Terms and Conditions

As of December 1, 2023
Updated on October 1, 2024

 

Zenith Zing refers to the commercial relationship established between Zenith Zing S.L. and Subscription Pro Services LLC, under a commercial agreement (hereinafter referred to as the "Company"), which regulates the management and operation of the platform, as well as the associated services.

 

The Zenith Zing Terms and Conditions contained herein are set forth to explain and define the rights and responsibilities of Zenith Zing and its Independent Customers, Members or Affiliates.

 

Although most of these Terms and Conditions focus on being an Affiliate at Zenith Zing, they apply to everyone, including Customers and Members as well.

 

Each Independent Customer, Member or Affiliate agrees, without reservation, to all terms and conditions contained herein and releases Zenith Zing from any liability that may result from this agreement between the Independent Representative and Zenith Zing.

 

CODE OF CONDUCT STATEMENT

 

The Company has established the following code of conduct to guide the proper, efficient and ethical operation of the Company. We require our Customers, Members or Affiliates to comply with the letter and spirit of this code which forms our contract with all registered parties of Zenith Zing.

 

1. Customer, Member and Affiliate Obligation. Zenith Zing's Customers, Members or Affiliates:

 

1. Conduct themselves in an ethical and professional manner;

 

2. They will sell the company's products and/or services in accordance with the compensation plan;

 

3. They will make it clear that success in the Company's compensation plan is based on purchases of products and/or services and not on sponsorships;

 

4. They shall represent the compensation plan only as prescribed by the Company;

 

5. They will be truthful in my representation of the products and/or services and will not make any claims about the product and/or service that are not approved and/or supported by official Company publications;

 

6. Comply with applicable consumer protection laws and regulations;

 

7. They will maintain current and accurate address information, telephone number, email address, social security number, method of payment and any other information on file.

 

Zenith Zing Members do not:

 

1. Engage in deceptive, illegal or unethical business or recruiting practices;

 

2. They will employ high-pressure sales or recruiting practices;

 

3. Make misleading sales claims or guarantees about the company's products and/or services;

 

4. They will make misleading claims or guarantees about potential earnings;

 

5. Sponsor or enroll minors or persons who are not capable of making an informed decision;

 

6. Conduct business in countries other than those approved by Zenith Zing;

 

7. Purchase Business Volume on another Member's or Customer's account to qualify for any bonus or commission; or

 

8. They will look for any way to violate or circumvent Zenith Zing's policies.

 

Section 1 Becoming Customers, Members or Affiliates

 

A. Age of Majority. To become a Customer, Member and/or Affiliate, all Applicants must have reached the age of majority, generally eighteen (18) years of age, in the jurisdiction in which they reside.

 

B. A new Client, Member and/or Affiliate is authorized by the Company to exercise its rights and operate when joining as a Client, Member or Affiliate by submitting the required information fields on any of the registration or update pages of the website.

 

C. The right to accept, renew or deny any Client, Member or Affiliate remains solely with the Company.

 

D. A Client, Member or Affiliate may be required to provide the Company with proof of residency, work authorizations and ability to legally conduct business in the country in which they are conducting business.

 

E. Required Purchase. There are no product purchases required to maintain your status as a Customer, Member or Affiliate.

 

F. Business Entities. If the Customer, Member or Affiliate is a Business Entity, the Applicant may also be required to provide an Identification Number for the Business Entity and a Statement of Beneficial Interest, which must include the signature and Identification Number or other personal identification number of each Person having a Beneficial Interest in the Business Entity. To verify the form of the Business Entity, the Beneficial Interest holders and authorized signatories, the Company may require, at any time, that the Applicant submit a copy of its articles of organization, articles of incorporation or other documentation.

 

G. Identification Number. For tax filing purposes (where required) and identification purposes (where permitted by law), the Company requires Applicants to provide the Identification Number or other personal identification number. Failure to provide this number may result in rejection of the Application or cancellation of the position or commissions withheld.

 

H. Inaccurate Information. If the Company determines that a Customer, Member or Affiliate submitted inaccurate or false information, it may immediately terminate that person or entity or declare the Customer, Member or Affiliate Agreement null and void as of its inception.

 

In addition, it is the obligation of Clients, Members or Affiliates to inform the Company on an ongoing basis of any changes that affect the accuracy of the Agreement.

