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01. General top
This "The Couples Coffee MPCBIZ Member Policies and Procedures" (the Policies & Procedures"), is a primary legal document, that along with the other documents that comprise the "Agreement," as defined below, sets out the legal relationship between each Magic Power Coffee Distributor and The Couples Coffee Member (known as "MPCBIZ Member") with The Couples Coffee, L.L.C.(the "Company").
Each MPCBIZ Member is responsible for reading, understanding and fully complying with all of the terms and conditions of the Policies & Procedures, and as may be changed, amended or modified (collectively, "changed" and "changes") from time to time, regardless of whether the Company provides notice of changes. The Company may make such changes to the Policies & Procedures as it deems necessary. When the Company makes changes to the Policies and Procedures and posts them on the Company website, each MPCBIZ Member is immediately and automatically bound by such changes and is deemed to have received actual legal notice of such changes immediately on their posting online. MPCBIZ Members therefore should familiarize themselves and are required to fully comply with all of the current Company Policies & Procedures. It is the responsibility of each MPCBIZ Member to frequently read and understand the Policies & Procedures to ensure compliance under the most current version. The Company requires each and every MPCBIZ Member adheres to all relevant statutes, laws, regulations, and ordinances and each provision of this Agreement. The Company reserves the right to take any and all actions that are deemed necessary to determine and ensure compliance by each Support Agent and MPCBIZ Member with these Policies & Procedures.
As used in the Policies & Procedures, the following terms have the following meanings:
1. "Organization": MPCBIZ Members directly under you in your genealogy. All MPCBIZ Members that sign up or that are enrolled under you are considered your organization.
2. "Support Agent": A person who enrolls a MPCBIZ Member or has one assigned to them is termed a "Support Agent" as defined in these Policies & Procedures.
3. "Company Products": the products offered for marketing and sale by the Company.
02. Purpose of Policies & Procedures top
These Policies & Procedures in their present form and as changed from time to time, is incorporated into, and forms an integral part of the agreement between the Company and each MPCBIZ Member. Whenever the term "Agreement" is used in these Policies & Procedures, it refers collectively to the following documents: the MPCBIZ Member Application, the Terms & Conditions, the Policies & Procedures, and the Business Structure. These documents are incorporated by reference into the Agreement all in their current form, as amended from time to time by the Company.
You hereby acknowledge and agree that your submission to the Company of a MPCBIZ Member Application, either by facsimile, email, online, or through the postal services, or by any other means, shall constitute conclusive evidence of your unconditional acceptance of the terms and conditions of the Agreement and your agreement to be bound by all of such terms and conditions.
Each new version of the Policies & Procedures completely replaces and extinguishes the prior version. By clicking "I Agree" in the Terms and Conditions section of The Couples Coffee Member Agreement, or by placing a membership orders with the Company, or by using any Company software or web site, you are agreeing to be bound by all terms and conditions of each new version of the Policies & Procedures while you are a The Couples Coffee MPCBIZ Member. All MPCBIZ Members shall be bound by all of the terms and conditions of the version of the Policies and Procedures that is posted online at the time of the termination, suspension or resignation of the MPCBIZ Member. The voluntary or involuntary termination of a MPCBIZ Member's The Couples Coffee Membership with the Company results in the automatic and immediate termination of this Agreement, and the termination of this Agreement results in the automatic and immediate termination of a MPCBIZ Member's The Couples Coffee Membership with the Company.
A. Ethics Compliance and Applicable Laws
The Company requires its MPCBIZ Members to conduct themselves with the highest ethics and integrity. If a question arises regarding the propriety of a MPCBIZ Member's current or past conduct, which conduct might reflect negatively on the Company or present a potential danger to other MPCBIZ Members or the Company, the Company shall be notified immediately so that appropriate action in the sole discretion of the Company may be taken.
Each MPCBIZ Member shall abide by all federal, state, county and local laws, regulations and ordinances and shall conduct the Company business with the utmost integrity and honesty. The making of false or misleading statements regarding the Company, or its membership, products, services, employees, or officers or regarding other MPCBIZ Members shall be grounds for immediate termination by the Company of the relationship between the Company and the MPCBIZ Member and the Company shall be entitled to all remedies available to it in law and in equity available to it from the breach by a MPCBIZ Member of this condition.
B. Changes to the Application, Terms Conditions, and Policies & Procedures
Because federal, state, international, and local laws, as well as the business environment, periodically change, the Company reserves the right, in its sole and absolute discretion, to change the Agreement from time to time. All changes to the Agreement shall be deemed effective as of the moment of the posting of the changed version on the Company website. Notification of changes may be posted on the Company web site (at www.thecouplescoffee.com) for immediate access by all MPCBIZ Members and prospective MPCBIZ Members. The Company, however, is not obligated to notify MPCBIZ Members of any such changes or the postings thereof, and therefore each change shall be effective when posted even if the Company does not notify you of the change. You acknowledge and agree to the Company's right to change the Agreement, acknowledge your responsibility to regularly and carefully monitor the Agreement as posted on the Company website, and agree to be bound by all changes to the Agreement.
Continued activity in the Company by a MPCBIZ Member after the Company has posted any change or notice of change, or the acceptance of any compensation under any Company Membership Program or by using any Company software or web site, also constitutes actual notice and acceptance of any and all changes.
C. Delays
The Company shall not be responsible for any delays or failures in performance of its duties to ship Magic Power Coffee sample packs under the Agreement caused directly or indirectly by circumstances beyond the reasonable control of the Company, such as but not limited to, third party delays (such as delays by product manufacturers in making or delivering product), product recalls, transportation or other shipping or delivery delays, strikes, labor unrest, civil disturbance, war, fire, floods, death, natural disasters, computer errors or failure, the negligence or intentional acts of persons not within the Company's control, curtailment of source of the Magic Power Coffee supply or the manufacture company's inability to obtain raw materials, product or packaging, and governmental decrees or orders. You acknowledge and agree that the Company accordingly does not guarantee and shall have no liability of any kind for any delays in shipping or delivering products or making compensation payments, commencing new marketing programs, giving approvals, or completing any other performance. You hereby waive all rights to commence or maintain any legal action against the Company for any delays in regard to the Company's business, regardless of duration or cause of such delays, and despite whatever economic losses or damages to you or other MPCBIZ Members as a result from such delays.
D. Provisions Severable
If any provision of the Agreement, in its current form or as it may be changed, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, or unenforceable provision never comprised a part of the Agreement. A court of competent jurisdiction shall have the right and authority to strike any such invalid portion and to construe and enforce the remaining provisions.
E. Company Ownership of Organization, Genealogy and Customer Information
All MPCBIZ Members acknowledge Company's sole and exclusive ownership of all of the identities, addresses, telephone numbers, email addresses and all other contact and personal information of all MPCBIZ Members and customers in all Organizations (collectively, "Organization Information"), and that all such Organization Information is proprietary and confidential to the Company. Each MPCBIZ Member waives his or her right to use any Organization Information for contacting MPCBIZ Members or customers for any purpose other than approved The Couples Coffee, L.L.C. business. The sole exceptions to the foregoing is that a MPCBIZ Member has the right to contact any MPCBIZ Member or customer that was identified to The Couples Coffee, L.L.C.in the initial application by a new MPCBIZ Member as being a "pre-existing personal contact" of that MPCBIZ Member prior to his or her joining The Couples Coffee, L.L.C. (or, in the case of MPCBIZ Members who have submitted an Application prior to the effective date of this version of the Policies & Procedures can prove that any such person was a friend, family member or prior customer of that MPCBIZ Member (collectively, a "Pre-existing Contact").
