Fanista

Fanista.com Terms

Thank you for visiting www.fanista.com, a place where people who are passionate about music, movies, video games and books come together to share their interests, discover new joys, and buy and celebrate the entertainment they love. The services offered by Fanista.com (our “Site”) are made available by Power of Entertainment, LLC dba Fanista (“Fanista,” “we” or “us”). All features, content, or applications provided on and through our Site may be used only under the following terms and conditions.

Whether you are a “Visitor” (which means that you simply browse our Site) or you are a “Member” (which means that you have registered with Fanista), this Terms of Use Agreement sets forth the legally binding terms for your use of our Site. YOUR USE OF OUR SITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. PLEASE READ THEM CAREFULLY BEFORE USING THE SITE. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF USE, YOU MUST NOT USE OUR SITE.

Section I of this document sets forth the Terms of Use applicable to all Members. Section II sets forth certain additional rules pertaining to Fanista’s common interest commerce system. Members participating in the CIC system are bound to all of the terms of this Agreement. Members who do not register for or participate in CIC are bound by Section I only.

SECTION I: FANISTA TERMS OF USE

Your User License
You are granted a limited, nonexclusive, nontransferable license to access the Site and its content in accordance with these Terms of Use. If you are under 14, you may use our Site only with the involvement of a parent or guardian. Our Site is intended for access and use solely in the territory of the United States, and we will not ship product outside of the United States. We make no representation that materials on the Site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited.

We reserve the right, in our sole discretion, to refuse service, terminate accounts, cancel orders, refuse to post or remove any posting by you, or to restrict, suspend, or terminate your access to all or any part of the Site at any time, for any or no reason, without notice or liability. You are solely responsible for your use of the Site and any user generated content you create.

Limitations on Your Use
Fanista.com is for your personal, noncommercial home use. No material from our Site may be copied, reproduced, republished, downloaded, posted, displayed, transmitted, or distributed in any way, except that you may download one copy of the materials on any single computer for your personal, noncommercial home use only, provided that (i) you keep intact all copyright and other proprietary notices, and (ii) you make no modifications to the materials. You may not, without our prior written permission, frame or mirror any material contained on this Site on any other server. The unauthorized use of any such material on any other Web site or computer environment is expressly prohibited. The content of this Site, as well as all trademarks, service marks, trade names, and trade dress are proprietary to us or our licensors unless otherwise indicated.

Fanista encourages its Members to post recommendations for products and services. However, Members may not provide false, inaccurate, deceptive, misleading or deceitful reviews or recommendations. By posting a review, you represent that your reviews constitute your own opinion and recommendation based upon your personal experience with the product or service you have reviewed. You may not post reviews under a false e-mail address, nor may you impersonate any person or entity, or otherwise mislead readers as to the origin of an e-mail or other content. In addition, you may not create or post reviews or any other content on the Site that (1) contains threatening, libelous, defamatory, obscene, indecent, lewd, or inflammatory material; (2) infringes on any third party's copyright, patent, trademark, trade secret or any other personal or proprietary right; (3) violates the privacy or publicity rights of any third party; (4) consists of, or contains software viruses, Trojan horses or any other computer programming that is intended to damage or interfere with the Site or any Site user’s computer; (5) consists of or contains political messages, commercial solicitation, chain letters, mass mailings, or any other form of "spam"; or (5) violate these Terms of Use in any way. Posting or transmitting any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law, is strictly prohibited. We reserve the right to report any wrongdoing on our Site to the applicable government authorities.

Screen Names -- Users are prohibited from choosing screen names that: (1) contain trademarks or the name of another entity or person (living or dead), (2) impersonate another entity or person (living or dead), or otherwise misrepresent an affiliation with another entity or person (living or dead), or (3) that contain profanity or other offensive content. Fanista reserves the right to refuse to allow the use of any screen name or to require a member to change his or her screen name for any reason.

You agree to compensate, hold harmless, and defend us from any claims, damages, losses, liabilities, costs, and expenses, including attorneys’ fees, resulting from your use or misuse of the Site in violation of these Terms of Use.

Registration
Our Site requires you to register as a Member to enjoy full access to available features, content, and applications. You agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Fanista has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Fanista has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

It is your responsibility to inform us of any changes to your Member account information. Each registration is for a single person only. You are responsible for maintaining the confidentiality of your Member account information and any identification number, username, key or password (“Identifiers”) selected or provided for Site access. You accept sole responsibility for any unauthorized use of this Site conducted with your Identifiers. You also acknowledge your obligation to notify us immediately if you know or suspect that any of your Identifiers have been compromised.

Privacy and Your Personal Information
Your use of our Site is also subject to the terms of our Privacy Statement [link to Privacy Statement], incorporated herein by reference. You acknowledge that you have read and understand our Privacy Statement, and consent to the use of any personal information you provide in accordance with the terms of, and for the purpose set forth in, our Privacy Statement.

Intellectual Property Rights

General — You may not post or otherwise transmit on Fanista.com any material, or otherwise engage in any conduct, that violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, right of privacy or publicity, or any other proprietary rights.

Copyright — The Site design, text, content, selection and arrangement of elements, organization, graphics, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyright laws, ALL RIGHTS RESERVED. The posting of any such elements on the Site does not constitute a waiver of any right in such elements. You do not acquire a license or ownership rights to any such elements viewed through the Site. Except as otherwise provided herein, none of these elements may be used, copied, reproduced, downloaded, posted, displayed, transmitted, modified, or distributed in any form or by any means, including, without limitation, electronic, mechanical, photocopying, recording, or otherwise, without our prior written permission.

Trademark — FANISTA™, the logo, and all product names, company names, and other logos, unless otherwise noted, are trademarks and/or trade dress of Power of Entertainment LLC, in the United States, or its affiliated companies under common ownership or control (the “Marks”). All other trademarks, product names, company names, logos, service marks, and/or trade dress mentioned, displayed, cited or otherwise indicated on the Site are the property of their respective owners. The use or misuse of any Marks or any other materials contained on the Site, without the prior written permission of their owner, is expressly prohibited.

