OURTAC, LLC MEMBERSHIP AGREEMENT

OURTAC, LLC MEMBERSHIP AGREEMENT

OurTAC, LLC ("We," "Us" or "OurTAC") owns and operates www.OurTAC.com (including OurTAC Mobile) (collectively, “Our” or this "Site"), through which We provide a software license, available on a monthly recurring basis, to access various software tools within the OurTAC Member & Vendor Portal (the “Portal”) for those entrepreneurial individuals who wish to sell a variety of Consumer and/or Business oriented products for direct compensation for individual sales and bonus compensation for qualified team sales (the “Program”).
PLEASE READ THE TERMS AND CONDITIONS (“TERMS”) OF THIS MEMBERSHIP AGREEMENT CAREFULLY BEFORE REGISTERING FOR OUR SERVICE, INCLUDING THE SECTIONS RELATING TO TERMINATION, ARBITRATION AND CLASS ACTION WAIVER.
IF YOU DO NOT AGREE WITH THE TERMS, OUR PRIVACY POLICY OR ANY OTHER PORTION OR ASPECT OF THE OURTAC MODEL, DO NOT ATTEMPT TO REGISTER, ACCESS OR OTHERWISE USE THE SITE OR ANY INFORMATION CONTAINED HEREIN.
WE RESERVE THE RIGHT, AT OUR DISCRETION, TO MODIFY THESE TERMS AT ANY TIME. ANY UPDATED VERSION SUPERSEDES AND REPLACES ANY PRIOR VERSIONS UPON POSTING OF CHANGES AS VIEWED AT EACH LOGIN TO THE PORTAL. ANY PRIOR VERSION IS OF NO FURTHER FORCE AND EFFECT UNLESS WE SPECIFICALLY STATE OTHERWISE. WE WILL INDICATE THE LAST UPDATE DATE AT THE END OF THESE TERMS. YOU AGREE TO NOTE THAT LAST UPDATE DATE OF THE REVISION YOU READ AND AGREE TO AND TO PERIODICALLY CHECK THESE TERMS FOR CHANGES. IF THE LAST UPDATE DATE HAS BEEN CHANGED, THEN YOU WILL KNOW WE HAVE MADE CHANGES TO THESE TERMS AND THAT YOU MUST REVIEW THE TERMS TO DETERMINE HOW YOUR RIGHTS AND RESPONSIBILITIES UNDER THE TERMS HAVE CHANGED.
YOUR CONTINUED USE OF THIS SITE FOLLOWING THE POSTING OF CHANGES TO THESE TERMS WILL MEAN YOU ACCEPT THOSE CHANGES. YOU ALSO WILL BE REQUIRED TO AFFIRMATIVELY AGREE TO THE TERMS AND ANY MATERIAL MODIFICATIONS TO THE TERMS. YOU CANNOT USE THIS SITE OR OUR SERVICE IF YOU ARE NOT AT LEAST 18 YEARS OF AGE AND THE AGE OF MAJORITY AND LEGAL CONSENT IN THE JURISDICTION IN WHICH YOU LIVE OR RESIDE AND HAVE THE LEGAL CAPACITY TO ENTER INTO THESE TERMS.
This legal agreement is made between you and Us. By becoming a paid subscriber to and accessing the Service, you accept these Terms and agree to be bound by the terms, conditions and notices contained or referenced herein. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
Information and services that may be provided on this Site and Program in a language other than English are only provided as a convenience when available. All services provided, all obligations of OurTAC and all communication between the parties with respect to this Agreement will be done in the English language. Web pages which are translated from English to other languages may contain errors/omissions. If for any reason the translated text is incorrect, or misleading, the English text shall be deemed as the official version.
1. USER CONDUCT
With your participation in the Program, you agree to act responsibly in a manner demonstrating the exercise of good judgment. For example and without limitation, you agree not to:
a. violate any applicable law or regulation;
b. infringe the rights of any OurTAC Vendor and/or other third party, including, without limitation, intellectual property, privacy, publicity or contractual rights;
c. use the information available through our Service for any unauthorized or unlawful purpose;
d. interfere with or damage our Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology, including methods that in any way reproduces or circumvents the navigational structure or presentation of the Service or its contents;
e. use our Service to transmit, distribute, post or submit any information concerning any OurTAC Member or other person or entity, including, without limitation, photographs of others, personal contact information or credit, debit, calling card or account numbers;
f. use our Service to obtain the personal contact information of another Member without the express written consent of OurTAC as well as the Member’s prior consent;
g. use our Service in connection with the distribution of unsolicited commercial email ("Spam") or advertisements,
h. "stalk" or harass any other user of our Service;
i. collect or store any information about any other user other than in the course of the permitted use of our Service,
j. use our Service for any conflicting or competitive commercial purpose whatsoever, including, without limitation, advertising or marketing any services or products not directly provided through OurTAC and its Vendors;
k. impersonate any person or entity;
l. remove any copyright, trademark or other proprietary right notices contained in the Service;
m. infringe on the intellectual property rights of OurTAC, the Service, our Vendors and/or any third parties in any manner;
n. modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or our Site or any software used on or for the Service;
o. post, upload or transmit false, misleading or illegal information or content to the Service;
p. make false statements, attempt or use personal, financial or other information that you are not authorized to use;
q. collect or store personal data about other users or members, with or without their consent, or upload, post, email or transmit any other user’s or member’s private information or data;
r. provide hyperlinks, URL links, graphic links or other direct connection to our Site or the Service for profit or gain; or
s. assist any third party in doing any of the foregoing.
2. YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICE
A. Your Responsibilities
You agree to electronically receive and save confirmation of having successfully completed registration into the Program before attempting to sell a product offered through the Member Portal, or attempting to recruit and register new team Member.
You agree to complete all of the collective modules of New Member Training, as clearly marked within the “Training” section of the Portal, before attempting to sell a product or recruit a new team
Member. New Member Training modules include, but are not necessarily limited to: A Review of the Terms of the OurTAC Membership Agreement (the “Terms”); Understanding the OurTAC Compensation Model (the “Plan”); Understanding the OurTAC Genealogy Model (the “Model”); and Understanding the OurTAC Rules of Conduct (the “Rules”).
To facilitate your advancement within the Model to the highest level(s) and to assure your success in effectively recruiting other Members, you understand and agree that it is your sole responsibility to become a Subject Matter Expert (“SME”) on the collective modules of New Member Training. As such you agree that it is your ongoing responsibility to review and maintain a clear understanding of any changes, updates or amendments to the Terms; the Plan; the Model; and the Rules.
You agree and acknowledge that all notices and announcements from OurTAC, including but not limited to: Advancement in Title; Monthly Commission Reports; Conflict Resolution; Product & Certification Updates; Sales Contests, New Vendor and/or Product Announcements; Upcoming Events; Spotlight of Success; etc. will be sent electronically to the personal Email address provided by you at the time of your registration into the Program. You agree that it is your sole responsibility to update any changes to your personal information after registration.
You agree that you are solely responsible for maintaining all product certification and training updates as required and provided by contracted Vendors, Distributors and Manufacturers (“Vendors”) upon receipt of notice from OurTAC to the personal Email address provided by you at the time of your registration into the Program.
You are encouraged, but not required, to attend periodic local training and Member meetings that will take place in your local and/or regional marketplace. You are encouraged, but not required, to attend regular conference calls offered by OurTAC management to promote Product Knowledge, Sales Effectiveness and Team Builder training.
YOU AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO FORWARD SPECIFIC REQUESTS FOR DETAIL AND CLARITY REGARDING ANY AND ALL QUESTIONS YOU HAVE REGARDING ANY MEMBER TRAINING, PRODUCT CERTIFICATIONS OR ANY OTHER QUESTIONS TO OURTAC AT: membersupport@OurTAC.com.
YOU AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO FOLLOW-UP WITH AN AUTHORIZED OURTAC CORPORATE REPRESENTATIVE TO CLARIFY, QUANTIFY AND/OR QUALIFY ANY AND ALL QUESTIONS OR CONCERNS THAT MAY ARISE REGARDING YOUR UNDERSTANDING OF ANY LANGUAGE, TERM AND/OR PORTION OF ANY OURTAC POLICY, PLAN, RULES, PROCESSES AND/OR REQUIRED DOCUMENTATION.
B. Our Limitations
You agree that we will not be responsible for any damage or harm resulting from your use of the Service or your interactions with other users of the Service. OurTAC complies with all applicable Federal and State Laws as well as the rules and guidelines required by our Vendors to maintain Licensing Agreements to sell their products.
OURTAC PAYS OUT 100% OF ALL REVENUE DERIVED FROM THE SALE OF PRODUCTS FROM OUR LICENSED VENDORS. BY ACCEPTING THE TERMS OF THIS AGREEMENT YOU ACKNOWLEDGE AND UNDERSTAND THAT OURTAC MEMBERS ARE NOT REQUIRED TO PURCHASE ANY PRODUCTS FOR RESALE.
OurTAC provides various business tools for “Upline”, “Downline” and “Team” communications. While we do make concerted efforts to screen users, you understand and acknowledge that OurTAC does
not pre-approve any of our Members nor do we in any way inquire into the backgrounds of the users of the Service or attempt to verify their statements. We make no representations or warranties as to the conduct of our Members. OURTAC DOES NOT PERFORM CRIMINAL OR ANY OTHER FORM OF BACKGROUND CHECKS ON OUR USERS OR MEMBERS.
We reserve the right, but have no obligation, to monitor all interactions between you and other users of our Service and to take any action in good faith to restrict access to or the availability of any material that we or another user of our Service may consider to be illegal, obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable. Email and/or chat messages sent between you and other users of the Service that are not readily accessible to the general public may be reviewed by us for compliance with these Terms, but will be treated by us as private to the extent required by applicable law. In no event shall we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, punitive, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Service, including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other users of the Service or persons you meet through the Service.
OurTAC is not responsible for, and cannot control, the use by others of any information which you provide to them and you should use caution in selecting the personal information you provide to others through the Service. We cannot and do not assume any responsibility for the content of messages sent by other users of the Service. You agree that we are not responsible for the accuracy of information communicated to you by others regarding the Service. You release us from any and all liability in connection with the Service and the contents of any communications you may receive from other users. We reserve the right to investigate and take appropriate legal action in our sole discretion against anyone who violates these Terms, including without limitation, removing the offending Member from the Service, terminating the violator's access to the Site and contacting and disclosing information to the relevant authorities and pursuant to legal process; however, you agree that we are under no obligation to do so.
C. User Disputes
We reserve the right, but have no obligation, to monitor disputes between you and other users. You agree to release us, our Vendors, subsidiaries and any affiliated entities as well as ours and their shareholders, officers, directors, employees and agents, successors and assigns from all claims, demands, damages, losses, liabilities of every kind, known and unknown, direct and contingent, disclosed and undisclosed, arising out of or in any way related to such disputes. You understand and agree that OurTAC will be the sole authority for all conflict resolution regarding the payment of any and all commissions; the assignment and/or reassignment of a Sponsor; the assignment of credit for any sale of any product, whatsoever; and any other conflict, question or dispute that may arise from the efforts to recruit another Member and/or to sell a product. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
3. THE OURTAC SERVICE – REGISTRATION AND TERMINATION
A. Membership
OurTAC Membership is offered on a month-to-month basis and is automatically renewed each month. Individuals who wish to participate in the Program must become “Members". Application for Membership does not mean that an Individual is automatically accepted. Members must meet all registration criteria, including but not necessarily limited to: being of the age of majority; being a US
Citizen and/or a permanent resident with a Social Security Number; being free from investigation and/or indictment of any crime whatsoever; being able to provide US Government approved Identification; accepting the Terms of this Agreement in its entirety, including any and all Attachments and/or Appendixes; and any and all other requirements required by OurTAC at the time of registration and/or at any future date. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
The details of the OurTAC Compensation Plan (the “Plan”) are contained within and included as “Appendix A” to this Agreement. By accepting the Terms of this Agreement, Members acknowledge that they have reviewed and accept the Terms and details of the Plan. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
The details of the OurTAC Rules of Conduct (the “Rules”) are contained within and included as “Appendix B” to this Agreement. By accepting the Terms of this Agreement Members acknowledge that they have reviewed and accept the Terms and details of the Rules. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
Members are encouraged, but are not required to purchase products offered through the Service. Any shipping charges, handling charges, taxes, merchant service or other fees associated with the purchase of a product are “pass-through” and billed to the purchaser at the time of purchase.
