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Terms & Conditions

General Terms and Conditions

1. Introduction

1.1. These General Terms and Conditions (hereinafter referred to as: “Terms of use”, “Terms of Service”, “Terms”, “Agreement”) govern your usage of our ASCIRA software product and platform and/or other related products (including ASCIRA Academy) (hereinafter, “Service”). By using the Service you confirm your acceptance of these Terms of use in full. If you disagree with the Terms of use or any part of them, you must not use this Service. Therefore, you must agree with and accept all the Terms before using ASCIRA. You should ensure you fully understand such risks before entering into this Agreement with Us.

1.2. As used throughout these Terms and Conditions, the “IMA Agreement” collectively refers to the ASCIRA Independent Marketing Associate Agreement annexed to this Agreement, which hereby incorporates by reference the Policies and Procedures, ASCIRA Compensation Plan, Annexes to this Agreement and any other document incorporated by reference in the aforesaid. These documents, in their current form, and as may be amended by ASCIRA at its sole discretion from time to time, constitute the entire contract between ASCIRA and the ASCIRA Independent Marketing Associate (which may also be referred to as “IMA”). No other representation, promise, or agreement shall be binding on the parties unless in writing and signed by an authorized officer of ASCIRA.

1.3. We offer online services through our website vms.ascira.com (the “Website”). Our software enables you to access the Service which facilitates business operations based on the MLM business model, under which the Member may mediate in the sale of ASCIRA Goods/Services available under ASCIRA from the Service or their Members to establish new business contacts.

1.4. The Service provides the Member with free administrative back-up facilities to conduct their activities on the Service, which enables them to use the services, in particular including dedicated business tools to create and control the development of the Distribution Structure and the amount of Remuneration received. 

2. Definitions

2.1. The terms “us”, “we”,  “ASCIRA”, “Company” or “our” refer to ATID PTE. LTD, registry code: 201933439N, address: 68 Circular Road, #02-01, 049422, Singapore.

ASCIRA uses the services of the following partners to provide transactions:

  1. GLOBAL SOLUTION SUPPORT LLC - registry number: 43570379, address: 79071, Ukraine, Lviv, Kulparkivska street, b. 200a, that acts as a commercial agent under the commercial agency agreement. We use this partner in order to perform our obligations before Members.

2.2. The terms “Member”, “you” refers to an individual who has reached the age of consent under the law of the country of the individual's residence and is over 18 years of age, or a legal entity, registered under the laws of the country of residence (in all cases, the Member must have full legal capacity), which is authorized for the use of the Service.

2.3. Content - all text, information, graphics, audio, video and/or other data that is used or/and offered in the Service.

2.4. The term “Free Member” refers to a Member who creates a free account with the Service. The Free Member does not have any purchasing requirements or other obligations.

2.5. The term “Independent Marketing Associate” (hereinafter “IMA”) refers to a Member that acts as an intermediary between the Company and potential new Members or other Independent Marketing Associates.

2.6. The term “Registration” refers to an activity performed as part of the Service, consisting in setting up an Account and defining login and password, and other registration fields, according to a specified purpose.

2.7. The term “MLM Business” refers to running a business through building Member’s personal structures of other people on the basis of which the creator of the structure receives bonuses in the amount and on the terms specified in these Terms.

2.8. The term “Reflink” refers to a Member’s mark in the form of a sequence of characters, thanks to which the Service is able to identify individual transactions in the network as concluded by a given Member to whom the Reflink is assigned.

2.9. The term “Distribution Structure” refers to a system of connections between Members, resulting from the fact of recommending the goods/services to other Members of the Service. 

2.10. The term “Level” refers to the determination of the position of the Member as part of the MLM Distribution Structure with respect to the Member creating a given Structure.

2.11. The term “Remuneration” refers to profits obtained by the Member for intermediating in the purchase of ASCIRA goods/services between Members as part of the Distribution Structure and the Service. The condition for the Member to be entitled to receive the Remuneration is to meet the Member’s Personal Activity Requirement and for the structure built by him to obtain a structure turnover.

3. Registration and account

3.1. The Member may register as an Independent Marketing Associate or a Free Member.

3.2. The Member may register as an Independent Marketing Associate using a Reflink.

3.3. The Member may only be a person who, on his own behalf and at his own risk, conducts business or professional activities in accordance with the law of the Member’s country of residence.

3.4. In order to register, Members must provide true and valid information about themselves. The Member may not use the name of another person, a name that is offensive, derogatory, or that infringes another’s intellectual property rights, or otherwise violates these Terms. Under its right of contract, we maintain the right to decline the application if the Member provides false or inaccurate information.

3.5. If a Member is a legal entity, its representative must have valid legal authority to represent that entity. We do not accept initial applications from business entities. Once a personal application is accepted, a Member will have the option to add a business entity to the account pursuant to the Policies and Procedures.

3.6. Members are solely responsible for any activity on their accounts. Logins and passwords are confidential information of Members. If a third party obtains information about a Member’s account, that Member shall be solely responsible for all possible consequences.

3.7. Members are solely and fully responsible for the downloaded content of their account. Further, Members are fully responsible for content downloaded by other Members to their accounts. By using any information on your account, you confirm that (i) you have all the necessary rights to use this information in such a way, and that (ii) it does not violate the rights of any third party.

3.8. It is the Member’s responsibility to notify us immediately of any unauthorized access to, or use of, a Member’s account or password, or any other breach of security. If you ever find out or suspect that someone accesses your account without authorization, you must inform us immediately. We shall not be held liable for any loss and/or damage arising from any failure to comply with these provisions.

3.9. We reserve the right to request a Member to produce documents confirming business activity within 10 business days from the date of receipt of an e-mail to the mailbox address provided at Registration. Documents should be sent in the form of a scan to the e-mail address indicated by the Service Provider in the above-mentioned message.

3.10. Before the first payment of the Remuneration, the Member shall be required to send us a scan of their ID card and/or passport in order to confirm the data provided at the time of account registration. ASCIRA declares that it is not possible to pay Remuneration from various accounts registered with the same data by the same Member.

3.11. The Member bears full responsibility for the legality and correctness of data provided during registration.

3.12. Providing false data deliberately and/or with the intention of fraud may result in civil proceedings being brought before a court, or criminal liability. In this case, we also reserve the right to block and/or terminate the account of any Members who deliberately and/or fraudulently provided false data, and immediately terminate this agreement for use in extraordinary mode and refuse any payments.

3.13. The Member is obliged to immediately notify us of any changes to their data, in particular to their e-mail address. We are not liable for any damage caused to the Member in connection with the lack of data updating.

3.14. The Member is obliged not to disclose to third parties data enabling access to the Member’s account. Use of the Member’s account by third parties constitutes a valid reason to block access to the Service or for the suspension or termination of the Member’s account with the Service, and does not require a prior warning. Members are obliged to promptly inform us  of any unlawful use of their Account.

3.15. We reserve the right to accept or reject any applicant and are under no obligation to offer any reason for rejection. We are under no obligation to notify an applicant of an incomplete or faulty application. 

3.16. Each Member may create only one account. In the case of any suspicions of breaching this clause, we reserve a right to check any Member's activities relevant to creating account(s), require additional information about that activities and/or block Member's account until our pending resolution. In this case, we also reserve the right to block and/or terminate the account of any Members and immediately terminate this agreement for use in extraordinary mode and refuse any payments.

4. Payments

4.1. ASCIRA offers to buy several business packages: PRELAUNCH Pro Pack, Founders Club Pack.

The fees we charge for using business packages are listed on the Service. By using our Service, Members confirm that they completely agree with the charges published on the Service. 

4.2. We reserve the right to change our fees from time to time by posting the changes on the Service with no advance notice to Members. By continuing their use of the Service thereafter, Members confirm that they accept the new charges. 

4.3. The Member is able to choose among a number of payment methods (payment systems), which are offered by the Service, for making Members’ fee at its own Member’s discretion and it’s own risk. 

4.4. An amount of remuneration/compensation should be paid by ASCIRA within 5 (five) banking days after receiving the Member's appropriate withdrawal request. As mentioned in 2.1., ASCIRA uses Global Support Solution LLC to process relevant transactions.

4.5. The Member is fully responsible to ensure the compliance of a used payment service with the laws of the country of Member’s residence. The Member is liable for all transaction fees arising out of all fees made using some or all of the Service, even if sales terms are finalized or payment is made outside of the Service. The Member is also liable for all possible transfer risks, including, but not limited to, technical, tax, fines, losses incurred by third parties, etc.

4.6. You understand that you are not required to make any product/service purchases in exchange for the right to distribute our products/services pursuant to this Agreement. 

4.7. If eligible, you will be compensated for the sale of products/services sold through your personal sales organization. ASCIRA does not pay compensation for sponsoring/enrollment. The sale of products/services to end consumers must be emphasized in all presentations. 

4.8. You agree that as an ASCIRA IMA you are solely responsible for declaration and payment of any taxes or fees associated with your independent “ASCIRA”' business and we are not responsible for any type of withholding taxes and or submissions on behalf of the IMA.

4.9. You agree to follow our Compensation Plan and to abide by its provisions.

5. Data Privacy

We strongly respect your right to privacy. We may use information you provide to us in the manner and under the terms of governed by our Privacy Policy available at link.

