consent of Goldenmar.
I will not make disparaging remarksabout other products, services, distributors, or companies; likewise, I will notwillfully denigrate the activities or personalities of fellow Goldenmar Distributors.
I will abide by all of the Policies andProcedures of Goldenmar as included herein, or as may be amended from time totime.
I will not make any payment(s) orpromise to pay any prospective or existing Distributor in return for such Distributor’senrollment, continued enrollment, or team building or recruiting activitieswith Goldenmar.
SECTION 2 - INTRODUCTION
2.1 - Policies and Compensation Plan Incorporated into Distributor Agreement
These Policies and Procedures, in their present form and as amended at the sole discretion of Goldenmar, are incorporated into, and form an integral part of, the Goldenmar Distributor Agreement. Through out these Policies, when the term “Agreement” is used, it collectively refers to the Goldenmar Distributor Application and Agreement Form, these Policies and Procedures and the Goldenmar Compensation Plan. These documents are incorporated by reference into the Goldenmar Distributor Agreement (all in their current form and as amended by Goldenmar).
2.2 - Purpose of Policies
Goldenmar is a direct sales company that markets products through Independent Distributors. Independent Distributors have the ability to receive commissions and bonuses by selling Goldenmar products (see Goldenmar Compensation Plan). It is important to understand that your success and the success of your fellow Distributors depends on the integrity of those who market our services. To clearly define the relationship that exists between Distributors and Goldenmar, and to explicitly set a standard for acceptable business conduct, Goldenmar has established the Agreement. Goldenmar Distributors are required to comply with all of the provisions set forth in the Agreement, which Goldenmar may amend at its sole discretion from time to time, as well as with all federal, state and local laws governing their Goldenmar 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 document 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 the Goldenmar corporate office.
2.3 - Changes to the Agreement
Because laws and the business environment periodically change, Goldenmar reserves the right to amend the Agreement,compensation plan and its prices at its sole and absolute discretion. By signing the Distributor Agreement, a Distributor agrees to abide by all amendments or modifications that Goldenmar elects to make. Amendments shall be effective 30 days after publication of notice of amendments in official Goldenmar materials. The Company shall provide or make available to all Distributors a complete copy of the amended provisions by one or more of the following methods: (a) posting on the Company’s official website; (b) electronic mail (email); (c) inclusion in Company periodicals; (d) inclusion with commissions or bonus checks; or (e) special mailings. The continuation of a Distributor’s Goldenmar business or a Distributor’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.
2.4 - Delays
Goldenmar 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, government decreesor orders, and acts of God.
2.5 - 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.
2.6 - 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 Goldenmar to exercise any right or power under the Agreement or to insist upon strict compliance by a Distributor 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 Goldenmar’s right to demand exact compliance with the Agreement. Waiver by Goldenmar can be affected only in writing by an authorized officer of the Company. Goldenmar’s waiver of any particular breach by a Distributor shall not affect or impair Goldenmar’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Distributor. Nor shall any delay or commission by Goldenmar to exercise any right arising from a breach affect or impair Goldenmar’s rights as to that or any subsequent breach. The existence of any claim or cause of action of a Distributor against Goldenmar shall not constitute a defense to Goldenmar’s enforcement of any term or provision of the Agreement.
SECTION 3 - BECOMING A DISTRIBUTOR
3.1 - Requirements to Become a Distributor
To become a Goldenmar Distributor, each applicant must:
3.1.1 -Be at least 18 years of age;
3.1.2 -Reside in the 50 United States or US Territories officially opened by the Company;
3.1.3 -Have a valid Social Security or Tax ID number;
3.1.4 - Submit an accepted Goldenmar Distributor Application and Agreement.
3.1.5 - [d1]
The Company reserves the right toreject any applications for a new Distributor or applications for renewal.
3.2 - Distributor Benefits
Once the Distributor Application and Agreement have been accepted by Goldenmar, the following benefits are available to the new Distributor.
SECTION 4 - OPERATING A GOLDENMAR BUSINESS
4.1 - Adherence to the Goldenmar Compensation Plan
Distributors must adhere to the terms of the Goldenmar Compensation Plan as set forth in official Goldenmar literature.