B. Automatic Renewals and Cancellation
Membership includes a software license for the Portal that automatically renews each month. At the time of registration new Members are billed a pro-rated Membership Fee of $3.33 per day from the date of registration through the end of the first, partial month of Membership. A flat 3% Merchant Service Fee will be added to this pro-rated Membership Fee. Thereafter, OurTAC will bill your registered credit card a Monthly Recurring Subscription Fee (the “Fee”) of $100.00 on the 1st calendar day of each month for the unlimited access of a single user for individual access to all features and services available through the Portal. A flat 3% Merchant Service Fee will be added to the Fee each month. All features of the Program are made available to Members at no additional charge. A copy of the Authorization for Automatic Monthly Billing of the Fee to your registered credit card is contained within and included as “Appendix C” to this Agreement. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
By accepting the Terms of this Agreement you Acknowledge and Agree that the voluntary cancellation of your Membership includes the forfeiture of any Commissions (including any accrued, pending and/or anticipated residual commissions and/or bonuses as well as any accrued, pending and/or anticipated one-time commissions and/or bonuses) not paid up to and including the effective date of cancellation of Membership. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
To allow confirmation of any request for voluntary cancellation of your Membership, notice must be made by you via Email to membersupport@OurTAC.com and submitted before midnight on the date that is no less than seven (7) days prior to the next/following billing date, which is always on the 1st calendar day of each month. Any request for cancellation of Membership that is submitted after midnight on the date that is no less than seven (7) days prior to the next/following billing date will cause that Membership to automatically renew until the following billing date. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
C. Termination
To allow confirmation of any such request to cancel your Membership, notice must be made via Email to membersupport@OurTAC.com and submitted before midnight on the date that is no less than seven (7) days prior to the next/following billing date, which is always on the 1st calendar day of each month. Any request for cancellation of Membership that is submitted after midnight on the date that is no less than seven (7) days prior to the next/following billing date will cause that Membership to automatically renew until the following billing date. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
By accepting the Terms you acknowledge and agree that We,in our sole discretion, may terminate your access to our Service for any reason, including, without limitation, your breach of these Terms. You acknowledge and agree that any termination of your access to our Service may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete any of your accounts and all related information and files in such accounts and/or bar any further access to such information and/or files or our Service. Further, you acknowledge and agree that we will not be liable to you or any third party for any costs or damages of any kind for or resulting from any termination of your access to our Service. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
You may terminate your access to the Service at any time via our Site or by sending us written or email notice of termination. You will not be entitled to any refund of unused credits or subscription fees upon your termination of your access to our Service for any reason whatsoever. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
D. Credit Card Chargeback Policy
We protect our business and credit card processors, banks and other institutions providing related services to us from fraudulent credit card chargebacks. A credit card chargeback is when the holder of a credit card disputes a charge with a credit card processor, bank or other institution and the charge is charged back to the business. The chargeback is fraudulent if the credit card holder disputes a charge to a legitimate charge for services the holder has purchased. You understand and agree that in the event you attempt to create a fraudulent credit card chargeback, we will work with the relevant credit card processor, bank or other institution and law enforcement authorities to investigate the matter. Our assistance may include providing details about the profiles, card authentication and communications with or related to our Service or other users or members. Engaging in activities aimed at reversing a legitimate charge is illegal. You understand and acknowledge that you can be prosecuted for such activity and we reserve the right to reclaim any fees and costs we incur in responding to fraudulently filed chargebacks. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
E. Privacy & Use of Information
Use of the Service is also governed by our Privacy Policy. You agree that by registering a Profile or using our Service you have agreed to our Privacy Statement. You acknowledge that although we strive to maintain the necessary safeguards to protect your personal data, we cannot ensure the security or privacy of information you provide through the Internet and your Email messages. Our privacy policy is incorporated into the Terms by this reference. You agree to release us, our parent, subsidiaries and affiliated entities and ours and their shareholders, officers, directors, employees and agents, successors and assigns from all claims, demands, damages, losses, liabilities of every kind,
known and unknown, direct and contingent, disclosed and undisclosed, arising out of or in any way related to the release or use of such information by third parties. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” You acknowledge and understand that due to the inherent uncertainty in the use of the internet and information systems, and the potential for unlawful attacks by third parties, we cannot guarantee that the use of our systems, websites, or applications will be completely safe or secure. We may process and store your personal information at a facility in Georgia, USA or any other country in which we maintain or use facilities or hosted services. Information may be subject to access by law enforcement or other governmental agencies pursuant to lawful orders or legal process. Any personal information you provide to us may be subject to all applicable laws.
F. Customer Service
Our customer service representatives are made available to answer questions you may have about your Service and to enhance your experience using our Service and its features. You may not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or otherwise behave inappropriately when communicating with our customer service representatives. If we determine, in our sole discretion, that your behavior towards any of our representatives is at any time inappropriate, we reserve the right to immediately terminate your access to our Site and your membership to our Service and you will not be entitled to any refund of subscription fees and/or payment of any earned or anticipated compensation of any type whatsoever. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
G. Email Communications
You acknowledge and agree that we and other sites we operate (or our agents) may send you email (electronic) communications that include messages about the Service and your membership account with us and services offered by our other sites and third parties. We communicate with you as part of our Service and your membership. You agree and consent that any notice, agreements, and other communications we send to you electronically will satisfy any legal requirements, including, without limitation that such communications be in writing. You may opt out of receiving these notifications from us. You further agree and acknowledge that from time to time we may send messages on your behalf to your registered Downline and Upline Members, in order to facilitate the ongoing growth of your business. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
H. NON-COMPETE
You understand and agree that our Site and Service are intended solely for the sale and support of products manufactured and/or distributed by OurTAC Vendors. Any other use of the tools, information, and most specifically the recruitment of OurTAC Members for any other venture or purpose, is expressly prohibited. You agree and acknowledge that by accepting the Terms of this Agreement that OurTAC, at its sole discretion and judgment, may terminate without notice the Membership of anyone who violates this non-compete clause. You also acknowledge and agree that by accepting the Terms of this Agreement, that any termination of Membership, for any reason whatsoever, includes the forfeiture of any earned, pending and/or anticipated compensation. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER, USE OR ACCESS THE SITE OR PARTICIPATE IN THE PROGRAM.
I. THIRD PARTY CONTENT, LINKS AND PAGES
In your use of our Service, you may access content from our Vendors or third parties ("Third Party Content"), either via our Service or through links to third party web sites. We do not control Third Party Content and make no representations or warranties about it. We do not endorse or accept any responsibility for any Third Party Content. You acknowledge and agree that by using our Service, you may be exposed to Third Party Content that is false, inaccurate, incomplete or otherwise objectionable. Third Party Content is subject to the privacy and security policies of those third parties, which may differ substantially from our privacy policies. You acknowledge and agree that Third Party Content is the sole responsibility of the authors or sites displaying such Third Party Content and under no circumstances will we be liable in any way for any Third Party Content, including, without limitation, any inaccuracies, errors or omissions in any Third Party Content or any losses, liabilities or damages of any kind arising out of or incurred as a result of the use of any Third Party Content posted, stored or transmitted via our Service.
4. PROPRIETARY RIGHTS
A. Content is Protected by Law
You acknowledge and agree that all content and materials available on our Site are protected by either our rights, or the rights of our Vendors or other third parties, of publicity, copyright, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You may not use any of the marks, logos, domains and trademarks that you may find on our Site, unless you have our express written permission. Except for that information which is in the public domain or for which you have been given express written permission by us, you agree not to sell, license, loan, rent, modify, distribute, copy, reproduce, transmit, publicly display, broadcast, publicly perform, publish, adapt, edit or create derivative works from materials or content available on our Site. Notwithstanding the above, you may use the content and materials on our Site in the course of your normal, personal, non-commercial use of our Service in accordance with the Terms. If you download or print a copy of any content for your personal use, you must retain all copyright and other proprietary notices contained on such content.
B. Use of Content
You agree not to systematically retrieve data or other content or any materials from our Site to create or compile, directly or indirectly, a collection, compilation, database, directory or the like, whether by manual methods, through the use of "bots" or otherwise. You agree not to use any of our trademarks or logos as metatags on other web sites. You agree not to display any of our Site in a frame (or any of our content via in-line links) without our express written permission.
5. USERNAME AND PASSWORD
You will be automatically assigned a 6-digit Member ID at the time of your initial registration. You will also select a username and password when completing the registration process. You agree that you will not choose a name that may represent you as someone else or that may otherwise violate some third party’s rights. We may refuse to grant you a Username/Nickname that impersonates someone else, is protected by trademark or proprietary law, or is vulgar or otherwise offensive, as determined by us in our sole discretion. Your username and password are not transferable and may not be assigned. You are solely and fully responsible for maintaining the confidentiality of your username and password, and are solely and fully responsible for all activities that occur under your username and password. You agree to: (a) immediately notify us of any unauthorized use of your username and password or any other breach of security and (b) ensure that you log off from your account at the end
of each session. We will not be liable for any loss or damage arising from your failure to comply with this Section 5.
13. REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to us that: (a) you have the full power and authority to enter into and perform under these Terms; (b) your use of our Service will not infringe or violate the copyright, trademark, right of publicity or any other legal right of any third party; and (c) you will comply with all applicable laws and regulations in using our Service and in engaging in all other activities arising from, relating to or connected with these Terms, including, without limitation, contacting other users of our Service.
14. LIMITS ON LIABILITY
A. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNATIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM, RELATING TO OR CONNECTED WITH: (A) THE USE OR INABILITY TO USE OUR SERVICE; (B) THE COST OF REPLACEMENT OF ANY GOODS, SERVICES OR INFORMATION PURCHASED OR OBTAINED AS A RESULT OF ANY INFORMATION OBTAINED FROM OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT; (D) STATEMENTS, CONDUCT OR OMISSIONS OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY ON OUR SERVICE; (E) ACTIONS OR INACTIONS OF OTHER USERS OF OUR SITE OR OUR SERVICE OR ANY OTHER THIRD PARTIES FOR ANY REASON; OR (F) ANY OTHER MATTER ARISING FROM, RELATING TO OR CONNECTED WITH OUR SERVICE OR THESE TERMS.
B. WE WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING UNDER THESE TERMS WHERE SUCH FAILURE OR DELAY IS DUE TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING NATURAL CATASTROPHES, GOVERNMENTAL ACTS OR OMISSIONS, LAWS OR REGULATIONS, TERRORISM, LABOR STRIKES OR DIFFICULTIES, COMMUNICATION SYSTEM BREAKDOWNS, HARDWARE OR SOFTWARE FAILURES, TRANSPORTATION STOPPAGES OR SLOWDOWNS OR THE INABILITY TO PROCURE SUPPLIES OR MATERIALS.
C. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF SECTIONS 13 AND 14 MAY NOT APPLY TO YOU. THESE LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THESE TERMS.
D. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS OF WARRANTIES THESE LIMITATIONS OF LIABILITY ARE AN AGREED UPON ALLOCATION OF RISK BETWEEN YOU AND US. YOU ACKNOWLEDGE AND AGREE THAT IF YOU DID NOT AGREE TO THESE LIMITATIONS OF LIABILITY WE WOULD NOT PROVIDE OUR SITE OR THE SERVICE OR THE MATERIALS OR CONTENT INCLUDED TO YOU. YOU ACKNOWLEDGE AND AGREE THAT SUCH PROVISIONS ARE REASONABLE AND FAIR.
E. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
15. INDEMNITY
You agree to defend, indemnify and hold us, and our subsidiaries, parents, affiliates, and each of our and their directors, officers, managers, members, partners, agents, other representatives, employees and customers (each an “Indemnified Party” and collectively, the “Indemnified Parties”), harmless from any claim, demand, action, damage, loss, cost or expense, including without limitation, attorneys' fees and costs, investigation costs and settlement expenses, incurred in connection with any investigation, claim, action, suit or proceeding of any kind brought against any Indemnified Party arising out of your use of our Service, any alleged or actual infringement of the intellectual property rights of any party, any injury or damage to property or person, any act by you in connection with any user or member of this Service or any other third party, any business practices in which you engage or are alleged to engage, or alleging facts or circumstances that could constitute a breach by you of any provision of these Terms and/or any of the representations and warranties set forth above. If you are obligated to indemnify an Indemnified Party, we and the Indemnified Party will have the right, in our sole discretion, to choose our attorneys, experts and other advisers, conduct our own inquiry into the matter, control any investigation, action or proceeding and determine if and how we wish to settle it. You agree that you will advance costs and expenses to any Indemnified Party. You agree to cooperate with the Indemnified Parties in connection with any investigation, claim, action or proceeding covered by this Section 15.
16. COPYRIGHT POLICY
The Service contains information, which is proprietary to us, our vendors and our users. We assert full copyright protection in the Service. Information posted by us, our vendors or users of the Service may be protected whether or not it is identified as proprietary to us or to them. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights.
17. LINKS
The Service may provide, or third parties may provide, links, including, without limitation, banner ads and hyperlinks, to other World Wide Web sites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such site or resource.
18. ARBITRATION AND CLASS ACTION WAIVER
A. Scope
All disputes, controversies, causes of action (in tort, contract, by statute or otherwise) (“Disputes”), including, without limitation, Disputes arising from or relating to this Arbitration Provision (including the interpretation, breach, termination and invalidity thereof) or the relationship that results from this Agreement shall be resolved by binding arbitration by a single independent and impartial arbitrator under the applicable Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer-Related Disputes of the American Arbitration Association (“AAA”) (http://www.adr.org/, 1-
800-778-7879), or pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. (http://amic.org/ ) [the Simplified Arbitration Rules of the ADR Institute of Canada, Inc.
Arbitration replaces the right to go to court, and therefore the parties waive any right that you or OurTAC might otherwise have had to a jury trial or the opportunity to litigate any claims in court before either a judge or jury. Notwithstanding the foregoing, OurTAC reserves the right to pursue the protection of intellectual property rights and confidential information and to stop other illegal activities through injunctive relief or other equitable relief through the courts.