6. Intellectual Property Rights

6.1. All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Service, is our property or our suppliers’ and protected by copyright and other laws that protect intellectual property and proprietary rights. Members agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

6.2. You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale of, create derivative works from, or in any way exploit, any of the content, in whole or in part, found on the Service. Your use of the Service does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in respect of any content. You will use protected content solely for your personal use and will make no other use of the content without the express written permission of us and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to our intellectual property or our licensors except as expressly authorized by these Terms.

6.3. Copying, reproducing or making available to the public in another way all Content or any part of the Content is strictly prohibited. Nobody may copy, collect, store, use and/or transmit the information (texts, photos, videos, etc) from this Service. No one may use the information given by a given Member in their accounts, except for us and that Member.

7. Restrictions and guarantees

7.1. You are specifically restricted from all of the following

  • assigning any rights or delegating your duties under this Agreement until such time as you have received written consent from ASCIRA, and only under the instances set forth in the Policies and Procedures. Any attempt to transfer or assign the Agreement without the express written consent of ASCIRA renders the Agreement voidable at the option of ASCIRA and may result in termination of your ASCIRA business;
  • publicly performing and/or showing any Service material;
  • using this Service in any way that is or may be damaging to us or third parties;
  • using this Service contrary to applicable laws and regulations, or in any way may cause harm to us, or to any person or entity;
  • engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Service;
  • using this Service to engage in any advertising or marketing without our consent;
  • using this Service for storing content, which is illegal according to the governing law of these Terms of Use and/or  the local laws of the Member's country of residence, international law or which conflicts with social principles or norms of morality.

7.2. Certain areas of this Service may be restricted from being accessed by you and we may further restrict access by you to any areas of this Service, at any time, at our absolute discretion. You warrant that you will abide by, without limitation, all applicable local, national and international laws and regulations with respect to your use of the Service and not interfere with the use and enjoyment of the Service by other Members or with the operation and management of the Service.

7.3. In the case of a breach of these obligations, the Member is fully responsible for all possible risks and consequences, which may include civil, criminal or other prosecution. 

7.4. The Member guarantees that they understand the following:

  1. The Member is granted a non-exclusive right to offer for sale ASCIRA products/services in accordance with the Agreement,
  2. The Member has the right to sponsor/enroll persons in ASCIRA,
  3. If qualified, the Member has the right to earn commissions/bonuses pursuant to the ASCIRA Compensation Plan;
  4. You represent and warrant that your participation as an ASCIRA IMA does not breach, violate, or otherwise interfere with any current agreements, past agreements, or surviving clauses of previous agreements, into which you have entered with any other multi-level marketing, direct sales, or other business venture. 
  5. Your participation as an ASCIRA IMA does not restrict your participation in another multi-level marketing or direct sales opportunity, except that you shall not, while participating as an ASCIRA IMA, or for six (6) months after your termination, cancellation, or other separation from the ASCIRA program, participate in any other opportunity that directly competes with ASCIRA in offering any products/services which are in competition with ASCIRA. 
  6. If you elect to participate in another non-competing multi-level marketing or direct sales opportunity, you will maintain separate organizations, independent of each other, for each such non-competing opportunity.

8. Limitation of liability

8.1. Unless stated in these Terms, we are not liable to the Member or to anyone else for any loss of use, data, goodwill, incomes or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if we have been advised of the possibility of the loss or damages). That includes losses and damages which are the result of loss of use, data, or profits, whether or not foreseeable, based on any theory of liability, including breach of contract or warranty, negligence or other similar actions; or arising from any other claim arising out of or in connection with your use of or access to the Service.

8.2. We are also not responsible for all dues, taxes and fees of Members, which may be a result of a Member’s usage of applications according to the law of the Member’s residence or/and the Member’s national law or law of any other country.

8.3. Our Service and content may include the link or links or other information that can be used to achieve a third party’s website (websites), or service (services). In a case of Member’s usage of these websites, services or other resources, the Member confirms its own agreement that we have no responsibility for any results of that usage. Members must understand that it is their own risk and liability. Third-parties may use their own terms and conditions which Members need to accept for using their services.

8.4. Usage of the Service may cause loss of data and/or restrict data availability and/or cause another negative impact to the Member, we will have no liability whatsoever to one another for any indirect, special, incidental or consequential damages, including but not limited to loss of data or records, lost profits or other economic loss, arising out of or in connection, and we will have NO liability whatsoever to any third party for any direct, indirect, special, incidental or consequential damages, including but not limited to loss of data or records, lost profits or other economic loss, arising out of or in connection with the use of the Service.

8.5. ASCIRA, its parent or affiliated companies, shareholders, officers, directors, employees and agents (collectively referred to as “Agents”), shall not be liable for, and you release ASCIRA and its Agents from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement. You further agree to release ASCIRA and its Agents from all liability arising from or relating to the promotion or operation of your ASCIRA business and any activities related to it (e.g., the presentation of ASCIRA products/services or Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agree to indemnify ASCIRA from any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that you  undertake in operating your business. 

9. Member’s liability

If the Member fails to comply with the terms of the Agreement, ASCIRA may, at its discretion, impose upon the Member disciplinary action as set forth in the Policies and Procedures. If you are in breach, default or violation of the Agreement, you agree that at termination, you  shall not be entitled to receive any further bonuses/commissions. 

10. Governing law

10.1. This Agreement will be governed by and construed in accordance with the laws of Singapore without regard to principles of conflicts of laws. In the event of a dispute between the Member and ASCIRA arising from or relating to the Agreement, or the rights and obligations of either party, the parties shall attempt in good faith to resolve the dispute through nonbinding mediation as more fully described in the Policies and Procedures. ASCIRA shall not be obligated to engage in mediation as a prerequisite to disciplinary action against an IMA. If the parties are unsuccessful in resolving their dispute through mediation, the dispute shall be settled totally and finally by arbitration as more fully described in the Policies and Procedures. 

10.2. If the Member wishes to bring an action against ASCIRA for any act or omission relating to or arising from the Agreement, such action must be brought within one (1) year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against ASCIRA for such act or omission. IMA waives all claims that any other statute of limitations applies.

11. Refund policy

11.1. The Company’s digital products/services and sales aids are non-refundable.

11.2. Any refunds due to errors in billing or any such items shall be made to your payment card under your refund request sent to us not later than within 12 days after the payment date. However, this term can be extended in accordance to the payment and/or refund terms of the relevant payment system, including but not limited to banks. To prevent fraudulent acts, refunds are only issued back through the same payment process as the payment was made through and no substitutions are allowed. 

11.3. You may be subject to credit card transaction charges and fluctuations in exchange rate on such refunds due to the payment gateway and the intermediary banks involved in the transaction; we have no control over these charges and cannot predict what they may be.

11.4. In the case of any refunds, we reserve the right to refuse any payments and/or withdrawal requests and to cancel all accrued remuneration and/or compensation. All expenses related to the refund (including banking commissions) should be paid by Member or will be deducted from the refund amount.

11.5. If you have any issues with our refund policy, please connect our support team.

12. Miscellaneous

12.1. The Agreement, in its current form and as amended by ASCIRA at its discretion, constitutes the entire contract between ASCIRA and the Member. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect. 

12.2. Any waiver by ASCIRA of any breach of the Agreement must be in writing and signed by an authorized officer of ASCIRA. The waiver by ASCIRA of any breach of the Agreement by Member shall not operate or be construed as a waiver of any subsequent breach. 

12.3. You agree that as an IMA you are an independent contractor, and not an employee, agency, partnership, franchise, or joint venture partner of ASCIRA. You understand and agree that you will be solely responsible for supplying any equipment and tools necessary for operating your business such as, but not limited to telephone, transportation, professional services, stationary, general liability insurance and any other costs incurred. 

12.4. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect. 

12.5. In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, and such determination shall not affect the validity and enforceability of any other remaining provisions.

12.6. The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

12.7. These Terms and any policies or operating rules posted by us on this site or in respect to the Service constitute the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions).

13. Contact us

If Members need more information about these Terms or have any proposal to improve them, you are welcome to contact us through support at support@test.ascira.com or customerservice@test.ascira.com

ANNEX 1

ASCIRA INTERNET, WEBSITE AND SOCIAL MEDIA GUIDELINES 

As you are building your ASCIRA business, you will be engaged in Social Media communication online; it is the emerging way of how relationships and reputations are developed and how business is promoted in our evolving world. By ensuring proper guidelines are created, ASCIRA Independent Marketing Associates have a foundation set to ensure good ethical business practices are being implemented. The information posted should be useful, interesting and genuine; it should be thought-provoking and always striving to build a sense of community. This starts with always identifying yourself as an Independent Marketing Associate of ASCIRA, as you are creating perceptions about your expertise and about ASCIRA among our partners, customers and to the public in countries around the world. Ensure that all content associated with you is consistent with ASCIRA values and professional standards.

When individuals elect to become an ASCIRA Independent Marketing Associate, they agree to adhere to the Policies and Procedures and all processes, guidelines and rules set forth with respect to social media but not limited to the internet, websites, trademark usage and advertising.