Digital Downloads — All downloaded music, video, software files and other copyrighted materials (“Digital Downloads”) are sublicensed to you solely for personal, non-commercial use in accordance with the purchase terms and usage rules available on the Site for each Digital Download item. As a condition of purchasing each Digital Download, you represent that you understand and agree to the limitations on download, transfer, copy, and use associated with the usage rules for that particular item. Digital Downloads are authorized for play only on approved electronic devices located in the U.S. You may not reverse engineer, decompile, disassemble, modify or disable any copy protection or use limitation systems associated with any Digital Download. You may not alter Digital Downloads in any way, create “derivative works,” or use the same in conjunction with any other third-party content. You may not bundle Digital Downloads for sale or exploit them for any commercial purpose whatsoever, including uploading Digital Downloads to the Internet. You expressly agree to indemnify and hold us harmless for your failure to comply with this section and the usage rules associated with Digital Downloads.

Warranty Disclaimer
OUR SITE AND ITS CONTENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH NO WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING THE COMPLETENESS, ACCURACY, CORRECTNESS, INTEGRITY, RELIABILITY, CURRENCY, ADEQUACY, SUITABILITY, FUNCTIONALITY, AVAILABILITY, OR OPERATION OF THIS SITE OR THE CONTENT, FEATURES, OR APPLICATIONS PROVIDED ON, OR ACCESSIBLE FROM, THIS SITE. WE DO NOT WARRANT THAT THE OPERATION OF THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THIS SITE IS FREE FROM VIRUSES AND OTHER HARMFUL COMPONENTS TO EQUIPMENT OR SOFTWARE.

Limitation of Liability
IN NO EVENT WILL WE BE LIABLE, NOR DO WE ASSUME RESPONSIBILITY, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE (OR THE CONTENT OR SERVICES PROVIDED ON, OR ACCESSIBLE FROM THIS SITE), OR OTHERWISE, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Errors and Corrections
While we use reasonable efforts to include accurate and current information on our Site, we do not warrant or represent that the Site will be error-free. Data entry errors or other technical problems may sometimes result in inaccurate information being shown. We reserve the right to correct any inaccuracies or typographical errors on our Site, and shall have no liability for such errors. We may also make improvements and/or changes to the Site’s features, functionality, or content at any time. If you see any information or description you believe to be incorrect, please contact us and we’ll verify it for you.

Links to Other Web Sites
Our Site may contain links to other Web sites, which are provided solely as a convenience to you. If you use these links you will leave our Site. We suggest that you carefully review the terms of use of each site you choose to access from our Site. Fanista has no control over, and assumes no responsibility for, the content, practices or privacy policies of any third party website.

Your Submissions
We are pleased to hear from our Members and Visitors and welcome your comments regarding our content and services. Other than personally identifiable information, which is covered under our Site’s Privacy Statement, any suggestions, ideas, concepts, material or other information you submit to, or send via, this Site (“Submissions”) shall become, and shall remain, our exclusive property. We shall have no obligation of any kind with respect to such Submissions and shall be free to use and disclose the Submissions to others without limitation.

Posting Your Comments
Posting Comments, comments on other Members’ Comments, your profile, and other comments on the Site grants to Fanista a royalty-free, perpetual, irrevocable, and fully transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and publicly display such content, in whole or in part, throughout the world in any media now known or later developed. You represent and warrant that you own all copyright, publicity rights, and all other rights to the content and materials contained in your Comments, comments on other Members’ Comments, your profile and other comments, or any other materials you post on the Site, and that you have the right to grant the above rights to us. You also grant us the right to use your Fanista username in connection with any such content.

Highlighting Members and Products
Fanista reserves the right to feature Members, including without limitation individual Member’s reviews and comments, in its sole discretion. Fanista also reserves the right to feature individual products, including without limitation links to such products and/or reviews of products.

DMCA Notice of Copyright Infringement
It is Fanista’s policy to respond to claims of copyright infringement. We will promptly investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA"). Notifications of claimed copyright infringement should be submitted to the following Designated Agent for this Site:

Designated Agent: Michael Keeley
Power of Entertainment, LLC
9916 Santa Monica Blvd
Beverly Hills CA 90212
Telephone: 310-278-4401
Facsimile: 310-278-4402
E-mail: mike.keeley@powerofentertainment.com

To be effective, the notification must be a written communication to the Designated Agent that includes the following:

1. A physical or electronic signature of the copyright owner or one authorized to act upon their behalf;

2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a list of the multiple copyrighted works that have been infringed;

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Fanista to locate and remove the material;

4. Information enabling the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

5. A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this section your DMCA notice may not be valid.

Governing Law and Jurisdiction
These Terms of Use are governed by and construed in accordance with the laws of the State of California, USA, without giving effect to conflicts of law principles. Any controversy or dispute arising out of your use of our Site shall be submitted, and you irrevocably consent, to the personal jurisdiction of any state or federal court located in, or whose district includes, Los Angeles County, California, USA. If any provision of these Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed removed and shall not affect the validity and enforceability of any remaining provisions. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits. You and Fanista agree that any cause of action arising out of or related to the Fanista website must commence within one (1) year after the cause of action accrues. Otherwise such cause of action is permanently barred.

Changes to These Terms of Use
We reserve the right, in our sole discretion, to change these Terms of Use at any time. Updated versions of the Terms of Use will be posted here on our Site and are effective immediately. The date of the newest version is posted below. Please check back frequently, especially before you use our Site, to see if these Terms of Use have changed. Continued use of the Site after any changes to the Terms of Use constitutes your consent to such changes.

SECTION II: CIC RULES OF CONDUCT

1. Introduction

The Rules of Conduct define and establish (1) certain principles to be followed by participants in Fanista’s Common Interest Commerce (CIC) system (a “Participant”); and (2) the rights, duties, and responsibilities of each CIC participant. These Rules are designed to preserve the benefits available to all Participants under Fanista’s CIC Plan.