F. Limited Use of Organization Information by MPCBIZ Members ("Organization" Genealogy); Prohibition of Use on Termination, Resignation or Suspension
MPCBIZ Members have no rights of any kind in any Organization Information except as provided in this Agreement. Specifically, MPCBIZ Members are only granted a limited, non-exclusive, revocable license and permission to use the Company's proprietary Organization Information solely during the duration of their business relationship with Company and only for Company-related business. This limited license and permission terminates immediately with the voluntary or involuntary termination of a MPCBIZ Member or upon suspension of that MPCBIZ Member. A The Couples Coffee, L.L.C. MPCBIZ Member does not have the right to make copies of any pages of any online "office" made available by the Company to the MPCBIZ Member. In no event may any terminate MPCBIZ Member (whether voluntarily or involuntarily terminated) or any customer has or takes possession or custody of, or use for any purpose any Organization Information. Under no circumstances shall a MPCBIZ Member have a right to contact any The Couples Coffee, L.L.C. MPCBIZ Members to recruit, register or join in any competitive multi-level marketing or direct selling company following the voluntary or involuntary termination of the MPCBIZ Member from the Company. You hereby acknowledge that your engaging in any of the unauthorized activities described in this subparagraph shall cause damage and immediate irreparable harm to the Company. You agree that such a violation shall entitle the company to be awarded injunctive relief against such activity. All of the terms and conditions of this subparagraph shall survive the termination of this Agreement for any reason.
G. Prohibition against Soliciting MPCBIZ Members and Customers.
MPCBIZ Members are prohibited from soliciting or communicating with any other MPCBIZ Members or customer of The Couples Coffee, L.L.C. products for any commercial purpose that may or does compete with TheCouplesCoffee.com for a period of six months following the involuntary or voluntary termination of their The Couples Coffee Memberships, unless such person(s) contacted were "Pre-existing contacts" as defined in this Agreement. Further, The Couples Coffee MPCBIZ Members are expressly prohibited from contacting any Organization MPCBIZ Members for purposes of soliciting them to buy or sell other companies' products or services or to recruit for or to notify them about participation in any other business or marketing program for a business that is competitive with Company, and regardless of the type of product or service offered. You hereby acknowledge and agree that any violation by you of any of these prohibitions shall be deemed, inter alia, intentional trade secret misappropriation and conversion, and unfair competition with the Company as well as an intentional tortious interference with the Company's business relationships with its The Couples Coffee Members and customers. You agree that any such violation shall entitle the Company to be awarded immediate injunctive relief against such unlawful activity, without the necessity of the Company's having to post a bond, in federal or state court, and to obtain all other available legal and equitable remedies. You hereby acknowledge that your engaging in any of the unauthorized activities described in this subparagraph shall cause damage and immediate irreparable harm to the Company. All of the terms and conditions of this subparagraph shall survive the termination of this Agreement for any reason.
H. Prohibition against Reverse Engineering of Company Products
MPCBIZ Members acknowledge and agree that The Couples Coffee MPCBIZ Membership share valuable trade secrets of the Company. Accordingly, you acknowledge and agree that you shall not reverse engineer, directly or indirectly, any Company membership website. You also hereby acknowledge that your engaging in any of unauthorized activities described in this subparagraph shall cause damage and immediate irreparable harm to the Company. All of the terms and conditions of this subparagraph shall survive the termination of this Agreement for any reason.
I. Limited Use "License" Of The Couples Coffee, L.L.C. Genealogy Software and Other Company Materials
The Company's software programs, all genealogy and other reports, all Company website content and software, and all Company marketing, promotional and other business-related materials, in whatever media or form, and any and all other materials that are "original works of authorship" as defined under US and international copyright laws now or later in existence, are all protected by Copyright and other laws throughout the world ("Company Materials"). MPCBIZ Members have no rights of any kind in such Company Materials except as permitted under this Agreement, namely the limited, non-exclusive, revocable license and permission to use such Company Materials for Company-related business during the time the MPCBIZ Member is an authorized MPCBIZ Member. The foregoing license and permission terminates immediately upon the voluntary or involuntary termination of this Agreement for any reason. No MPCBIZ Member can use the Company membership unless he or she has first registered with the Company to use and access such membership tools. All information contained or entered into the Company's software or hosted system shall become the sole and exclusive property of Company, including all Organization Information. You acknowledge and agree that all Company Materials are the sole and exclusive property of the Company. You shall use your best efforts to protect and keep confidential any and all Organization Information and other Company proprietary information and trade secrets used by you, and your employees, and/or support agents and you’re Organization MPCBIZ Members. You agree that all of the terms and conditions of this subparagraph shall survive the termination of this Agreement for any reason.
J. Prohibition on Using Company Email System, etc.
MPCBIZ Members shall not use the Company's membership list, software, or communication process or system to promote the products or services of any other company or to solicit other MPCBIZ Members to sell or market any other company's products or services to join another company's compensation program or for any other purpose not expressly authorized by the Company. You agree to the foregoing prohibition. You further agree that any violation of any of the foregoing terms and conditions shall entitle the Company to be awarded immediate injunctive relief against such unlawful activity, without the necessity of the Company's having to post a bond, in federal or state court, and to obtain all other available legal and equitable remedies. You hereby acknowledge and agree that your engaging in any of the unauthorized activities described in this subparagraph shall cause damage and immediate irreparable harm to the Company. All of the terms and conditions of this subparagraph shall survive the termination of this Agreement for any reason.
K. Spamming Prohibited
The unauthorized distribution or transmission of any non-Company information or other content to any MPCBIZ Member or customer by a MPCBIZ Member, or any distribution or transmission of any content or Organization Information or Company Material by a former MPCBIZ Member to anyone, including any MPCBIZ Member or customer shall constitute illegal spamming and shall be actionable by the Company under federal or state criminal and civil anti-spam statutes and other relevant laws and shall subject the person sending such spam to all penalties available for said violations, including termination. Company shall have the right to charge the offending The Couples Coffee Member MPCBIZ Member or former The Couples Coffee Member MPCBIZ Member with damages in the amount of One thousand dollars ($1,000.00) per offense per spam message sent, in addition to the right to seek any and all other legal and equitable remedies available for such violation. Any violation of any of the foregoing terms and conditions shall entitle the Company to be awarded immediate injunctive relief against such unlawful activity, without the necessity of the Company's having to post a bond, in federal or state court, and to obtain all other available legal and equitable remedies. You hereby acknowledge that your engaging in any of the unauthorized activities described in this subparagraph shall cause damage and immediate irreparable harm to the Company. All of the terms and conditions of this subparagraph shall survive the termination of this Agreement for any reason.
L. Prohibited MPCBIZ Member Interaction with The Couples Coffee, L.L.C. Employees
While The Couples Coffee, L.L.C. desires that its MPCBIZ Members and Company employees enjoy a cordial, professional relationship, it is an obligation on the part of MPCBIZ Members to avoid creating any actual or potential conflict of interest between Company employees and the Company through improper gratuities or other social interaction between those employees and the MPCBIZ Member. Any violation of these rules by a MPCBIZ Member subjects that MPCBIZ Member to immediate termination of their The Couples Coffee MPCBIZ Membership.
As such MPCBIZ Members must refrain from:
1. Providing any gratuities, courtesies or gifts in any form whatsoever to Company employees, including providing Company employees with product discounts.
2. Soliciting employees, their family or friends into their The Couples Coffee, L.L.C membership, The Couples Coffee Member Organizations or as customers.
3. Offering employment with their The Couples Coffee, L.L.C. business or other family business.
03. Confidential Information/Non-Disclosure top
The Company will supply limited and proprietary data processing and reporting information to MPCBIZ Members regarding number of visitors to the website. The MPCBIZ Member agrees that all such information, including all Organization Information and all Company Materials identified as being "confidential," is proprietary and confidential to the Company, and it is transmitted to the MPCBIZ Member in confidence, for the sole purpose of assisting the MPCBIZ Member in building his or her The Couples Coffee, L.L.C.("Company Confidential Information"). You acknowledge that the use of the term "your business" or similar terminology is a term of art and does not result in the granting to you of any rights in any Company Materials, Organization Information or any other Company property. You agree that you shall not disclose any Company Confidential Information, whether or not received initially from the Company, to any other person, firm, entity, or corporation, or use any Company Confidential Information for any unapproved purpose. MPCBIZ Members retain no right to possess or use any such Company Confidential Information for any reason following the termination of this Agreement for any reason. Genealogy reports, Organization Information, Company Confidential Information and/or mailing labels are released to the MPCBIZ Members only for supporting their Magic Power Coffee business during their active The Couples Coffee Membership. MPCBIZ Members agree to destroy all materials containing Company Confidential Information in their possession, custody or control, including all Organization Information immediately following termination of their The Couples Coffee Memberships. You hereby agree to the terms of confidentiality in these Policies & Procedures, and agree to fully comply with your ethical obligations, which include respecting the wishes of Organization leaders with respect to communications with their individual Organization members. Any MPCBIZ Member found to be in violation of these rules is subject to suspension and termination. Any violation of any of the foregoing terms and conditions shall entitle the Company to be awarded immediate injunctive relief against such unlawful activity, without any necessity of the Company's posting a bond, in federal or state court, in addition to all other legal and equitable remedies. Each MPCBIZ Member hereby acknowledges that his or her engaging in any of unauthorized activities described in this subparagraph shall cause damage and immediate irreparable harm to the Company. All of the terms and conditions of this subparagraph shall survive the termination of this Agreement for any reason.