In the review of the Policies and Procedures, please find below a quick reference to our guidelines;

  • An IMA may promote his/her IMA business through the ASCIRA replicating website program only. The website links seamlessly and directly to the official ASCIRA website, giving the IMA a professional and Company approved presence on the Internet. 
  • IMAs must identify themselves as an ASCIRA Independent Marketing Associate when representing themselves on the Internet and/or social media platforms. IMAs should always exercise ethical and good judgment when posting on any social media site.
  • IMAs are not allowed to use the trade name “ASCIRA” or any Company trademark (or any derivative or confusingly similar variation thereof that may confuse someone into believing that they are dealing with ASCIRA) as part of their email address, domain name, online ads, business name, Membername(s) and/or contract details. At their own expense, IMAs agree to transfer to the Company any domain names that violate this policy.
  • IMAs may not independently design a website that uses the names, logos, or product descriptions of ASCIRA or otherwise promote (directly or indirectly) the ASCIRA product/services. IMAs may not use the trademarks of ASCIRA or any derivative or abbreviation thereof as a domain name or email address. IMAs may not advertise or promote their IMA business or the ASCIRA business, products/services or marketing plan or use the ASCIRA name in any electronic media or transmission, including on the Internet via web sites or otherwise, without the prior written approval from ASCIRA, which approval may be withheld in its sole discretion. If written approval is given, IMAs must abide by the guidelines set forth, including, but not limited to, the following: 
  • IMAs shall not make offers or solicitations in the guise of research, surveys or informal communication, when the real intent is to sell products/services or sponsor/enroll IMAs;
  • IMAs operating on-line websites, where they collect personal information from individual consumers, shall disclose to the consumer in a prominent place on the website how the consumer information will be used;
  • IMAs sharing personal information collected on-line shall provide individual consumers with an opportunity to prohibit the dissemination of such information, and if any consumer requests that his/her personal information not be shared, IMAs shall refrain from sharing such information;
  • IMAs shall provide individual consumers the option to terminate any further communication between the IMA and the consumer and if any consumer requests that an IMA cease communication, the IMA shall immediately stop communicating upon such request;
  • IMAs must abide by all laws and regulations regarding electronic communications;
  • IMAs may not distribute content by use of distribution lists or to any person who has not given specific permission to be included in such a process; spamming or distribution of chain letters or junk mail is not allowed;
  • IMAs may not distribute content that is unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or which could give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation;
  • IMAs may not, directly or indirectly, send bulk, unsolicited e-mails to persons with whom they have no prior or existing personal or business relationship.
  • Under no circumstance can an independently created website be presented as an official site of the ASCIRA.
  • IMAs will not promote or sell ASCIRA products/services on any electronic sale sites (including, but not limited to e.g.: eBay, Craigslist, Yahoo, etc.). 
  • ASCIRA prohibits IMAs from promoting another company’s products along with ASCIRA’s products on electronic sites or advertisements.
  • All general policies apply to internet/electronic advertising, including posts on any social media sites (e.g.: Facebook, Twitter, MySpace, Linkedin) or opinion sites (e.g.: blogs, Yelp, etc.). Only approved ASCIRA social media templates may be used when posting on any social media sites. 
  • IMAs may not use the ASCIRA Facebook Fan Page or the Corporate Twitter accounts to drive people to their Personal Website, solicit business or enroll new IMAs. Associates, however, may share posts from the ASCIRA Facebook Fan Page or the Corporate Twitter accounts. Under no circumstances may copyrighted materials be uploaded to YouTube.
  • IMAs may not create an account on Facebook, Twitter, YouTube, LinkedIn or any other social media sites that may appear to represent or unintentionally impersonate that they are ASCIRA.
  • ASCIRA maintains a zero-tolerance policy regarding any spamming activity by IMAs. Spamming is the sending of electronic or other messages to force information upon others who have not specifically expressed a desire or granted an approval to receive said information, regardless of whether or not a signature is included in the message.
  • Unsolicited Emails: ASCIRA does not permit IMAs to send unsolicited commercial emails unless they strictly comply with applicable laws and regulations. Any email sent by an IMA that promotes ASCIRA, the ASCIRA opportunity, or their product/services must comply with the following: 
  • There must be a notice in the email that advises the recipient that he/she may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (a functioning opt out notice). There must be a functioning return email address to the sender
  • The email must include the IMA’s physical mailing address.
  • The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
  • The use of deceptive subject lines and/or false header information is prohibited.
  • All opt-out requests, whether received by email or regular mail, must be honored.
  • Mass-media marketing is not authorized and any requests for such projects will be denied including online feeds.

ANNEX 2

POLICIES AND PROCEDURES

I. INTRODUCTION

From this point forward ASCIRA may be referred to as “the Company” or “ASCIRA”, while an ASCIRA Independent Marketing Associate(s) will be referred to as “IMA” or “IMAs”. 

The Policies and Procedures outlined in this document govern the way in which an IMA conducts business within ASCIRA. The Policies and Procedures (the “P&P”), along with the General Terms and Conditions , the Company compensation plan (the “ASCIRA Compensation Plan”) and any other documentation incorporated by reference or such, as may now exist or hereafter be amended, constitute the complete and binding agreement (the “IMA Agreement”) and understanding between the IMAs and ASCIRA. Failure to comply with the provisions of any of these documents may result in the termination of the IMA Agreement. 

Should any portion of the Agreement, or any instrument published by ASCIRA be declared invalid in a court of jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect. 

II. CODE OF CONDUCT

ASCIRA is built on a foundation of structure, values and trust. Application to become an IMA of the Company requires that the applicant agree to conduct business according to the following Code of Conduct. This Code ensures high standards of character and professionalism throughout the Company’s network of IMAs and protects the Company’s overall business image. The IMA agrees and states:

• I will be honest and fair in my dealing as an IMA of ASCIRA; 

• I will perform my business in a manner that will enhance my reputation and the positive and ethical reputation established by ASCIRA;

• I will be courteous to and respectful of every person I contact in the course of my ASCIRA independent activities; 

• I will fulfill my leadership responsibilities as a sponsor including training, supporting and communicating with the IMAs in my Personal Sales Organization; 

• I will not misrepresent ASCIRA products/services;

• I will not sponsor or attempt to sponsor any ASCIRA IMA directly or indirectly into any other network marketing or direct sales program or engage in deceptive or illegal practices;

• I understand and agree that I am solely responsible for all financial and/or legal obligations I incur in the course of my business as an IMA and will discharge all debts and duties as required of an IMA; and

• I will not engage in conversation, make or represent false or inaccurate income claims of any nature with respect to income earned in ASCIRA.

III. COMPANY OBLIGATIONS

The Company shall operate in accordance with the laws and practices that govern business, as well as those governing the network marketing and direct sales industry. The Company has an obligation to be fair and equitable to all. The Company agrees and states:

IT WILL: 

  • Always conduct itself in an ethical and professional manner;
  • Administer its policy fairly, without prejudice or favor, to protect the interest of all IMAs; 
  • Provide IMAs with the organization and volume information required to manage business activities; 
  • Compensate IMAs in accordance with the approved ASCIRA Compensation Plan; and
  • Provide liability insurance on its products/services when used in accordance with the instructions on the label and marketed in accordance with the approved marketing plan.

 IT WILL NOT: 

  • Guarantee success or income;
  • Provide any commissions / bonuses for the recruitment of others; 
  • Tolerate IMAs pressuring prospects into purchasing products/services; 
  • Advise IMAs on meeting compensation qualifications; 
  • Terminate or suspend IMAs without due process; and
  • Represent that there is any substitute for hard work.

IV. IMA OBLIGATIONS

An IMA shall operate in accordance with the ASCIRA Code of Conduct with ethical business behaviors and the IMA agrees:

 IT WILL: 

  • Conduct their business in an ethical and professional manner; 
  • Make it clear that success in the Company’s compensation program is based on retail sales rather than recruiting; 
  • Represent the compensation plan only as specified by the Company; 
  • Comply with applicable consumer protection laws and regulations; and
  • Provide bona fide training and information on products/services, professional leadership, motivation and sound business practice support to IMAs in their organization.

IT WILL NOT:

  • Engage in deceptive, unlawful, or unethical business or recruiting practices, including crossline recruiting or sponsoring; 
  • Engage in high pressure recruiting or selling practices; 
  • Make misleading claims or guarantees concerning the Company or its products/services; 
  • Sponsor or enroll persons who are not capable of making an informed decision or do not meet the minimum age of 18 years old; 
  • Disparage, demean, or make negative remarks about the Company, its IMAs, products/services, the ASCIRA Compensation Plan, officers, directors, or employees; and
  • Seek in any way to violate or circumvent Company policy.

V. DEFINITIONS 

To better understand and clarify Company policy, the basic terms are commonly used in Company literature, marketing materials and/or the P&P.

a) Active and Qualified: An IMA is considered active and qualified with the purchase of a Monthly Subscription of a minimum of USD$99 or by generating a minimum of USD$200 in retail sales during the calculating calendar month. 

b) ASCIRA and/or the Company: ASCIRA Global Marketing is the legal operating name of ATID PTE. LTD

c) Commission Period: The time frame used to calculate commissions, both daily and monthly. 

Daily Commission Period – defined by calendar day as 12:00 a.m. (midnight) @ 11:59:59 p.m., United States Pacific Time, considering Daylight Savings Time. Therefore, the deadline for daily commissions may vary by an hour in areas not observing Daylight Savings Time.