Distributors shall not offer the Goldenmar opportunity through, or in combination with, any other system, program or method of marketing other than that specifically set forth in official Goldenmar literature. Distributors shall not require or encourage other current or prospective customers or Distributors to participate in Goldenmar in any manner that varies from the program as set forth in official Goldenmar literature. Distributors shall not require or encourage other current or prospective customers or Distributors to execute any agreement or contract other than official Goldenmar agreements and contracts in order to become a Goldenmar Distributor. Similarly, Distributors shall not require or encourage other current or prospective customers or Distributors to make any purchase from, or payment to, any individual or other entity to participate in the Goldenmar Compensation Plan other than those purchases or payments identified as recommended or required in official Goldenmar literature.
4.2 - Bonus Buying Prohibited
Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes:
(a) the enrollment of individuals without their knowledge and agreement and/or without execution of a Distributor Application;
(b) the fraudulent enrollment of an individual as a Distributor;
(c) the enrollment or attempted enrollment of non-existent individuals as Distributors;
(d) the use of a credit card by or on behalf of a Distributor or customer when the Distributor or customer is not the account holder of such credit card;
(e) purchasing Goldenmar products on behalf of another Distributor, or under another Distributor’s ID number, to qualify for commissions or bonuses.
4.3 - Business Entities
A Partnership, LLC or Corporation may hold a Distributor business upon completion of the Distributor Application form, and providing on that form in the appropriate space, a Federal tax ID number. However,an individual may not participate in or have any beneficial interest in more than one (1) Distributor business of any kind. The person signing the application on behalf of a business entity must have the authority of said entity for entering into the transaction. In addition, by signing for as a business entity, you certify that no person with an interest of debt or equity in the business has had an interest in a Distributor business with Goldenmar within six (6) months of the date of signature.
4.4 - Changes to a Goldenmar Business
4.4.1 - General
Each Distributor must immediately notify Goldenmar of all changes to the information contained in his or her Distributor Application and Agreement. Distributors may modify their existing Distributor Agreement Form by submitting a written request and appropriate support ingdocumentation.
4.4.2 - Change of Sponsor
To protect the integrity of all marketing organizations and safeguard the hard work of all Distributors, Goldenmar does not allow changes in sponsorship for active Distributors. Maintaining the integrity of sponsorship is critical for the success of every Distributor and marketing organization. Accordingly, the transfer of a Goldenmar business from one sponsor to another is not permitted.
Exception - A request for a change in sponsor, due to Goldenmar error, will be accepted within 30 days of completion of the application.
4.4.3 - Cancellation and Re-application
A Distributor may legitimately change organizations by:
a) Voluntarily cancelling his or her Goldenmar Agreement and remaining inactive (i.e., no purchases of Goldenmar products; no sales of Goldenmar products; no sponsoring; no attendance at any Goldenmar functions, no participation in any other form of Distributor activity, and no operation of any other Goldenmar business) for 6 full calendar months.
Following the 6 calendar month period of inactivity, the former Distributor may reapply under a new sponsor. However the former Distributor will permanently lose any and all right to their former Distributor Downline organization. “Downline” shall mean the organization of Independent Distributors that enroll and are placed under any Independent Distributor.
4.5 - Unauthorized Claims and Actions
4.5.1 - Indemnification
An Distributor is fully responsible for all of his or her verbal and written statements made regarding Goldenmar products, services, and the Compensation Plan that are not expressly contained in official Goldenmar materials. Distributors agree to indemnify Goldenmar and Goldenmar’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 Goldenmar as a result of the Distributor’s unauthorized representations or actions. This provision shall survive the termination of the Distributor Agreement.
4.5.2 - Income Claims
In their enthusiasm to enroll prospective Distributors, some Distributors are occasionally tempted to make income claims or earnings representations to demonstrate the inherent power of network marketing. This is counterproductive because new Distributors may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved.
Moreover, the Federal Trade Commission and the 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 Distributors may believe it is beneficial to provide copies of checks, or to disclose their earnings or others, such approaches have legal consequences that can negatively impact Goldenmar as well as the Distributor making the claim unless appropriate disclosures required bylaw are also made contemporaneously with the income claim or earnings representation. Because Distributors do not have the data necessary to comply with the legal requirements for making income claims, a Distributor may NOT make income projections, income claims or disclose his or her Goldenmar income (including the showing of checks, copies of checks, bank statements or tax records).
4.6 - Conduct at Goldenmar Corporate Events
4.6.1 - No Selling or Recruiting at Goldenmar Events
Selling and recruiting at official Goldenmar corporate events is not permitted. These activities take away from the primary focus of the event, and can negatively reflect on the professional image of Goldenmar as a company. You may, however, offer a business card and/or catalog.