Venue: The exclusive venue for the arbitration shall be Atlanta, Georgia. The parties will endeavor to minimize the need for long distance travel through use of telephonic communications and submission of documents as permitted under the applicable rules for Expedited Procedures. The official language of the arbitration shall be English.
B. Governing Law
This Agreement involves transactions between the parties in interstate commerce and shall be governed by the Federal Arbitration Act, 9 USC § 1-19. Judgment upon any interim or final award shall be entered and confirmed in any court or tribunal of competent jurisdiction. The substantive law of the State of Georgia (excluding its conflicts of law provisions) shall apply to all Disputes and the Agreement. If there is a difference between the Federal Arbitration Act and Georgia law, the Federal Arbitration Act controls.
C. Small Claims
Both parties retain the right to file any claim that is not aggregated with the claim of any other persons and whose amount in controversy is properly within the jurisdiction of a court which is limited to adjudicated small claims.
D. Class and Consolidated Claims Waiver
It is agreed that neither party shall have the right to participate as a class representative or class member with respect to any Disputes subject to arbitration under this Agreement or any Dispute between the parties. The parties also waive any right to assert consolidated claims with respect to any Disputes subject to arbitration under this Agreement or any Dispute between the parties.
E. Limit of Liability
Liability for both parties is limited to $1,000 in damages. Parties waive and the Arbitrator shall not be empowered to grant indirect, consequential, special, punitive or exemplary damages and/or damages or relief in excess of those permitted by this Agreement unless the statute under which they are suing provides otherwise. An arbitration award rendered by the arbitrator may be entered in any court having jurisdiction for the purposes of enforcement.
F. Notice of Claims, Timing of Disputes and Nature of Award
All Disputes shall be filed within one (1) year of the date the Disputes arose or occurred. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to the Disputes. Arbitration shall be commenced by filing a Claim pursuant to the applicable American Arbitration Association. The arbitration shall be completed, barring extraordinary circumstances within ninety (90) days of the filing of the Claim. The parties may grant reasonable continuance upon
good cause shown. The Award shall be reasoned and shall be rendered within thirty (30) days of closure of the arbitration proceedings.
Rules and forms may be obtained and Claims may be filed at American Arbitration Association, 1633 Broadway, Floor 10, New York, NY 10019-6708, (212) 716 – 5800, (800) 778 – 7879, www.adr.org.
G. Discovery and Hearing Procedures
All parties have the right, at their own expense, to be represented by an attorney or spokesperson of their own choosing. Discovery shall be expeditiously completed within three (3) months of the time the parties are at issue. Each party shall produce relevant non-privileged documents requested by the other party. Discovery procedures available in court actions do not apply. The arbitrator shall grant oral and/or written discovery to preserve evidence or upon a showing of need. All discovery disputes shall be promptly submitted to and promptly resolved by the arbitrator. The Parties may elect to use any of the Expedited Procedures of the Commercial Dispute Resolution Procedures or Supplementary Procedures for Consumer-Related Disputes of the AAA.
H. Emergency and Provisional Remedies
Any party may seek a preliminary injunction or other provisional, injunctive, emergency or equitable relief (but not monetary relief) in a court of competent jurisdiction if, in its sole judgment, such relief is necessary to preserve the status quo or to prevent irreparable harm. The parties shall, despite seeking relief under this section, participate in good faith in the arbitration.
I. Confidentiality
The arbitrator will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitration will not be confidential unless you request that it remain confidential.
J. Payment of Arbitration Fees and Costs
You are responsible for all costs that you incur in the arbitration, including, without limitation, costs association with attorneys or experts witnesses. The handling of fee arrangements and the payment of fees should be conducted by the Independent ADR Institution. If the arbitration is decided in your favor, you will not be required to reimburse OurTAC for any of the fees and costs. If the arbitration is decided in OurTAC’s favor, you shall reimburse OurTAC arbitration fees and costs, but only to the extent awardable in a judicial proceeding and permitted under the AAA Supplementary Procedures for Consumer-Related Disputes.
K. Survival and Severability
This Arbitration Agreement shall survive the termination of your service with OurTAC. If any portion of this Arbitration provision is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force.
19. ASSIGNMENT
You do not have the right to assign these Terms or this Agreement or any of your rights to our Service to anyone. We have the right to assign any or all of its rights and obligations under this Agreement or to the Service to any third party. Provided such rights and obligations are assumed by
such third party, We shall be relieved of any and all liability under this Agreement and in such event you hereby agree to release Us of all liability, claims, charges, damages and causes of action.
20. EXPORT CONTROLS
Software and content provided through our Site and our Service is subject to United States export controls. The United States Department of Commerce prohibits export or diversion of software and certain content to specified countries and persons. No software or content from the Services may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using any such software or content, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and that you will not license or otherwise permit anyone in any such country or on any such list to receive software or content that is subject to export control.
21. NOTICES
Unless provided otherwise in these Terms, all notices shall to us be delivered OurTAC by email at membersupport@OurTAC.com, Attention: Legal Department, and all notices to you shall be sent by email to you at the email address you provided to us at the time you registered or through a later notice of a change of address. Email notices shall be deemed received 24 hours after the email is sent, unless the sender is notified the email address is invalid or has been returned for some other reason.
22. MISCELLANEOUS
You agree that: (i) the Service shall be deemed solely based in the State of Georgia, USA; (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over OurTAC, either specific or general, in jurisdictions other than the State of Georgia, USA; and (iii) the Terms, and your relationship with OurTAC under the Terms shall be governed by the internal substantive laws of the State of Georgia, USA, without respect to its conflict of laws principles. These Terms shall be interpreted in accordance with the laws of the State of Georgia, USA without reference to conflict of law principles (except as provided in the arbitration provisions of these Terms applicable to United States residents). These Terms, together with our privacy policy contain the entire understanding of the parties regarding their subject matter, and supersede all prior and contemporaneous agreements and understandings between the parties regarding their subject matter. These Terms shall be binding on the parties, their successors and permitted assigns. No failure or delay by a party in exercising any right, power or privilege under these Terms shall operate as a waiver thereof. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect. The headings used in these Terms are for convenience only and shall not be deemed to define or limit the content of any provision of these Terms. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
* * * * * * * *
If you have any questions or concerns about these Terms, our Privacy Policy, the practices of the OurTAC, or your dealings with us, you may contact a representative of our company by email to membersupport@OurTAC.com.
© OurTAC, Inc.
All rights reserved
April 2017.
Appendix “A” - OurTAC Compensation Plan
1. Introduction
OurTAC, Inc. (“OurTAC”) is a Software as a Service (“SaaS”) Vendor. Membership in the OurTAC Product Marketing Program (the “Marketing Program”) includes a month-to-month software license for the OurTAC Member Portal (the “Portal”). The Marketing Program combines elements of both Direct Selling and Retail Cooperative models in that (a) Members may receive compensation for both Direct and/or Downline sales; and (b) 100% of the monies received from Vendors for product sales is dispersed to OurTAC Members (“Members”).
Members complete their Registration by executing the OurTAC Member Agreement and Compensation Plan (the “Agreement”) and submitting all required documentation to OurTAC. Members must be current with their monthly Member Subscription Fee (the “Fee”) and submit all requisite documentation for Membership prior to receiving any Commission payout. It is understood and agreed that only those Members who are in good standing, in compliance with this Agreement, the associated OurTAC Rules of Conduct (the “Rules”) and who are current with their monthly subscription, are eligible for the receipt of any compensation from OurTAC, whether one-time and/or residual.
1.1. Contractual Relationship: OurTAC has a contract with each Member that includes all of the terms in this Agreement); the Rules; and the Compensation Plan as outlined in this Agreement, all of which must be acknowledged and/or executed by a newly registering Member and submitted with requisite documentation to OurTAC. All of the elements of this Agreement and the Rules shall remain in effect throughout the term of the Member’s participation in the Marketing Program. As part of this Agreement each Member accepts his/her responsibility to comply with the Rules. A current version of this Agreement and the Rules is available to all Members at www.OurTAC.com.
2. Definitions
In order to clearly understand all aspects of the Plan it is important to understand the following definitions.
2.1. Member: Any participant in the OurTAC Marketing Plan who has completed registration by acknowledging and/or executing the OurTAC Member Agreement; the OurTAC Rules of Conduct; and the OurTAC Commission Plan; and whose Required Documentation has been submitted, reviewed and accepted by OurTAC.
2.2. Required Documentation: For tax reporting purposes all Members must: provide photocopies of their Government Issued Photo ID and Social Security Card (front and back); complete and submit a signed W-9 to OurTAC; complete and submit an executed ACH/Direct Deposit or Direct Mail agreement; and keep their subscription to the Portal current and active through the automatic recurring payment of the Fee via their registered credit card in order to qualify for Direct and/or Bonus Commission payouts.
2.3. OurTAC Member Number (“T-Number”): After completing his/her registration all Members are assigned a unique Member or “T-Number” associated with his/her chosen User ID. The Member may use either his/her User ID or T-Number to login to the Portal; to register new recruits; to track sales and pending commissions; etc.
2.4. Compensation Qualification: In order to qualify for the monthly payment of Commissions all OurTAC Members must complete one (1) qualifying sale each month with a minimum TAC of $1.00 US; and maintain current Membership status through payment of their monthly Fee.
2.5. Total Available Commissionable Value: Total Available Commissionable Value (“TAC”) is 100% of all monies received by OurTAC from its Vendors for the sale of their products. TAC includes: Up-Front Commissions; Residual Commissions; Rebates; Spiffs; Bonus Commissions; Bulk Sale Bonuses; Tiered Commissions Based on Production; Installation Payments (where applicable); and all other compensation received by OurTAC for the sale of any Vendor product.
2.6. Upline: Upline refers to the level(s) above a Member in the compensation structure. An Account Manager’s Sales Manager, Director, Regional Director and National Director would all be “Upline” to him/her. An Account Manager who was recruited and registered under another Account Manager’s T-Number has that Sponsoring Account Manager in his/her Upline. A Member’s Upline Sponsor would be his/her first contact for support. Members should not skip more than one level of Membership for questions and support.
2.7. Downline: Downline refers to the level(s) below a Member in the compensation structure. A Sales Manager would have Account Managers and other Sales Managers in his/her Downline. National Directors have Regional Directors; Directors; Sales Managers and Account Managers in their Downline. An Account Manager who has recruited other new Members will have other Account Managers in his/her Downline until being promoted to Sales Manager.
2.8. Direct Downline: A Member who has advanced to Sales Manager or higher should continue building his/her team by recruiting new Members or Account Managers. Since all new Members join OurTAC as Account Manager a National Director (and lower titles) will have Account Managers in his/her Direct Downline.
2.9. Direct Sales: A Direct Sale is defined as the sale of any OurTAC product or service for which the Member has become Accepted and/or Certified. Members sell products to Consumers; Businesses; and/or participate in OurTAC Fundraising. Members may sell products to new recruits for demo purposes; and/or may purchase products directly for personal consumption. Member Compensation (at all levels, including Account Manager, Sales Manager, Director, Regional Director and National Director) for a Direct Sale is 50% of the TAC. Commissions for Direct Sales are paid out on the last Friday of the calendar month following the date of the sale.
2.10. Downline Sale: A Downline Sale is defined as the sale of any OurTAC product or service in a Member’s Downline. After a Member has advanced to Sales Manager or higher and maintains a minimum of five (5) Direct Downline Members, he/she qualifies for Bonus Commissions based upon his/her title and the TAC of his/her Downline Sales.
2.11. Bonus Commission: With the exception of National Directors, who receive 20% Bonus Commissions, all Members who have advanced to Sales Manager or higher, and maintain a minimum of five (5) Direct Downline Members, qualify for a Bonus Sales Commissions of 10% of the TAC sold by their Downline each month. Bonus Commissions are paid out on the last Friday of the month following the payment of the associated Direct Sales Commission. PLEASE NOTE that Members who have advanced to Sales Manager and above qualify for both Direct and Bonus Commissions for a direct sale.
2.12. Breakage Commission: “Breakage” is defined as any commission left unpaid and derived from a sale made by a Member who is no longer participating in the OurTAC program. Unpaid commissions will accumulate throughout each Quarter and will be paid out on the last Friday of the month of each new Quarter. Breakage Commissions are distributed following the same percentages as those of a Bonus Commission, Upline to Sales Managers; Directors; Regional Directors; and the National Director of the same sales organization within which an unpaid
commission for a Direct Sale originated. If a Bonus Commission is unpaid the same principle applies.
2.13. Account Manager: All newly registered Members begin as an Account Manager (“AM”). An AM is not eligible for Bonus Commissions but is paid 50% of the Total Available Commissionable Value of all sales he/she makes. An Account Manager is automatically promoted to Sales Manager once he/she completes the registration of five (5) new Members in his/her Direct Downline.
2.14. Sales Manager: Sales Managers (“SM”) receive 50% of the TAC for a Direct Sale. SMs receive a 10% Bonus Commission of the TAC from their own, Direct Sales. SMs also receive a 10% Bonus Commission of the TAC for sales made by their Downline AMs. SMs automatically advance to Director after developing the equivalent of five (5) other SMs, or a total of thirty (30) Downline Members from their base of Direct Downline AMs for which they have completed Registration. It is the responsibility of all Members to maintain the requisite number of Members in their Downline, as well as five (5) Direct Downline Members, to receive the Bonus Commission associated with the level to which they have advanced.