04. Ethical Guidelines top
As a MPCBIZ Member of The Couples Coffee Inc., you agree to conduct business according to the following ethical guidelines:
a. I will honor the Company MPCBIZ Member guarantee with all of my customers.
b. I will be fair and honest in all my transactions as a Company MPCBIZ Member, while adhering to ethical practices which include, but, are not limited to:
c. Customer/MPCBIZ Membership will be placed on the account designated for that Customer/MPCBIZ Member only;
d. New MPCBIZ Members will be fully educated by their Support Agent on the rules governing The Couples Coffee Membership, including the Policies and Procedures/Terms and Conditions, and how they apply to MPCBIZ Member The Couples Coffee Members; and
e. MPCBIZ Member applications will contain accurate information regarding the New MPCBIZ Member, including a valid Magic Power Coffee Member Number, phone number, and E-Mail address.
f. I will make NO representations or statements regarding the nature or efficacy for any of the Company Products if such statements are not contained in official Company literature. This includes non compliant claims that the product "cures, treats, prevents or is used to diagnose any diseases."
g. I will not make specific or potential income claims, representations, or projections.
h. I will emphasize that the financial success of the Company MPCBIZ Member depends upon that MPCBIZ Member's individual effort, dedication, and the training and the supervision that a MPCBIZ Member provides to his or her Organization.
i. I will be polite and respectful to everyone I contact regarding my business and the Company products, as to enhance the positive reputation of the Company.
j. I will become familiar with, and abide by, the Agreement, as well as all relevant local, state, provincial and federal statutes, rules and regulations.
k. I will fulfill my leadership duties as a Support Agent, including training and supporting the MPCBIZ Members in my Organization.
l. I have had NO prior charges of conduct involving moral turpitude lodged against me. In the event that an alleged violation of any of these guidelines by you is brought to the attention of the Company and is confirmed, disciplinary action may include, but, is not limited to suspension and/or subsequent termination as outlined in Section XX "Conduct and Obligations" hereof.
05. Indemnity Agreement top
MPCBIZ Members shall safeguard and promote the positive reputation of the Company and its products, and shall refrain from any conduct that might be harmful to such reputations throughout the entire duration of their relationship with the Company. MPCBIZ Members shall avoid all discourteous, deceptive, misleading, unethical, and immoral conduct or practices while in association with the Company and its products. MPCBIZ Members found to be engaged in such practices will be subject to disciplinary action, including termination of their The Couples Coffee Membership, and shall be liable for any and all resulting damage to the Company. You agree to hold harmless and indemnify the Company for any claims, damages, or liabilities arising out of the MPCBIZ Member's business practices, representations, advertising, or actions that create any liability for the Company, whether civil or criminal, including regulatory or government fines or penalties.
06. Application Process top
To become a The Couples Coffee MPCBIZ Member an applicant is required to complete a MPCBIZ Member Application and Agreement form in its entirety. The Application and Agreement form must be filled out accurately and completely. You may register to become a MPCBIZ Member with the Company as follows:
1. By completing a The Couples Coffee MPCBIZ Member Application online through the Company web site: www.thecouplescoffee.com.
A prospective MPCBIZ Member cannot participate in the Company marketing plan or receive implementation in to our database until an Application has been submitted and accepted by the Company.
07. Eligibility Requirements top
A. Minimum Age Requirement
All Company MPCBIZ Members must be of the legal age of majority in their state or province of residence.
B. Double The Couples Coffee Memberships
MPCBIZ Members are allowed to have only one The Couples Coffee Membership per Magic Power Coffee Business Representative Number. This applies whether The Couples Coffee Membership is held as an individual, partnership, or corporation. The Company reserves the right to terminate both The Couples Coffee Memberships if the prohibition against double The Couples Coffee Membership is violated. (See exception in Section VIIIA - Marriage).
C. Start Up Requirements and Conditions
MPCBIZ Member's must be a current member of The Magic Coffee business representative membership, have a valid credit card , (Business or Personal) name, email address and phone number.
A MPCBIZ Member may cancel his or her membership at anytime. Any MPCBIZ member who opts out of the membership will consequently lose their place in rotation and be eliminated from our database.
D. Company Contact
The Company shall have the absolute right to contact MPCBIZ Members via email, facsimiles, postal mailings, or telephone relating to Company business. Each MPCBIZ Member agrees to accept all such contacts by the Company. You acknowledge your agreement to accept all Company contacts during the duration of your The Couples Coffee, L.L.C. The Couples Coffee Membership and waive your right to refuse any such contacts or to interfere with or challenge the making of such contacts with any member of your organization. You also waive your right to interfere with or challenge any such contacts with you if you have voluntarily terminated your The Couples Coffee Membership without notifying the Company of your termination.
08. Changes in The Couples Coffee Membership Status top
A. Marriage
As an exception to Double The Couples Coffee Memberships, Section VII (D), if two (2) existing MPCBIZ Members marry, they may maintain their existing The Couples Coffee Memberships as long as they have two distinct Magic Power Coffee Business Membership Numbers.
B. Death
Upon the death of a MPCBIZ Member, the rights and responsibilities of that The Couples Coffee Membership are passed on to the rightful heir. To affect the transfer of the The Couples Coffee Membership, upon the death of a MPCBIZ Member, the successor must provide the following to the Company:
i. A certified copy of the original death certificate;
ii. A certified copy of the court order or other instrument legally establishing the successor's right as the heir; and,
iii. A completed and executed Agreement and MPCBIZ Member Application signed by the successor.
C. Divorce
Upon the divorce of a married couple sharing a The Couples Coffee Membership, a certified copy of the divorce decree must be provided to the Company Corporate office. The Company must be notified as to which party will assume ownership of the The Couples Coffee Membership as determined by a court of competent jurisdiction or by settlement. Under no circumstances will the Organization of divorcing spouses be divided. Similarly, under no circumstances will the Company split membership placement between divorcing/divorced spouses. The Company will recognize only one MPCBIZ Organization and will dedicate one membership placement per The Couples Coffee Membership database. Placement shall always be issued to the same individual. In the event that parties to a divorce are unable to resolve a dispute over the disposition of membership placement and ownership of the Company business in a reasonable amount of time, as determined by the Company, The Couples Coffee Membership will be terminated.
If a former spouse has completely relinquished all rights in the original Company business, he or she is thereafter free to become a MPCBIZ Member at any time of his or her choosing after establishing and providing a new Magic Power Coffee Representative Number. In such case the party relinquishing an interest may reapply, as required by the Policies & Procedures, as a new MPCBIZ Member and shall have no rights with respect to compensation or any other benefit relating to any MPCBIZ Member of the original Compensation Organization.
D. Dissolution of Corporations or Partnerships
Upon the dissolution of a corporate The Couples Coffee Membership or a The Couples Coffee Membership that is a partnership, the ownership of that The Couples Coffee Membership will be transferred pursuant to the dissolution agreement among the shareholders or partners or upon receipt by the Company of an Order issued by a court of competent jurisdiction that directs how such ownership is to be allocated.
E. Sales or Transfers Prohibited
A MPCBIZ Member may not sell, assign, or otherwise delegate or transfer his or her The Couples Coffee Membership or any Organization Information or other Company Confidential Information, or any Company Materials, or any Sponsor duties or responsibilities, or any other duties, obligations or performances under this Agreement, Any attempted transfer or delegation in violation of this provision shall be null and void.
F. MPCBIZ Member Information Changes
MPCBIZ Members are responsible for keeping all of his/her own personal information on his/her account current, including, but not limited to, residential and business address, name, phone, email address, and fax number. MPCBIZ Members are required to make the necessary changes to their MPCBIZ Member information.