4.6.2 - No Selling or Recruiting for other Companies at Goldenmar Events
Goldenmar Distributors shall not sell any products or recruit for any business during Goldenmar events. This restriction most specifically applies to sales and recruitment efforts for anyother direct sales or marketing program, regardless of the product category,including those that do not compete with Goldenmar’s product line.
4.7 - Conflicts of Interest
4.7.1 - Competition Policy
Goldenmar Distributors are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”), with the exception of those products in the same generic category as Goldenmar products. Distributors may not display Goldenmar products with any other products or services in a fashion that might in any way confuse or mislead a prospective customer or Distributor into believing there is a relationship between the Goldenmar and non-Goldenmar products or services.
4.7.2 – Non-solicitation
During the term of this Agreement, Distributors may not recruit other Goldenmar Distributors or customers for any other network marketing business. Following the cancellation of this Agreement for any reason,and for a period of one year thereafter, a former Distributor may not recruit any Goldenmar Distributor or customer for another network marketing business,with the exception of a Distributor who is personally sponsored by the former Distributor.The Distributors and Company recognize that because network marketing is conducted through networks of independent contractors dispersed across the entire United States, 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, the Distributors and Company agree that this non-solicitation provision shall apply to all markets in which Goldenmar conducts business.
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 Goldenmar Distributor or customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity.
4.7.3- Downline Activity (Genealogy)Reports
Downline Activity Reports made available for Distributor access and viewing at Goldenmar’s official website,are considered confidential. Distributor 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 Goldenmar. Downline Activity Reports are provided to Distributors in the strictest of confidence and are made available to Distributors for the sole purpose of assisting Distributors in working with their respective Downline Organizations in the development of their Goldenmar business. Distributors should use their Downline Activity Reports to assist, motivate and train their Downline Distributors. The Distributor and Goldenmar agree that, but for this agreement of confidentiality and nondisclosure, Goldenmar would not provide Downline Activity Reports to the Distributor.A Distributor 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 disclosethe password or other access code to his or her Downline Activity Report;
• Use the information to compete with Goldenmar or for any purpose other than promoting his or her Goldenmar business;
• Recruit or solicit any Distributor or Customer of Goldenmar listed on any report or in any manner attempt to influence or induce any Distributor or customer of Goldenmar to alter their business relationship with Goldenmar;
• 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 Distributor will return the original and all copies of Downline Activity Reports to the Company.
4.8 - Cross-Sponsoring
Actual or attempted cross-sponsoring is strictly prohibited. “Cross-sponsoring” is defined as the enrollment of an individual or entity that already has a current Customer or Distributor Agreement on file with Goldenmar, or who has had such an agreement within the preceding 6 calendar months, within a different line of sponsorship. The use of a spouse or relative’s name, a straw man, trade names, assumed names or fictitious ID numbers to circumvent this policy is prohibited. Distributors shall not demean, discredit or defame other Goldenmar Distributors in an attempt to entice another Distributor to become part of the first Distributor’s marketing organization. If a prohibited organization transfer occurs, Goldenmarshall take disciplinary action against the Distributor(s) who engaged,acquiesced and/or knowingly participated in the improper cross-sponsoring.However, it shall be entirely within Goldenmar’s discretion where in the genealogical structure, the cross-sponsored organization in question shall be placed or otherwise distributed.
Because equities often exist in favor of both Upline organizations, DISTRIBUTORS WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY FOR ITS DECISION REGARDING THE FINAL DISPOSITION OR PLACEMENT OF THE CROSS SPONSORED ORGANIZATION. “Upline” shall mean the organization of Independent Distributors enrolled and placed above any Independent Distributor.
4.9 - Errors or Questions
If a Distributor has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the Distributor must notify the Distributor Support Department at Goldenmar’s headquarters at 2604 B El Camino Real Carlsbad, CA 92008, [d3] in writing, within 15 days of the date of the purported error or incident in question. Goldenmar will not be responsible for any errors, omissions or problems not reported to the Company within 15 days.
4.11 - Governmental Approval or Endorsement
Neither federal nor state regulatory agencies or officials approve or endorse any direct selling program. Therefore,Distributors shall not represent or imply that Goldenmar or its Compensation Plan have been “approved,” “endorsed” or otherwise sanctioned by any government agency.
4.12 - Holding Applications or Enrollments
Distributors must not manipulate enrollments of new Distributors or customer orders. All Distributor Applications and Agreements must be sent within 72 hours from the time they are signed by a Distributor.
4.13 - Identification
All Distributors are required to provide their Social Security Number or Federal Tax Identification Number to Goldenmar on the Distributor Application and Agreement.