2.15. Director: A Director receives 50% of the TAC for a Direct Sale. Directors also receive a total of 20% Bonus Commission (combination of SM and Director Bonuses) of the TAC from their own, Direct Sales. Directors receive a 20% Bonus Commission (combination of SM and Director Bonuses) of the TAC from sales made by each AM in their Direct Downline. Directors receive a 10% Bonus Commission of the TAC from sales made by the SMs within their Downline. Directors automatically advance to Regional Director after developing the equivalent of five (5) other Directors, or a total of one hundred fifty-five (155) Downline Members from their base of Direct Downline AMs for which they have completed Registration. It is the responsibility of all Members to maintain the requisite number of Members in their Downline, as well as five (5) Direct Downline Members, to receive the Bonus Commission associated with the level to which they have advanced.
2.16. Regional Director: A Regional Director (“RD”) receives 50% of the TAC for a Direct Sale. Regional Directors also receive a 30% Bonus Commission (combination of SM, Director and RD Bonuses) of the TAC from their own, Direct Sales. Regional Directors receive a 30% Bonus Commission (combination of SM, Director and RD Bonuses) of the TAC from sales made by each AM in their Direct Downline. Regional Directors receive a 20% Bonus Commission (combination of Director and RD Bonuses) of the TAC from sales made by the SMs within their Downline. Regional Directors also receive a 10% Bonus Commission of the TAC from sales made by the Directors within their Downline. Regional Directors automatically advance to National Director after developing the equivalent of five (5) other Regional Directors, or a total of seven hundred eighty (780) Downline Members from their base of Direct Downline AMs for which they have completed Registration. It is the responsibility of all Members to maintain the requisite number of Members in their Downline, as well as five (5) Direct Downline Members, to receive the Bonus Commission associated with the level to which they have advanced.
2.17. National Director: A National Director (“ND”) receives 50% of the TAC for a Direct Sale. National Directors also receive a 50% Bonus Commission (combination of SM, Director, RD and ND Bonuses) of the TAC from their own, Direct Sales. National Directors receive a 50% Bonus Commission (combination of SM, Director, RD and ND Bonuses) of the TAC from sales made by each AM in their Direct Downline. National Directors receive a 40% Bonus Commission (combination of Director, RD and ND Bonuses) of the TAC from sales made by the SMs within their Downline. National Directors also receive a 30% Bonus Commission (combination of RD and ND Bonuses) of the TAC from sales made by the Directors within their Downline. National Directors
receive a 20% Bonus Commission of the TAC from sales made by the RDs within their Downline. It is the responsibility of all Members to maintain the requisite number of Members in their Downline, as well as five (5) Direct Downline Members, to receive the Bonus Commission associated with the level to which they have advanced.
3. RULES OF COMPENSATION: The following Rules are integrated into the logic and logarithms embedded within the OurTAC Member and Vendor Portal:
1. OurTAC pays out two types of commissions in two separate payment events: Direct Sales Commissions and Bonus Sales Commissions.
2. 100% of all Margin derived from the sale of a Vendor’s product, the Total Available Compensation (“TAC”), is paid out to OurTAC Members. TAC is derived by taking contracted Cost from a Manufacturer’s Advertised Pricing (MAP – Cost = TAC).
3. Any OurTAC Member making a Direct Sale, no matter what his/her title, receives 50% of the TAC.
4. An AM is not eligible for a Bonus Commission.
5. Bonus Commissions are paid out based upon title: SM=10%; D=10%; RD=10%; ND=20%.
6. A Member who qualifies for a Bonus Commission that makes a Direct Sale is paid the total of the Direct Sale and Bonus Commission.
7. A Member who is at a title above SM will receive the cumulative Bonus Commissions he/she qualifies for from the Direct Sale of an AM in his/her Direct Downline.
Example:
Eugene is an AM who makes a sale with a $100 TAC.
Eugene is paid a Direct Sale Commission of $50 (MAP – Cost = TAC).
Barbara recruited Eugene and is in his Direct Upline.
Barbara has not yet qualified as a SM as she only has four (4) Direct Downline Members.
Alice recruited Barbara and is her Direct Upline Sponsor.
Alice is qualified as a Director.
Alice is the first Member in Eugene’s Upline who qualifies and receives the 10% ($10) SM Bonus.
Alice is the first Member in Eugene’s Upline who qualifies and receives the 10% ($10) Director Bonus.
Alice does not have an Upline sponsor.
By Rule Alice accrues the unpaid RD and ND Bonus Commissions for this example.
8. A Member will accrue unpaid Bonus Commissions if he/she does not have a Direct Upline Sponsor. When the Member advances in title he/she will be paid the accumulated Bonus Commissions for that title. (THE SYSTEM WILL PROVIDE ONGOING ACCOUNTING OF UNPAID BONUS COMMISSIONS TO THE MEMBER’S BACKOFFICE.)
9. For monthly recurring products sold, both Direct and Bonus Commissions are recalculated each month as a new event and/or sale, with the Direct Sale Commission always being assigned to the Member who made the original, personal sale (even if it is recalculated every month for an indefinite period) and the Bonus Commissions being assigned to the
appropriate Upline Members. This Rule assures that the Member making the original, Direct Sale, will be paid appropriate Bonus Commissions as he/she advances in title to ND.
Example Month 1:
Frieda sells Safe-T-Span to an individual on a month-to-month basis ($12.50 TAC) in April.
Frieda is an AM and is paid the 50% Direct Sale Commission ($6.25) for this sale.
Frieda’s Upline Sponsor is Frank, who is also an AM.
Frank does not qualify for a Bonus Commission.
Alice is the first Upline Member to Frieda’s who qualifies for a Bonus Commission.
Alice is qualified as a Director.
Alice is the first Member in Frieda’s Upline who qualifies and receives the 10% ($1.25) SM Bonus.
Alice is the first Member in Frieda’s Upline who qualifies and receives the 10% ($1.25) Director Bonus.
By Rule Alice has no Upline Sponsor and accrues the RD Bonus Commission ($1.25).
By Rule Alice has no Upline Sponsor and accrues the ND Bonus Commission ($2.50).
Example Month 2:
(Frieda is still an AM and does not qualify for a Bonus Commission.)
(Frank has registered five (5) Direct Downline Members and is now a SM.)
(The OurTAC system recalculates the $12.50 TAC from this example each month.)
Frieda is an AM and is paid the 50% Direct Sale Commission ($6.25) for this sale.
Frieda’s Upline Sponsor is Frank, who has advanced to SM.
Frank is the first Member in Frieda’s Upline who qualifies and receives the 10% ($1.25) SM Bonus.
Alice is the first Member in Frieda’s Upline who qualifies and receives the 10% ($1.25) Director Bonus.
By Rule Alice has no Upline Sponsor and accrues the RD Bonus Commission ($1.25).
By Rule Alice has no Upline Sponsor and accrues the ND Bonus Commission ($2.50).
Example Month 3:
(Frieda has registered five (5) Direct Downline Members and is now a SM.)
(Frank is still a SM.)
(The OurTAC system recalculates the $12.50 TAC from this example each month.)
Frieda is a SM and is paid the 50% Direct Sale Commission ($6.25) for this sale.
Frieda is paid the 10% SM Bonus Commission ($1.25) for this, her Direct, personal Sale.
OurTAC does not pay double Commissions. Frank does not receive the SM Bonus for this sale, this month.
Alice is the first Member in Frieda’s Upline who qualifies and receives the 10% ($1.25) Director Bonus.
By Rule Alice has no Upline Sponsor and accrues the RD Bonus Commission ($1.25).
By Rule Alice has no Upline Sponsor and accrues the ND Bonus Commission ($2.50).
Appendix “B” – OurTAC Rules of Conduct
1. Introduction
2. Definitions
3. Becoming a Member
4. Responsibilities and Obligations
5. Presentation of the Plan, Sponsoring and Support
6. Preservation of the Lines of Sponsorship
7. Business Support Materials
8. Marks and Copyrighted Works
9. Complying With the Agreement (Remedies for Breach)
10. Modification of the Agreement
11. Dispute Resolution Procedures
1. Introduction
The Rules of Conduct (“Rules”) form an important part of the contract (the “Agreement”) between OurTAC and an individual as an Independent Contractor (the “Member”). The Rules have been carefully developed and have been implemented following notice to Members and review of their comments.
Members are Independent Contractors and operate their own Independent Businesses (“Businesses”). OurTAC recognizes the value of the contributions that Members who have achieved business goals can make to the development of other Members whom they sponsor and support under the Rules. As Members develop into established leaders, they play an increasingly important role in mentoring, teaching and training other Members about the OurTAC business. Among other things, the Rules are designed to ensure that all Members have the support that they need to continue to develop their Businesses with OurTAC.
Under the Agreement, Members receive substantial benefits, including: the right to sell products through OurTAC below its Contracted Vendor’s (“Vendors”) Manufacturer’s Advertised Price (“MAP”); the right to sponsor others to become Members and sell products offered at www.OurTAC.com; the right to qualify for bonuses under the OurTAC Member Compensation Plan (the “Plan”); use of OurTAC’s intellectual properties in accordance with the Rules; and a variety of support for Members and their Customers.
As part of its commitment to support the opportunity made available to Members, OurTAC invests substantial resources in goodwill to its Vendors and in Vendor Information to provide OurTAC and its Members with a competitive advantage. Both OurTAC and its Members share a competitive business interest in maintaining and protecting these assets and interests. The Rules provide important safeguards for OurTAC and its Members in this regard, as well as contractual rights and obligations
3.1. Contractual Relationship: OurTAC Corp. (“OurTAC”) has a contract with each Member that includes all of the terms in the OurTAC Membership Agreement (the “Agreement”) accepted and electronically executed by Members at each login that includes the OurTAC Compensation Plan (the “Plan”); and the OurTAC Rules of Conduct (the “Rules”) in effect at the time the Member executed the Agreement. As expressed in the Agreement, any modifications to the Plan or Rules that become effective during the term of the Member’s participation in the program supersede any prior version. OurTAC Members may view the current version of the Plan and Rules under their Member login at www.OurTAC.com. As part of the Agreement, Members have an obligation to comply with the Rules.
3.2. Choice of Law: Except to the extent that the Federal Arbitration Act applies to Rule 11, the formation, construction, interpretation, and enforceability of the Agreement, and all claims arising from or relating to the Agreement, shall be governed by Georgia law, without giving effect to any choice of law or conflicts of law rules or provisions (whether of the State of Georgia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Georgia. The place where the Agreement is made is in the State of Georgia.
3.3. Severability: If an arbitrator or court of competent jurisdiction determines any portion of the Rules of Conduct is unenforceable in any respect, then it shall enforce the rest of the Rules of Conduct to the fullest extent permitted by law without affecting the enforceability of all remaining Rules of Conduct.
4. Definitions
In order to clearly understand all aspects of the Agreement it is important to understand the following definitions.
4.1. OurTAC Member Compensation Plan (the “Plan”) means the business arrangement through which Members receive certain income or other compensation as described in Section A of the OurTAC Member Resource Guide.
4.2. Copyrighted Works means works protectable by copyrights that are owned by, created by or licensed to OurTAC. It is agreed and understood by all Members that the Plan and Rules are included within this protection.
4.3. Customer means anyone who purchases and is an end user of products and services offered through or by OurTAC.
4.4. Independent Business (“Business”) means an independent business operated by a Member pursuant to the Agreement.
4.5. Independent Business Owner (Member) means an individual or entity operating a Business pursuant to the Agreement.
4.6. Downline means the structural arrangement, or “genealogy” of Members established by the contractual relationship that each Member has with OurTAC.
4.7. Downline Information includes all information that discloses or relates to all or part of the Line of Sponsorship, including but not limited to Member numbers and other Member business identification data, Member personal contact information, Member business performance information, and all information generated or derived therefrom, in its past, present or future forms.
4.8. Marks refers to the trademarks, service marks, trade dress and trade names adopted or used by OurTAC and/or otherwise the subject of pending or existing trademark rights owned by or licensed to OurTAC, regardless of whether the trademarks, service marks, trade dress or trade names are the subject of trademark applications or registrations.
4.9. Prospect means a prospective Member or Customer.
4.10. Region currently means the United States. The Agreement will be amended to include any other countries or territories as appropriate where Members may operate under the Plan.
4.11. Use means: (a) with reference to Marks, directly or indirectly placing, affixing or displaying one or more Marks on or in connection with goods or services, in a manner that tends to create the impression of an affiliation, connection, or association between OurTAC and the Member or Vendor; and (b) with reference to Copyrighted Works, to reproduce, distribute and/or display copies of the Copyrighted Works, in whole or in part, including by means of digital audio transmissions, and to create any derivative works.