 

I. Duration. The Agreement is valid for a period of one (1) year from the Enrollment Date. Each year thereafter, the Agreement will automatically renew by maintaining an active status on Zenith Zing.

 

J. Non-Exclusive Territory. The authorization of a Customer, Member or Affiliate to exercise Rights and operate hereunder does not include the granting of a franchise or exclusive territory, nor is a Customer, Member or Affiliate permitted to make any such claims.

 

Section 2 Obligations of Customers, Members or Affiliates and Status Management

 

A. Compliance. A Customer, Member or Affiliate shall at all times comply with each of the terms and conditions of the Agreement.

 

B. Independent Contractor. A Customer, Member or Affiliate is an independent contractor and is responsible for its own business expenses, decisions and actions.

 

1. A Customer, Member or Affiliate shall not hold himself or herself out as an agent, employee, partner or joint venture with the Company. A Customer, Member or Affiliate shall not make purchases or enter into transactions on behalf of the Company.

 

2. The working hours, business expenses and business plans of a Client, Member and Affiliate are not dictated by the Company. A Client, Member or Affiliate shall not make printed or verbal statements that state or imply otherwise.

 

3. A Client, Member or Affiliate is fully responsible for all of its verbal and/or written statements made with respect to the products, services and the Compensation Plan that are not expressly contained in the Company's official materials, and the Client, Member or Affiliate agrees to indemnify the Company against any claims, damages or other expenses, including attorneys' fees, arising from any representation or action made by the Client, Member or Affiliate that is outside the scope of the Agreement. The provisions of this Section survive termination of the Agreement.

 

C. Compliance with Laws. In conducting the business of Customers, Members or Affiliates, Customers, Members or Affiliates shall comply with all applicable national and local laws, regulations and ordinances. Customers, Members or Affiliates shall not violate any laws that apply to unfair competition or trade practices, including any laws prohibiting the advertising, offering for sale or sale of products and/or services at less than the wholesale price thereof.

 

D. Offers. A Customer, Member or Affiliate may not offer or promote any unapproved, non-Company plans, incentives, opportunities or Sales Tools in conjunction with the promotion of products and/or services.

 

E. Retail Sales. Achieving success as an Affiliate requires time, effort and commitment. There are no guarantees of Commissions, only rewards based on productivity. A successful Affiliate business requires regular and repeated retail sales of products and/or services by the Affiliate. Retail sales made by an Affiliate's Downline Organization also contribute to the success of an Affiliate business.

 

F. Negative Statements. A Customer, Member or Affiliate shall not make disparaging, misleading, inaccurate or unfair statements, representations, claims or comparisons regarding:

 

1. the Company, its Products, its Services, its business activities or its Customers, Members or Affiliates; or
2. other companies, including competitors, their services, products or business activities.

 

I. Unethical Activity. A Customer, Member or Affiliate must be ethical and professional at all times when conducting Business. A Customer, Member or Affiliate shall not allow Customers, Members or Affiliates in its Downline Organization to engage in unethical activities. Examples of unethical activities include, but are not limited to, the following:

 

1. Use of another Customer's, Member's and Affiliate's credit card without explicit written permission;

 

2. Unauthorized use of any Company Confidential Information;

 

3. Corporate Cross-Recruitment (including assisting and encouraging another to engage in Corporate Cross-Recruitment);

 

4. Make unapproved claims about the product and/or service;

 

5. Make claims about Affiliate business income that do not comply with the provisions of the Terms and Conditions;

 

6. Make false statements or misrepresentations of any kind, including, but not limited to: misleading or untrue representations or sales offers relating to the quality, availability, grade, price, payment terms, refund rights, warranties or performance of products and/or services;

 

7. Personal conduct that disparages the Company and/or its Customers, Members or Affiliates;

 

8. Violate laws and regulations pertaining to the Affiliate Business;

 

9. Failure to comply with Customer, Member or Affiliate responsibilities;

 

10. Violate the Code of Ethics; or

 

11. Violate the Terms and Conditions.

 

G. Cross-Line Recruiting. It is prohibited for Customers, Members or Affiliates to engage in Cross-Line Recruiting either at Zenith Zing or any other network marketing or direct sales company.