Monthly Commission Period – defined by calendar month from midnight of the first (1st) through 11:59:59 p.m. of the last day of the month, United States Pacific Time, considering Daylight Savings Time. Therefore, the deadline for monthly commissions may vary by an hour in areas not observing Daylight Savings Time. 

d) DBA: IMAs that desire to participate in the ASCIRA Compensation Plan under a corporation, limited liability company, partnership and/or trust must register initially by completing the IMA Agreement as an individual. After the original IMA Agreement is accepted by the Company, they must further complete and submit an “Operating Under a Business Entity” or DBA (Doing Business As) form and submit it with all required listed documentation to the Company compliance department at compliance@test.ascira.com for approval. The Company reserves the right to levy a USD$100.00 fee, including penalties and administrative fees, to any IMA who attempts to register a fictitious entity name that does not belong to a bona fide and legal entity registered under and within its country regulations. 

f) Rank: An IMA who has achieved a minimum of personally enrolled/sponsored IMAs and has accumulated a minimum of PGQV during the specific period of time from their Personal Sales Organization.

g) IMA: Is identified as an independent contractor who acts as an intermediary between the Company and the potential new other IMAs. IMAs are authorized to market the Company products/services, enroll new customers, as well as sponsor new IMAs into the organization and participate in the ASCIRA Compensation Plan. 

h) Identification Number (ID): A unique number assigned to IMAs and used for tracking sales and purchases and enrolling other IMAs into the organization.

i) Monthly Subscription: A predetermined monthly order of Company products/services that is processed systematically, on a periodic basis, using a pre-approved payment method on file with the Company. IMAs may renew their Monthly Subscription at any time. IMA must have the active subscription to be calculated with bonuses.

j) Pay Rank: The actual pay-rank an IMA qualifies for in the ASCIRA Compensation Plan during a given commission period. This may or may not equal to the Recognition Rank of the IMA.

l) Personally Enrolled/Sponsored: Any IMA directly enrolled/sponsored by the IMA into their Personal Sales Organization.

m) Placement: An IMA is automatically positioned inside of the IMAs Personal Sales Organization by the system once the IMA Agreement is processed online. No placement changes, under any circumstance, are allowed or will be considered.

n) Personal Group Qualifying Volume (PGQV): The collective qualifying sales volume of the products/services associated with an IMA and their entire Personal Sales Organization for the determination of rank advancement and qualification purposes. 

o) Qualified: When an IMA meets the monthly sales volume and organizational activity required to generate commissions/bonuses. 

p) Recognition Rank: For recognition purposes, the highest rank an IMA ever achieves within the Company; it may also be referred at times as “Lifetime Rank”.

q) Personal Sales Organization: The organization of an IMA, including those who are directly or indirectly sponsored by the IMA and continuing down the lines of sponsorship through infinite levels.

r) Sales Organization Levels: The line of Sponsors that links an IMA to the Company and who, subject to qualifying sales, may earn commissions on that IMA’s sales activities. Sales organization levels are based on Sponsorship or Placement.

s) Sponsor: An IMA who personally enrolls another individual as an IMA.

VI. IMA STATUS

IMA Status does not constitute the sale of a franchise or distributorship. An individual will initially begin their Status using their personal legal name. If an IMA desires and meets the requirements listed below, the Company may allow the IMA to operate using a business entity name. An IMA may only have an interest in one IMA status, whether it is operated under the name of an individual or a business entity. 

A) INDEPENDENT STATUS: 

  1. IMAs are independent contractors engaged in their own separate business pursuits.
  2. An IMA’s decision to enter into this Agreement does not create, nor may the IMA claim that they are, in any way, shape or form, parties to an employer/employee, agency, partnership, franchise, or joint venture relationship between the Company and the IMA.
  3. An IMA shall hold the Company harmless from any claims, damages or liabilities arising out of such IMA’s business practices. IMAs have no authority to bind the Company to any obligation. 
  4. IMAs must abide by all laws, rules and regulations pertaining to the acquisition, receipt, holding, selling, distribution and advertising of Company products and income opportunities. 
  5. IMAs are solely responsible for declaration and payment of any taxes or fees associated with their independent ASCIRA business.
  6. IMAs are solely responsible for supplying any equipment and tools necessary for operating their business, such as telephone, transportation, professional services, office equipment, office supplies, and general liability insurance. 
  7. IMAs are solely responsible for providing their own place of business and determining their own work hours.

B) APPLICATION REQUIREMENTS:

  1. Applicants must be at least 18 years of age.
  2. Applicants agree to abide by the official Company P&P and warrant that they understand the compensation requirements specified in the ASCIRA Compensation Plan. 
  3. Applicants agree to receive electronic communications from the Company including, but not limited to, electronic emails and text messages. 
  4. By reference, the terms on the IMA Agreement are incorporated herein and form part of this P&P.u

C) APPLICATION PROCESSING: 

  1. The Company reserves the right to accept or reject any applicant and is under no obligation to offer any reason for rejection.
  2. The Sponsor and the applicant are solely responsible for the completion of the IMA Application. The Company will reject incomplete or faulty applications and is under no obligation to notify neither the application nor Sponsor of a rejection.
  3. If an IMA Agreement is submitted by email or through the Internet via an ASCIRA website, IMAs Company replicating website or IMA back office, an original IMA Agreement does not have to be submitted, unless requested by the Company. 
  4. Temporary telephone applications may be allowed at the discretion of the Company. To finalize a phone registration, an emailed IMA Agreement must be received by the Company within 24 hours of that conversation. Otherwise, the account will be automatically canceled. 
  5. If one applicant submits multiple IMA Agreements listing different sponsors, only the first agreement to be received by the Company will be accepted. The Company reserves the right, in its sole discretion, to make the final decision with respect to all such disputes. 

D) FALSIFIED REGISTRATION: 

  1. Submitting an IMA Agreement on behalf of an individual without that individual’s permission is illegal and strictly prohibited, as is submitting or encouraging someone to submit false or invalid information on an IMA Agreement. A person who submits false information on their IMA Agreement, or encourages someone to do so, will have his/her account terminated and will lose all rights to his/her IMA Status. Criminal and/or civil legal consequences may result.

E) IDENTIFICATION NUMBERS: 

  1. A unique IMA Identification Number (ID) will be automatically issued upon enrollment and to be used for enrolling other IMAs and ordering products/services. 

F) DOING BUSINESS AS AN ENTITY (DBA): 

  1. IMAs who desire to participate in the ASCIRA Compensation Plan under a business entity must register initially by completing the IMA Agreement as an individual. After the original Agreement is accepted by the Company, they must further complete and submit an “Operating Under a Business Entity” or DBA (Doing Business As) form and submit it with all required listed documentation to the Company compliance department at compliance@test.ascira.com.
  2. All registered DBA documents must be from within the same country of registration. 
  3. The Company reserves the right to suspend, without prior notification, any accounts that do not follow the proper DBA protocol, pending receipt of the proper documentation. 
  4. By reference, the terms on the DBA form are incorporated herein and form part of this P&P.

G) MULTIPLE IMA ENTITIES: 

  1. An individual may be part of only one IMA entity, whether under his/her name or a business name, with the exception of an IMA who has reached Diamond Rank. 
  2. An IMA who has reached the Diamond Rank has the option (but not obligation) to acquire an additional IMA entity in ASCIRA. This entity will be operated completely and independently from the original existing IMA entity. The additional IMA entity shall become active upon the completion and submission of a new IMA Agreement, which must maintain sponsorship/enrollment with their original Sponsor. 
  3. If multiple accounts are identified, the Company reserves the right to cancel the most recent account(s) without prior notification to the IMA. Refunds for any products/services will not be issued for those subsequent accounts. The Company reserves the right to decide whether to transfer to the original account any Personal Sales Organization enrolled under subsequent accounts. 
  4. An IMA who encourages their Personal Sales Organization to maintain multiple entities or who enrolls IMAs already enrolled under another IMA (crossline recruiting), will face disciplinary action against their distributorship, up to involuntary cancellation of their account.

H) IMA STATUS DURATION:

  1. The term of the IMA Status is one (1) year from the anniversary date the IMA Agreement is accepted by the Company. 
  2. An IMA shall remain eligible to renew their IMA Status so long as they are in compliance with the Company P&Ps and all other rules and regulations.
  3. Any IMA may voluntarily resign their IMA status at any time by submitting written notification to the Company compliance department at compliance@test.ascira.com. Resignation of the IMA is effective upon receipt of such notice. An IMA who resigns his/her IMA Agreement may not reapply, either individually or have a financial interest in any other IMA entity, for a period of six (6) months from the date of resignation. 
  4. To be in Active and Qualified status, an IMA may purchase a Monthly Subscription of a minimum of USD$99 in retail sales during the calculating calendar month. 
  5. To be eligible to be paid in the ASCIRA Compensation Plan, the IMA must be in Active and Qualified status and meet all monthly sales volume and organizational activity required.