Fanista.com is owned and operated by Power of Entertainment LLC, a Delaware limited liability company (the “Company”). The relationship formed between Participants and the Company includes, without limitation, the following: (1) the terms and conditions set forth in the Fanista CIC Registration Agreement; (2) these Rules of Conduct, including the CIC Plan and agreement to arbitrate, and (3) the Terms of Use posted on the Fanista.com Web site. The same, along with any pricing and fees, may be modified, supplemented, or amended from time to time by Fanista without prior notice. Any such modification, supplement, or amendment will become effective when published in official Fanista literature and/or on the Fanista.com web site at www.fanista.com.

2. Definitions

2.1 CIC shall mean Common Interest Commerce, Fanista’s system to compensate Participants for Product sales to Customers and other Participants.
2.2 Commission shall mean either First Tier Commissions or Second Tier Commissions earned by a CIC participant through CIC Participation. Personal use discounts do not credit towards minimum Commission thresholds required to earn or retain specific CIC status.
2.3 Commission-Related Discounts shall mean discounts or credits available to Participants by virtue of their CIC participation and performance. Commission-Related Discounts include (i) the personal use discount available to Premium Participants for personal Purchases, and (ii) the discount a Participant receives when electing to apply accrued commissions to a Purchase.
2.4 Company shall mean Power of Entertainment LLC dba Fanista, or any of its affiliates, subsidiaries, and related companies, unless otherwise specified.
2.5 Customer shall mean a person who makes a purchase from Fanista, but who is not registered within Fanista as an RU or as a Participant.
2.6 Discounts shall mean discounts from Fanista standard pricing that may be available in a given Purchase. Discounts may be available to all Fanista Purchasers (e.g., a general promotion) or to a specific Purchaser for a specific purchase (e.g., 20% off coupon available for one time use). Discounts shall not include Commission-Related Discounts.
2.7 DownLink shall mean any persons beneath a Participant in Fanista CIC. A Premium Participant’s DownLink may include RUs, Customers, and Regular and Premium Participants. A Regular Participant’s DownLink may include only RUs and Customers (Regular Participants may not sponsor other Regular or Premium Participants).
2.8 First Tier Commission shall mean the portion of the commission triggered by a Purchase that goes to Purchaser’s Sponsor. The Company anticipates that (i) in any given purchase the total commission will generally be split equally between the two commission recipients, and (ii) the First Tier Commission will generally be 5% of the Purchase Price. If the purchaser is a Premium Participant, the First Tier Commission is the discount granted to the Premium Participant on his/her purchase.
2.9 LOS shall mean Line of Sponsorship. An LOS identifies all person(s) entitled to commissions as a result of a given Purchase.
2.10 Participant shall mean a Participant in Fanista CIC. Participants are classified as Regular or Premium.
2.11 Premium is the highest level for Fanista CIC. Premium Participants receive the benefits described in Section 5.4 below.
2.12 Product shall mean the goods and services sold at Fanista.com.
2.13 Purchase Price shall mean the price actually charged by Fanista for a given Product, net of any Discounts that a Purchaser may obtain.
2.14 Purchaser shall mean any person purchasing Product from Fanista. Purchasers can be Customers, RUs, Regular Participants or Premium Participants.
2.15 Regular is the entry level for Fanista CIC. Regular Participants receive the benefits described in Section 5.3 below.
2.16 RU shall mean a Fanista registered user who is not a Participant.
2.17 Second Tier Commission shall mean the portion of the commission triggered by the purchase of a given Product that goes to the Participant two levels up from a Purchaser who is an RU, Customer or Regular Participant, or one level up from a Premium Purchaser. The Company anticipates that the Second Tier Commission will generally be 5% of the Purchase Price.
2.18 Sponsor shall mean the Participant who is one level up (e.g., closest to) a given Purchaser.
2.19 UpLink shall mean the Participants above a given Purchaser who are in such Purchaser’s LOS, and therefore entitled to receive commissions as a result of such Participant’s activity, subject to these Rules.

3. Becoming a Participant

3.1 Registration Form. To become a duly authorized Participant capable of merchandising the Company's Products and sponsoring Purchasers, an applicant must (i) complete the Fanista CIC registration forms, and (ii) accept these CIC Rules of Conduct. The forms and Rules of Conduct are located at Fanista.com, and may be reviewed at any time within the CIC sections of Fanista.com. Participants must join as individual applicant(s), sole proprietor(s) or as non-formal (e.g., husband and wife) partners.

3.2 Requirements. Without limiting the Company's rights, the following are requirements for becoming a Participant or renewing Participant status.
3.2.1 Participants must be at least 18 years of age.
3.2.2 Participants must be lawful residents of the United States or its possessions or territories.

3.3 Acceptance or Rejection of Registration. The Company reserves the right to accept or reject any Participant registration without cause. The Company may terminate any Participant’s CIC participation or status at any time in accordance with Rule 6.6.

3.4 Electronic Signature Authorization. A CIC registration completed electronically at Fanista.com shall be considered accepted by the Company upon completion of the registration process and issuance of an email registration confirmation. Internet-registered Participants are immediately authorized to conduct business, subject to the Company’s right to revoke registration at any time.
3.5 Resignation. A Participant may resign at any time by sending written notice to the Company. A Participant who resigns may immediately register as a Fanista registered user without complying with the Six-month Inactivity Rule. However, a Participant who resigns may not register again as a CIC Participant under a different Sponsor unless such resigned Participant remains inactive for six months (Rule 6.5).
3.6 Registration by Former Participants. A former Participant may register under a different Sponsor as a new Participant only if such former Participant has remained inactive for 6 months (Rule 6.5).
3.7 Use of Companies, LLCs, LPs and other legal entities. A Premium Participant may own and operate his or her independent business through a legal entity, such as a corporation, limited liability company, limited or general partnership, or trust (collectively, a “Legal Entity”), provided the Participant complies with the requirements and conditions of this Rule 3.7. To do so a Premium Participant must initially register as an individual, and then transfer this registration into a permitted entity in accordance with this Rule. Regular Participants are not permitted to own or operate their Fanista business through Legal Entities.
The Company values its personal relationship with its Participants and believes that the personal connection between a Participant and his or her DownLink is important to such Participant’s success. Thus, the Company does not ordinarily permit Participants to use Legal Entities. However, the Company recognizes that certain advantages could accrue to Participants using entities, including. (a) tax benefits and tax savings, (b) perpetual existence, (c) limited liability, (d) estate planning, and (e) ease of transfer.