 

H. Cross-Recruitment of Businesses. If a Customer, Member or Affiliate did not personally sponsor another Customer, Member or Affiliate, it is prohibited, during the term of the Agreement and for one (1) year after the date of termination of the Agreement, from recruiting that Customer, Member or Affiliate to sell or purchase products or services other than those offered by Zenith Zing. Customer, Member or Affiliate stipulates and agrees that recruiting constitutes unreasonable and unjustified interference with the contractual relationship between the Company and its Customers, Members or Affiliates, conversion of the Company's property and misappropriation of the Company's trade secrets. The Customer, Member or Affiliate further stipulates and agrees that any violation of this rule shall inflict immediate and irreparable harm upon the Company, and that the Company shall be entitled, in addition to any other remedies that may be available, to immediate, temporary, preliminary and permanent injunctive relief without bond; and that such injunctive relief may extend the period following the termination of this restriction for up to one (1) year from the date of the last violation of this provision. The provisions of this Section survive termination of the Agreement. Nothing herein waives any other rights and remedies the Company may have in connection with the use of your Confidential Information or any other breach of the Agreement.

 

I. Dispute Resolution. A Customer, Member or Affiliate must conduct all activity in the best interest of the Company. Upline leaders should use their best efforts to resolve disputes in their Downline Organizations. Any personal disputes between Customers, Members or Affiliates must be resolved quickly, privately and in the best interests of the Company.

 

J. No Claims of Unique Relationship. A Customer, Member or Affiliate may not claim or imply that he or she has a unique relationship with, advantage with, or access to the Company's officers or employees that other Customers, Members or Affiliates do not have.

 

K. Disruptive Conduct. If any conduct of a Customer, Member and Affiliate is determined by the Company to be injurious, disruptive or harmful to the Company or to other Customers, Members or Affiliates, the Company may take appropriate action against a Customer, Member and/or Affiliate as the Company deems necessary.

 

L. No Reliance. A Client, Member or Affiliate may not rely on the Company to provide legal, tax, financial or other professional advice, nor may it rely on such advice if it is provided.

 

M. Insurance. The Company encourages its Customers, Members or Affiliates to consult with an attorney regarding the extent of their personal legal liability with respect to their independent business.

 

N. Privacy of Customer, Member and Affiliate Information. Customers, Members or Affiliates authorize the Company to disclose their contact information to the Affiliate's Downline Organization.

 

O. Notification of Adverse Action. A Customer, Member or Affiliate shall immediately notify the Company in writing of any potential or actual third-party legal claims against the Customer, Member or Affiliate arising out of or associated with the Customer's, Member's and Affiliate's Business or the Downline Organization that may adversely affect the Company. After notifying the Company, the Company may take any action necessary to protect itself, including controlling any litigation or settlement of legal claims. If the Company takes action in the matter, Customers, Members or Affiliates shall not interfere or participate in the matter.

 

P. Authorization for Use of Photo, Audio or Video Image, and/or Testimonial Endorsement. The Company may take photographs, audio or video recordings, or written or verbal statements of a Client, Member or Affiliate at Company events or may request the same directly from a Client, Member or Affiliate. The Client, Member or Affiliate agrees and grants to the Company the absolute and irrevocable right and permission, to use, reuse, transmit, retransmit, publish or republish any such photograph, audio, video or endorsement, in whole or in part, individually or in conjunction with any other photograph or video, or any other endorsement, in any current or future media and for any purpose whatsoever, including (but not limited to) marketing, advertising, promotion and/or publicity; and for copyright of such photograph and/or video, in the original or as republished, in the name of the Company, or in any other name. Regardless of any other agreement or contract Client, Member or Affiliate may have with any other entity, Client, Member or Affiliate agrees that any use by Company as set forth in this Section shall be royalty-free, is a work made for hire, and is not subject to any other claim. The Client, Member or Affiliate agrees to defend and indemnify the Company against any claim by any other party arising out of the Company's use of the rights granted herein. The Client, Member or Affiliate confirms that the information he or she may give as a testimonial endorsement, or as represented in a photograph, video or audio is true and accurate to the best of his or her knowledge. The Customer, Member or Affiliate waives any right he or she may have to inspect or test the finished or unfinished product(s), advertising text, recorded, photographic or video material that may be used in connection therewith or any use that may be made thereof.