09. MPCBIZ Member Information and Responsibilities top
A. MPCBIZ Member Renewals
MPCBIZ Membership for the first month is free. After your first month, your membership will automatically be renewed indefinitely for a fee of $14.99 per month. This pays for hosting fees, marketing, and two day challenge Magic power Coffee Samples and monthly The Couples Coffee MasterCard/Debit Card processing fees. The Membership will not expire if not cancelled by of the MPCBIZ Member. If a MPCBIZ Member decides to cancel their membership into the program after he/she has been purged from the system, the purchase of a valid Magic Power Coffee Representative Membership is required to reactivate The Couples Coffee Membership.
B. MPCBIZ Members/The Couples Coffee Members/Contractors
All Company MPCBIZ Members are independent contractors. They are not employees of the Company, partners, or agents of the Company, nor are they purchasers of a franchise or a business opportunity. The Agreement between the Company and its MPCBIZ Members does not create an employer/employee relationship, agency, partnership, or joint venture, nor does this The Couples Coffee Membership Agreement, in any way, make the Company responsible for expenses incurred in the operation of that MPCBIZ Member's business. MPCBIZ Members shall not be treated as employees for services or for tax purposes. The MPCBIZ Member agrees to indemnify and hold harmless, the Company, from any and all liability including civil penalties, refunds, judgments, attorneys fees', court costs, or lost business incurred as a result of a MPCBIZ Member's unauthorized representations. No MPCBIZ Member has the authority (express or implied), to bind the Company to any obligation. MPCBIZ Members determine their own business hours and methods of marketing and sale, providing their business practices are in strict compliance with the Company Policies & Procedures. It is the MPCBIZ Member's responsibility to understand and abide by the applicable laws governing business transactions in their country, state and province of domicile.
C. Representations Made by MPCBIZ Members
Each MPCBIZ Member will honestly and fairly represent the Company and its products and programs in all Company related activities, including the marketing and sale of Magic Power Coffee Products and the solicitation of customers and new MPCBIZ Members. MPCBIZ Members are prohibited from misstating or omitting any significant material facts about the Company, or Company Products or programs.
MPCBIZ Members shall make it clear that the Company memberships are in no way affiliated with the AllXClub, inc. All MPCBIZ Members should emphasize that each MPCBIZ Member operates as an independent contractor, and like any other independent business, each MPCBIZ Member's success or failure depends on that MPCBIZ Member's personal efforts. The Company does not guarantee its independent MPCBIZ Members any particular income, profit, or success. MPCBIZ Members are not permitted to make any false or misleading claims or statements about the Company or any Company membership or programs, or any Company employees or other MPCBIZ Members. Any MPCBIZ Members who violate any of the foregoing prohibitions shall be fully and solely liable for any damages, fines, penalties or other civil or criminal consequences of such actions, and shall indemnify and hold harmless the Company from any and all claims, investigations, damages, fines, penalties or other monetary consequences arising from such violations. Further, you agree that any violation of the prohibitions in this paragraph can result in the termination or suspension of your The Couples Coffee Membership in addition to any and all other remedies available to the Company for your violation.
D. Income Claims
Each MPCBIZ Member hereby acknowledges with respect to income potential or experience, whether actual or hypothetical, that MPCBIZ Members shall not make any promise, guarantee, example, projection, or reference of any kind or any manner to any prospective MPCBIZ Member in connection with participation in the Company Program. Further, each prospective MPCBIZ Member hereby acknowledges that no one has made any promise, guaranty, example, projection, or reference of any kind or manner to the prospective MPCBIZ Member with respect to the income potential or participation in the Company Program or that any individual or Entity will derive any specific income or profit as a MPCBIZ Member.
In their enthusiasm to enroll prospective MPCBIZ Members, MPCBIZ Members may be tempted to make income claims, earnings representations, projections, or estimates to demonstrate the inherent power of the Membership Plan. This is counterproductive because new MPCBIZ Members may become disappointed very quickly if their results are not as extensive or as rapid as the results achieved by others. Moreover, the U.S. Federal Trade Commission and several states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials. Although MPCBIZ Members may believe it beneficial to provide copies of checks, or to disclose their earnings or the earnings of others, such acts have legal consequences that can negatively impact the Company as well as the MPCBIZ Member making the claim, unless appropriate disclosures are made, as required by law, contemporaneously with the income claim or earnings representation. Because MPCBIZ Members do not have the data necessary to comply with the legal requirements for making income claims, a MPCBIZ Member, when presenting or discussing the Company Program or Membership Plan with a prospective MPCBIZ Member, shall neither make income projections nor income claims of any kind or manner, nor disclose his or her Company income (including, but not limited to, the showing of checks, copies of checks, or bank statements), or otherwise refer to income potential of the Company business.
Accordingly, the making of income claims, examples, projections, or other references to income potential to a prospective MPCBIZ Member may, in the sole and absolute discretion of the Company, result in termination of The Couples Coffee Membership of the violating MPCBIZ Member. Such termination will result in the full forfeiture of membership placement or status of the violating MPCBIZ Member, as well as all other consequences of termination.
E. Disciplinary Actions
As a Company MPCBIZ Member, you may be disciplined or terminated by the Company immediately if you violate any of the prohibitions set out in these Policies & Procedures. Grounds for such termination or other disciplinary action include, but are not limited to:
i. Misrepresenting the potential earnings or income or other benefits that can be derived from The Couples Coffee Membership;
ii. Misrepresenting the volume of sales a person actually made or can potentially make through a The Couples Coffee Membership
iii. Selling or marketing the Company to others or making false or misleading claims about the Company or any of Company Products;
iv. Engaging in any activity prohibited under this Agreement;
v. Asserting a claim to any Company property, including any claim of ownership in any Company Materials, Organization Information, Company Confidential Information or other Company intellectual property;
vi. Violating any of the terms or conditions of this Agreement.
vii. Distributing or otherwise making representations of any kind, whether verbal or written, that implies, directly or indirectly, that employment with the Company is available;
viii. Making any false or misleading representation or omission of material fact in connection with the advertising, promoting, sale, or distribution of Company Products or in soliciting new MPCBIZ Members;
ix. Failing to instruct all persons who are selling or marketing the Company The Couples Coffee Memberships or products to others, to submit to the Company for prior approval, copies of all advertising that they plan to publish in newspapers or other media to recruit others into joining the Company;
x. Making any disparaging statements or comments regarding the Company, its products, product ingredients, management, officers, or employees. Disparaging comments are comments or statements that place the Company or its products, employees, officers, directors or MPCBIZ Members in a negative light.
CAUTION: Termination based on any of the foregoing grounds or for any reason whatsoever results in the forfeiture of all compensation, bonuses, or other benefits otherwise owed to or accrued by the terminated MPCBIZ Member, and his/her waiver of any right to claim any such compensation, bonus or other benefit, and requires the immediate return to the Company of all commissions earned after the date of the first violation. The foregoing shall be in addition to any and all other consequences of termination.
F. Non-competition with the Company; Company Right to Change Business Model
The Company and its MPCBIZ Members share a competitive business interest in maintaining the integrity of Company membership sales organizations, which was developed exclusively for the purpose of the cooperation of Magic Power Coffee Business Representatives to market and sell Magic Power Coffee Company Products . Accordingly, you agree not to compete directly or indirectly with the business of the Company or violate any confidentiality provisions of this Agreement in order to carry on a trade, business or profession that competes with the Company or to serve customers or clients of Company during a 20 year period following the voluntary or involuntary termination of that MPCBIZ Member's The Couples Coffee Membership.
You also agree not to solicit any person whom you know or should have known is a MPCBIZ Member of the Company to sell non-Company Products of any nature, or attempt to build or establish a business that would cause a detrimental effect or be at the expense of, or compete with other Company MPCBIZ Members, their Company Organization, or the Company. You acknowledge that violation of any portion of this provision will cause significant and irreparable harm to active MPCBIZ Members and 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 activity. All MPCBIZ Member obligations under this provision shall survive and remain enforceable following the termination of that MPCBIZ Member's The Couples Coffee Membership. Notwithstanding the foregoing, the Company shall have the exclusive right to offer new business opportunities to all MPCBIZ Members and to modify its business model. Company may engage in any direct advertising of its products and does not represent that it only markets and sells its products through MPCBIZ Members.