On the other hand, the use of legal entities could result in unfavorable consequences to the Company unless certain conditions and restrictions are imposed. Accordingly, the Company will permit the use of legal entities only upon compliance with all of the following requirements.
3.7.1 The Participant must file a Registration for Participation as a Legal Entity, duly signed by an authorized officer of the entity. This form can be obtained from Fanista customer service.
3.7.2 The sole business purpose of the Legal Entity must be the operation of the independent business allowed under these Rules. The Legal Entity may conduct no other business.
3.7.3 All persons who actually conduct, control, or who intend to participate in the operation of the Legal Entity must collectively own not less than a majority of the equity interests in such entity, and must constitute a majority of any governing board overseeing such entity (if any). Depending on the type of Legal Entity the Company may impose additional requirements to ensure that the Participant holds and will retain effective legal and managerial control of the Legal Entity.
3.7.4 No change in ownership or management of the Legal Entity may be made, and no agreement or arrangement affecting control of the Legal Entity by the Participant seeking approval of such Legal Entity may be adopted, without application to, and the prior written approval by, the Company.
3.7.5 The Participant requesting approval of a Legal Entity must personally and irrevocably guarantee performance by such Legal Entity of all of its duties, obligations, and responsibilities as a Participant, as outlined in these Rules of Conduct, and other Fanista rules and requirements.
4. Responsibilities and Obligations of all Participants
4.1 Abide by the Business Guide/Amendments/Duty of Good Faith. At all times, Participants must adhere strictly to the guidelines, systems, procedures, and policies stated in these Rules of Conduct and any amendments made from time to time. No Participant, and no person acting on behalf of a Legal Entity Participant, may engage in any conduct, which violates these Rules. All Participants are charged with the duty of good faith and fair dealing under the terms of this contract.
4.2 Use of Media. Participants may not use any broadcast communication methods including mass mailings, telemarketing, national or international advertising, radio, television, facsimile services, computer communication networks including the internet, or any other means by which personal contact is not present to secure Customers or DownLinks or to solicit the sale of Products.
4.3 Compliance with Applicable Laws, Regulations, and Codes. Participants shall comply with all laws, regulations, and codes that apply to the operation of their business wherever said business may be conducted, and they must not conduct any activity that could jeopardize the reputation of the Company.
4.4 Deceptive or Unlawful Trade Practices. NO PARTICIPANT MAY MAKE ANY CLAIMS ABOUT ACTUAL OR POTENTIAL INCOME THROUGH PARTICIPATION IN THE COMPANY'S CIC SYSTEM, OR THE NUMBER OF PEOPLE LIKELY TO JOIN A PARTICIPANT'S DOWNLINK, EXCEPT FOR TRUTHFUL STATEMENTS APPROVED BY THE COMPANY IN WRITING AND IN ADVANCE. No Participant shall engage in any deceptive or unlawful trade practice. A deceptive or unlawful trade practice is one which (1) has been defined as such by any federal, state, or local law or regulation, (2) has been determined as such by federal, state, or local law enforcement officials, or (3) has been reasonably determined as such by the Company. For purposes this Rule 4.4, any Company determination supported by an opinion of outside legal counsel shall be deemed reasonable (though the Company is not obligated to obtain such opinion, and failure to obtain such opinion shall not be interpreted as an indication of the reasonableness or unreasonableness of the Company’s determination).
4.5 Unlawful Business Enterprises or Activities. No Participant may operate any illegal or unlawful business enterprise, or engage or participate in any illegal or unlawful business activity. A Participant’s conviction for, or plea of nolo contendre of, an act or acts constituting a felony under the laws of the United States, any state or any foreign jurisdiction shall constitute grounds for termination.
4.5.1 An illegal or unlawful enterprise or activity is one, which (1) is prohibited by federal, state, or local law or regulation, or (2) has been determined as such by federal, state, or local law enforcement officials, or (3) has been reasonably determined as such by the Company. For purposes this Rule 4.5, any Company determination supported by an opinion of outside legal counsel shall be deemed reasonable (though the Company is not obligated to obtain such opinion, and failure to obtain such opinion shall not be interpreted as an indication of the reasonableness or unreasonableness of the Company’s determination).
4.5.2 If an initial registration for authorization as a Participant is presented to the Company by a person the Company knows or reasonably believes is operating, or is engaging or participating in, any illegal or unlawful enterprise or activity, the Company may hold such registration in abeyance and contact the applicant to determine whether he or she is so engaged and, if so, what his or her intentions are concerning such enterprise or activity. Refusal or failure on the part of the applicant to produce proof that he or she has terminated his or her relationship with such unlawful enterprise or activity shall disqualify him or her for such authorization and his or her registration shall be denied.
4.5.3 If, subsequent to approval of his or her initial registration, a Participant is determined by the Company to be operating, or engaging or participating in, an illegal or unlawful enterprise or activity, and if, upon notification and request by the Company, such Participant refuses or fails to terminate his or her relationship with such illegal or unlawful enterprise or activity, then the Company shall terminate such authorization, whereupon the Participant shall lose all Participant rights and privileges.
4.6 Professionalism. A Participant shall at all times conduct himself or herself in a courteous and considerate manner and shall not engage in any high-pressure tactics, but shall make a fair presentation of the Company’s products, services, and/or CIC Plan, when and where appropriate.
4.6.1 A Participant may not impose himself or herself upon prospective Participants or Customers. At all times he or she must be courteous and considerate of the prospective Participants and Customers. Whenever a prospective Participant or Customer indicates a desire to terminate a conversation or presentation, the Participant is required to do so immediately, and to leave the premises.
4.6.2 A Participant shall at all times make a fair presentation of the products, services, and CIC business opportunity.
4.7 Participant Relationship. Participants are independent contractors whose relationship to the Company is defined by these Rules and the other materials described in Rule 1 (Introduction) above. A Participant may not (i) represent that he or she has any employment relationship with the Company or any of its affiliated companies and/or other Participants, nor (ii) refer to himself or herself as “agents,” “managers,” or “company representatives,” either orally or in stationery or other printed material.