 

Q. Conduct of Customer, Member or Affiliate Business Internationally. A Customer, Member or Affiliate has the right to operate in any Authorized Country where the Customer, Member or Affiliate may lawfully conduct the Customer, Member or Affiliate Business. It is the responsibility of the Client, Member or Affiliate to comply with all national and local laws, ordinances and regulations when conducting Client, Member or Affiliate Business in any Authorized Country.

 

1. Only with the approval of the Company may a Customer, Member or Affiliate attempt to obtain approval, license, distribute and/or register products or business practices, trademarks, trade names or internet domain names; or establish any type of business in international countries and markets on behalf of the Company.

 

2. A Customer, Member or Affiliate may not sell, distribute, license or register products or business practices, use trademarks, trade names or internet domain names in any country without the approval of the Company.

 

3. A list of countries where business is approved will be available on the website.

 

Section 3 Compensation

 

Zenith Zing Customers, Members or Affiliates may participate in our compensation program as described on the Payment Plan page of the website.

 

Commissions are paid as described on the Payment Plan page of the website. All Customers, Members or Affiliates understand BEFORE joining or purchasing any product that there are NO GUARANTEED EARNINGS. Customers, Members or Affiliates understand that all content on the website does not reflect earnings, but is used for demonstration purposes only and as a representation of the growth of the company and means nothing in terms of commissions.

 

Customers, Members or Affiliates should not participate in Zenith Zing with the expectation of earning revenue without referring new Customers, Members or Affiliates and Clients. Neither Zenith Zing, nor its Customers, Members or Affiliates can guarantee "spillover" or earnings simply by becoming a Customer, Member or Affiliate. Zenith Zing Customers, Members or Affiliates should not participate in the Zenith Zing opportunity if they do not plan to share the products with others.

 

Most Customers, Members or Affiliates earn less money each month in the compensation program than they are paying for their products. Although it is possible, Zenith Zing Customers, Members or Affiliates should NOT expect to make a profit simply by becoming a Customer, Member or Affiliate, as it may very well not happen.

 

Zenith Zing cannot guarantee that Customers, Members or Affiliates will profit by implementing the training materials provided. The products are for educational purposes only.

 

No Customer, Member or Affiliate should spend money they cannot afford to lose to purchase products, advertising materials or anything else related to Zenith Zing. You may NOT earn any income as a Zenith Zing Customer, Member or Affiliate.

 

A. Earnings. Commissions are paid to Customers, Members or Affiliates who qualify under the Compensation Plan and who comply with the Agreement. The success of a Customer, Member or Affiliate is only achieved through regular and repeat purchases of products and regular and repeat sales of products by your Downline Organization. As the success of any Customer, Member or Affiliate is largely dependent on the personal effort of that Customer, Member or Affiliate, the Company does not guarantee any level of profit or success, nor does it guarantee a Customer, Member or Affiliate any specific income. A Client, Member or Affiliate does not receive compensation for sponsoring or recruiting other Clients, Members or Affiliates. The only way to earn Commissions is through the sale of Products.

 

B. Payment. The Company will pay Commissions to qualified Affiliates on orders for Products and Memberships that:

 

(i) are received by the Company before the end of the Commission period, and (ii) have been fully paid with the appropriate payment.

 

1. Commissions are paid in the name of the Person or Business Entity listed in the Payment Option link in the My Earnings section of the website. When a payment option is not selected, commissions will be withheld until it is selected.

 

C. Commission Payments. In the event a Commission payment does not reach an Affiliate and has been returned to the Company, the Company will resend the Commission at no additional charge.

 

D. Minimum Payment Amount. Affiliates will select how they wish to be paid on the Payment Options page of the website. The minimum amount for commission payments is fifty dollars ($100 USD). Commissions below the minimum for a pay period will accrue until they equal or exceed the minimum payout amount.

 

E. Returned or Unpaid Payments. The Company makes every effort to ensure that an Affiliate receives their commission payments. However, if a commission payment is not made due to insufficient information or other reasons beyond the Company's control, the payment may be returned to the Company (which may incur some expense by the banking entities) or even be lost (in the case of an invalid wallet in requests through USDT). If any expenses apply, they will be deducted from the Affiliate. It is the Affiliate's responsibility to claim any payment not received for re-crediting in the Affiliate's Back Office.