Upon enrollment, the Company will provide a unique Distributor Identification Number to the Distributor by which he or she will be identified. This number will be used to place orders and track commissions and bonuses.
4.14 - Income Taxes
Each Distributor is responsible for paying local, state and federal taxes on any income generated as a Distributor.Every year, Goldenmar will provide IRS Form 1099 (non-employee compensation)earnings statement to each U.S. resident who (a) had earnings of over $600 in the previous calendar year or (b) made purchases during the previous calendar year in excess of $5,000 wholesale.
4.15 - Independent Contractor Status
Distributors are independent contractors and are not purchasers of a franchise or a business opportunity.The agreement between Goldenmar and its Distributors does not create an employer/employee relationship, agency, partnership or joint venture between the Company and the Distributor. Distributors shall not be treated as an employee for his or her services or for federal or state tax purposes. All Distributors are responsible for paying local, state and federal taxes due from all compensation earned as a Distributor of the Company. The Distributor has no authority (expressed or implied) to bind the Company to any obligation. Each Distributor shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Distributor Agreement Form, and these Policies and Procedures, and applicable laws.
The name of Goldenmar and other names as may be adopted by Goldenmar are proprietary trade names, trade marks and service marks of Goldenmar. As such, these marks are of great value to Goldenmar and are supplied to Distributors for their use only in an expressly authorized manner. Use of the Goldenmar name on any item not produced by the Company is prohibited except as follows:
Independent Goldenmar Distributor
All Distributors may list them selvesas an “Independent Goldenmar Distributor” in the residential telephone directory (“white pages”) under their own name. Distributors may not place telephone directory display ads in the classified directory (“Yellow Pages”)using Goldenmar’s name or logo.
Distributors may not answer the telephone by saying “Goldenmar” or in any other manner that would lead the caller to believe that he or she has reached the corporate offices of Goldenmar.
Advertising is not limited to print media; it also includes internet advertising and other forms of advertising. It is prohibited for a Distributor to use an internet or email address that utilizes the trade name Goldenmar, or includes Goldenmarin a portion of the address. It is also prohibited for a Distributor to use any website materials on a website that references or relates to Goldenmar that is not authorized in writing by Goldenmar. It is also prohibited for a Distributor to place links to unauthorized websites or webpages onto a website or webpage that has been authorized by Goldenmar.
4.16 - Insurance
4.16.1 - Business Pursuits Coverage
You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy may not cover business related injuries or the theft of or damage to your business. Contact your insurance agent to make sure that your business property is protected.
4.17 - International Marketing
Because of critical legal and tax considerations, Goldenmar must limit the marketing and enrollment of Goldenmar services and the presentation of the Goldenmar business to prospective customers and Distributors located within the 50 United States of America and any other jurisdiction officially opened by Goldenmar. Distributors are only authorized to do business in the countries in which Goldenmar has announced are open for business in official Company literature.
4.18 - Laws and Ordinances
Distributors shall comply with all federal, state and local laws and regulations in the conduct of their businesses. Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to Distributors because of the nature of their business. However, Distributors must obey those laws that do apply to them. If a city or county official tells a Distributor that an ordinance applies to him or her, the Distributor shall comply with the law.
4.19 - Minors
Distributors shall not enroll or recruit individuals under the age of 18 into the Goldenmar program.
4.20 - Actions of Household Members or Affiliated Individuals.
If any member of a Distributor’s household, family, or other affiliated individual engages in any activity that,if performed by the Distributor, would violate any provision of the Agreement,such activity will be deemed a violation by the Distributor and Goldenmar may take disciplinary action pursuant to the Statement of Policies against the Distributor.
4.21 - One Goldenmar Business Per Distributor and Household Restrictions
A Distributor may operate or have an ownership interest in only one Goldenmar business. No individual may have,operate or receive compensation from more than one Goldenmar business.Individuals of the same family unit may enter into or have an interest in more than one Goldenmar Business provided a family member acts as the direct sponsor of the other. A “family unit” is defined as spouses, domestic partners and dependent children living at or doing business at the same address.
An exception to the one-business-per-Distributor rule will be considered on a case-by-case basis iftwo Distributors marry. Requests for exceptions to this policy must be submitted in writing to the Compliance Department.
4.22 – Seventy Percent (70%) Rule
Goldenmar will strictly adhere to the policy that prior to honoring an order for product by a Distributor, the Distributor must certify that he/she has sold at retail at least 70% of all prior inventory purchased. A Distributor will be allowed to purchase a reasonable amount of product for personal use.