G. Lead Generation Programs
The Company from time to time may operate a program that offers its MPCBIZ Members the opportunity to purchase "qualified customer leads" at a nominal cost. The Company may generate these leads through a regional and/or national lead generation program intended to expand potential consumer awareness of the Company or its products and to aid its MPCBIZ Members in expanding their Company customer base and/or Organizations. Regional and national TV/Radio spots sponsored by the Company may be run to offer introductory promotional product offers of Company Products to generate "hot leads" of new customers that have already sampled one of its products. When/if this takes place, additional details, terms and conditions will be posted on the The Couples Coffee, L.L.C. web site.
H. Company's Right to Advertise and Direct Market its Memberships
Company reserves the right to directly advertise and market Company memberships, retail sales and Magic Power Coffee Business Memberships to consumers and to provide all sales leads generated from said direct sales in accordance with the provisions as set forth above. MPCBIZ Members acknowledge that Company wishes to bring added product and company name recognition by this process and to facilitate the growth of the company and its sales which shall benefit the company and its The Couples Coffee Member base. MPCBIZ Members shall have no expectation that Company will only sell its membership through MPCBIZ Members, notwithstanding any statements made by the Company, Support Agents or other MPCBIZ Members to the contrary.
I. Credit Card Usage by MPCBIZ Members
Company will accept payment for Company Memberships orders by approved credit cards from Magic Power Coffee Business MPCBIZ Members and Preferred Members. Credit card payment shall only be accepted when the MPCBIZ Member uses a credit card account listed under their name as "holder" of that account.
J. Payment Processing
i. MPCBIZ Members may make payment through an acceptable form of bankcard/credit card, money order, or cashiers checks. All payments must be made payable to "The Couples Coffee, L.L.C." The Company will not accept faxed copies of money orders or cashiers checks. DO NOT send cash.
ii. If a check or checks are returned to the Company for insufficient funds (NSF), the Company has the right to resubmit the insufficient funds check or checks without prior notice to MPCBIZ Member until such checks are either honored by the MPCBIZ Member or its banking institution. After three unsuccessful attempts to honor payment are made, the check may be turned over to a collection agency at the sole discretion of the Company. The Company's returned check fee is $25.00, in addition to the collection agency fees, if applicable.
A $25.00 NSF fee is also charged to MPCBIZ Member for any rejected bankcard charges. If a MPCBIZ Member has more than one (1) returned check, the Company will no longer accept checks from that MPCBIZ Member. PLEASE NOTE: After ten (10) calendar days' notification period to a MPCBIZ Member regarding an NSF, the Company has the right to terminate the MPCBIZ Members Membership and delete them from our database.
K. Enrollment
You can enroll in the Membership Program on line at www.thecouplescoffee.com or by calling 239-437-2318. The enrolled MPCBIZ Member will automatically be listed in our database and our Sales Rotation Maximization membership list after membership has been approved. The Company will automatically administer all membership charges to the designated bankcard.
l. Agreement
The Couples Coffee membership will be terminated or suspended immediately and without notice if a MPCBIZ Member is found in violation of the Policies & Procedures. The MPCBIZ Member must receive written approval from the Company to establish another membership under this program.
M. Payment Procedures
For any challenges with bankcard processing, an attempt to reprocess the membership cost will be made once each day for two (2) consecutive calendar days using the bankcard information the MPCBIZ Member provides. Upon the third day, the Company will attempt to contact the MPCBIZ Member. If contact is not made, membership will be cancelled without notice.
10. MPCBIZ Member and Retail Customer Product Guarantee top
The Company is confident in the quality of its memberships and believes strongly that The Couples Coffee website is a valuable tool in building your Magic Power Coffee business. It is because of this confidence that the Company Payments for membership dues are nonrefundable and non-returnable, and are therefore, not subject to a money back guarantee.
11. Retail Customer Program top
A. Definition of a Retail Customer and MPCBIZ Member
A retail customer is one who purchases Magic Power Coffee product directly through The Couples Coffee website and a MPCBIZ Member from our Sales Rotation Maximization list will receive the credit.
B. Sales Verification
The Couples Coffee, L.L.C. is not and does not verify sales for our membership. All sales verification must be done through your Magic Power Coffee back office. We are independent from the AllXClub and Magic Power Coffee companies and have no way of verifying this information. We take absolutely no responsibility for specific sales to the AllXCllub or its affiliates.
12. MPCBIZ Membership Program top
A. Definition of The Couples Coffee Member
The purpose of The Couples Coffee website is to help you provide a more economical way to gain retail and business sign ups for Magic Power Coffee Business Representatives, at the same time, build volume into your business. Once your business is established and in the SRM (SALES ROTATION MAXIMIZATON) database you will continuously be in line to receive the next paid customer to sign up for a Magic Power Coffee Business Membership or retail sale.
B. Magic Power Coffee Commissions and Retail Profits
The Couples Coffee, L.L.C. has no way of verifying your retail or business sign ups. All commissions and retail sales of the product must be handled directly by you through your Magic Power Coffee back office. We stress that we are in no way responsible for your relationship with the AllXClub, Inc. or the Magic Power Coffee manufacturers.
C. MPCBIZ Member Requirements
1. Get Activated – Purchase you’re the Couples Coffee Membership.
2. Get in Sales Rotation Maximization database – After activating your membership you are automatically added to our database.
3. Enjoy Your Life: The Couples Coffee website is dedicated to promoting the Magic Power Coffee product and drive buyers to our website. This gives you a built in marketing and sales MPCBIZ team. We work for you 24 hours a day 7 days a week. Our goal is to generate the largest network of Magic Power Coffee representatives in the world. As our community builds you will be a member in the most powerful lead generating MPCBIZ in any MLM company ever created.
D. Privacy Policy
All customer names and personal information shall be subject to the Company's Policy Statement as posted on its websites.
Trademarks, Logos, Product Names, Domain Names and Other Company Intellectual Property: All Company trademarks, product names, logos, slogans, domain names, Organization Information, Confidential Information and Company Materials (collectively, "Company Intellectual Property") are owned exclusively by the Company. MPCBIZ Members (Preferred members and Active members) may not use the Company Intellectual Property for any purpose other than as permitted in these Policies & Procedures. MPCBIZ Members may not directly or indirectly obtain or attempt to obtain legal rights in any Company Intellectual Property. MPCBIZ Members also are not permitted to use any Company trademark (including the The Couples Coffee, L.L.C.name, logo or any Company Product name) as part of any domain name, company name, or advertising slogan. Upon termination of a MPCBIZ Member's The Couples Coffee Membership, all rights to use any Company Intellectual Property automatically are terminated simultaneously with termination of the The Couples Coffee Membership. Accordingly, upon such termination, you will immediately and permanently discontinue the use of all trademarks and names, together with all literature, signs, labels, posters, stationary or advertising materials and Company Materials related to the Company, its products and its marketing programs. The failure to discontinue all uses of Company Intellectual Property shall cause the Company immediate irreparable harm, and is inter alia trademark infringement and copyright infringement giving rise to the Company's right to an immediate injunction without the necessity for the posting of a bond by the Company, in addition to all other remedies available to the Company. The Company grants to each MPCBIZ Member the limited, non-exclusive, revocable and terminable right to use Company Intellectual Property for authorized Company business-related purposes only, subject to all applicable Company rules and guidelines regarding their use, and only during the period the MPCBIZ Member is in good standing with the Company, meaning that he/she is not suspended or terminated.