I) CHANGE IN SPONSOR OR PLACEMENT: 

  1. To protect the integrity of all sales organizations and safeguard the efforts of all IMAs, the Company discourages and rarely authorizes changes in sponsorship and does not allow for changes in placement. 
  2. Sponsor Changes: IMAs wishing to change sponsors have the option of resigning their current entity and remaining inactive for six (6) months before reapplying as a new IMA under the Sponsor of their choosing. The 6-month inactivity period begins upon receipt and acceptance by the Company of the resigning IMA’s written notification. 
  3. Sponsor corrections must be submitted in writing by the Sponsor on record and must meet all the following criteria: 
    • submitted within 24 hours of the enrollment date;
    • remain within the same line of sponsorship as the original Sponsor. Crossline changes will not be processed,
    • include an updated, duly signed and dated IMA Agreement for the IMA being transferred,
    • include signatures from all the affected parties,
    • include a USD$50.00 non-refundable administrative fee, per request, for updating the corporate records.
  4. Upon acceptance by the Company, the new Sponsor of the transferred IMA becomes permanent. 
  5. All sponsor changes are at the sole discretion and require the final approval of the Company compliance department whose decision will consider the overall good of the organization. All decisions are final. 
  6. If the changes are approved, adjustments will not be processed for previously paid commissions / bonuses. 
  7. Placement Changes are not possible and under no circumstances will be allowed or considered by the Company.

J) SALE OR TRANSFER OF IMA STATUS:

  1. IMA Status that has reached the rank of Diamond or above may be sold, transferred or assigned only with prior Company approval, which will not be unreasonably withheld.
  2. The IMA agrees to give the Company the first right of refusal to purchase the IMA entity under the same terms as the original offer. If the Company chooses not to accept, the IMA’s Sponsor will be given the opportunity to make an offer or find a purchaser, under the original terms, within a 15-day period. 
  3. All transactions must maintain the integrity of the organizational genealogy. 
  4. A USD$100.00 sale/transfer fee will apply and must be submitted along with a notarized Transfer Affidavit, IMA Agreement for the transferee, and any supporting documents requested by the Company. 
  5. Company approval of a proposed sale must be in writing. Until written approval is received, the transferee or buyer is not authorized to conduct business under the IMA entity. Commissions/bonuses will continue to be paid under the name of the original IMA until approvals are granted. Previously earned commissions/bonuses due to the IMA will not be reissued under the transferee or buyer’s name.
  6. The transferee may not have any interest in another IMA entity, unless it is that of a secondary Diamond Rank IMA.
  7. The Company may terminate the IMA Agreement if the seller/transferor does not meet any of the above requirements. 
  8. By reference, the terms on the Transfer Affidavit are incorporated herein and form part of this P&P. 

K) DISSOLUTION OF BUSINESS PARTNERSHIP: 

  1. Should a business partnership dissolve, the parties must notify the Company in writing with the applicable details. The notification must include the signatures of all parties listed on the corporate registered documentation. 
  2. Until said notification, commission/bonus payments will be payable in accordance with the current IMA Agreement on file. Under no circumstances will the Company interfere in settlement disputes or split commission/bonus payments between members of dissolving entities 
  3. Once the dissolution is finalized, the original IMA listed under the initial IMA Agreement will be replaced and recognized under the unique ID on that account. The additional parties of the dissolving entity may be entitled to enroll as a new IMA under the Sponsor of his/her choice upon submission of a completed IMA Agreement if they should desire to.

L) BENEFICIARIES: 

  1. Upon death or incapacity, the benefits of this Agreement shall inure to the IMA’s heirs or successors in interest and the obligations and benefits of this P&P shall be binding upon the respective successors, upon completion of a new IMA Agreement.
  2. In the event of death, the designated beneficiary shall provide the Company compliance department with a certified copy of the final will and testament (or probate decision in absence of a will), if any, along with a certified copy of the Death Certificate. 
  3. In the event of extended probate, the legal beneficiary of the deceased IMA should contact the Company compliance department to discuss how to proceed. In the absence of any instructions, all communications and payments will be made in accordance with the original Agreement.

M) SPONSORING RIGHTS AND RESPONSIBILITIES: 

  1. IMAs are entitled to sponsor/enroll other IMAs into their Personal Sales Organization but are compensated only for the generation of sales of products/services and not for sponsoring/enrollment into the Company. 
  2. Sponsors must fulfill the obligation of performing bona fide training to IMAs they sponsor which will include but is not limited to education regarding P&P, product/service information, sales strategies, professional leadership, motivation and sound ethical business practices.
  3. Sponsors must not make claims of financial rewards during any opportunity or marketing presentations. The displaying of commission/bonus payments is considered an income claim and is prohibited. 
  4. At all times Sponsors must emphasize that success in the Company’s marketing program will vary from IMA to IMA and will depend on personal efforts, including, but not limited to skill and time invested in developing the business. IMAs are compensated solely for the sale of products/services sold by them and their Personal Sales Organization. 
  5. The Company business model is the sale of products/services to end consumers; this must be emphasized in all opportunities and marketing presentations. 
  6. Sponsors will refrain from mentioning competitor brands in a negative, disparaging, or otherwise illegal manner, or to evaluate companies negatively or disparagingly.

N) ORPHANS: 

  1. If the Company receives inquiries from the public about its products/services and/or its opportunity, it will attempt to ascertain whether contact resulted from an IMA’s sponsoring efforts and if so, the inquiring party will be referred to that IMA. Other prospects, who have simply heard of the Company without any discoverable contact with an IMA, will be referred to an active and qualified IMA. The Company will not accept orders from anyone who does not have a Sponsor.

0) RENEWAL ACCOUNT FEE

  1. Upon the IMA`s yearly anniversary date of enrollment with the Company, the renewal account fee of USD$29.99 will be required and payable to the Company.

P) INVOLUNTARY SUSPENSION

  1. The Company reserves the right to suspend any IMA entity any time for cause when it is deemed that the IMA may have violated the provisions of the Agreement, as they might be amended from time to time, or the provisions of the applicable laws and standards of fair dealing. The Company shall make such involuntary suspension at its discretion pending investigation of the possible P&P violation. The Company will notify the IMA to the email identified on the IMA account profile. In the event of a suspension, an IMA agrees to immediately cease representing themselves as an IMA and shall be prohibited from purchasing Company products/services with ASCIRA. 
  2. During the investigation period a suspension, any commissions/bonuses, which may be due, if any, will be held in trust by the Company pending resolution. Should the infraction be deemed unsubstantiated by the Company, the suspension shall be lifted and any commissions/bonuses will be credited to the IMA immediately. 

Q) VOLUNTARY CANCELLATION:

  1. IMAs may cancel their IMA Status at any time by providing written notification of their intentions of cancellation and discontinuance to the Company’s compliance department at compliance@test.ascira.com.
  2. Any sales organization affected by the cancellation will remain under the IMA’s Sponsor Personal Sales Organization. 
  3. The former IMA may not re-apply for IMA Status, either as an individual or part of an entity for six (6) months from the date of cancellation, provided he/she was in good standing at the time of the voluntary cancellation. 
  4. Canceled accounts will not be reinstated to their original placement position or rank under any circumstance.

R) INVOLUNTARY TERMINATION: 

  1. An IMA may be terminated for violating any of the terms of the Agreement and/or P&P. Notice of the termination, citing the reason(s) for the action, shall be provided in writing to the IMA and delivered via email. Termination shall be effective as set forth. 
  2. The terminated IMA shall lose all rights to his/her IMA Agreement and IMA Status and positioning; as well to all future commissions/bonuses and any additional earnings resulting therefrom. 
  3. Any sales organization affected by the termination will remain under the IMA’s Sponsor organization.
  4. Immediately upon termination, the terminated IMA must cease representing himself or herself as an IMA of ASCIRA.

S) TERMINATION APPEAL:

  1. Within ten (10) business days of the date of a termination notice, the terminated IMA may appeal the Involuntary Termination action by submitting written notification to the Company’s compliance department at compliance@test.ascira.com stating the grounds of appeal. If the Company has not received the letter of appeal within the allowable time, the Involuntary Termination shall automatically become final. 
  2. In the event the terminated IMA files a timely appeal, the Company will, at its sole discretion, view and notify the IMA of its decision. The decision of the Company shall be final and will not be subject to further review. If an appeal is denied, the termination shall remain in effect as of the date of the Company’s original termination notice. 

VII. COMPANY PRODUCTS/SERVICES

A) ORDERING: 

  1. The Company will accept orders for products/services from only registered IMAs that have a Company ID. All orders will be placed and processed on-line from the IMAs back office or corporate website.
  2. Orders are credited to the commission period in which they are received, provided that properly authorized payment covering the full order is also received. The order must be placed online from the back office or corporate website – by 11:59:59 p.m. Pacific Time on the final day of the commission period. In the event of disagreement, the Company’s timepieces will prevail. 
  3. Once an Order is placed it cannot be canceled. The IMA will be required to go through the return or exchange procedures as outlined in this document. 

B) MONTHLY SUBSCRIPTION PROGRAM: 

  1. The Company offers a Monthly Subscription Program to assist IMAs in managing their monthly status and inventory of products/services. 
  2. IMAs may enroll in the Monthly Subscription Program by setting up a subscription profile through their back office. IMAs may modify or cancel their Monthly Subscription any time during the month. Notwithstanding the foregoing, if a modification or cancellation is received by the Company less than two (2) business days prior to the next scheduled Monthly Subscription date, the changes will become effective the following month.
  3. The Monthly Subscription is processed on the calendar day of IMA enrollment for each following consecutive month. 
  4. By reference, the Monthly Subscription Agreement is incorporated in this P&P.