The Company will monitor compliance with this rule, and any fraudulent information supplied by the Distributor will be grounds for termination. For this reason it is important that the Distributor keep accurate sales records.
It is Company policy to strictly prohibit the purchase of products in unreasonable amounts solely for the purpose of qualifying for commissions or advancement within the Compensation Plan. All such forms of front loading or stockpiling are strictly prohibited.
4.23 - Requests for Records
Any request from a Distributor for copies of invoices, agreements, Downline activity reports or other records/reports will require a fee of $1.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.
4.24 - Sale, Transfer or Assignment of Goldenmar Business
4.24.1 – Although an Goldenmar business is a privately owned, independently operated business, the sale,transfer or assignment of an Goldenmar business, and the sale, transfer or assignment of an interest in a Business Entity that owns or operates a Goldenmar Distributor business, is subject to certain limitations. If a Distributor wishes to sell his or her Goldenmar business, or interest in a Business Entity that owns or operates a Goldenmar business, the following criteria must be met:
The selling Distributor must be qualified at the Director level or higher,
The selling Distributor must offer Goldenmar the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer. Goldenmar shall have fifteen (15) days from the date of receipt of the written offer from the seller to exercise its right of first refusal.
The buyer or transferee must become a qualified Distributor. If the buyer is an active Goldenmar Distributor,he or she must first terminate his or her Goldenmar business and wait six (6)calendar months before acquiring any interest in a different Goldenmar business;
Be forethe sale, transfer or assignment can be finalized and approved by Goldenmar,any debt obligations the selling party has with Goldenmar must be satisfied.
Theselling party 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 Goldenmar Distributor business.
Prior to selling a Business Entity interest, the selling party must notify Goldenmar’s Compliance Department in writing and advise of his or her intent to sell Goldenmar’s business or Business Entity interest. The selling party must also receive written approval from the Compliance Department before proceeding with the sale.
4.25 - Separation of a Goldenmar Distributor Business
In the event of a dissolution of marriage of a Goldenmar Distributor, and a spouse, arrangements must be made to assure that any division of the business assets 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 Distributors and the Company, Goldenmar may be forced to involuntarily terminate the Distributor Agreement.
4.25.1 - During the pendency of a divorce or dissolution, the Company shall treat the business according to the status quo as existed prior to the filing of the divorce or dissolution.
Under no circumstances will the Downline Organization of divorcing spouses be divided. Similarly, under no circumstances will Goldenmar split commission and bonus checks between divorcing spouses. Goldenmar will recognize only one Downline Organization and will issue only one commission check per Goldenmar business per commission cycle. Commission checks shall always be issued to the individual whose name appears on the Distributor Agreement.
4.26 - Sponsoring
All active Distributors in good standing have the right to sponsor and enroll others into Goldenmar. Each prospective Distributor has the ultimate right to choose his or her own sponsor. If two Distributors claim to be the sponsor of the same new Distributor,the Company shall regard the first application received by the Company as controlling.
4.27 - Stacking
“Stacking” is strictly prohibited.The term “stacking” includes: (a) violating the one-business-per-household ruleand/or (b) enrolling fictitious individuals or entities into the Goldenmar Compensation Plan, in an attempt to manipulate the Compensation Plan.
4.28 - Telemarketing
The Federal Trade Commission and the Federal Communications Commission 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. While you may not consider yourself a “telemarketer” in the traditional sense of the word, these regulations broadly define the term “telemarketer” and“telemarketing” so that your inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause you to violate the law. Moreover, these regulations must not be taken lightly,as they carry significant penalties (up to $11,000.00 per violation).
Therefore, Distributors must not engage in telemarketing relative to the operation of their Goldenmar businesses. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a Goldenmar product or service, or to recruit them for the Goldenmar opportunity. “Cold calls” made to prospective customers or Distributors that promote either Goldenmar’sproducts or services or the Goldenmar opportunity constitute telemarketing and are prohibited. However, a telephone call(s) placed to a prospective customer or Distributor (a “prospect”) is permissible under the following situations:
• If the Distributor has an established business relationship with the prospect. An “established business relationship” is a relationship between a Distributor and a prospect based on the prospect’s purchase, rental or lease of goods or services from the Distributor,or a financial transaction between the prospect and the Distributor, within the18 months immediately preceding the date of a telephone call to induce the prospect’s purchase of a product or service.