5. Becoming a Member
3.1. OurTAC Member Agreement (the “Agreement”):To become an authorized Member capable of merchandising products and services offered through or by OurTAC and registering other Members, an applicant must be 18 years of age, complete and sign the Agreement, and pay the monthly Membership Subscription fee specified in the Agreement. An Agreement may be completed and signed in one of the following ways: (a) the applicant may complete, sign and submit an electronic version of the Agreement and supporting documentation in accordance with the procedures on the OurTAC website; or (b) the applicant may complete, sign and return a paper version of the Agreement with the supporting documentation to his/her Sponsor, who will in turn submit the Agreement and associated documentation in accordance with the procedures on the OurTAC website.
3.2. Acceptance or Rejection of Agreement: OurTAC reserves the right to accept or reject any Agreement or applicant desiring to become a Member. A registration shall be considered accepted by OurTAC when a new Member submits a completed and signed Agreement in accordance with Rule 3.1; its contents are verified with OurTAC’s Member records database; the initial monthly subscription fee has been paid and accepted; and the registration and/or documentation meets the standards of any and all of the OurTAC Rules of Conduct. Pending receipt of a completed and executed Agreement and/or supporting documentation, OurTAC may temporarily authorize a Member to conduct business subject to the Rules of Conduct for up to 90 days.
3.3. Legal Entities as Members: Businesses shall be formed initially by and in the name of an individual applicant. After receiving a Member number, a Member who wishes to operate his/her Business as a corporation, limited liability company (LLC), formal partnership, limited partnership, limited liability partnership (LLP) or trust must complete the appropriate Entity Agreement for Members and submit it to OurTAC, which may accept or reject it.
PLEASE NOTE THAT, WHILE OURTAC WILL HONOR ALL REASONABLE REQUESTS FOR A MEMBER TO OPERATE UNDER A CORPORATE STRUCTURE, IT IS AGAINST THE RULES OF CONDUCT AND THE AGREEMENT FOR MEMBERS TO “STACK” AND/OR TO HAVE MULTIPLE MEMBERS OPERATE UNDER A SINGLE MEMBERSHIP.
3.4. Term: The term of the Agreement shall be that of a monthly recurring subscription. A Member’s monthly recurring Membership Subscription fee (the “Fee”) shall be billed in advance to the registered credit card on file after midnight on the 1st calendar day of each month. The Fee shall be billed at $100.00 (USD), with an additional 3% merchant service fee added, for a total monthly recurring Member Subscription fee (“Net Monthly Cost”) of $103.00. The initial registration fee shall be comprised of a pro-rated Fee equal to 1/30th of the normal Fee for each day remaining in the month of registration, or $3.33 per day, excluding the actual date of registration, with a standard 3% merchant service fee added to the pro-rated amount.
3.5. Renewal: The Agreement shall be ongoing for so long as the Member maintains his/her current Membership by paying the monthly recurring Membership Subscription fee and staying in Compliance with the Rules and Plan (in “Compliance”). If a Member allows his/her Membership to
lapse through non-payment of the Fee and/or non-Compliance with the Rules and/or the Plan, then OurTAC may, at its sole discretion, reassign any associated “Downline” or Sponsored Members whose Membership is then current and active as long as those Members remain in Compliance with the Rules and the Plan. It is understood and agreed that any Member who allows his/her Membership to lapse through non-payment of the Fee and/or non-Compliance with the Rules, voluntarily forfeits any and all pending Commissions, Bonuses and/or payments that might otherwise be due him/her.
3.6. Reinstatement for Non-Payment: In the event that OurTAC reinstates a Member’s lapsed Membership that was not maintained in Compliance with Rule 3.5, OurTAC is not required to restore that Member’s sponsoring relationship(s) with Downline and/or Sponsored Members.
3.7. Agreement Termination: A Member may terminate his/her Agreement at any time prior to midnight on the 15th day of any Calendar Month (the “15th”) preceding the next scheduled date of billing for the Fee by written communication delivered via Email (“MemberSupport@OurTAC.com”) to the OurTAC Member Compliance Department. It is highly recommended that a cancelling Member request and keep a copy of the “Read Receipt” for the cancellation Email. A Member who terminates his/or her Agreement after midnight on the 15th of the month will be charged for the following month. Cancellation of any Membership will be confirmed with the cancelling Member prior to the next scheduled date of billing for the Fee and/or reassignment of that Member’s Downline or Sponsored Members.
3.8. Death and Inheritance: A Business can be passed on to a deceased Member’s spouse, heirs, or other beneficiary so long as the Membership of the deceased Member has maintained an uninterrupted Membership by remaining current with his/her Fee and the Member is in Compliance with the Rules and Plan.
3.8.1. In cases where the Business is owned jointly, either as a Husband/Wife or “Life Partnership” (as defined by Wikipedia: A life partner is a romantic or otherwise very close friend for life. The partners can be of the same or opposite sexes, married or unmarried, celibate or monogamous as long as the two individuals cohabitate together), and one spouse or partner dies, unless they have previously arranged otherwise, OurTAC will recognize the surviving spouse or partner as the owner of the Business. The survivor must forward a certified copy of the death certificate in order for OurTAC to change its records.
3.8.2. In cases where the Business is operated as an entity under Rule 3.3, and one of the owners of the entity dies, the entity will continue to operate the Business, provided the entity remains in compliance with Rule 3.3 and the successor of the deceased owner is a Member in full compliance with the Rules. The entity shall notify OurTAC of the change in ownership or control of the entity by submitting the currently applicable Entity Agreement reflecting the proposed changes, and any proposed changes in the ownership or control of the entity require the express approval of OurTAC in writing.
3.8.3. In cases where a Member disposes of a Business in a will, OurTAC will recognize the terms of the transfer, provided the beneficiary is a current Member who is in compliance with the Rules and the Plan.
3.8.4. If there is no qualified Member in a position to operate a Business due to probate or other court procedures, OurTAC will have the option of entering into a servicing agreement with another Member, preferably Upline of the subject Member, to manage the Business until resolution of any proceedings are complete.
6. Responsibilities and Obligations
4.1. Duty of Good Faith: Under the terms of the Agreement, OurTAC and all its Members agree to perform their obligations in accordance with the duty of good faith and fair dealing. A Member will be held accountable for the actions of his/her spouse, life partner, family member or third party acting or purporting to act on behalf of the Member or Business, so far as the Rules of Conduct are concerned. A Member shall not aid and abet another Member to violate the Rules of Conduct. Members shall not conduct any activity that could jeopardize the reputation of OurTAC or its Members.
4.2. Unsolicited Electronic Messages: No Member shall send, transmit, or otherwise communicate any unsolicited electronic messages relating to OurTAC, its business opportunity, products or services to persons with whom the Member does not have a pre-existing personal or business relationship. (This includes, but is not limited to, sending messages through newsgroups, purchased mailing lists, “safe lists,” or other lists of individuals or entities with whom or which the Member does not have a preexisting relationship.)
4.3. Advertising: Members may advertise only with the prior, express approval of OurTAC in writing. This shall include all forms of media, whether published, printed or in electronic format.
4.4. Retail Establishments: A Member who works in or owns a retail establishment must operate his or her OurTAC Business separate and apart from the retail establishment. No Member shall permit products, services or literature offered through or by OurTAC to be sold or displayed in retail establishments, including, but not limited to, places like schools, fairs, kiosks, vending machines, unauthorized internet websites, military stores, salons or professional offices without the prior, express written permission from OurTAC and the Vendor whose product is at issue.
4.4.1. Event Sales: The sale of authorized products, of all categories, at any event and/or venue by Members are permitted only at temporary (no more than 10 days) events whose themes are consistent with the products being sold, and only with the express approval of OurTAC in writing. To allow OurTAC sufficient time to grant approval, the Member must submit a completed Event Sales Application Form to OurTAC 30 days prior to the event. A copy of the Event Sales Application form may be downloaded through the Member Toolbox at www.OurTAC.com.
4.4.2. Display Booths: The display only (no sales) of products and approved literature by Members is permitted only at temporary (no more than 10 days) events, and only with the express approval of OurTAC in writing. To allow OurTAC sufficient time to grant approval, the Member must submit a completed Display Booth Application Form to OurTAC 30 days prior to the event. A copy of the Display Booth Application form may be downloaded through the Member Toolbox at www.OurTAC.com.
4.5. Statements About Products, Services, and the OurTAC Opportunity: A Member shall make only truthful and accurate statements about the business opportunity, products and services offered through or by OurTAC. Members shall not make any claims about products or services offered through or by OurTAC other than those specifically found in OurTAC authorized literature that may be downloaded through the Member Toolbox at www.OurTAC.com.
4.6. Repackaging: The OurTAC model does not require Members to purchase products for resale. Rather, products are typically purchased through the OurTAC Member portal and direct shipped to Customers. Products offered through or by OurTAC are to be sold only in their original packages and in their original formulations. Members may not repackage products or otherwise change or alter any of the packaging, labels or materials of products offered through or by OurTAC.
4.8. Written Sales Receipt: A Member who takes and/or delivers a product in person for any amount over $25 shall deliver to the customer at the time of sale a written and dated order or receipt which shall: (a) describe the product(s) sold; (b) state the price charged; (c) give the name, address, and telephone number of the selling Member; and (d) include Vendor’s Satisfaction Guarantee and/or Warranty. Sample sales receipts may be downloaded through the Member Toolbox at www.OurTAC.com.
4.9. Minimum Sales Volume (“MSV”) Sales: In order to obtain the right to earn any bonus commissions; including Bonus Commissions on Downline sales; shared distribution of the Breakage Bonus; and/or the National Director Breakout Bonus (as clearly defined within the Plan) during any given month, a Member must complete at least one Direct or Personal Sale. For purposes of obtaining the rights referred to in this Rule, a Direct Sale(s) may be to (a) Customers who place an order directly through OurTAC; (b) a Member sponsors a new Member who purchases a product for demonstration purposes or personal consumption within his/her first month of Membership; or (c) the Member purchases a product for personal consumption.
4.9.1. In being credited for such MSV sales, the Member is not required to purchase and/or sell any particular product and the minimum Total Available Commissionable Value required for such MSV sale shall be one dollar ($1.00 US).
4.9.2. If such a Member fails in any month to complete a MSV sale, then he/she will be denied his or her Bonus Commission, shared distribution of Breakage Bonus and/or the National Director Breakout Bonus (as clearly defined within the Plan) for that month. It is the obligation of the Member to ensure compliance by the official deadlines published by OurTAC, in order to qualify for payment of Commissions each month.
4.10. Compliance with Applicable Laws, Regulations, and Codes: Members shall comply with all laws, regulations, and codes that apply to the operation of their Business wherever said business may be conducted. Members shall not directly or indirectly encourage, aid or abet any person to violate any laws, regulations, codes, or term of this Agreement or of any legal jurisdiction under which they attempt to operate their Business. No Member may operate any illegal or unlawful business enterprise, or engage or participate in any deceptive, illegal or unlawful trade practices.
4.11. Member Relationship to OurTAC: Members are Independent contractors. Members shall not state or imply that they are employees, agents or legal representatives of OurTAC, its affiliates, and/or other Members. Members shall not represent or imply, either directly or indirectly, that registration creates an employment relationship between themselves and the Members whom they have sponsored or who have sponsored them.
4.11.1 Member Relationship to OurTAC Vendors: OurTAC contracts with numerous manufacturers, contractors, distributors, affiliates, licensees, etc. (“Vendor”) for the sale of products and services. Members shall not directly interact with nor state or imply that they are employees, agents or legal representatives of any Vendor whose services are offered through OurTAC.
4.11.2 Non-Contact with OurTAC Vendors: Members are specifically precluded from contacting and/or directly interacting with any OurTAC Vendor for as long as their Membership is current and active; and for a two (2) year period following the termination of their relationship with OurTAC. At the sole discretion of OurTAC, any Member who violates this Rule is subject to the immediate termination of their Membership, forfeiture of any Commissions earned but not paid up to the date
of the violation of Rule (4.11.1) and to a civil lawsuit for damages arising from any losses resulting from the unauthorized contact and/or interaction with an OurTAC Vendor.
4.12. Franchises and Territories: Members shall not represent to anyone that there are franchises or exclusive territories available under the Plan or Agreement.
4.13. Enticement to Change Position in the Line of Sponsorship: Under no circumstances shall a Member, directly or indirectly, solicit, assist, attempt to induce or encourage, another Member to request a change in position in the Line of Sponsorship.
4.14. Exporting and Importing: Members shall not export or import products or services offered through or by OurTAC, or knowingly sell to others who import or export such products or services, to or from the United States or its possessions or territories or any other country, regardless of whether or not OurTAC or its affiliates have established operations or is doing business in that country. Nothing in this Rule prohibits Members from personal use or resale within the Region in accordance with the Agreement.
4.15. Activity Outside The Region or Activity Outside The Market Where The Member Is Registered: Members who engage, directly or indirectly, in any activity related to the OurTAC business in a jurisdiction outside of the Region must do so in a manner that complies with the letter and spirit of the applicable laws, regulations, rules, policies and procedures of the OurTAC affiliate in that jurisdiction, regardless of whether they are registered Members in that jurisdiction. Failure to do so shall be a breach of the Agreement.
4.16. Sound Business Practices: Members shall operate their Business in a financially responsible and solvent manner. OurTAC reserves the right to offset bonus payments for amounts a Member owes to OurTAC. If a Member or any Downline Member in his/her Business files a petition for bankruptcy or has bankruptcy proceedings commenced against him or her, or has any assets seized by court order or taken in execution of an unsatisfied judgment debt, the Member must immediately inform OurTAC.