4.7.1 Participants shall not give a false representation as to the nature of the relationship between the Company and its Participants, or make any representation, except in accordance with the explanation given in these Rules or other official literature of the Company. Participants agree to indemnify the Company for all costs, damages, and liabilities stemming from any false or misleading representation(s), including any legal fees the Company may have incurred.
4.7.2 Participants must also observe and protect the independent contractor relationship between themselves and their DownLinks or sponsored customers. Employer-employee relationships may subject employers to liability for the acts of and injuries to their DownLinks. The Company does not permit any relationship between, or representations by, Participants that may impose employee liability on the Company.
4.8 Franchises and Territories. No Participant shall represent to anyone that (i) there are exclusive franchises or territories available under Fanista’s CIC Plan, (ii) he or she has a given territory, (iii) any other person or Participant is operating outside his or her territory or (iv) he or she, or anyone else, has the authority to grant, sell, assign, or transfer such franchises or to assign or designate territories.
4.9 Other Selling Activities. Except as provided in this Rule 4.9, Participants may engage in other business ventures, including other selling activities, involving products, services, or business opportunities not offered or marketed by the Company. However, Participants may not take advantage of their knowledge of or association with other Participants whom they did not personally register, including their knowledge resulting from or relating to their individual lines of sponsorship, in order to promote and expand such other business ventures. Without limiting the generality of the foregoing, the Company and all Participants share a competitive business interest in maintaining the integrity of the LOS, which was developed exclusively for the purpose of distributing products and services offered or marketed by the Company and compensating Participants for marketing and merchandising such products and services. Use of the LOS or any other knowledge obtained through the Company’s CIC program to market products, services or business opportunities not offered by the Company constitutes an unwarranted and unreasonable interference with the business of other Participants and the Company.
4.9.1 Participants may not solicit, directly or indirectly, other Participants or Customers whom he or she did not personally register in order to sell, offer to sell, or promote other products, services, or business opportunities, investments, securities, or loans not offered or marketed by the Company.
4.9.2 Nothing in this Rule 4.9 restricts, for example, a Participant regularly engaged in the operation of a service or retail establishment from serving clientele who may be Participants or Customers and who have sought them out.
4.10 Enticement to Change Lines of Sponsorship. Under no circumstances shall a Participant solicit, interfere or attempt to induce, suggest, directly or indirectly, another Participant or Customer to request a change to another Sponsor.
4.11 United States Operations. Fanista is doing business only in the United States. No Participant may solicit or accept RUs or Customers who reside outside of the United States. In addition, no Participant may export or import, or knowingly sell to others who import or export, the Company's products from the United States or its possessions or territories.
4.12 Right of Set Off. The Company reserves the right to offset against CIC payments due to a Participant any amounts such Participant owes to the Company.
4.13 Accurate Personal/Business Information. All Participants shall provide the Company with accurate and current personal and business information (e.g., name, address, telephone numbers, and, if required by Rule 5.2, social security number or tax ID). The Company may withhold payments from any Participant who fails to provide such information on demand by the Company.
4.14 Privacy, Confidentiality and Proprietary Information. All Participants are required to abide by the Company's Privacy Policy with regard to all Participant, RU and Customer information, and with this Rule 4.14 with regard to Proprietary Information. For purposes of these Rules, “Proprietary Information” includes all information that discloses or relates to all or part of the specific LOS arrangements within the Fanista business, including, without limitation, Participant, Customer and/or RU lists, sponsorship trees, and all Participant information generated there from, in its present and future forms. All Proprietary Information constitutes a commercially advantageous, unique, and proprietary trade secret of the Company, which it keeps proprietary and confidential and treats as a trade secret. The Company is the exclusive owner of all Proprietary Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by the Company and its CIC Participants. Through this Rule, Participants are granted a personal, non-exclusive, non-transferable, and revocable right by the Company to use Proprietary Information only as necessary to facilitate their CIC participation as contemplated under these Rules of Conduct. The Company reserves the right to deny or revoke this right, upon reasonable notice to the Participant stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of the Company, such is necessary to protect the confidentiality or value of Proprietary Information. All Participants shall maintain Proprietary Information in strictest confidence, and shall take all reasonable steps and appropriate measures to safeguard Proprietary Information and maintain the confidentiality thereof. A Participant shall not compile, organize, access, create lists of, or otherwise use or disclose Proprietary Information except as authorized by the Company. Participants also shall not disclose Proprietary Information to any third party, or use Proprietary Information in connection with any other businesses or to compete, directly or indirectly, with the business of the Company. Use or disclosure of Proprietary Information, other than as authorized by the Company, will cause significant and irreparable harm to the Company, warranting an award of injunctive relief, including a temporary restraining order and/or a preliminary injunction, specific performance, and damages including costs, attorneys’ fees, and disgorgement of all profits made as a result of such unauthorized use or disclosure. A Participant shall promptly return any and all Proprietary Information to the Company upon resignation or termination of his or her CIC participation and shall thereafter refrain from any further use thereof.
5. CIC Status and Commissions
5.1 General Commission Rules.
5.1.1 Fanista’s CIC Participants receive no compensation for soliciting RUs, Customers or other Participants. A Participant is not assured of any income, profit or success.
5.1.2 Fanista’s commissions are set as a percentage of the Purchase Price for a Product. No commissions are paid or earned on Products, goods or services that Fanista may give to its Purchasers for free (regardless of whether the recipient receives such Product, good or service as a result of past performance, as a promotion or for any other reason).
5.1.3 Commissions are earned and payable on Purchases if, (i) the Product has shipped to the Purchaser (or in the case of downloaded Products, was made available to the Purchaser for download), (ii) the Company has received payment for the Product, and (iii) the Product was not returned to Fanista within the applicable Fanista return period (generally 30 days). Commissions will appear on a Participant’s CIC record as “pending” during the Fanista return period, and as “reversed” if a Product is returned to Fanista.