• The prospect’s personal inquiry or application regarding a product or service offered by the Distributor within the 3 months immediately preceding the date of such a call.
• If the Distributor receives written and signed permission from the prospect authorizing the Distributor to call. The authorization must specify the telephone number(s) that the Distributor is authorized to call.
• You may call family members,personal friends and acquaintances. An “acquaintance” is someone with whom you have at least a recent first-hand relationship (i.e., you have recently personally met him or her). Bear in mind, however, that if you make a habit of“card collecting” with everyone you meet and subsequently calling them, the FTC may consider this a form of telemarketing that is not subject to this exemption. Thus, if you engage in calling “acquaintances,” you must make such calls on an occasional basis only and not make this a routine practice.
In addition, Distributors shall not use automatic telephone dialing systems relative to the operation of their Goldenmar businesses. The term “automatic telephone dialing system” means equipment which has the capacity to (a) store or produce telephone numbers to be called using a random or sequential number generator and (b) to dial such numbers.
SECTION 5 - RESPONSIBILITIES OF DISTRIBUTORS
5.1 - Corprate office 2604 B El Camino Real Carlsbad, CA. 92008
To ensure timely delivery ofproducts, support materials and commission checks, it is critically important that Goldenmar's files are current. Distributors planning to move should email Goldenmar corporate office, at their new address and telephone numbers. To guarantee proper delivery,two-weeks advance notice to Goldenmar is recommended on all changes.
5.2 - Continuing Development Obligations
5.2.1 - Ongoing Training
Any Distributor who sponsors another Distributor into Goldenmar must perform a bona fide assistance and training function to ensure that his or her Downline is properly operating his or her Goldenmar business. Distributors must have ongoing contact and communication with the Distributors 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 Distributors to Goldenmar meetings, training sessions, and other functions. Upline Distributors are also responsible to motivate and train new Distributors in Goldenmar productknowledge, effective sales techniques, the Goldenmar Compensation Plan andcompliance with Company Policies and Procedures. Communication with and thetraining of Downline Distributors must not, however, violate Section 4.2(regarding the development of Distributor-produced sales aids and promotionalmaterials). Distributors cannot charge for training.
Upon request, every Distributorshould be able to provide documented evidence to Goldenmar of his or herongoing fulfillment of the responsibilities of a sponsor.
5.2.2 - Increased TrainingResponsibilities
As Distributors progress through thevarious levels of leadership, they will become more experienced in salestechniques, product knowledge and understanding of the Goldenmar program. Theywill be called upon to share this knowledge with lesser-experienced Distributorswithin their organization.
5.2.3 - Ongoing SalesResponsibilities
Regardless of their level ofachievement, Distributors have an ongoing obligation to continue to personallypromote sales through the generation of new customers or merchants and throughservicing their existing customers or merchants.
5.3 – Non-disparagement
Goldenmar wants to provide its Distributorswith the best products, compensation plan and service in the industry.Accordingly, we value your constructive criticisms and comments. All suchcomments should be submitted in writing to the Goldenmar corporate offices.While Goldenmar welcomes constructive input, negative comments and remarks madein the field by Distributors about the Company, its products or CompensationPlan serve no purpose other than to sour the enthusiasm of other Goldenmar Distributors.For this reason, and to set the proper example for their Downline, Distributorsmust not disparage, demean or make negative remarks about Goldenmar, other GoldenmarDistributors, Goldenmar’s services, the Compensation Plan or Goldenmar’sdirectors, officers or employees.
5.4 - Providing Documentation toApplicants
Distributors must provide the mostcurrent version of the Policies and Procedures and the Compensation Plan toindividuals whom they are sponsoring to become Distributors before theapplicant signs an Distributor Agreement. Additional copies of Policies andProcedures can be found on the Goldenmar website atmannasourceinternational.com, or in your business center under the formssection.
5.5 - Reporting Policy Violations
Distributors observing a policyviolation by another Distributor should submit a written report of theviolation directly to the attention of the Goldenmar Compliance Department.Details of the incident(s), such as dates, number of occurrences, personsinvolved and any supporting documentation, should be included in the report.
SECTION 6 - SALES REQUIREMENTS
6.1 - Product Sales
The Goldenmar Compensation Plan isbased upon the sale of Goldenmar services to end user consumers. Distributorsmust fulfill personal and Downline organization sales requirements (as well asmeet other responsibilities set forth in the Agreement) to be eligible forbonuses, commissions and advancement to higher levels of achievement.