 

F. No Tampering. Manipulation of the Compensation Plan is not permitted and may result in disciplinary action. Manipulation of the Compensation Plan includes, but is not limited to, an Affiliate purchasing, in order to qualify for various Ranks or Commissions, large quantities of Product that are not sold through the direct marketing channel, placing orders in your Downline Organization and any other actions that may violate state, federal or foreign laws against pyramid schemes. Such manipulations may, at the Company's discretion, result in suspension of Commissions and termination of the Affiliate.

 

G. Deductions and Offsets. Affiliates authorize the Company to deduct fees from their Commissions as described on the Payment Option page and/or as it deems appropriate in the Company's sole discretion.

 

Section 4 Ordering Company Products

 

A. Inventory. Since the Company does not impose a specific minimum inventory requirement on its Customers, Members or Affiliates, a Customer, Member or Affiliate must use its own judgment in determining the amount of inventory it will need to support its projected personal use.

 

B. Ordering. Products may be ordered online. Unless otherwise provided, all membership payments and product purchases will be made from the Company's website.

 

C. Backorders. If the Company temporarily runs out of stock of the Product ordered, a Customer, Member or Affiliate will receive a "back order" notice with their shipment. Backorders are filled first when new inventory arrives. Backorder Volume is credited to the month in which the Company received payment for the original order.

 

D. Automatic Delivery Program.

 

1. A Customer, Member or Affiliate may opt to participate in the AutoShip Program if it is available on the website. By instituting the Autoship program at the time of enrollment, the Customer, Member or Affiliate Agreement serves as confirmation for setup. An Autoship account will be charged at a certain time during the month, and the Product will be shipped at a later time. The Customer, Member or Affiliate may obtain tracking numbers from the Company after the Product is shipped for countries where tracking numbers are available. Scheduled dates for AutoShip processing, account charges, shipping or account changes can be selected in the AutoShip section of the Product Order page on the website.

 

2. There is no limit to how many Autoship orders a Customer, Member or Affiliate can have set up or how many bottles of product are included in each Autoship order. All Autoship orders will be shipped to the Shipping Address in the Personal Information section of the website. If an AutoShip order fails for billing reasons, the company will attempt to bill the payment method on file for each of the next 10 days until the order is completed.

 

3. To change or cancel your Autoship order, the Customer, Member or Affiliate may select it on your Autoship page in the Product Ordering section of the website, or contact customer support. Autoship orders may be cancelled at any time before the order is billed.

 

H. Sales Tax, GST, VAT.

 

1. Sales tax is charged on the suggested retail price of the Product and is calculated using the applicable rates for the location to which the Product is shipped. The Company will collect and remit sales tax to the appropriate taxing authority. In those jurisdictions where a Customer, Member or Affiliate can and has registered as a withholding agent through a local sales tax agency and has submitted a "Sales and Use Tax Exemption Certificate" or equivalent document to the Company, the collection of sales tax will be the responsibility of the Customer, Member or Affiliate. It is the responsibility of the Customer, Member or Affiliate to provide an updated copy of their sales tax exemption certification each year.

 

2. In all other jurisdictions, the applicable GST, VAT or other transaction tax is based on the purchase price. The Company will provide its GST or VAT number and appropriate invoicing, which may include electronic invoicing, where permitted by law. The Company does not include GST or VAT in commission payments. Clients, Members or Affiliates who are registered with GST or IVA and are required to collect and remit GST or IVA for their services may send a valid GST or IVA invoice to the Company to charge them GST or IVA on commission income.

 

I. Returns, Refunds and Exchanges. Company will refund the purchase price of the Product or exchange the Product in accordance with the following.

 

1. If the Customer, Member or Affiliate (and/or his or her Customer who ordered directly from the Company) is not completely satisfied with the First Product Purchase, he or she may return the unused portion of the First Product Purchase to the Company within thirty (30) days of the original purchase date and the Company will refund 100% of the purchase price (less shipping and handling). If the First Product Purchase is returned after the thirty (30) day period, no refund will be given.