4.16.1. Consumer Products: OurTAC offers its Members access to a variety of products that are typically purchased by individual Consumers. All OurTAC products have an associated training module that provides an understanding of the value, price, basic understanding and delivery of products sold. Members are required to complete all requisite training prior to attempting to place an order for any product offered through OurTAC.
4.16.2. Business-to-Business (“B2B”) Products: In addition to products typically purchased by individual consumers, OurTAC separately offers a series of products and services designed for Small & Medium Businesses (“SMB”) and Enterprise Businesses (multi-location, large and/or publically traded entities). The presentation, sale and delivery of such B2B Products may be highly complex. In order to qualify for the sale of any B2B Product, Members must first be separately accepted by OurTAC for such sales. Acceptance for the sale of B2B Products is not guaranteed and each Member will be separately evaluated for qualification. OurTAC will not unreasonably withhold acceptance and/or certification for any Product, but may do so at its sole discretion. Members who are accepted by OurTAC may be required, for certain B2B Products, to be separately accepted by the associated Vendor. Training and Certification for all Products, including B2B Products, will be provided by OurTAC based on Vendor requirements.
4.16.3. Fundraising: No Member shall use OurTAC products or services in conjunction with any type of fundraising activity outside of a program specifically designed, supported and internally promoted by OurTAC. Fundraising includes the solicitation for the donation of funds or for the
purchase of OurTAC products or services based on the representation that all, or some, of the gains, proceeds, donations, bonuses, and/or profits generated by such sale will benefit a particular group, organization, or cause.
4.16.4. Sponsored Fundraising: OurTAC may introduce the sale of specific products within a Sponsored Fundraising Program that is separate and apart from the Plan. In order to participate in any such program OurTAC Members will be required to separately complete Certification for such a Sponsored Fundraising Program, and any associated Products offered within the Program, through training modules provided by OurTAC. Acceptance into any program that is separate and apart from the Plan is not guaranteed, but will not be unreasonably withheld, and OurTAC reserves the right to refuse certification into any such program at its sole discretion, for any reason whatsoever.
4.16.5. Member Plan Manipulation: Members shall not manipulate the Plan in any way which results in the payment of bonuses, advancement or other recognition that have not been earned in accordance with the terms of the Agreement.
4.17. Personal/Business Information Update: All Members are responsible for communicating any updates or changes to their personal information (e.g., name, address, Email address and telephone numbers, etc.) or business information (e.g., business name, address, email address, telephone numbers, addition/deletion of spouse or life partner, change of business status, etc.) to OurTAC. Failure to do so may cause a delay in the delivery of earned Commissions.
4.18. OurTAC Contact: When the Rules require a Member to contact OurTAC for notice, permission or approval, the Member shall contact the OurTAC Member Support Department by Email at membersupport@OurTAC.com.
7. Presentation of the Plan, Sponsoring and Support
5.1. Inviting: When inviting a Prospect to hear a presentation of the Plan, a Member must make it clear that what is being described or offered is the Plan. Members are required to complete basic Product and Plan training through the OurTAC Member Portal. It is highly recommended that Members use the presentation videos available on the OurTAC home page (www.OurTAC.com) for presentation of the program.
5.2. Describing the Plan: When describing the Plan: (a) a Member’s statements must be truthful, accurate and not misleading; (b) the roles of a balanced business (retail sales, personal use and sponsoring) must be accurately described; and (c) all income representations must be limited to income from the Plan, based on actual experience or from OurTAC-authorized materials, and provide realistic income potential for a prospective Member.
5.3. Required Disclosures: In seeking participation of a Prospect in the Plan, a Member:
5.3.1. Must show each Prospect the presentation videos available to the public on the OurTAC home page (www.OurTAC.com), which is maintained and updated by OurTAC.
5.3.2. Must use only OurTAC-produced materials authorized for use with Prospects under Rule 7 (Business Support Materials).
5.4. Prohibited Sponsoring Practices: In seeking participation of a Prospect in the Plan, a Member:
5.4.1. Must not cite lifestyle examples, e.g., travel, automobile, homes of successful Members, contributions to charitable causes, etc., unless such benefits were actually accrued as the result of building a successful OurTAC Business.
5.4.2. Must not say or imply that a successful Business can be built in the form of a wholesale buying club.
5.4.3. Must not say or imply that there is no requirement for the retail sale or marketing of products by Members.
5.4.4. Must not promote potential tax benefits of the Plan.
5.4.5. Must not require a Prospect to purchase anything not included within the initial Registration and ongoing Monthly Subscription Fees fee specified in the Agreement. The only requirements which a Member can impose upon a Prospect whom he or she is willing to register is that the Prospect shall pay the initial Registration and ongoing monthly Subscription Fees, execute and submit a completed Agreement and submit the same to OurTAC along with the required documentation for tax reporting.
5.4.6. Must not register or sponsor new Members in a way that manipulates the new Member’s position in the Downline.
5.5. Sponsor’s Responsibilities: A sponsor must comply with the following obligations:
5.5.1. Rules Compliance: The sponsor must be a Member in full compliance with the Rules of Conduct.
5.5.2. Access to the Agreement: The sponsor must ensure that all Members whom he or she sponsors have access to and the opportunity to read the Agreement and the Rules of Conduct.
5.5.3. Training and Motivation: The sponsor must be able to train and motivate the Members whom he or she has sponsored with a minimum of assistance from his or her first Upline Sponsor or above. Members may fulfill this obligation through the use of Business Support Materials approved under Rule 7.
5.5.4. Servicing Arrangements: If a Member is unable or unwilling to service Members whom he or she has sponsored with the proper training or motivation, he or she must make arrangements, in writing, with his or her first Upline qualified Sponsor to provide this service, in which case he or she must be willing to compensate that Upline Sponsor for this service. If such a servicing arrangement is used, the new Member may be transferred to the Sponsoring Upline Member, at OurTAC’s sole discretion, so that Bonus Commissions are correctly paid.
5.5.5. Distribution of Commissions and Bonus Commissions: OurTAC will make all Commission payments to its Members directly via an ACH/Direct Deposit and/or Direct Mail agreement as completed at the time of Registration.
5.6. Director Responsibilities: Members who qualify as a Director or above have the following additional responsibilities:
5.6.1. Conduct or provide access to periodic sales meetings for the purpose of training and inspiring Members Downline to the next level (in the case of National Directors this shall include Regional Directors and Directors) and maintain frequent contact with all of the same.
5.6.2. Assure compliance with the Rules of Conduct by Members Downline to the next qualified Director.
5.7. Prohibited Support Practices: Sponsors and Upline Members shall not encourage or require Downline Members, as a condition of receiving assistance in building their Business after registration, to (a) purchase any specified amount of OurTAC or non-OurTAC products or services, or (b) maintain a specified inventory of OurTAC or non-OurTAC products or services.
5.7.1 Prohibited Recruitment: The focus of all OurTAC Members shall be to follow “best practices” in building their OurTAC Business and operating under the terms of the OurTAC Agreement and Plan. No Member shall recruit another and/or prospective OurTAC Member to sell products outside the OurTAC offering; and/or recruit another OurTAC Member to join a separate marketing organization, whether the same be a Multi-Level Marketing (“MLM”); Direct Selling; Cooperative; or any other organization which may be or may become a competitor of OurTAC. Failure to comply with this Rule will result in the immediate cancellation of the offending party’s Membership and forfeiture of any earned Bonuses or Commission not paid up to the date of said Rule violation.
8. Preservation of the Line of Sponsorship
8.1. Confidentiality of the Downline: OurTAC protects the Downline and Downline Information for the benefit of OurTAC and of all Members. OurTAC keeps Downline Information proprietary and confidential and treats it as a trade secret. OurTAC is the exclusive owner of all Downline Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by OurTAC and its Members. Members may use OurTAC’s goodwill and Downline Information solely for the purposes permitted under the Agreement.
6.1.1. Members acknowledge, and agree not to challenge, that: (i) Downline Information is confidential and a valuable trade secret owned by OurTAC; (ii) Downline Information is owned exclusively by OurTAC; and (iii) Members do not own any rights in Downline Information. Members agree not to challenge or interfere with OurTAC’s authority to license or sublicense Downline Information. Members shall not assert or seek any rights or protection of any kind in Downline Information other than those limited rights or protections that may be specifically granted by this Rule.
6.1.2. A Member may use Downline Information solely through the Team Tracker and Team Communicator sections of the OurTAC Toolbox without prior, written permission, which may be expressed through general publication (to all Members) or through a specific writing to one or more Members. Any permission granted by OurTAC shall constitute a limited non-exclusive, non-transferable, and revocable license by OurTAC for a Member to use Downline Information only as necessary to facilitate his or her Business as permitted under these Rules of Conduct. OurTAC reserves the right to deny or revoke any such license, upon reasonable notice to the Member stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of OurTAC, such is necessary to protect the confidentiality or value of Downline Information.
6.1.3. All Members shall maintain Downline Information in strictest confidence, and shall take all reasonable steps and appropriate measures to safeguard Downline Information and maintain the confidentiality thereof. A Member shall not compile, organize, access, create lists of or otherwise use or disclose Downline Information except as specifically authorized by OurTAC in writing. A Member also shall not disclose Downline Information to any third party, or use Downline
Information in connection with any other businesses or to compete, directly or indirectly, with OurTAC.
6.1.4. A Member shall promptly return any and all Downline Information to OurTAC upon resignation or termination of his/her Membership and shall immediately discontinue any further use thereof.
6.1.5. Every Member acknowledges that use or disclosure of Downline Information, other than as authorized by OurTAC, will cause significant and irreparable harm to OurTAC, warranting an award of injunctive relief, including a temporary restraining order and/or a preliminary injunction, specific performance, and damages including costs, attorneys’ fees, and disgorgement of all profits made as a result of such unauthorized use or disclosure.
6.1.6. A Member’s obligations under this Rule 6.1 shall survive and remain enforceable following the voluntary or involuntary resignation, non-renewal, or termination of that Member’s Business.
6.2. Non-Competition and Non-Solicitation:
6.2.1. Non-Competition (current Members): Every Member agrees not to own, manage, operate, consult for, serve in a Key Position in, or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by OurTAC.
6.2.2. Non-Solicitation (current Members): Every Member agrees that he or she will not, on his or her own behalf or on behalf of any person or entity, directly or indirectly, encourage, solicit, or otherwise attempt to recruit or persuade (i) any Member or (ii) any person who has been a Member within the past two calendar years, to own, manage, operate, consult for, serve in a Key Position in, or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by OurTAC.
6.2.3. Non-Competition (former Members): Every Member agrees that, during the twenty-four-month period following the resignation, non-renewal, or termination of that Member’s Business, he or she shall not own, manage, operate, consult for, serve in a Key Position in, or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by OurTAC.
6.2.4. Non-Solicitation (former Members): Every Member agrees that, during the twenty-four-month period following the resignation, non-renewal, or termination of that Member’s Business, he or she shall not, on his or her own behalf or on behalf of any person or entity, directly or indirectly, encourage, solicit, or otherwise attempt to recruit or persuade (i) any Member or (ii) any person who has been a Member within the past two calendar years, to own, manage, operate, consult for, serve in a Key Position in, or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by OurTAC.
6.2.5. The time periods in Rules 6.2.3 and 6.2.4 above shall be extended by any period of time during which the former Member is in violation of the applicable Rule.
6.2.6. The geographic scope of Rules 6.2.1, 6.2.2, 6.2.3 and 6.2.4 is the Region.
6.2.7. All Members agree that these Rules are reasonable in both time and geographic scope.
6.2.8. For purposes of this Rule 6.2, “Key Position” means an owner, employee, agent, or independent contractor who contributes to the profitability of his or her new business or who is in a position to receive benefit or competitive advantage from his or her new business by virtue of his or her access to Downline Information.
6.2.9. Nothing in this Rule 6.2 restricts the sale or distribution of privately developed Business Support Materials in accordance with Rule 7 and Rule 6.3.
6.2.10. Nothing in this Rule 6.2 restricts competition between Members (a) in the sale of products or services offered through or by OurTAC to Customers or (b) in the registration of new Members or Customers.
6.2.11. Every Member acknowledges that this Rule 6.2 protects the reasonable competitive business interests of OurTAC and its Members, and that a violation of any subsection of this Rule 6.2 will cause significant and irreparable harm to Members and OurTAC, warranting an award of injunctive relief, including a temporary restraining order and/or a preliminary injunction, specific performance, and damages including costs, attorneys’ fees, and disgorgement of all profits made as a result of such violation.
6.2.12. Except for obligations under Rule 6.2.1 and Rule 6.2.2, a Member’s obligations under this Rule 6.2 shall survive and remain enforceable following the voluntary or involuntary resignation, non-renewal, or termination of that Member’s Business.
6.3. Other Business Activities: Except as provided in Rule 6.2, Members may engage in other business ventures, including other selling activities, involving products, services, or business opportunities. However, Members may not take advantage of their knowledge of or association with other Members whom they did not personally register, including their knowledge resulting from or relating to Line of Sponsorship Information, in order to promote and expand such other business ventures.