C) NON-PAYMENT:

  1. At the Company’s discretion, commission/bonus payments may be debited or withheld until the issue is resolved.

D) IMA/COMPANY EMPLOYEE RELATIONS: 

  1. In order to protect the rights of IMAs and the Company employees, all telephone conversations may be recorded for training and compliance purposes. 
  2. Company employees are trained to be professional at all times. If an IMA experiences disrespectful treatment from a Company employee, they should detail and document the situation and send it writing to the Company compliance department at compliance@test.ascira.com for immediate review. 
  3. IMAs are expected to be professional when dealing with Company employees. Company employees are not obligated to endure abusive behavior from IMAs; in the event an employee feels that this has occurred they will detail and document the situation and send it writing to the Company compliance department for immediate review. IMAs that are in breach, may be subject to immediate suspension or termination of their account. 
  4. IMAs may not solicit or sponsor Company employees into ASCIRA.

E) SHIPPING AND HANDLING: 

  1. The company will ship product orders to the street address specified by the IMA. 
  2. The company has no minimum order restrictions, although minimum shipping charges may apply. 
  3. All orders are shipped ground service via the carrier under contract with the Company.
  4. Shipping charges are subject to market variables, so IMAs should consult their back office for applicable shipping charges. 
  5. IMAs should report any order shortages or errors to the company immediately upon receipt of the order. In the event a shipment is damaged in transit, the IMA should refuse the package and immediately contact the Company. 
  6. When concerned that an order is lost, the IMA should wait a minimum of seven (7) business days before requesting assistance or replacement. Package tracking information is available through the IMA’s back office. 
  7. The Company will not be responsible for shipping delays caused by circumstances beyond its control.

F) RETURNS/REFUNDS/EXCHANGES: 

  1. The Company’s digital products/services and sales aids are non-refundable. Physical unused, unopened and resalable products may be returned for refund within the first 30 days of purchase, sales volume associated with those products will be deducted from the IMAs Personal Sales Organization volume, which in turn may affect PGQV and paid rank qualifications. 

G) PROCEDURES FOR RETURNS

To exchange or return a physical product (digital products/services and sales aids are non-refundable) the IMA must: 

  1. Email returns@test.ascira.com and provide them with the original sales order number and notify them of the product(s) being exchanged or returned. Support will provide, by email a return product reference number for the order. If exchanging products, they will place and pay any difference for an order for exchange products; the total must be equal to or greater than the products being returned, excluding shipping and taxes. Appropriate shipping charges and taxes will also be charged. No credit will be allowed towards future purchases. 
  2. Clearly identify the product sales order number on the return packages.
  3. The IMA is responsible for pre-paying all shipping costs related to the returned or exchanged items to be sent. The Company does not accept shipping-collect packages. 

M) PRODUCT LIABILITY AND BUSINESS INSURANCE: 

  1. The Company has adequate product/services liability insurance, which covers claims arising from the use of the products/services in accordance with the label and guidelines, however, the Company does not release copies of its insurance certificates or policies. 
  2. Tampering with Company products/services is strictly prohibited and completely nullifies liability insurance. IMAs who tamper with products/services shall instantly become personally liable and are subject to immediate termination, as well as criminal and/or civil consequences. 
  3. IMAs may wish to carry independent insurance coverage for their business property and practices.

VIII. COMPENSATION

The ASCIRA Compensation Plan is based on the network marketing model of person to person distribution and direct sales to end consumers. IMAs are compensated for the products/services sold and distributed through their Personal Sales Organizations. By reference, the ASCIRA Compensation Plan is incorporated into this P&P.

A) QUALIFICATIONS/PAYMENTS: 

  1. To qualify for bonuses/commissions, rank advancements and incentives, IMAs must be Active and Qualified and in compliance with the Agreement.
  2. As long as the IMA complies with the terms of the Agreement, the Company shall pay commissions/bonuses to such IMA in accordance with the ASCIRA Compensation Plan. 
  3. Commissions/bonuses are not paid on the purchase of any promotional business material or sales aids. 
  4. IMAs receive commissions/bonuses based on the actual sales of products/services to end consumers.
  5. Monthly commission/bonuses are accrued via the Company’s established mode on the 10th day of the month following every commission period. 
  6. Daily commissions/bonuses are accrued via the Company’s established mode on each 14th day following the daily commission calculation.
  7. An amount of commissions/bonuses which is accrued for the IMA should be paid by Company within 5 (five) banking days after receiving IMA's withdrawal request.
  8. If an IMA finds any commission/bonus discrepancies, these must be reported to the Company in writing within ten (10) days of receipt of the commissions/ bonus payments for adjustments to be made. 
  9. Under no circumstances will the Company split commission and bonus payments between members of dissolving entities.
  10. The Company may debit or place a hold on any commission/bonus payments for any amount owed it by the IMA. 
  11. In the event a physical product is returned to the Company for a refund, the Company, at its own discretion may, in the month in which the product is returned, and continuing each pay period thereafter until the bonuses or commissions are recovered:
  1. Deduct any commission/bonus attributable to the returned products from the IMA(s) who received the commission/bonus on the sales of said products.; and
  2. Deduct the corresponding sales volume from the PGQV of the IMA who earned commissions/bonuses based on the sale of the returned products.

IX. RESTRICTIONS

The Company has a fiduciary obligation to protect and safeguard IMAs who have placed their trust and confidence in the Company’s mission and management. In conducting their business, IMAs should endeavor to promote the reputation of the products/services of the Company and refrain from all conduct that might be harmful and inconsistent with the greater public interest of ASCIRA. By reference, any compliance updates distributed by the Company are automatically incorporated into this Agreement.

A) REPRESENTATIONS: 

IMAs:

  1. shall truthfully and fairly represent the Company, its product/services and programs in discussions with current or prospective IMAs. 
  2. may not enter a contract or transaction on behalf of the Company or represent themselves as employees, representatives, agents or preferred vendors of the Company.
  3. may not make any false, unreasonable, misleading, or intentionally misrepresenting income projections to prospective or current IMAs. Any income projections must include a compensation summary, which is issued periodically by the Company and may be downloaded from the IMA’s VMS . 
  4. shall explain that success in the Company’s marketing program will vary and will depend solely on personal efforts, including, but not limited to skill and time invested in developing the business. 
  5. may not claim that the Company’s plan or product/services portfolio has been approved or endorsed by any governmental agency. 
  6. are fully responsible for any verbal or written statements they make regarding the Company, its products/services, and opportunities, which are not in compliance with the current, official Company marketing materials.

B) ADVERTISING: 

  1. The Company compensates its IMAs for marketing products/services person to person. This may be done in a by appointment environment. 
  2. Fairs, Expos, Tradeshows: With prior written authorization from the Company, IMAs may display the Company products/services and the opportunity at trade shows. Requests for IMA participation in trade shows must be received by the Company compliance department at compliance@test.ascira.com in writing at least two (2) weeks prior to the event. The Company products/services and opportunities are the only products/services and opportunities that may be offered, directly or indirectly, at the trade show booth or table. Only Company approved marketing materials and sales aids may be displayed or distributed. 
  3. To protect person to person marketing efforts, the Company retains the right to restrict its products/services from being sold at any location which it does not deem acceptable. 
  4. Exterior Signs or Window Displays: Exterior signs or window displays advertising the Company or its products/services will not be permitted at any non-corporate location. 
  5. Promotional/Sales Aid Materials: Except for promotional and sales aid materials that may be available through the Company, no IMA or business entity may use Company trademarks, logos, or designs on any independently produced promotional items (e.g: vehicle decals/magnets/clings, key chains, hats, shirts, mugs, business cards, banners, stickers, stationery, etc.). 
  6. Use of Company Trademarks: The name of ASCIRA and the name of all the ASCIRA products/services and programs are the trademarks of and are owned by the Company. Only the Company is authorized to produce and market products/services and literature under these trademarks. This includes, but is not limited to, slides, overheads, brochures, videos, domain addresses, and training and/or all marketing materials and all promotional and sales aid material, such as, but not limited to, t-shirts, caps, pins, magnetic signs, etc. The use of the ASCIRA name on any item not produced or authorized by the Company is prohibited. 
  7. The IMA acknowledges that any right to use the Company’s trademarks and copyrighted materials is non-exclusive and that the Company has the right and sole discretion to grant others the right to use such trademarks and copyrighted materials. The IMA expressly recognizes that any and all goodwill associated with the trademarks and copyrighted materials (including goodwill arising from IMA’s use) inures directly and exclusively to the benefit of the Company and is the property of the Company and that, on expiration or termination of the IMA Agreement, no monetary amount shall be attributable to any goodwill associated with IMA’s use of the trademarks or copyrighted materials. 
  8. IMAs are liable to the Company for any damages arising out of their misuse of the Company’s trade names, trademarks, service marks, copyrights, and other intellectual property rights, in any form, except as specifically authorized by these P&Ps or as otherwise approved in writing by the Company. 
  9. All IMA material must display the phrase “ASCIRA Independent Marketing Associate”. 
  10. IMAs may not charge any for-profit fee for any services, training, literature, materials, websites, memberships, or other Company-related material.
  11. To avoid a conflict of interest, IMAs will not sell, display, or advertise the Company’s products/services in conjunction with similar non-Company products in any physical or electronic retail sites, displays, or advertisements. 
  12. The Company prohibits IMAs from promoting another company’s products along with the Company’s products on any physical or electronic retail sites, displays, or advertisements. 
  13. It is strictly prohibited for IMAs to advertise or display the Company’s products/services below the retail price published by the Company in any advertising material, whether in print, electronic, or other.
  14. Only Company approved materials may be used in the placement of any advertising in any print, radio, television, internet, electronic or other media. No person shall use the ASCIRA® name, logos, trademarks or copyrighted material in any advertising produced by ASCIRA® without express written permission from the Company compliance department. 
  15. Mass-media marketing is not authorized and any requests for such projects will be denied. (examples of this type of marketing include radio and television appearances or infomercials or commercials, billboards and/or online feeds).
  16. IMAs may not produce for sale or distribution any recorded Company events and/or speeches without written permission from the Company. IMAs may not reproduce for sale or for personal use any recording of Company produced audio or video presentations.
  17. The Company retains the right, at its sole discretion, to request the immediate removal of any and all non-compliant or offensive material used by IMAs to promote the Company’s products/services or opportunity. 
  18. Violation of any of the above restrictions may result in instant suspension and/or termination pending an investigation 