E. Advertising
The Company encourages MPCBIZ Members to advertise and promote the Company's Products and marketing opportunities. However, it is critically important that all MPCBIZ Members comply with all Company advertising guidelines contained in these Policies & Procedures or as otherwise established by the Company. Failure to comply can result in damage to the reputation of the Company and its products and could result in undesirable publicity and possible legal actions. In order to protect the Company and its MPCBIZ Members, the Company reserves the right to terminate MPCBIZ Members who are in violation of these advertising provisions. Violation of these provisions shall cause the Company immediate irreparable harm giving rise to the Company's right to an immediate injunction without the necessity for the posting of a bond by the Company, in addition to all other remedies available to the Company. All advertising and promotion of the Company and Company Products, as well as all advertising and promotion that compares Company Products with other products, requires the prior written permission of Company prior to a MPCBIZ Members' placing of any advertising in any media outlet including hard print ads, internet ads or TV or radio advertisements. For purposes of this provision, content on a website constitutes "advertising or promotion." All advertising and promotional materials you want to use, including any press releases or other publicity material, must be submitted to the Company Corporate Office for review no less than sixty (60) days prior to their planned use. You agree to make any changes to the advertising or promotional material requested by the Company, or, if the Company does not approve the materials in writing, you agree not to use them. All submissions for review must be sent with a cover letter identifying that the materials are advertising materials being submitted for review along with an explanation of when, where and how the materials will be used. If the Company does not notify you in writing of the results of its review within sixty (60) days from the date if receipt by the Company of the materials submitted, the materials are deemed unacceptable and cannot be used.
F. Literature and Sales Aids
MPCBIZ Members are prohibited from using, distributing or selling any Company materials, including all marketing and sales materials in any media (print, audio, video, etc.) that (a) has not been authorized by the Company for use, distribution or sale, (b) is outdated, or (c) contains Confidential Information. All Company Materials whether printed, on a website, or in audio, video, CD-ROM or other media, are copyrighted and may not be reproduced in whole or in part by MPCBIZ Members or any other person. MPCBIZ Members shall destroy any stale, outdated or discontinued (collectively, "outdated") Company Materials. Only current, authorized sales aids can be used by MPCBIZ Members. Company can at any time, determine that a sales aid or promotional literature or other Company Material is no longer available for use, distribution or sale by MPCBIZ Members. Once the Company no longer provides a sales aid or promotional product on its website or through its The Couples Coffee Member services, that sales aid or promotional product is considered outdated. Nothing in Company's sales aids or other Company Materials are implied terms or amendments to this Agreement, nor shall they be deemed as or relied on by MPCBIZ Member as representations or terms of agreement that bind the Company.
G. Telephone
The Company prohibits MPCBIZ Members from answering the telephone in any manner that would imply or lead callers to believe they have reached the corporate offices of the Company.
MPCBIZ Members should therefore refrain from answering the phone with phrases such as "The Couples Coffee Inc." or "This is (name) with The Couples Coffee".
The approved telephone listing for all telephone publications is "The Couples Coffee Independent MPCBIZ Member (name)." Any MPCBIZ Member found in violation of this policy is subject to immediate termination.
H. Faxes
MPCBIZ Members may not send unsolicited facsimile transmissions regarding the Company or its Products to any persons, businesses, or entities. Any sending of such faxes is a violation of Company policy and will subject the person or persons responsible to suspension or termination of their MPCBIZ Member with The Couples Coffee Membership.
I. Telephone Solicitation
The Company name and Company Materials may not be used in automatic calling devices or "boiler room" operations to solicit potential MPCBIZ Members or customers, and in some states any unsolicited telephone calls may be prohibited under Federal or State "Do not Call Rules" or equivalent laws, and therefore are prohibited under these Policies & Procedures. Any violation of any such laws, rules or regulations by a MPCBIZ Member is grounds for immediate termination of his/her The Couples Coffee Membership, in addition to all other remedies available to the Company for this violation. A MPCBIZ Member who has violated any such rules, laws or regulations shall indemnify and hold harmless the Company from any claims, damages, fines or penalties arising or resulting from such violation.
K. Medical Claims and Product Testimonials FYI
13. FOOD AND DRUG LAWS top
The Federal Food, Drug, and Cosmetic Act govern the following:
A. Foods: Vitamins, minerals, amino acids, extracts and herbs are dietary supplements, which are classified as foods under the Act. Conventional foods like drinks, shakes and candy bars are also included.
B. Drugs: A drug is defined by U.S. law as any substance (other than a food or device) intended for use in the diagnosis, cure, relief, treatment, or prevention of disease or intended to affect the structure or function of the body. (Oral contraceptives are an example of drugs that affect the function of the body rather than a disease.)
This comprehensive definition of a drug, although important for legal purposes, is rather complex for everyday use. A simpler but workable definition of a drug is any chemical substance that affects the body and its processes.
By law drugs are divided into two categories: prescription drugs and nonprescription drugs. Prescription drugs— those considered safe for use only under medical supervision—may be dispensed only with a prescription from a licensed professional with governmental privileges to prescribe (for example, a physician, dentist, podiatrist, nurse practitioner, physician's assistant, or veterinarian). Nonprescription drugs—those considered safe for use without medical supervision (such as aspirin)—are sold over the counter). In the United States, the Food and Drug Administration (FDA) is the government agency that decides which drugs require a prescription and which may be sold over the counter.
C. Cosmetic: The legal difference between a cosmetic and a drug is determined by a product's intended use.
Different laws and regulations apply to each type of product. Firms sometimes violate the law by marketing a cosmetic with a drug claim or by marketing a drug as if it were a cosmetic, without adhering to requirements for drugs. The Food, Drug, and Cosmetic Act (FD&C Act) defines cosmetics by their intended use, as "articles intended to be rubbed, poured, sprinkled, or sprayed on, introduced into, or otherwise applied to the human body...for cleansing, beautifying, promoting attractiveness, or altering the appearance" [FD&C Act, sec. 201(i)].
Among the products included in this definition are skin moisturizers, perfumes, lipsticks, fingernail polishes, eye and facial makeup preparations, shampoos, permanent waves, hair colors, toothpastes, and deodorants, as well as any material intended for use as a component of a cosmetic product.
You should be familiar with the law as it regards to the sale of dietary supplements.
Claiming that a food or a dietary supplement can cure, treat or prevent diseases makes them "drugs" that are subject to special legal requirements and must be pre-approved by the FDA.
D. ADVERTISING LAWS
Truth-in-advertising laws have been enacted by both the federal and state governments. Even private organizations like the Better Business Bureau are involved in ensuring that advertisers make truthful claims so that consumers get accurate information and can make informed decisions about the products they buy.
All Advertisers are required to use only claims that are truthful and not misleading. Advertisers must have adequate substantiation or "proof" for all claims before they make them.
E. Selling Dietary Supplements
It is legal to sell dietary supplements, however; they must be presented as dietary supplements, which is the classification determined by the Federal Food and Cosmetic Act. Labeling claims that dietary supplements affect certain bodily structures and functions are permitted as long as they are supported by scientific research. They should not be represented as drugs to cure, treat, or prevent disease because this could influence their legal status. According to the law, foods are "articles used for food or drink." Drugs are "articles intended for use in the diagnosis, cure, mitigation, treatment, or prevention of diseases in man or other animals."
Even though you may be convinced that certain dietary supplements have curative powers, the law does not permit such claims to be made without prior FDA approval. And proving the efficacy of dietary supplements to the government would take millions of dollars and years of testing. It is simply not feasible to do that. So you can sell dietary supplements as dietary supplements, but not as drugs.
F. FOODS VS DRUGS
The law uses words with great precision, and subtle distinctions are crucial. People in the dietary supplement business, therefore, need to understand how to talk about their products without putting them in the category of drugs. The law does not recognize the healing powers of dietary supplements nor does it give much credence to individual testimonials, especially testimonials about how dietary supplements may have helped someone overcome a disease or sickness.
G. COSMETICS
Laws regarding cosmetics are much more straightforward. Cosmetics are defined as articles intended to be rubbed, poured, sprinkled, or sprayed on, or introduced into, or applied on the human body for cleansing, beautifying, promoting attractiveness, or altering appearance. They must be safe, sanitary, and truthfully labeled.
H. THE POTENTIAL FOR LEGAL PROBLEMS
To summarize, you must be careful in these three areas. You can be found of breaking the law when you:
1. Present the products as drugs; rather than dietary supplements.
2. Make outrageous or untruthful claims for any product.
3. Take on the role of a licensed medical doctor by diagnosing or prescribing.
I . ENFORCEMENT OF LAWS
Licensing laws are enforced by state government officials. They may be notified by a dissatisfied dietary supplement customer, family member, insurance carrier, or by a medical doctor.