6.3.1. Every Member agrees not to solicit, directly or indirectly, other Members whom he or she did not personally sponsor in order to sell, offer to sell, or promote other products, services, business opportunities, investments, securities, or loans not offered through or by OurTAC. Every Member agrees not to sell, offer to sell, or promote any other business opportunities, products, or services in connection with the Plan. Nothing in this Rule 6.3 restricts the sale or distribution of Business Support Materials in accordance with Rule 7.
6.3.2. Nothing in this Rule 6.3 restricts, for example, a Member regularly engaged in the operation of a service station, auto dealership, retail establishment, salon, or a professional service (e.g., law, medicine, dentistry, or accounting) from serving customers who are Members and who have sought them out. But a Member shall not actively solicit the patronage of other Members based on knowledge or information gained as a result of being a Member.
6.4. Approval of Certain Agreement Changes: The sale of an ownership interest in a Business, transferring a Business, merging Businesses, separating or dividing a Business, or assignment of any rights or obligations under an Agreement require express approval of OurTAC in writing. None of the foregoing may be used to manipulate the Line of Sponsorship.
6.5. Individual Transfers: An individual transfer involves the transfer of a Member without any Downline Members. Any Member who wants to change his or her sponsor must submit a written request to OurTAC accompanied by (1) a written release signed by all the Members Upline in the Line of Sponsorship up to and including the first qualified Director, (2) a written acceptance from the new Member Sponsor and new Upline Director, and (3) a statement indicating the business reason for the transfer request. Upon OurTAC’s express approval in writing of the request, the written acceptance from the new sponsor and Upline Director confirms that they will incur all responsibilities of the transferring Member.
6.6. Group Transfers: A group transfer involves the transfer of a Member with one or more Downline Members.
6.6.1. A Member who wishes to transfer to a different sponsor with one or more Downline Members may do so only with the express approval of OurTAC in writing. In addition, a Member must submit a written request to OurTAC accompanied by (a) written consent from all Members Upline in the Line of Sponsorship up to and including the first qualified Director, and also the first qualified Regional Director, (b) written consent of all Members whom the transferring Member wishes to transfer with him or her, (c) written consent by the new sponsor and his/her Upline qualified Director to which the requesting Member wants to be transferred, and (d) a statement indicating the business reason for the transfer request.
6.6.2. No Member currently qualified as a Director or above can be transferred with Downline Members under this Rule.
6.7. Six-Month Inactivity: A Member who wishes to transfer to a different Sponsor but is unable to obtain the necessary consents may not register under a new sponsor until the Member has terminated his or her Agreement or failed to renew and has been inactive for a period of 6 months or longer. Following the lapse of the inactive period, the former Member may register as a new Member under a new sponsor.
6.7.1. During a period of suspension of his/her Membership, for any reason whatsoever, a person shall not conduct any of the activities of an OurTAC Member under his/her name, or in the name of another person or Business.
6.7.2. The following shall not interrupt the running of the six-month inactivity period: (a) procuring and/or submitting a written request for transfer; (b) filing an application for an informal or formal conciliation; (c) operating an OurTAC-affiliated business in any other Region in which an OurTAC affiliate conducts business; (d) directing an inquiry to OurTAC as to the status of his or her Business; or (e) purchasing OurTAC products or services as a Customer.
6.7.3. Two-Year Inactivity (Registering): A Member who transfers to a new sponsor, or who following 6 months of inactivity applies for registration under a different sponsor, may not register Downline from any Member who was previously Upline or Downline to him/her in the Line of Sponsorship up to and down to the first qualified Director unless at least two years have elapsed since the termination or expiration of his/her Business.
6.7.4. Two-Year Inactivity (Sponsoring): A Member who transfers to, or who registers under, a different Sponsor following 6 months of inactivity, shall have no right to sponsor any Member who was previously Upline or Downline to him or her in the Line of Sponsorship up to and down to the first qualified Director, unless at least two years have elapsed since the termination or expiration of the sponsored Business.
6.7.5. Two-Year Inactivity (Joining an existing Business): Former Members may not be added to an existing Business for a period of 24 months following the termination or expiration of their Agreement.
6.8. Sale of a Business: A Member who owns and operates a Business may sell his or her ownership interest in such Business only to another Member who is in compliance with the Rules of Conduct, and who has the sufficient skills, experience, judgment and resources to operate the Business, as reasonably determined by OurTAC. OurTAC requires that specific terms of sale be included in any sales agreement. Such terms and a sample sales agreement may be obtained from OurTAC. An OurTAC Business may be sold only with the express approval of OurTAC in writing. Approval of the sale of a Business is at OurTAC’s sole discretion, however such approval will not be unreasonably withheld as long as all parties involved in the proposed sale are in full compliance of the Rules.
6.8.1. In order to preserve the Line of Sponsorship, the selling Member must offer his or her Business in the order of priority stated below, and the Member(s) interested in purchasing the Business must meet all of the terms and conditions set forth in these Rules.
6.8.1.1. the first option to purchase belongs to the selling Member’s Original Sponsor, who retains the right to acquire the Business throughout the negotiations to sell the Business by meeting the price and conditions of any bona fide offer received by and deemed acceptable to the selling Member;
6.8.1.2. the second option to purchase belongs to the selling Member’s National Director so long as the first option has not been exercised. In the event the selling Member has no National Director, the Regional Director retains the right to acquire the Business throughout the negotiations to sell the Business by meeting the price and conditions of any bona fide offer received by and deemed acceptable by the selling Member;
6.8.1.3. the third option, exercisable so long as the first or second options above have not been exercised, belongs to any one of the selling Member’s personally registered Members;
6.8.1.4. the fourth option, exercisable so long as the first, second, or third options above have not been exercised, belongs to any qualified Director or above either up or down the Line of Sponsorship from the selling Member to the next qualified National Director;
6.8.1.5. the final option, exercisable so long as the first, second, third or fourth options above have not been exercised, belongs to any Member in good standing.
6.8.2. If OurTAC operates a Business (no Upline), and has entered into a servicing agreement with a Member to manage the Business, OurTAC shall have the option of selling the Business to the servicing Member.
6.8.3. When a Business is sold, it will remain in its same position in the Line of Sponsorship.
6.9. Mergers and Combinations of Businesses: Mergers of Businesses resulting from failure to pay Monthly Subscription Fees, termination, resignation, death (with no designation of succession by heirs) or some involuntary event or cause beyond the control of any of the owners, are permitted, only with the express approval of OurTAC in writing.
6.10. Two Businesses Rule: A Member may own or have an ownership interest in only one Business except: (a) where two Members marry; (b) where an existing Business purchases another Business pursuant to Rule 6.8; or (c) where the Business is, or will be, passed on to a deceased person’s spouse, heirs, or other beneficiary in accordance with Rule 3.10.
6.11. Parent-Child Integration: Members who are parents and children may integrate their respective Businesses, provided that they submit a written request to OurTAC and meet the following:
6.11.1. the child(ren) must be at least eighteen (18) years of age and personally registered by the parents; or the parents must be personally registered by the child(ren);
6.11.2. the parent’s Business and the child’s (children’s) Business must have operated as a separate Business for not less than 2 years by date of implementation;
6.11.3. the parent and the child(ren) shall be qualified at the level of Director or above as of the implementation date;
6.11.4. in the event that the parent(s) or the child(ren) are deceased or are not mentally or physically capable of running the Business before conditions 6.11.2 and 6.11.3 above have occurred, the child(ren) or parent(s) inheriting the Business shall have the right to integrate the separate Businesses in accordance with this Rule;
6.11.5. provided the above conditions will be met no later than the implementation date, the Member may have an attorney review such request and provide OurTAC with a recommendation. OurTAC may or may not, at its sole discretion, approve the request in light of such recommendation and the goals, objectives, and benefits of the Plan.
6.11.6. upon express approval of OurTAC in writing of the request for integration or de-integration, implementation shall be as of midnight at the beginning of the following New Year (January 1st).
6.12. Divorce, Separation, or Other Dissolution of a Legal Entity: Members who become involved in an action for divorce, separation of marital property, or the dissolution of a legal entity formed under Rule 3.3, must continue to conduct themselves in compliance with the Rules of Conduct.
6.12.1. During the pendency of a divorce, separation of marital property or dissolution of a legal entity, the Members must adopt one of the following methods of operation: (a) the Members continue to operate the Business jointly on a “business-as-usual” basis; (b) one or more Members relinquishes his or her right and interest in the Business; (c) the Members may agree on a third party to operate the Business, subject to express approval of OurTAC in writing; or (d) if the Members cannot agree on a third party, OurTAC shall appoint a third party to act as a receiver during the pendency of the divorce or dissolution if OurTAC determines that such an appointment is necessary to prevent a negative impact on the business. It is understood and agreed that any and all costs incurred by OurTAC in support of the continuation of a Member(s) Business within this section, shall be solely borne by the Member(s).
6.12.2. After a Final Decree or Judgment of Divorce, a Final Separation Agreement or other domestic contract that contains a legally enforceable Property Settlement or Division of Assets that addresses their Business, or after a final dissolution of a legal entity, Members may: (a) agree to continue to operate their Business in the form of a partnership or other legal entity permitted under Rule 3.3; or (b) agree that one Member may relinquish all rights in the original Business to the
other Member(s), at which time the withdrawing Member is free to immediately register under any sponsor.
6.12.3. Members below the level of qualified Director level may not divide their Business in the case of a divorce, separation of marital property or other dissolution.
6.12.4. Members who are qualified at the Director level or above may divide their Business with one Member maintaining all Downline “legs” recognized by OurTAC as a 25% Sponsor or above within the past one year (“qualified legs”), and the other Member(s) maintaining all, some, or none of the remaining legs (“non-qualified legs”). The Member maintaining the qualified legs will be registered by the Member(s) not maintaining the qualified legs of the original Business. In order to divide their Business, the Members must sign a written request, accompanied by the written consent of all Members below the level of 25% Sponsor stating with whom they wish to work. Such request must be accompanied by a written release signed by the first Member qualified at the Platinum level and the first qualified Regional Director. OurTAC will then notify the first qualified Upline National Director of the request and will allow 15 days for comment. All changes to the Line of Sponsorship pursuant to this Rule are subject to express approval of OurTAC in writing.
6.12.5. Qualified Regional Directors or above at the time of divorce, separation of marital property or dissolution may divide their Business, thereby creating two separate Businesses, one of which is sponsored by the other, in which case a “phantom Business” will be imposed over their separate Businesses. Under the “phantom Business” arrangement, regardless of how the parties may split their Business, their separate Businesses will be considered a single Business for purposes of determining Bonuses to be paid to Upline Members. The parties will function as two separate Members so far as they, their respective Businesses, and their respective sponsored Members are concerned. The Business of one Member is not permitted to earn Bonuses on the volume of the Business of the other Member. Even though the original Business is divided into two separate Businesses, OurTAC may, if the Members request, recognize both newly created Businesses as a single entity for purposes of determining Bonuses. Thus, the “phantom Business” arrangement continues the previously existing Business for purposes of calculating and paying higher award level Bonuses to the Members of the original Business. If one Member registers another Member of the original Business, the Downline sponsored Member of a National Director may count as a qualifying “leg” for recognition purposes only. OurTAC will issue all Bonus payments in the joint names of the Members of the original Business, leaving it to them to determine how the funds are to be divided. Whenever a Regional Director or above Business is divided, the Members of the original Business may rely on their former levels to meet the requisite levels for qualification for advancement and to invitation to OurTAC-sponsored events for one fiscal year following the fiscal year in which the divorce, separation or marital property or other dissolution occurred. Once a Business has been divided into two Businesses, the new Businesses will no longer be considered as a single combined Business for purposes of future higher advancement and/or recognition, but each separate Business must thereafter qualify on its own. To effect a division of the Business and to permit the Members to operate separate Businesses, the Members must file a certified copy of the Final Decree or Judgment of Divorce, a Final Separation Agreement or other domestic contract that contains a legally enforceable Property Settlement or Division of Assets that addresses their Business, or a final Dissolution Agreement, and any additional documents requested by OurTAC.
6.13. Disposition of a Business: If a Member resigns, fails to pay his/her Monthly Subscription Fee, terminates his or her Business, dies without transferring the Business, or is terminated by OurTAC, OurTAC shall, at its sole discretion, decide the future of the Business in accordance with these Rules.
7. Support Materials Support Materials as used in these Rules means all products and services (including but not limited to business aids, books, magazines, flip charts, and other printed material, online literature, internet websites, advertising, audio, video or digital media, rallies, meetings, and educational seminars, and other types of materials and services) that are (i) designed to solicit and/or educate Prospects, Customers, or prospective Customers of OurTAC products or services, or to support, train, motivate, and/or educate Members, or (ii) incorporate or Use one or more of the Marks or Copyrighted Works of OurTAC, or (iii) are otherwise offered with an explicit or implied sense of affiliation, connection, or association with OurTAC. Unless otherwise specified in writing, Members acknowledge that nothing in this Rule, or in any other Rule, shall be construed or interpreted as a license or other permission to incorporate any Downline Information into any Support Material.