5.1.4 Fanista will pay earned commissions as follows. (i) Participants may apply earned commissions towards Product purchases at Fanista.com at any time and in any amount; and (ii) Participants may request payment by bank draft, mailed to such Participant’s address on file, whenever aggregate earned and unpaid commissions equal or exceed a threshold amount (the “Cash Payment Threshold”). The Cash Payment Threshold shall be $10.00 in total commission earnings. However, the Company reserves the right to change the Cash Payment Threshold at any time, without prior notice.
5.1.5 Participants may request cash payment upon resignation or termination of their CIC or Fanista membership, notwithstanding any applicable Cash Payment Threshold. Similarly the Company reserves the right to issue cash payments to any Participant who (i) has failed to meet the requirements to sustain his or her CIC status, and/or (ii) appears to have become inactive (for purposes of this Rule 5.1, the Company may determine, in its discretion, when a Participant has become “inactive.”). The Company shall have the right to assess a cash payment convenience fee, not to exceed $5.00, whenever a cash payment in an amount lower than the Cash Payment Threshold is issued to a person pursuant to this Rule 5.1.
5.2 Tax Reporting. Applicable state and Federal laws require the Company to report its payments to individuals when total payments exceed a government-established threshold during any calendar year (the “Reporting Threshold”). To comply with this requirement the Company is required to obtain the payee’s social security or tax ID number. Participants are permitted to report their tax ID numbers as part of the CIC registration process, but the Company will not require a tax ID for CIC registration. However the Company will require a valid tax ID whenever, in the Company’s reasonable judgment, a Participant’s aggregate earnings are (or are projected to be) at or above the Reporting Threshold. If a Participant fails to provide a valid tax ID to the Company within 10 days of the Company’s request pursuant to this Rule 5.2, the Company may (i) institute back-up withholding of commissions otherwise due to such Participant in accordance with IRS requirements until the required information has been supplied, or (ii) terminate the Participant.
5.3 Regular Participants. Participants in Fanista’s CIC system begin at the Regular level. Regular Participants receive commissions on purchases by Customers sponsored by the Regular Participant, and are eligible for promotion to Premium status if the requirements (described below) are met.
5.3.1 Subject to the LOS rules in Section 6 below, Regular Participants may receive commissions for the purchases of their Customers. Regular Participants are not entitled to commissions on purchases by other Regular Participants or on purchases by Premium Participants. Regular Participants are also not entitled to personal use discounts.
5.3.2 To maintain Regular status Participants must earn at least $5.00 in Commissions within a 12-month period.
5.4 Premium Participants. Premium is the highest publicly available status in Fanista’s CIC system. Premium Participants receive commissions on the purchases of Customers, Regular or Premium Participants sponsored by the Premium Participant. In addition, Premium Participants are entitled to discounts on purchases for personal use equal to Fanista’s then-available Lower Tier Commission. The Company may, but is not required to, provide other customer solicitation tools for Premium Participants.
5.4.1 To achieve Premium status a Regular Participant must earn at least $5.00 in Commissions within a 12 month period. To maintain such status a Premium Participant must earn at least $5.00 in commissions within a 12-month period.
5.5 Other CIC Status Levels. The Company in its sole discretion may provide additional compensation to individuals it selects because it believes they provide unique value to the CIC program.
6. Preservation of the Lines of Sponsorship
6.1 Protection of the Line of Sponsorship. The Company’s LOS rules are designed to (i) comply with applicable law, (ii) protect and encourage initiative by Participants in the CIC system, and (iii) encourage Fanista members to maintain and support robust personal spaces on the Fanista website, including timely, interesting and informative reviews and promotions of Fanista’s Products. The LOS rules in this Section 6 are intended to promote these goals.
6.2 LOS Selections by RUs and Customers. RUs and Customers are free to choose their LOS sponsors at any time, and to change any selected LOS sponsor at any time and from time to time. Participants have no interest in, or claim to, LOS status above any particular RU or Customer.
6.3 LOS Impact of CIC Participation. Regular Participants may not sponsor other Regular Participants. When an RU or Customer elects to sign up for CIC (a “New Participant,” his/her UpLink will be modified as follows.
6.3.1 When RUs or Customers elect to become Regular Participants (e.g., elect to participate in the Fanista CIC program) a Premium Participant Sponsor of such New Participant will retain such Sponsor status. However if the Premium Participant sits in the LOS two levels up from the New Participant, such Premium Participant can retain such status only if the Sponsor between the Premium Participant and the New Participant is himself or herself a Premium Participant. If the Sponsor between the Premium Participant and the New Participant is a Regular Participant, the Premium Participant sitting two levels up will lose his LOS connection to the New Participant. Premium Participants do not “inherit” New Participants losing their LOS Sponsors as a result of these rules.
6.3.2 Regular Participants will lose their LOS relationship to New Participants (since Regular Participants may not sponsor other Regular Participants). Whenever a New Participant’s Sponsor is a Regular Participant, such New Participant shall be deemed to have no LOS whenever such New Participant becomes a Regular Participant.
6.3.3 The impact of this rule on Regular or Premium Participants is not reversed as a result of changes to the status of the New Participant. For example, if a person becomes a Regular Participant and thereafter loses Regular Participant status, his or her prior LOS is not revived or resuscitated. Upon loss of such status the New Participant reverts to Customer or RU status, and is again free to choose his or her UpLink at any time, and to change such UpLink designation at any time.
6.4 LOS Selections by Regular or Premium Participants. Once an RU or Customer elects to participate in the CIC system his/her LOS becomes fixed. The Company has the right to permit a Participant to change his/her LOS for any reason, though it expects to discourage such changes. The Company’s decision in such matters shall be final.
6.5 Inactivity.
6.5.1 When a Participant is inactive for a period of at least six months his or her CIC registration shall automatically lapse.
6.5.2 If a Participant is terminated by the Company for any reason (including without limitation failure to meet the minimum commission thresholds within a one year period), such terminated Participant must remain inactive for at least six months before he or she may reregister as a CIC Participant. The Company reserves the right to permanently prohibit a terminated Participant from reregistering.