Food and drug laws are enforced on a national level by the Food and Drug Administration (the FDA). State agencies enforce state laws. Dietary supplements, manufactures and suppliers are subject to FDA inspections in the same way that the state and local health officials inspect bakeries or restaurants.
Penalties for violating the law can be severe, especially for practicing without a medical license.
No claims as to the therapeutic or curative properties about Products may be made, except those officially approved by the AllxClub and The Magic Power Coffee licensed owners. In particular, no MPCBIZ Member may make any claim that the Company's products are useful in the treatment or cure of any disease. Medical claims regarding the Company Products are strictly prohibited. MPCBIZ Members should recommend to any customer who is currently under a physician's care or medical treatment to seek the advice of their health care practitioner before altering their nutritional regimen.
In no event should MPCBIZ Members give advice or instruct purchasers as to how to use these Products (i.e.: amount of dosage, length of use etc.). Customers are to be instructed to use Company Products only in accordance with the Company materials and package usage instructions. Independent instructions or advice given to customers by MPCBIZ Members or those affiliated with the Members are violations of Company policy and these Policies & Procedures and will be grounds for immediate disciplinary action, up to and including termination.
You hereby agree to indemnify The Couples Coffee Company and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorneys' fees, court costs, fines, penalties and lost business incurred by the Company as a result of the MPCBIZ Member's unauthorized representations or actions of any kind or nature whatsoever. Any violation of any of the foregoing terms and conditions shall entitle the Company to be awarded immediate injunctive relief against such unlawful activity, without any necessity of posting a bond, in federal or state court, in addition to all other legal and equitable remedies. Each MPCBIZ Member hereby acknowledges that his or her engaging in any of such unauthorized activities shall cause damage and immediate irreparable harm to the Company. All of the terms and conditions of this subparagraph shall survive the termination of this Agreement for any reason.
14. Conduct and Obligations top
A. Adherence to Policies & Procedures
Company MPCBIZ/Preferred Members shall monitor the activities of their Organization to help ensure that the Policies & Procedures are being followed. A MPCBIZ Member must promptly and accurately report any possible violations to The Couples Coffee Member Services. Support Agents are obligated as part of their role as Support Agents to regularly and effectively engage in such monitoring.
B. Violations of Policies & Procedures
The Company actively defends its good name and reputation. Thus, the Company reserves the right to take quick and decisive action in governing and enforcing these Policies & Procedures. Any MPCBIZ Member who is found to be in violation of any rules, stipulations, laws, or, policies are subject to the disciplinary actions outlined in these Policies & Procedures. If a violation is brought to the attention of the Company, and sufficiently substantiated, it will be documented into that Member's records. Depending on the severity of the violation, disciplinary action may include, but is not limited to, suspension and termination. Should a MPCBIZ/Preferred Member be found by the Company to be in violation of these Policies & Procedures, the Company will notify The Couples Coffee Member as of the date of such violation. Any compensation or benefits owed by Company to the MPCBIZ/Preferred Member shall be forfeited by the MPCBIZ Member upon such suspension or termination, and the right to receive same shall be waived, and Company may bring legal action against the MPCBIZ Member to seek repayment of all or any monies paid to the MPCBIZ Member from date of violation until the date of termination or suspension of the MPCBIZ Member. Company may disable a MPCBIZ Members' access to the database and to all Company websites and data bases for any reason it deems necessary and for any reason during investigation of a MPCBIZ Member's violations or alleged violations of Company policies. If any Member is suspended because of a violation or misconduct, that Member will lose all rights to any payouts and other benefits during the suspension period. That MPCBIZ Member is also prohibited from the Company Membership and any sales during the suspension period. The Company reserves the right to set the length of the suspension. Any Member that repeats an offense or has more than two (2) suspensions will automatically be terminated.
C. Disciplinary Measures
If a violation is brought to the attention of the Company, and sufficiently substantiated, it will be documented into that MPCBIZ/Preferred Member's records. Depending on the severity of the violation, disciplinary actions may include, but are not limited to, suspension and subsequent termination.
D. Suspension
If any Member is suspended by company for any reason, including for any violation or misconduct, that person will lose all rights to earn or receive or keep any monetary sales that have been earned or which otherwise accrued at any time prior to the suspension and during the suspension period. That MPCBIZ Member is also prohibited from using any Company Materials during the suspension period. The Company reserves the right to determine the length of the suspension. A MPCBIZ Member that repeats an offense or has more than two (2) suspensions will automatically be terminated and lose all rights to his or her Organization and possible commissions and bonuses.
Suspension during investigation of The Couples Coffee Member violations
In the event that the Company believes that any Member has violated the Policies & Procedures or the Agreement, the Company may suspend all privileges afforded to that Member for the duration of the Company's investigation of those violations. During such investigation and investigatory suspension period, the Company shall be entitled to terminate Member's online access to all Company websites, database placement, email, voicemail, and community sites and also may freeze all of that MPCBIZ Member's payments.
Formal Suspension of MPCBIZ Member
Should Company suspend the MPCBIZ Member pursuant to any other provisions of these Policies & Procedures or the Agreement, Company may suspend all MPCBIZ Member privileges pending reinstatement or permanently upon termination. Company shall be entitled to suspend the MPCBIZ Member's access to all websites, database placement, email, voicemail, and the suspended MPCBIZ Member shall forfeit all rights to receive or keep any membership payments owed to The Couples Coffee Member during the period of "formal" suspension up until reinstatement by company or termination.
E. Termination
Upon determination by the Company that a MPCBIZ Member has violated any provision or policy of these Policies & Procedures or Agreement, and has determined that the violation warrants termination, the Company may terminate that Member and may pursue all available legal and equitable remedies against him/her. When a decision is made to terminate a MPCBIZ Member, the Company will send a notice via the most efficient, reasonable method to the MPCBIZ Member. A MPCBIZ Member who is terminated by the Company shall upon demand by the Company, repay, return or compensate the Company for all owed to the Company from the date of the earliest violation up to and including the date of termination, as well as pay to the Company any other damages, fines or penalties resulting to the Company from such conduct, and to reimburse the Company for any legal fees expended in connection with the violation(s) and all resulting consequences of the violation(s). Once notice of termination by the Company has been given, the MPCBIZ Member immediately shall cease representing himself/herself as a Company MPCBIZ Member or The Couples Coffee Member and shall cease all activities relating to his/her The Couples Coffee Membership. If a MPCBIZ Member wishes to appeal the termination, the Company must receive written notice of the request for an appeal within fourteen (14) calendar days of the date of the Company's termination letter. If the appeal is not received within the fourteen (14) day period, the termination automatically will be deemed final. If a timely appeal is received, the Company will review and reconsider the termination, consider any other appropriate action, and notify the MPCBIZ Member of its decision. The decision of the Company will be final, binding and not subject to further review. Any MPCBIZ Member who seeks an appeal waives his/her right to challenge the Company's decision by arbitration, in a court of law, or otherwise.
F. Voluntary Termination ("Resignation")
Any MPCBIZ Member who wishes to voluntarily terminate his/her The Couples Coffee Membership must contact The Couples Coffee Member Services to notify the Company of the termination. MPCBIZ Members have the right to terminate their The Couples Coffee Membership at any time for any reason. The Company must receive a notarized letter stating the reasons for resignation, the MPCBIZ Member's name, and his/her Magic Power Coffee MPCBIZ representative number. When a MPCBIZ Member voluntarily resigns with the Company it is treated as an involuntary termination in that all of the terms and conditions in this Agreement applicable to termination shall immediately become operative, including the termination of all licenses granted for the use of Company Materials, Organization Information and other Company Intellectual Property. A terminating The Couples Coffee Member forfeits all rights to receive and waives his/her rights to seek any compensation whatsoever from the Company. The Couples Coffee Member fees are not refundable.
G. Notice
All notices to be given regarding disciplinary actions as outlined in these Policies & Procedures, shall be deemed properly delivered by depositing the notice in the mail, addressed to the name of the MPCBIZ Member, and sent to the last known address in our computer files. The Company may also arrange for delivery by a known courier or service, or send the notice via facsimile transmission followed by a confirmation copy sent by mail. All notices shall be deemed given if sent by mail and five (5) calendar days have passed from the date of the postmark, sent by courier and two (2) calendar days have passed from the shipping date, or same day if delivered by hand or upon confirmation of transmission by facsimile.