7.1. General Rules on Support Materials
7.1.1. No Member may record an OurTAC presentation without the prior, specific written consent of OurTAC. A Member may make a single recording of the talks or presentations made by non-OurTAC employees at any OurTAC-sponsored meeting, provided the recording is for their personal use and is not reproduced for any purpose. Any violation of this Rule will subject the associated Member(s) to immediate termination of their Agreement with OurTAC and to forfeiture of any earned Commissions as of the date of the infraction.
7.1.2 no Member shall “post” or “publish” any material, presentation or representation of OurTAC or any of its Vendors, in any media or format whatsoever, without the prior, express and written consent of OurTAC.
7.1.3. Although the specific content of live seminars, events, business meetings, or other similar Support Materials must comply with Quality Assurance standards, such Support Materials do not require prior authorization from OurTAC unless or until the content is reduced to a fixed media (such as in print, audio, or video) for use with Members or Prospects.
7.1.7. Members may organize seminars, events, or business meetings for other and prospective Members consistent with their training obligations as sponsors or Directors.
7.2. Use of Support Materials with Authorization from an Vendor
7.2.1. “Vendor” means any supplier authorized by OurTAC to provide Support Materials to Members or use Support Materials with Prospects, pursuant to this Rule.
7.2.2. Sales Materials offered by an OurTAC Vendor will be distributed by OurTAC to its Members. No Member shall directly contact an OurTAC Vendor for any reason whatsoever.
8. Marks and Copyrighted Works OurTAC’s Marks and Copyrighted Works are important and valuable business assets of OurTAC. The Marks help identify the source and reputation of OurTAC’s products and services worldwide and distinguish them from those of competitors. OurTAC makes commercially reasonable efforts to protect the Marks from improper use, including through the Rules of Conduct, accreditation of Vendors, and a corporate identity program that requires the correct and consistent use of the Marks, both in appearance and substance.
8.1. Use of Marks and Copyrighted Works: A Member may Use OurTAC’s Marks and Copyrighted Works only with OurTAC’s prior written permission, which may be expressed through general publication (to all Members) or through a specific writing to one or more Members. Without limitation, OurTAC may require conformity with specifications, may require that materials that Use
OurTAC’s Marks and/or Copyrighted Works be sourced from OurTAC or an OurTAC-approved supplier, and may otherwise condition Use of its Marks and Copyrighted Works. Any permission granted by OurTAC shall constitute a limited, non-exclusive, nontransferable and revocable license to Use such Marks and Copyrighted Works solely in connection with the OurTAC business in the Region. Subject to conditions and specifications published or specifically provided in writing from time to time, the Marks and Copyrighted Works may be Used only on: (a) exterior and interior office signs; (b) all forms of vehicle signs; (c) telephone listings; (d) promotional literature; (e) stationary; and (f) business cards. Other proposed Uses will be considered upon request. Without limitation, OurTAC will not authorize a Member to use the Marks on imprinted checks.
9. Complying With the Agreement (Remedies for Breach)
Complying with the Agreement is essential for preserving a strong and viable business for Members and OurTAC. Members and OurTAC each have rights and responsibilities in case of a breach of the Agreement.
9.1. OurTAC’s Rights and Responsibilities: When OurTAC detects a potential breach of the Agreement, it will first investigate as appropriate. Before taking enforcement action, OurTAC shall attempt to contact the Member in an effort to resolve the issue. If the communication does not resolve the issue, OurTAC may take any enforcement action authorized by the Agreement including, but not limited to, one or any combination of the following:
9.1.1. A written warning to a Member, and/or Upline or Downline Members in the Line of Sponsorship.
9.1.2. Retraining a Member, and/or Upline or Downline Members in the Line of Sponsorship.
9.1.3. Suspending the rights and privileges of a Member for a specified period of time, or until certain conditions have been satisfied.
9.1.4. Withdrawing or denying an award, trip, advancement, recognition or other incentive.
9.1.5. Withholding any Direct and/or Bonus Commission payments.
9.1.6. Compensatory remedies, as applicable.
9.1.7. Transferring a Member or a group of Members.
9.1.8. Terminating an Agreement: If a Member elects to challenge any action taken by OurTAC under this Rule, the Member shall submit the issue to the Dispute Resolution Procedures described in Rule 11.
9.2. Member Rights and Responsibilities: If a Member believes that another Member has breached the Agreement, the Member first should contact the Member in question in an effort to resolve the issue. If a Member believes that OurTAC has breached the Agreement, the Member first shall contact OurTAC in an effort to resolve the issue. If discussion with either a Member or OurTAC does not resolve the issue, the Member should file a written complaint with OurTAC. The complaint should explain the issue in as much detail as possible, and include all supporting documents. OurTAC will investigate as appropriate, and take enforcement or corrective action under the Agreement, if necessary. If any issue remains unresolved, it shall be submitted to the Dispute Resolution Procedures described in Rule 11.
9.2.1. A Member who elects to challenge the validity of a Rule or other term of the Agreement shall first contact OurTAC in an effort to resolve the issue. If the Member is not satisfied with OurTAC’s response, the dispute shall be resolved in Arbitration under Rule 11.5.
9.3. Duty To Cooperate: All Members are required to respond to inquiries and otherwise cooperate in a timely fashion with any investigation conducted by OurTAC. Failure to respond to inquiries or to otherwise cooperate in a timely fashion is a breach of the Agreement and may result in OurTAC taking action against the Business.
9.4. Non-Waiver: The failure of OurTAC or any Member to enforce any breach of any provision of the Agreement shall not constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision of the Agreement.
10. Modification of the Agreement: OurTAC may modify this Agreement in accordance with the following procedures.
10.1. Any changes to Rule 11 require mutual agreement of the affected Members and OurTAC. For all other Rules, final decision making authority on amendments to the Agreement rests with OurTAC. OurTAC will, prior to final action, submit provide a forum for discussion, evaluation, and recommendation of any and all proposed changes in the Agreement that materially affect Members.
10.2. OurTAC will notify Members of the proposed changes subject to Rule 10.1 by making them available to review by logging on to www.OurTAC.com and solicit comments from Members concerning the proposed changes. OurTAC will consider any comments submitted during the 30 days following such notice. The proposed changes shall become effective 15 days after the end of the comment period, unless OurTAC makes further modifications, after consultation with the affected Members (and agreement in the case of Rule 11). OurTAC shall provide notice of any such further modifications on www.OurTAC.com 15 days prior to the effective date of such further modifications. These time periods may be shortened when it is necessary for a particular change to comply with a new law or other government mandate, to protect Members from serious financial harm, or to protect the integrity of the Plan. Rule changes have prospective effect only.
10.3. Prior to the effective date of any proposed Rule change, any Member who is unwilling to accept a Rule change can, if he or she wishes, provide notice of his/her intent to resign from the OurTAC business on the effective date of the Rule change. Unless the proposed Rule change is withdrawn, the Member’s resignation will become effective, and OurTAC will refund a pro rata share of the Member’s initial registration and/or renewal fee for that month only. The resigning Member may also choose to sell his or her Business in accordance with Rule 6.8. Otherwise it is understood and agreed that the payment of Commissions, Bonuses or any other compensation is restricted to Members who are active and remain in good standing.
11. Dispute Resolution Procedures Disputes arising out of or relating to a Business, the Plan or the Agreement, as well as disputes involving Business Support Materials (“Disputes”) shall be resolved in accordance with this Rule. The dispute resolution procedures in this Rule apply to Disputes involving the following parties: (1) a Member, a former Member, or any such Member’s officers, directors, agents, or employees; (2) OurTAC, and any parent, subsidiary, affiliate, predecessor, or successor thereof, or any of their officers, directors, agents, or employees; and (3) a Vendor or its officers, directors, agents, or employees (the “Party” or “Parties”). Rule 11 is reciprocal and applies to all of the Parties. The only exception is when the claim made by a Member or OurTAC is for a debt on account for product or services offered through or by OurTAC to or on behalf of the Member; the only Parties to that claim are OurTAC and/or the Member; and
the total value of the claim is less than $10,000.00. In such cases the Member or OurTAC may elect to pursue the claim in any court of competent jurisdiction including small claims court. In all other cases the Parties will resolve the dispute as provided for under these Rules, up to and including binding arbitration if necessary.
11.1. Amendment Only With Affected Member(s) Consent: This Rule 11 and its subparts shall be amended only by mutual agreement between OurTAC and the affected Member(s), and such amendments shall not be retroactively applied to any dispute known to OurTAC or the affected Members(s) at the time of amendment.
11.2. Temporary or Preliminary Injunctive Relief: Nothing in these Rules prevents OurTAC, a Member, Vendor or any other one of the Parties from seeking temporary or preliminary injunctive or other relief from a court of competent jurisdiction, notwithstanding the Parties’ obligation to participate in Conciliation or Arbitration under Rule 11.
11.3. Confidentiality: The Parties, when involved in the dispute resolution process in any manner, will not disclose to any other person not directly involved in the dispute resolution process: (a) the substance of, or basis for, the Dispute; (b) the content of any testimony or other information obtained through the dispute resolution process; or (c) the resolution (whether voluntary or not) of any matter that is subject to the dispute resolution process. However, nothing in these Rules shall preclude any one of the Parties from, in good faith, investigating a claim or defense, including interviewing witnesses and otherwise engaging in discovery.
11.4. Conciliation: The Conciliation procedures are designed to resolve disputes efficiently in a non-confrontational setting, through education, mediation, and conciliation. The Conciliation requirement is reciprocal and applies to all Parties. The Party first seeking resolution shall commence Conciliation by providing a Request for Conciliation by Certified Mail, Return Receipt Requested, to the other affected Parties and, as in any Dispute, to the OurTAC Business Conduct and Rules Department by Email (membersidsputes@OurTAC.com). Members are encouraged to retain “Delivery” and “Read” receipts for any Email communication to OurTAC. In cases where any Member will be involved in the Conciliation, a copy of the Request for Conciliation will also be given to the Member.
11.4.1. Mediation: The first step in Conciliation is non-binding mediation. An OurTAC corporate employee will serve as mediator (“Business Mediator”).
11.4.1.1. In cases where a Vendor is not a Party to a dispute an OurTAC corporate employee will serve as neutral mediator. If this is not acceptable to all parties OurTAC will provide a list of possible mediators, but the Parties are not obligated to agree to any mediator on that list.
11.4.1.2. In cases where a Vendor is a Party, the dispute will be mediated by an independent neutral mediator acceptable to all Parties, unless all of the Parties involved in the dispute stipulate to informal conciliation with an OurTAC corporate employee acting as Business Mediator. OurTAC can provide a list of possible mediators, but the Parties are not obligated to agree to any mediator on that list.
11.4.1.3. In all instances where the Parties cannot agree on a mediator within ten business days of receiving the Request for Conciliation form, they authorize OurTAC to request the American Arbitration Association (AAA) to select a mediator as outlined in Section 18 (ARBITRATION AND CLASS ACTION WAIVER) of the OurTAC Membership Agreement.
Appendix C - Credit Card Recurring Payment Authorization Form
Your monthly subscription payment will be automatically charged to your credit card. By agreeing to the Terms of this Agreement you acknowledge your willingness to have OurTAC automatically bill your registered credit card each month.
Here’s How Recurring Payments Work:
You authorize regularly scheduled charges to your Visa, MasterCard or American Express card. You will be charged each billing period for the total amount due for that period. A receipt will be E-mailed to you and the charge will appear on your credit card statement. You agree that no prior notification will be provided if the total payment is under $103.00 ($100 Subscription Fee + 3% Merchant Service Fee). If your bill is more than that amount, or the payment date changes, you will receive notice from us at least thirty (30) days prior to the payment being collected.
By agreeing to the Terms of this Membership Agreement you provide OurTAC the following authorization:
I, hereby authorize OurTAC, Inc. (“OurTAC”) to charge my credit card indicated below no later than the 1st business day of each month for payment of my access to the OurTAC Member Portal. I agree to be billed in advance for each month of my Membership. I agree that my initial payment will be billed at the rate of $3.33 for each day remaining in the month of my initial registration, exclusive of the date of registration, and that a 3% merchant service fee will be added to my initial payment.
I understand that the ongoing, monthly billing for my Membership is $103.00, including all fees. I agree that I will only receive advance notice of this monthly recurring charge if it exceeds $103.00.
I agree that the registered information I provide OurTAC within my Membership Application and through their standard registration process will be sufficient authorization for this regular and ongoing billing to my credit card.
I agree and understand that I am required to separately complete and execute a credit card authorization form and submit the same as required documentation for completion of my registration into the OurTAC program.
I authorize OurTAC, Inc. to charge the credit card indicated in my final authorization form according to the terms outlined within this Membership Agreement. If the above noted payment dates fall on a weekend or holiday, I understand that the payments may be executed on the prior and/or next business day. I understand that this authorization will remain in effect through the term noted above and thereafter until I cancel it in writing according to the terms of this Agreement. I agree to notify OurTAC, Inc. in writing of any changes in my account information or termination of this authorization at least thirty (30) days prior to the next billing date. This payment authorization is for the type of bill indicated in my final authorization form. I certify that I am an authorized user of this registered credit card and that I will not dispute the scheduled payments with my credit card company provided the transactions correspond to the terms in this authorization form.
Full Name Listed on Card: (Field)
Card: Type: (Pull-Down) Card Number: (Field) Expiration: (Field) CSV: (Field)