6.2 -Sales of Goldenmar productsthrough on-line auction sites, such as Ebay, are prohibited, without theexpressed written consent of Goldenmar.
6.3 - Territory Restrictions
There are no exclusive territoriesgranted to anyone. No franchise fees are required.
SECTION 7 - BONUSES AND COMMISSIONS
7.1 - Bonus and CommissionQualifications
A Distributor must be active and incompliance with the Agreement and these policies to qualify for bonuses andcommissions. So long as a Distributor complies with the terms of the Agreementand these policies, Goldenmar shall pay commissions to such Distributor inaccordance with the Compensation Plan. The minimum amount for which Goldenmarwill issue a commission payment is $25.00. If a Distributor’s bonuses andcommissions do not equal or exceed $25.00, the Company will accrue thecommissions and bonuses until they total $25.00. Commissions will be issuedonce $25.00 has been accrued via check, paycard or direct deposit.
7.2 - Commission Payments andPromotions
7.2.1 - Payments, Calculations, andBonuses
Commissions will be mailed out inaccordance with the Compensation Plan. Commissions will be calculated accordingto the level for which a Distributor actually satisfied all of the requirementsaccording to the Compensation Plan rather than the highest rank or titleachieved. Commission reports will be provided to Distributors on-line, via webaccess.
7.2.2 - Promotions
Promotions are determined based onbusiness organization and sales activity for each applicable period.
7.3 - Adjustment to Bonuses andCommissions
7.3.1 - Adjustments for ReturnedProducts
Distributors receive bonuses andcommissions based on the actual enrollment for services to merchants. When a serviceis cancelled and refund is authorized by the Company, the bonuses andcommissions attributable to the refunded service(s) will be deducted in themonth in which the refund is given, and continuing every pay period thereafteruntil the commission is recovered from the Distributors who received bonusesand commissions on the sales of the refunded service(s).
7.4 - Unclaimed Commissions andCredits
7.4.1 - Distributors must deposit orcash commission and bonus checks within six months from their date of issuance.A check that remains uncashed after six months will be void. There shall be a$25.00 charge for reissuing a check. These charges shall be deducted from thebalance owed to the Distributor.
7.5 - Reports
All information provided by Goldenmarin online or telephonic Downline Activity Reports, including but not limited topersonal and group sales volume (or any part thereof), and Downline sponsoringactivity is believed to be accurate and reliable. Nevertheless, due to variousfactors, including the inherent possibility of human and mechanical error; theaccuracy, completeness and timeliness of orders; denial of credit card andelectronic check payments; returned products; and credit card and electroniccheck charge-backs, the information is not guaranteed by Goldenmar or anypersons creating or transmitting the information. All personal and group salesvolume information is provided “as is” without warranties, expressed orimplied, or representations of any kind whatsoever. In particular, but withoutlimitation, there shall be no warranties of merchantability, fitness for aparticular use or non-infringement.
To the fullest extent permissibleunder applicable law, Goldenmar and/or other persons creating or transmittingthe information will in no event be liable to any Distributor or anyone elsefor any direct, indirect, consequential, incidental, special or punitivedamages that arise out of the use of or access to personal and group salesvolume information (including but not limited to lost profits, bonuses, orcommissions, loss of opportunity and damages that may result from inaccuracy,incompleteness, inconvenience, delay or loss of the use of the information),even if Goldenmar or other persons creating or transmitting the informationshall have been advised of the possibility of such damages. To the fullestextent permitted by law, Goldenmar or other persons creating or transmittingthe information shall have no responsibility or liability to you or anyone elseunder any tort, contract, negligence, strict liability, products liability orother theory with respect to any subject matter of this agreement or terms andconditions related thereto.
Access to and use of Goldenmar’sonline reporting services and your reliance upon such information is at yourown risk. All such information is provided to you “as is.” If you aredissatisfied with the accuracy or quality of the information, your sole andexclusive remedy is to discontinue use of and access to Goldenmar’s onlinereporting services and your reliance upon the information.
SECTION 8 - RETURNS AND SALES AIDSREPURCHASE
8.1 - Retail Sales
Personal service and retail sales to the customer andmerchant are the foundation of Goldenmar. The entire commission structure is based upon volume of retail salesreferred by the individual Distributor as well as their entire organization.
Requests by a Goldenmar Distributorto return their sales aids for a refund will be treated as a request tovoluntarily cancel that Distributor business. A Distributor has up to one yearto return sales aids from the date of purchase. At a minimum the returned salesaids purchased must be in new and resalable condition.