C) INTERNET ADVERTISING: 

  1. All general advertising policies apply to internet/electronic advertising, including posts on any social media sites (e.g.: Facebook, Twitter, MySpace, Linkedin) or opinion sites (e.g.: blogs, Yelp, etc.)
  2.  IMAs will not promote or sell Company products/services on any electronic or physical auction or sale sites (including, but not limited to e.g.: eBay, Craigslist, Yahoo, etc.). To protect person to person marketing efforts, the Company retains the discretion to restrict its products/services from being promoted or sold on any electronic site which it does not deem acceptable. 
  3. IMAs are not allowed to use the trade name “ASCIRA” or any Company trademark (or any derivative or confusingly similar variation thereof that may confuse someone into believing that they are dealing with the Company) as part of their email address, domain name, online ads, business name, Membername(s) and/or contract details. At their own expense, IMAs agree to transfer to the Company any domain names that violate this policy. 
  4. Under no circumstance can an independently created website be presented as an official site of the company. 
  5. An IMA may promote his/her IMA business through the Company’s replicating website program only. The website links seamlessly and directly to the official ASCIRA website, giving the IMA a professional and Company approved presence on the Internet. Enrollment pages or shopping carts independent of those on the Company issued replicating website will not be authorized for promoting the Company products/services or opportunity.
  6. IMA may not independently design a website that uses the names, logos, or product descriptions of the Company or otherwise promote (directly or indirectly) the Company product/services. IMAs may not use the trademarks of ASCIRA or any derivative or abbreviation thereof as a domain name or email address. IMAs may not advertise or promote their IMA business or the Company’s business, products/services or marketing plan or use the Company name in any electronic media or transmission, including on the Internet via web sites or otherwise, without the prior written approval from the Company, which approval may be withheld in its sole discretion. If written approval is given, IMAs must abide by the guidelines set forth, including, but not limited to, the following: 
    • IMAs shall not make offers or solicitations in the guise of research, surveys or informal communication when the real intent is to sell products/services or sponsor IMAs;
    • IMAs operating on-line websites, whether they collect personal information from individual consumers, shall disclose to the consumer in a prominent place on the website how the consumer information will be used;
    • IMAs sharing personal information collected on-line shall provide individual consumers with an opportunity to prohibit the dissemination of such information, and if any consumer requests that his/her personal information not be shared, IMAs shall refrain from sharing such information;
    • IMAs shall provide individual consumers the option to terminate any further communication between the IMA and the consumer and if any consumer requests that an IMA cease communication, the IMA shall immediately stop communicating upon such request;
    • IMAs must abide by all laws and regulations regarding electronic communications;
    • IMAs may not distribute content by use of distribution lists or to any person who has not given specific permission to be included in such a process; spamming or distribution of chain letters or junk mail is not allowed;
    • IMAs may not distribute content that is unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or which could give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; and
    • IMAs may not, directly or indirectly, send bulk, unsolicited e-mails to persons with whom they have no prior or existing personal or business relationship.
  7. Violation of any of the above restrictions will result in suspension and/or termination pending the removal of the offending material and/or an investigation.

D) SPAMMING:

  1. The Company maintains a zero-tolerance policy regarding any spamming activity by IMAs. Spamming is the sending of electronic or other messages to force information upon others who have not specifically expressed a desire or granted an approval to receive said information, regardless of whether or not a signature is included in the message.
  2. Unsolicited Emails: The Company does not permit IMAs to send unsolicited commercial emails unless they strictly comply with applicable laws and regulations. Any email sent by an IMA that promotes ASCIRA, the ASCIRA opportunity, or the Company product/services must comply with the following: 
    1. There must be a notice in the email that advises the recipient that he/she may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (a functioning “opt out” notice). There must be a functioning return email address to the sender
    2. The email must include the IMA’s physical mailing address.
    3. The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
    4. The use of deceptive subject lines and/or false header information is prohibited.
    5. All opt-out requests, whether received by email or regular mail, must be honored.
  3. Unsolicited Telemarketing:
    1. IMAs must not engage in any form of telemarketing in the operation of their ASCIRA business. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of the products/services or for the recruitment of the ASCIRA opportunity.

E) MEDIA INQUIRIES: 

IMAs are prohibited from granting radio, television, newspaper, tabloid, Internet, or magazine interviews, or using public appearances, public speaking engagements, or making any type of statement to the public media to publicize ASCIRA, its products/services or their businesses, without the express prior written approval of the Company. All media inquiries should be referred to the Company compliance department at compliance@test.ascira.com.

F) TRADEMARK AND PROPRIETARY INFORMATION

The name of ASCIRA and the name of all the ASCIRA products/services programs are the trademarks of and are owned by the Company. Only ASCIRA is authorized to produce and market products/services and literature under these trademarks. 

  1. Permission Prior to Use Required: Written permission must be submitted to the Company by an IMA prior to any use of a Company trademark or logo. The Company will issue cease-and-desist orders to any persons using its trade name, trademarks, designs, and symbols without its permission and will, if necessary, follow with appropriate legal action for failure to comply with a cease-and-desist order. 
  2. IMAs may not use or attempt to register any of the Company’s current or after-acquired trade names, trademarks, service names, service marks, logotypes, product names, Company name (collectively referred to as Intellectual Property), or any derivative or confusingly similar variation thereof, in a manner that may cause confusion, mistake, or deception as to the source of the products/services advertised. 
  3. IMAs may not use Company’s intellectual property or any confusingly similar variation of this property in a business name, e-mail address, internet domain name or sub-domain name, telephone number, or in any other address or title.
  4. IMA agrees to immediately re-assign to Company any registration of the Company names, trade names, trademarks, or Internet domain names registered or reserved in violation of this policy. Failure to do so will result in immediate termination of the IMA Status. These provisions will survive the termination of the Agreement. 
  5. IMA information including names, addresses, email addresses and telephone numbers of other IMAs, are the Company’s proprietary information. 
  6. IMAs agree not to disclose such proprietary information to any third party or use such information for non-Company purposes or to compete with the Company.
  7. The IMA acknowledges that such proprietary information is of such character as to render it unique and that disclosure or use thereof in violation of this provision will result in irreparable damage to the Company and IMA businesses.
  8. Upon demand by the Company, any current or former IMA will return the original and all copies of proprietary information to the Company. 
  9. The Company and its IMAs will be entitled to injunctive relief to prevent violation of this policy. 
  10. The Company prohibits current and former IMAs, either directly or through a third party, from promoting another company’s business, during Company related or sponsored activities or any activity promoted as such. 
  11. The Company prohibits IMAs from selling or promoting another company’s products/services, along with the Company’s products/services, on any physical or virtual sites, displays, or advertisements. 
  12. IMAs are independent contractors, and the Company imposes no restrictions on any IMA’s participation or sales activities in other businesses or programs, so long as it is not an opportunity that directly competes with the Company. 
  13. Should an IMA elect to participate in another non-competing network marketing or direct selling opportunity, IMAs agree to maintain separate organizations independent of one another. IMAs will not engage in cross-sponsoring. This policy shall apply to survive the cancellation of this Agreement. 
  14. Violation of the P&P constitutes voluntary resignation and cancellation of the independent IMA Agreement, effective the date of the violation, and the forfeiture of all commissions payable for and after the calendar month in which the violation occurred. 
  15. Violations of this policy are especially detrimental to growth and sales, and the Company may seek and obtain damages for violations of this policy.

X. NON-COMPETITION AGREEMENT

Any IMA that is terminated and/or cancels his/her IMA Status, shall not compete with the Company or any of its affiliates by soliciting existing IMAs of the Company to any other network marketing or direct sales program or its equivalent that is distributing similar products/services for twelve (12) months.