15. Insurance top
The Couples Coffee, L.L.C. gives no insurance to the statements or claims made by the AllXClub about the Magic Power Coffee product. We do not conduct independent studies to evaluate the health benefits of this product. All product claims and responsibilities lie solely with the documentation, agreements and authorization of the AllxClub. The Couples Coffee, L.L.C. has no way of verifying its claims and does not accept any responsibility for its claims.
16. Non-Performance Clause top
The Company and any MPCBIZ Member shall not be held responsible for any delays or failures in performances under this Agreement, where performance is made commercially impracticable due to circumstances beyond the party's control. This includes without limitation, computer failure, strikes, labor difficulties, war, fire, death, natural disasters, curtailment of the party's usual Magic Power Coffee source of supply, governmental decrees or orders, or other such "Acts of God." The Company disclaims all liability for any losses resulting from any such delay or failure, and you waive the right to assert any claims against the Company relating to such delays or failure. Further, the Company's maximum liability for any claims asserted by a MPCBIZ Member for a non-waived claim is the total amount of money paid to the Company by the MPCBIZ Member within the six months preceding the assertion of the claim. The Company does not owe any implied contractual duties under this Agreement, and disclaims all liability with respect to any duties implied by law or otherwise, and you waive the right to assert any such claims.
17. Non-Waiver of Policies & Procedures top
Failure of the Company to exercise any rights stated in the Policies & Procedures, Compensation Plan, or MPCBIZ Member Application and Agreement, shall not constitute a waiver of the Company's right to demand exact compliance therewith by all MPCBIZ Members. Waiver by the Company of any provision of the Policies & Procedures or any MPCBIZ Member Agreement shall not constitute a waiver of any prior, concurrent, or subsequent breach by the MPCBIZ Member, and is only effective if in writing and issued by an authorized executive of the Company.
18. Amendments top
In order to maintain a viable marketing program and to comply with changes in Federal, State, or Local laws, and economic conditions, the Company reserves the right, in its sole and absolute discretion, to amend, from time to time, these Policies & Procedures. Any amendments to the Policies & Procedures shall be effective upon the date of their posting on the Company website, whether or not a Notice of Amendment is posted. Each MPCBIZ Member is responsible for learning updated information pertaining to the Company and for dissemination of that information to their Organization. Continued activity in The Couples Coffee Membership after the Company has posted any Amendment or Notice of Amendment, or acceptance of bonuses or commissions, constitutes actual notice and acceptance of any and all Amendments. Further, each order placed by a MPCBIZ Member shall constitute a reaffirmation of his or her agreement to be bound by and comply with the then current Policies & Procedures and the Agreement MPCBIZ Members are bound to the current Policies regardless of their inability or lack of knowledge as to Amendments.
19. Governing Law top
The Policies & Procedures, Compensation Plan, and Application and Agreement are reasonably related to the laws of the USA and shall be governed, constructed, controlled, and enforced in all respects in accordance with Florida law, without regard to Florida’s conflict of laws and principles. The parties agree that sole and exclusive jurisdiction and venue for any disputes arising between them shall lie within the State of Florida, Lee County.
20. Dispute Resolution Procedures top
If a dispute arises relating to any relationship between or among the Company, its officers, employees, The Couples Coffee Members, or vendors or arising out of any product or service provided by the Company, the parties agree to attempt in good faith to resolve any such dispute in an amicable and mutually satisfactory manner.
In the event such efforts are unsuccessful, either Party may serve a notice of mediation/arbitration on the other Party. Notice of Mediation/Arbitration shall be personally delivered or sent by prepaid registered airmail or air courier, and shall be effective on the receipt thereof. Proof of receipt shall be sufficient if signed by an officer or responsible official of the Party to whom it is addressed.
Notice of Mediation/Arbitration shall be dated, and without prejudice to any right under the Rules permitting subsequent modifications, and shall specify the claims or issues that are to be addressed in the mediation/arbitration. The mediation must be held in Fort Myers, Fl. or elsewhere in the Fort Myers metropolitan area by a mediator knowledgeable about multi-level marketing businesses. The parties shall agree on a mediator and shall equally share the costs of the mediation. The mediation must take place within two weeks following the receipt of notice of mediation. If differences cannot be resolved by mediation, the Parties agree that, in order to promote to the fullest extent reasonably possible a mutually amicable resolution of the dispute in a timely, efficient and cost-effective manner, they hereby waive their respective rights to a trial by jury and agree to settle the dispute by submitting the same to binding arbitration in accordance with the commercial rules of the American Arbitration Association ("A.A.A."), except that all Parties shall be entitled to all discovery rights allowed under the Federal Rules of Civil Procedure as those rules exist in the United States Federal Court for the District of Florida.
The Parties shall attempt to select a mutually agreeable mediator/arbitrator from A.A.A.'s Panel of Mediators/Arbitrators. If no agreement is reached within fifteen (15) calendar days of the first written notice of intent to mediate/arbitrate, the current Director of Professional Services for A.A.A. in Florida shall serve as the mediator/arbitrator. The Arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. 1 et. seq. and the judgment upon the award rendered by the arbitrator may be entered by a court of competent jurisdiction thereof. If a MPCBIZ Member files a claim or counterclaim against the Company, he or she may only do so on an individual basis and not with any other MPCBIZ Member or as part of a class or consolidated action. Either Party may elect to participate in the arbitration telephonically. Florida law, without regard to Florida conflict of law principles shall govern any substantive or procedural right other than the enforceability of the arbitration agreement. The Parties further expressly agree (i) the arbitrator shall reach his decision only by applying strict rules of law to the facts; (ii) the arbitration shall be conducted in the English language, in Lee County, Florida; (iii) the Party in whose favor the arbitration award is rendered shall be entitled to recover costs and expenses of the arbitration; including, but not limited to, attorneys' fees and the cost and expense of administering the arbitration proceedings, as well as any cost and attorneys' fee incurred in executing on or enforcing the arbitration award; and (iv) the arbitration award shall be issued in Lee County, Florida U.S.A.
Except as provided in the following sentences, 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. Provided that, notwithstanding this dispute resolution policy, either Party may apply to a court of competent jurisdiction in Lee County, Florida to seek injunctive relief before or after the pendency of any arbitration proceeding. The institution of any action for injunctive relief shall not constitute a waiver of the right or obligation of any party to submit any claim seeking relief other than injunctive relief.
21. MPCBIZ Member Feedback top
The Company respects and appreciates the cooperation of their MPCBIZ Members and requests any information regarding violations and/or any investigations be relayed to The Couples Coffee Member Services.
If you notice any violation, breach, or misrepresentation of any of these Policies & Procedures, please call The Couples Coffee Member Services immediately at 1 239-437-2318 or contact The Couples Coffee Member Services at the following email address: customerservice@thecouplescoffee.com
22. Company’s right to refuse MPCBIZ Membership top
The company reserves the right, at its sole discretion, to refuse MPCBIZ Memberships to individuals for any reason. This includes, but is not limited to, previous criminal record of theft, fraud, IRS tax evasion, and corporate embezzlement and also includes non compliant health or earnings claims. When a decision is made not to grant MPCBIZ Membership, the Company will send a notice via the most efficient, reasonable method to the enrolling MPCBIZ Member. If this MPCBIZ Member is already active, the company can terminate this individual. Once notice of decline in MPCBIZ Membership is documented by the Company, the enrolling MPCBIZ Member immediately shall cease representing himself/herself as a Company MPCBIZ Member or The Couples Coffee Member and shall cease all activities relating to his/her The Couples Coffee Membership. If a MPCBIZ Member wishes to appeal the decision, the Company must receive written notice of the request for an appeal within fourteen (14) calendar days of the date of the Company's membership decline letter. If the appeal is not received within the fourteen (14) day period, the decision for declining MPCBIZ Membership will automatically be deemed final. If a timely appeal is received, the Company will review and reconsider this decision and notify the enrolling MPCBIZ Member of its decision. The decision of the Company will be final, binding and not subject to further review. Any MPCBIZ Member who seeks an appeal waives his/her right to challenge the Company's decision by arbitration, in a court of law, or otherwise. |
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