 

2. Any Commission paid to the Customer, Member or Affiliate and their Upline for Product returned by the Customer, Member or Affiliate or Client will be deducted from the respective accounts of the Upline Customers, Members or Affiliates or withheld from present or future Commission payments. A Customer, Member or Affiliate agrees that it will not be based on existing Downline Organization Volume at the close of a Commission period, as returns may cause changes in its Title, Rank and/or Commission payments.

 

3. All shipping or courier costs for the return of the Product shall be borne solely by the Customer, Member or Affiliate, unless otherwise provided by law. Any damage or loss occurring to the returned Product during shipment shall be the responsibility of the Customer, Member or Affiliate.

 

4. The Company will exchange the Product if the Product is damaged in shipment, incorrectly shipped due to Company error or of inferior quality. However, when an exchange is not feasible, the Company will refund the amount of the returned Product. If the Product is damaged or defective, a Customer, Member or Affiliate must contact the Company within ten (10) days of receipt of the order.

 

Section 5 Marketing the Product and the Opportunity

 

A. Use of Sales Tools. A Customer, Member or Affiliate may use only Sales Tools approved by the Company for an Authorized Country. Customer, Member or Affiliate agrees that if using a fulfillment house or other third party to sell or distribute Sales Tools, Customer, Member or Affiliate will sign a non-disclosure agreement (provided by Company) with the fulfillment house or third party to ensure that all Customer, Member or Affiliate and Customer information is protected from disclosure and remains the sole property of Company.

 

B. Approval of Sales Tools. A Customer, Member or Affiliate must submit all Sales Tools to the Company for approval prior to use. The Company has full discretion to approve or reject a proposed Sales Tool. The approval process generally requires a minimum of three (3) weeks to complete. To comply with changing laws and regulations, the Company may rescind its prior approval of a Sales Tool and may require the Client, Member or Affiliate to remove a previously approved Sales Tool from the marketplace, at its own cost and obligation. If approved, the Company will send an email to the Client, Member or Affiliate confirming the approval of such Selling Tools.

 

C. Product Claims. The only claims and representations that Customers, Members or Affiliates may make with respect to the Products are those found in literature distributed by the Company. Any third party materials used for Customer, Member or Affiliate Business must comply with all national, state and local laws and regulations. A Customer, Member or Affiliate may not make any express or implied health or medical claims of any kind related to any Product, except those claims, if any, that are published in Company literature approved for the country in which the claims are made. Under no circumstances may a Customer, Member or Affiliate prescribe any Product as suitable for a particular ailment. No claims may be made for therapeutic or curative properties of any Product offered by the Company.

 

D. No Alterations. Customers, Members or Affiliates must not relabel, alter or repackage any Product.

 

E. Prohibition of Endorsement Claims. No Client, Member or Affiliate may imply that the Company's promotion, operation or organization has been approved, sanctioned or endorsed by any governmental regulatory authority unless stated on the Company's website.

 

F. Prohibition on Income Claims. A Customer, Member or Affiliate is prohibited from making false, misleading or unrepresentative earnings potential claims. If a Customer, Member or Affiliate makes an income claim, it must be based on actual earnings and the Company's current Annual Average Income Disclosure, posted on the Company's website, must be submitted concurrently with the income claim.

 

G. Use of Trademarks and Copyrights.

 

1. The Company may license the use of its trademarks to Customers, Members or Affiliates, subject to the limitations contained herein and the limitations in any license agreement. A license agreement may be obtained by sending an email to customer support.

 

2. Customers, Members or Affiliates may not use any of the Company's current or subsequently acquired trademarks or any confusingly similar variations of its marks in a manner that is likely to cause confusion, mistake or deception as to the source of the Products or services advertised.

 

3. Except as provided herein, a Customer, Member or Affiliate may not use the Company's trademarks or any confusingly similar variations of its trademarks (e.g., Zenith Travel, Zenith Market, Zenith Zings, etc...), in a trade name, email address, Internet domain or subdomain name, telephone number or in any other address or title. A Customer, Member or Affiliate may use the Company's trademarks in a URL, Internet domain or subdomain name provided that the Customer, Member or Affiliate has signed a license agreement for a Company Licensed Website. Customer, Member or Affiliate agrees to comply with the terms of such license agreement and acknowledges that Company owns, and will continue to own, all rights to Company's trademarks in such URL, Internet domain or subdomain name and that Company has the right to revoke such use of Company's trademarks for any reason at any time. Customer, Member or Affiliate further agrees that Company has the right to acquire such URL at any time by paying the nominal registration fee to Customer, Member or Affiliate and Customer, Member or Affiliate agrees to transfer such URL to Company and to take any other necessary steps requested by Company to effect such transfer.