Upon receipt of the sales aids, the Distributorwill be reimbursed 90% of the cost of the original purchase price(s), not toinclude shipping and handling charges. If the purchases were made through acredit card, the refund will be credited back to the same account.
• Distributor must inform the companyof intent to exercise the sales aid buy-back option within 10 business days ofresignation notice.
• All products to be returned forrefund under this provision must be approved in advance of shipment to Goldenmar,by calling the Customer Services Department.
• Distributor will be asked tosubmit invoices detailing the sales aid items to be returned.
• Upon approval from the company,returns may be sent to the company’s headquarters and must be accompanied by aninvoice copy for each item.
8.3 - Montana Residents
A Montana resident may cancel his orher Distributor Agreement within 15 days from the date of enrollment and may receivea full refund within such time period for good and resalable sales aids ortrainings that have not been attended.
SECTION 9 - DISPUTE RESOLUTION ANDDISCIPLINARY PROCEEDINGS
9.1 - Disciplinary Sanctions
Violation of the Agreement, thesePolicies and Procedures or any illegal, fraudulent, deceptive or unethicalbusiness conduct by a Distributor may result, at Goldenmar’s discretion, in oneor more of the following corrective measures:
• Issuance of a written warning oradmonition;
• Requiring the Distributor to takeimmediate corrective measures;
• Imposition of a fine, which may bewithheld from bonus and commission checks;
• Loss of rights to one or morebonus and commission checks;
• The withholding from a Distributorof all or part of the Distributor’s bonuses and commissions during the periodthat Goldenmar is investigating any conduct allegedly in violation of theAgreement. If a Distributor’s business is canceled for disciplinary reasons,the Distributor will not be entitled to recover any commissions withheld duringthe investigation period;
• Suspension of the individual’s DistributorAgreement for one or more pay periods;
• Involuntary termination of the offender’sDistributor Agreement;
• Any other measure expresslyallowed within any provision of the Agreement or that Goldenmar deemspracticable to implement and appropriate to equitably resolve injuries causedpartially or exclusively by the Distributor’s policy violation or contractualbreach; or
• In situations deemed appropriateby Goldenmar, the Company may institute legal proceedings for monetary and/orequitable relief.
9.2 - Grievances and Complaints
When a Distributor has a grievanceor complaint with another Distributor regarding any practice or conduct inrelationship to their respective Goldenmar businesses, the complaining Distributorshould first report the problem to his or her sponsor, who should review thematter and try to resolve it with the other party’s Upline sponsor. If thematter cannot be resolved, it must be reported in writing to the Company. TheCompany will review the facts and determine if a policy violation has occurredand take appropriate action.
9.3 - Arbitration
Any controversy or claim arising outof or relating to the Agreement, or the breach thereof, shall be settled byarbitration administered by the American Arbitration Association or otherrecognized arbitration service, under its Commercial Arbitration Rules, andjudgment on the award rendered by the arbitrator may be entered in any courthaving jurisdiction thereof. Distributors waive all rights to trial by jury orto any court. All arbitration proceedings shall be held in the County of unless the laws of the state in which a Distributor resides expressly requirethe application of its laws, in which case the arbitration shall be held in thecapital of that state. All parties shall be entitled to all discovery rightspursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator,an attorney at law, who shall have expertise in business law transactions, witha strong preference being an attorney knowledgeable in the direct sellingindustry, selected from the panel that the American Arbitration Panel provides.The prevailing party shall be entitled to receive from the losing party, OReach party to the arbitration shall be responsible for its own, costs andexpenses of arbitration, including legal and filing fees. The decision of thearbitrator shall be final and binding on the parties and may, if necessary, bereduced to a judgment in any court of competent jurisdiction. This agreement toarbitration shall survive any termination or expiration of the Agreement. ,
Nothing in these Policies andProcedures shall prevent Goldenmar from applying to and obtaining from anycourt having jurisdiction a writ of attachment, a temporary injunction,preliminary injunction, permanent injunction or other relief available tosafeguard and protect Goldenmar’s interest prior to, during or following thefiling of any arbitration or other proceeding or pending the rendition of adecision or award in connection with any arbitration or other proceeding.
9.4 - County San Diego
Jurisdiction and venue of any matternot subject to arbitration shall reside in San Diego County, State of California.. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of California shall govern all other matters relating to or arisingfrom the Agreement.
9.4.1 - Louisiana Residents:Notwithstanding the foregoing, Louisiana residents may bring an action againstthe Company with jurisdiction and venue as provided by Louisiana law.