6.5.3 For purposes of this rule “inactive” means that the Participant (or former Participant) shall not earn any commission income for the relevant period. If a person is remaining inactive to requalify for CIC registration, such person may not engage in CIC promotional activities during the relevant period. “CIC Promotional Activities” shall include any actions that further or promote such person’s CIC status or LOS, such as any of the following activities.
6.5.3.1. presenting the CIC plan to any prospective Participant;
6.5.3.2. making any CIC related filings with the Company (such as registration forms);
6.5.3.3. attending or conducting any recruiting, training, or motivational meeting conducted or sponsored by the Company; and
6.5.3.4. accepting or receiving any commission payments, other than commissions earned prior to the beginning of the inactivity period.
6.6 Termination or resignation.
6.6.1 CIC Participants may resign at any time by sending written notice to the Company. The Company may terminate a Participant’s CIC rights at any time for breach of these Rules or other Company policies. The Company may also terminate a Participant’s CIC rights without cause upon 10 days notice to a Participant.
6.6.2 Upon expiration or termination of CIC registration (due to resignation, termination by the Company, inactivity or for any other reason) the former CIC Participant’s (a “Former Participant”) LOS shall be modified as follows.
6.6.2.1. If the Former Participant was a Premium Participant who had a Premium Participant Sponsor, the Premium Sponsor of the Former Participant will pick up the Persons previously sponsored by the Former Participant. This Rule permits Premium Participants to pick up only one LOS level beneath the Former Participant. For example, assume Premium Participant A sponsors B (also a Premium Participant), B sponsors C (also a Premium Participant), and C sponsors D (a Regular Participant) and E (a Customer). Under these Rules A may earn a First Tier Commission from Purchases by B, but receives nothing from purchases by C (since C is also a Premium Participant). If B or C resigned, A’s LOS would pick up D and E—in effect, D and E move into the second level of A’s LOS.
6.6.2.2. If the Former Participant was a Premium Participant without a Sponsor, there is no change to the LOS beneath the Former Participant. In the example above, if A resigned, the LOS for B through E is unchanged.
6.6.2.3. If the Former Participant was a Regular Participant, his or her LOS is terminated. In such event any Customers or RUs in such Regular Participant’s LOS no longer have Sponsors.
6.6.3 Commissions that have been earned in accordance with Rule 5.1 prior to termination will not be affected by resignation or termination and cannot be revoked. Such earned commissions will be paid in accordance with Rule 5.1.
6.7 Reregistration after Termination. The Company reserves the right to permit or deny reregistration after termination.
7. Business Support Materials.
7.1 All Rights Reserved to Fanista. The Company reserves all rights to authorize, create, distribute, and/or publish business aids or tools pertaining to the Fanista website and/or Fanista CIC program (collectively, “Support Materials”). Support Materials shall include, without limitation books, magazines, flip charts and other printed materials, online literature, internet websites, audio and video media, rallies, meetings, seminars, events, and other business meetings and other types of materials or presentations designed to assist Participants to build their CIC businesses.
7.2 Sale of Support Materials. Participants may not sell or offer to sell Support Materials to prospects (including RUs or Customers), nor require the purchase of Support Materials as a precondition to becoming a Participant, RU or Customer.
7.3 No Recordings. No person may record or make a recording of, the talks and presentations made by an employee of the Company at any meeting, Company sponsored or otherwise, except upon the prior specific written consent of the Company.
8. Presentation of the CIC Plan
8.1 What You Can and Cannot Do. When inviting a prospect to hear a presentation of the CIC Plan and/or seeking participation of a prospective Participant in the CIC Plan, a Participant shall comply with the following requirements:
8.1.1 Participant may not make claims about actual or potential income through participation in the Company’s CIC system, or the number of people likely to join a Participant’s DownLink, except for truthful statements approved by the Company in writing and in advance.
8.1.2 Participant shall not give the impression that the CIC Plan relates to an employment opportunity or otherwise misrepresent the relationship between the Participant and the Company.
8.1.3 Participant shall not indicate that Fanista products or services are merely one line of products or services distributed through or as a part of a brokerage operated by a person, company, or organization other than the Company.
8.1.4 Participant shall not indicate that the Company’s business opportunity, or products and services merchandised through the Company, are part of any business other than the Company.
8.1.5 Participant shall use only Company-produced and Company-authorized Support Materials.
8.1.6 Participant shall not promote the enjoyment of tax benefits as the best or principal reason for becoming a Participant.
8.1.7 Participant shall not say that the business is a “get-rich-quick” opportunity in which it is easy to achieve success with little or no expenditure of effort or time.
8.1.8 Participant shall not present the CIC Plan or solicit participation in the CIC Plan through any broadcast communication methods including mass mailings, telemarketing, national or international advertising, radio, television, facsimile services, computer communication networks including the internet, or any other means by which personal contact with a prospect is not present.
8.1.9 Participant shall not criticize, degrade, de-emphasize, or otherwise portray negatively the Customer, RU, Participant or Participant status. Participants shall refrain from pressuring or otherwise forcing a prospect into becoming a Participant. Participants shall recognize the importance of RUs and Customers in establishing a retail business. Participants shall at all times fairly present the categories of Fanista participation (e.g., RU, Customer, Regular or Premium), and permit the prospect to freely decide what level of involvement they desire, if any.
8.1.10 Participant shall not represent that there are exclusive territories available.
8.1.11 Participant shall not require a prospective Participant to purchase anything in order to become a Participant.
9. Trade Names, Trademarks, and Copyrights. The Company's trade names, trademarks, and service marks are important and valuable business assets. They help identify the source and reputation of the Company's products and services worldwide and distinguish them from those of competitors. Each time a trademark or symbol is used improperly or is used by someone other than its owner, the value and importance of the trademark can be greatly diminished. Once a trademark is weakened or lost, it is impossible to regain its full value and importance. Therefore, the Company makes every effort to protect its trademarks, its corporate logotype, label designs, and various product names so that others cannot use them. The rules in this Section 9 have been developed to maintain the integrity of the Company trade name and trademark and to ensure that the Company's name and marks will be available exclusively for the Company's business. In addition, the Company has implemented a corporate identity program that requires the correct and consistent use of its logotype, no matter where it appears. Therefore, no alterations to the approved logotype are allowed.