XI. DISCIPLINARY MEASURES

All of the policies in this P&P, which include the IMA Agreement, the ASCIRA Compensation Plan, and any other agreements incorporated by reference, and entered into by and between the Company and the IMAs, are material terms to the agreement between the Company and the IMAs. Any violation of the terms and conditions entered into by and between the Company and the IMAs or the P&P or any illegal, fraudulent, deceptive or unethical business conduct by an IMA may result, at the Company’s discretion, in one or more of the following corrective measures: 

  1. Issuance of a written warning; to be served by email;
  2. Imposition of a pre-disclosed fine to be withheld from future commission/bonus payments.
  3. Reassignment of all or part of their marketing organization; 
  4. Suspension of their IMA Agreement; a) Suspension means that, pending investigation and/or final decision. During the investigation period of the suspension, any commissions/bonuses, which may be due, if any, will be held in trust by the Company pending resolution. Should the infraction be deemed unsubstantiated by the Company, the suspension shall be lifted, and any commissions/bonuses will be credited to the IMA. During the applicable suspension period, the Company shall have the right to prohibit the suspended IMA from purchasing products/services. The IMA shall not represent himself/herself as an IMA nor promote or conduct his/her IMA business or the products/services during the applicable suspension period. Any IMA found conducting company business during a suspension will be terminated immediately.
  5. Termination of IMA Agreement: An IMA shall forfeit all outstanding commission/bonus payments and rights to any sales organization); and 
  6. Any other measure expressly stated within the policies set forth in the P&P.

XII. FOREIGN TRANSLATIONS

From time to time, the Company may make available foreign language translations of sales aids, marketing, sales and policy materials. If discrepancies are found in wording, meaning, or interpretation between the English and foreign language translation, the English version will always prevail.

XVIII. CONFIDENTIALITY AGREEMENT 

IMAs may gain access to confidential information of ASCIRA. Specifically, without limiting the foregoing, confidential information includes information contained in any genealogical or Personal Sales Organization report provided or accessible to an IMA, customer lists, manufacturer information, commission or sales reports, and other financial and business information of the Company. All such information (whether in electronic, oral or written form) is proprietary to and owned by the Company and is transmitted or available to IMA in strict confidence. Each IMA agrees that he/she will not disclose any such confidential or proprietary information to any third party, directly or indirectly, or use the information to compete with the Company or for any other purpose except as expressly authorized by the Agreement. This information is to be used only for the promotion of the Company’s program in accordance with the Agreement. The IMA and the Company agree that without this agreement of confidentiality and non-disclosure, ASCIRA would not provide the information or make it accessible to IMA. This provision shall survive the termination or expiration of the IMA Agreement. 

All genealogy and Personal Sales Organization reports provided to an IMA are proprietary to and owned by the Company. Each IMA acknowledges that the reports may contain information concerning the IMA, including, but not limited to, the IMA’s name, address, phone number, products/services purchased and sold and earnings. The IMA, by executing the Agreement, consents to the use and dissemination by the Company of the reports and information therein and any other information concerning a IMA collected by the Company in connection with the Company’s business, including to enforce the terms of and its rights under the Agreement and to comply with applicable laws. An IMA may not use the reports in any manner or for any purpose except in connection with IMA’s business. 

XIV. PRIVACY STATEMENT

The Company maintains a firm commitment to privacy and does everything possible to protect the security of those IMAs who choose to do business with ASCIRA. The Company has security measures in place to protect against loss, misuse, and alteration of the confidential IMA information we collect and manage. The Company uses industry-recognized leaders in a secure server and encryption technology to protect the transactions of IMAs and takes the necessary precautions to protect against identity theft or credit card fraud, including the verification of IMA information with each transaction. The Company will never sell the information it collects or uses to promote non-Company-related products/services. 

IMAs acknowledge that they will receive or have access to some personal information regarding the individuals in their marketing organization. IMAs will hold such information separate and apart from any other information used or held by IMA and, undertakes to the Company, that it will collect, use and/ or disclose this personal information only for the purposes authorized by the Company with respect to the use and/or disclosure of personal information. IMA shall comply at all times with applicable privacy legislation and IMA shall promptly advise the Company of any breach or suspect of breach of security protecting the personal information of individuals in their marketing organization.

XV. WARRANTIES 

Except as expressly stated herein, the Company makes no warranty or representation as to the merchantability, fitness for a particular purpose, workmanship or any other warranty concerning any products/services purchased from or through ASCIRA. 

“EXCEPT AS EXPRESSLY MADE BY ASCIRA IN WRITING, ASCIRA MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANSHIP, NON-INFRINGEMENT OR ANY OTHER WARRANTY ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING CONCERNING ANY PRODUCT OR SERVICE PURCHASED FROM OR THROUGH ASCIRA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS/SERVICES OF ASCIRA ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” ASCIRA DOES NOT WARRANT THAT ITS PRODUCTS/SERVICES WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE SYSTEMS OR THAT ON-LINE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. ASCIRA DOES NOT WARRANT THAT ANY WEBSITE OPERATED, SPONSORED OR HOSTED BY ASCIRA OR ANY OF ITS AFFILIATES WILL BE UNINTERRUPTED OR FREE FROM ERROR. ASCIRA IS NOT RESPONSIBLE FOR INTERRUPTED, INACCESSIBLE OR UNAVAILABLE NETWORKS, SERVER, SATELLITES AND/OR SERVICE PROVIDERS; OR FOR MISCOMMUNICATIONS, FAILED, JUMBLED, SCRAMBLED, DELAYED OR MISDIRECTED COMPUTER, TELEPHONE OR CABLE TRANSMISSIONS; OR FOR ANY TECHNICAL MALFUNCTIONS, FAILURES OR DIFFICULTIES. “

XVI. INDEMNITY

Each and every IMA agrees to indemnify and hold harmless the Company its shareholders, officers, directors, employees, agents and successors in interest from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and attorneys’ fees, asserted against or suffered or incurred by any of them, directly or indirectly, arising out of or in any way related to or connected with allegedly or otherwise, the IMA’s (a) activities as an IMA; (b) breach of the terms of the IMA Agreement or these P&Ps; and/or (c) violation of or failure to comply with any applicable federal, or local law or regulation. This provision shall survive the cancellation of the IMA Agreement.

XVII. STATUTORY PRECEDENCE

The Company’s P&P is subject to the prevailing territorial or federal laws governing our industry. These laws take precedence over any item included herein.

XVI. PROGRAM AMENDMENTS

The Company, at its discretion, reserves the right to amend these P&Ps as set forth therein, its IMA or retail prices, product/service availability and the ASCIRA Compensation Plan, as it deems appropriate without prior notice. Such P&P and ASCIRA Compensation Plan modifications, and all changes thereto, shall become a binding part of the Agreement upon publication on the official ASCIRA website. It is the IMA’s responsibility to stay abreast of current and updated information, and the Company is in no way liable for any IMA’s lack of knowledge of the updated and current information. In the event of any conflict between the applicable Agreement and any such amendment, the amendment shall control. If the Company brochures, products/services, price lists, literature, website, etc. are revised, only the most current version is authorized for use by the IMAs. 

XVIII. NON-WAIVER PROVISION

Failure by the Company to exercise any rights to the provisions stated in this P&P, ASCIRA Compensation Plan, IMA Agreement, or any other document referenced herein, shall not constitute a waiver of the Company’s right to demand exact compliance therewith. Waiver of this right by the Company can only be made effective by an authorized officer of the Company in writing.

XIX. POLICY ENFORCEMENT

If any provision of the P&P is found to be invalid, illegal or unenforceable for any reason, the Company may amend or delete that provision. The amendment or deletion of any clause or provision will not affect the remaining clauses and provisions, which will remain in full force and effect.

XX. REPORTING POLICY VIOLATIONS

IMAs observing a policy violation by another IMA should submit a written report of the violation to the Company Compliance Department at compliance@test.ascira.com, such documents must bear the IMA’s signature and ID number. Anonymous complaints will not be accepted under any condition. Details of the incident such as dates, number of occurrences, persons involved, witnesses and any other supporting documentation should be included in the report. 

XXI. ARBITRATION

Both the IMA and the Company hereby agree that their relationship is governed by this P&P. Any claim, dispute or other difference shall be exclusively resolved by binding arbitration pursuant to the arbitration rules of due process in accordance with the Singapore Arbitration Act. IMAs waive their right to trial by jury or to any court. All arbitration proceedings shall be held in Singapore unless the laws of the territory in which the IMA resides expressly require the application of its laws, in which case the arbitration shall be in accordance with those laws. 

Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and, if necessary, be reduced to a judgment in any court of competent jurisdiction. Nothing in this Agreement shall prevent the Company from applying to and obtaining from any court having jurisdiction, a writ of attachment, an injunction, or other relief available to safeguard and protect the Company’s interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding If an IMA files a claim or counterclaim against ASCIRA, an IMA shall do so on an individual basis and not with any other IMAs or as part of a class action. This agreement to arbitration shall survive any termination or expiration of the IMA Agreement.

XXII. GOVERNING LAW, JURISDICTION & VENUE

Jurisdiction and venue of any matter not subject to arbitration shall reside in the City of Singapore unless the laws of the territory in which the IMA resides expressly require the application of its laws, in which case that territory’s laws shall govern with respect to jurisdiction and venue.

XXIII. CONTACT INFORMATION

Website: vms.ascira.com

Emails: support@test.ascira.com

Compliance Email: compliance@test.ascira.com