 

4. Customer, Member or Affiliate agrees to immediately reassign to Company any registration of Company names, trade names, trademarks or Internet domain names registered or reserved in violation of this policy. The provisions of this Section survive termination of the Agreement.

 

5. Customers, Members or Affiliates may not use the Company's trademarks on unapproved Sales Tools.

 

6. The Company, in its sole discretion, will determine whether a variation of its trademark is confusingly similar.

 

7. Customers, Members or Affiliates must not use the Company's trademarks in countries where the use of such trademarks is prohibited.

 

8. A Customer, Member or Affiliate must not use the Company's name, logos, trademarks or other references to the Company's business or manufacturing partners in any Sales Tools, correspondence or any form of advertising.

 

9. The Company's literature and media are copyrighted by the Company and may not be duplicated.

 

H. Use of "Independent Customer, Member or Affiliate" in Advertising. If a Customer, Member or Affiliate selects a business title, the title must clearly indicate that the Customer, Member or Affiliate is an "Independent Customer, Member or Affiliate of Zenith Zing". The title of a Customer, Member or Affiliate may not imply that the Customer, Member or Affiliate is an employee or agent of the Company. Whenever the Company's logo or name is used in writing and in connection with the Customer, Member or Affiliate, the Customer, Member or Affiliate must identify itself as a "Zenith Zing Independent Customer, Member or Affiliate".

 

I. Advertising Methods. Customers, Members or Affiliates may advertise using the following means:

1. Newspaper: A Customer, Member or Affiliate may place a generic business opportunity advertisement in the classified section of a local newspaper, provided that the advertisement complies with all applicable laws and regulations.

 

2. Telephone Directory: Any Customer, Member or Affiliate may place a text listing of his or her name in the white or yellow pages of a telephone directory followed by "Independent Customer, Member or Affiliate of Zenith Zing". Graphic and display advertisements in telephone directories are prohibited.

 

3. Email Advertising: All advertisements sent by email, telephone or fax must comply with all spam laws of the state or country where the intended recipient resides. Customer, Member or Affiliate is required to investigate and comply with all laws regarding unsolicited commercial e-mail.

 

4. Television and Radio: Television and radio advertising requires prior written approval from the Company. Requests must be submitted through customer support.

 

5. Celebrity Endorsement: A Client, Member or Affiliate may use a celebrity endorsement with the written approval of the Company and the specific, prior written approval of the endorsing celebrity for each use of the celebrity's name.

 

6. Fairs, Markets, etc.: A Customer, Member or Affiliate may sell or promote Products at bazaars, flea markets, fairs, barter markets, trade shows or other similar gatherings only at a price not less than the Customer's, Member's or Affiliate's price for the Products listed on the Website.

 

7. Internet Auction Sites: A Customer, Member or Affiliate may sell or facilitate the sale of Products on Internet websites where an auction is the mode of sale or purchase (e.g., eBay), provided that the Product has a minimum reserve sale price no less than the Customer, Member or Affiliate's price for the Product on the website. A Customer, Member or Affiliate may not use a third party to place Products on auction websites or sell Products to a third party if the Customer, Member or Affiliate knows, or has reason to know, that such Product will be sold on auction websites for less than the Customer, Member or Affiliate price of the Product. The provisions of this Section survive termination of the Agreement.

 

J. Advertising at Company Sponsored Events. At Company-sponsored events, Customers, Members or Affiliates may not, unless specifically authorized in writing by the Company, advertise, sell or promote non-Company related products or services, including, but not limited to: (i) the promotion of non-Company related events, systems or materials, (ii) organized person-to-person solicitations, (iii) distribution of brochures, DVDs or other materials, or (iv) the use of any other form of promotion deemed inappropriate by the Company.