9.1 Permission Prior to Use Required. The Company will not allow use of its trade name (company name), trademarks (product names), designs, or symbols by any person, including a Participant, without its prior permission. 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.
9.2 Right to Revoke Permission. The Company reserves the right at all times to withdraw permission to display the Company's name or to use any Company trademark if the standards stated are not met, if proper standards of neatness, good taste, or ethical operation are not met, or if in the Company’s sole judgment the use of the name and/or trademark does not serve the interests of Participants or the Company.
9.3 Copyrighted Materials. All the Company's printed material are copyrighted and may not be reproduced in whole or in part by Participants or other persons except by written permission from the Company. The Company makes a claim to copyright for all its printed material in both the United States and Canada. No person may reproduce any of the Company's printed material, in whole or in part, without specific written permission from the Company. This includes text material, pictures, cartoons, diagrams, charts, maps, designs, and other printed materials.
9.4 Penalties for Violators of Section 9. Any person who violates Rule 9 may:
9.4.1 be required to remove improper signs, destroy improper literature, cancel improper advertising, or change improperly listed telephone numbers. In the case of improper telephone listings, the Company may require the listed number to be changed to a new number with no calls to be referred from the listed number to the new number.
9.4.2 be denied the right to make any future use of the Company's trademarks or trade names, including the right to place a telephone listing in the next issue of the telephone directory where an improper listing was previously employed.
9.4.3 be liable for money damages to the Company for unauthorized use of the names, trademarks, or logotypes.
9.4.4 be subject to disciplinary action by the Company.
10. Dispute Resolution Procedures
10.1 Participants waive all rights to jury or court trial to resolve any dispute arising from or relating to these Rules or the CIC Plan except as expressly set forth herein.
10.2 If a dispute arises out of or relates to Fanista, or its related entities, officers, directors, employees, Participants, or vendors, its CIC Plan, its Products, the rights and obligations of Participants or the Company, or any other claims or causes of action relating to the performance of either a Participant or the Company under the Terms of Use, these Rules or other Company policies (“Dispute”), and if the Dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the Dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. Any Disputes that are not resolved by negotiation or mediation shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
10.3 The Parties shall attempt to select a mutually agreeable mediator/arbitrator from the selected arbitration organization’s panel of Mediators/Arbitrators. The parties agree that the arbitrator shall be an attorney at law with recognized expertise in business law transactions, with a strong preference being an attorney who has had at least 5 years of experience working within the direct selling industry. If the parties fail to agree on a mediator/arbitrator within 30 days of receipt of a list of prospective mediator/arbitrators from the Association, then upon request of either Party the arbitrator will be appointed in accordance with the rules of the Association.
10.4 The Arbitration shall be governed by the Federal Arbitration Act 9 U.S.C. §1 et seq. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Either party may elect to participate in the arbitration telephonically. Any substantive or procedural rights or other than the enforceability of the arbitration agreement shall be governed by the laws of the State of California, the Company’s principal place of business, without giving effect to the principles of conflicts of laws.
10.5 Except as provided in this section 10.5, no party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute until such matter shall have been submitted and determined as provided herein and then only for the enforcement of such arbitration award. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction as necessary to (i) enforce an arbitration award, (ii) compel arbitration, or (iii) seek a temporary retraining order, preliminary injunction, or other injunctive relief before, during the pendency of, or after the rendition of a decision in an arbitration proceeding. The institution of any action for equitable relief or to enforce an award or order shall not constitute a waiver of the right or obligation of any party to submit any claim seeking relief other than injunctive or equitable relief to arbitration.
10.6 The existence of any claim or cause of action of a Participant against the Company, whether predicated on these Rules or otherwise, shall not constitute a defense to the Company’s enforcement of a Participant’s covenants and agreements contained herein or under any other agreement with the Company. This agreement to arbitrate shall survive any termination or expiration of any other agreement.
11. Enforcement of the Rules
11.1 The Company reserves the sole right to enforce the Rules of Conduct, and to sanction violating Participants as necessary in order to preserve the goals and purpose of the CIC Plan. Without limiting the generality of the foregoing, the Company shall have the right to impose various sanctions including, but not limited to, the following.
11.1.1 A written admonishment or warning to a Participant or part or all of a Participants LOS, clarifying the meaning and application of a Rule and advising continued violation could result in more severe remedies or sanctions.
11.1.2 Censuring or retraining of a Participant or part or all of a Participant’s LOS, with expenses of retraining charged to the Participant(s), as appropriate.
11.1.3 Suspending some or all of the rights of a Participant for specified periods of time, or until certain conditions have been satisfied.
11.1.4 Withholding commission monies.
11.1.5 Compensatory remedies, as appropriate, to compensate injured or aggrieved Participants, including (without limitation ) reimbursement for expenses, repayment of commissions, etc.
11.1.6 Terminating the Participant's business.
11.2 Any sanctions imposed by the Company shall remain confidential between the sanctioned party and the Company, except to the extent that the sanctions involve a third party's business or are imposed by court order.
11.3 In the event that a Participant feels that the Company through its sanctions, has improperly deprived him or her of a substantial and material property right, such Participant shall have the right to appeal such decision in accordance with dispute resolution procedures set forth in Rule 10.
12. Miscellaneous provisions.
12.1 Governing Law, Jurisdiction & Venue. Jurisdiction and venue of all matters shall reside in Los Angeles County, California, unless the laws of the state in which the Participant resides expressly require the application of its laws. The Federal Arbitration Act shall govern all matters relating to arbitration.
12.2 Headings. The headings of the sections, paragraphs and subparagraphs are included for purposes of convenience only, and shall not affect the construction, or interpretation of any of the provisions contained herein.

Updated and effective October 15, 2007.

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