 

K. Internet Advertising. Subject to the provisions contained herein, Customers, Members or Affiliates may only use a Company Licensed Website to promote Products or the business opportunity on the Internet. Promoting Products or the business opportunity through a non-licensed Internet website is strictly prohibited. Customers, Members or Affiliates who wish to operate a Company Licensed Website must meet the following criteria:

 

1. A Customer, Member or Affiliate may not enter into a website license agreement until it has completed a website training course provided by the Company.

 

2. All licensed websites must first be reviewed and approved by the Company as Sales Tools. Licensed websites must be specific to the Company and may not advertise, promote or link to any other product or opportunity.

 

3. Clients, Members or Affiliates may not use keywords or metatags to advertise any licensed website on the Internet if the search words or metatags explicitly or implicitly present illegal or unsubstantiated health or income claims.

 

4. The Company may revoke the license to any previously approved website at any time and for any reason, including changes in national, state, and local laws and regulations.

 

5. Customers, Members or Affiliates may promote the business opportunity and the Products on social networking sites such as "Facebook" and "Twitter;" video sites such as "YouTube" and "Google Video;" and blog sites such as "Wordpress" and "Blogger" (collectively "Social Networking Sites"), provided that the following conditions are met:

 

1. All text, audio and video postings contain no product and/or service or revenue claims. For Product information, Customers, Members or Affiliates may direct viewers to their replicated Zenith Zing website, the Company's website or a Company Licensed Website;

 

2. Videos posted on Social Media Sites must display the text "Zenith Zing Independent Customer, Member or Affiliate" throughout the video;

 

3. Company may monitor the Social Networking Sites to verify compliance with the Agreement and Client, Member or Affiliate agrees to remove or modify the Social Networking Sites immediately upon Company's request to comply with the Agreement.

 

L. Advertising and Selling Price of Products on the Internet. Customer, Member or Affiliate acknowledges and agrees that the advertising and sale of all Products on the Internet may only be made on a Company Licensed Website and the price for advertising and sale of all Products on such website (i) if sold to an Applicant, shall not be less than Customer's, Member's or Affiliate's price for the Products plus reasonable shipping and handling and the amount Company charges for taxes and handling. In connection with this Section, Customer, Member or Affiliate also agrees that any advertising regarding the price of the Products shall be truthful and shall not contain misleading statements (e.g., "lowest price available" that infers that a Customer, Member or Affiliate can sell the Products at a lower price than other Customers, Members or Affiliates, etc.). Customer, Member or Affiliate acknowledges and agrees that it will not advertise or sell any Products on the Internet that have been purchased from another Customer, Member or Affiliate. Any violation of this Section by a Customer, Member or Affiliate shall constitute a breach of the Agreement and shall be subject to termination of Customer's, Member's or Affiliate's membership.

 

M. Mass Communications. For purposes of this Section, "Mass Communications" are defined as communications intended to reach twenty (20) or more Customers, Members or Affiliates in the sender's Downline Organization or at least three cross-line Customers, Members or Affiliates within a seven (7) day period. The following rules apply to all Bulk Communications issued by a Customer, Member or Affiliate:

 

1. Clients, Members or Affiliates targeted to receive Mass Communications must have made a conscious "choice" to listen to or receive the Mass Communication.

 

1. through registration (if the Mass Communication will be received at an event or webinar); and/or

 

2. through an affirmative request if the Mass Communication is delivered by e-mail or on a website.

 

2. If by email, there should be an "opt-out" feature prominently displayed in the Mass Communication.

 

3. The Mass Communication must comply with the terms of this Section.

 

4. The following disclaimer should be prominently positioned in all Mass Communications promoting any particular construction method:

 

There are many methods and techniques used successfully to build your Zenith Zing business. The building method promoted [on/at this] [website/webinar/email/meeting/] may be different than the one taught by your upline. Check with your upline if you have been taught a different building method or if you have any questions.

 

5. Client, Member or Affiliate acknowledges that allowing Client, Member or Affiliate to create databases of Client, Member or Affiliate information for Mass Communications, the sale of tools and for any other purpose constitutes the use of Company Confidential Information, which is Company's trade secret, and such use may be of substantial financial benefit to Client, Member or Affiliate. Client, Member or Affiliate acknowledges that it is subject to the Company's Cross-Recruitment obligations set forth in this Agreement and shall survive termination of the Agreement.

 

N. Prospect Distribution. Persons outside the Company's network often make inquiries to the Company about its Products. If the Company can determine that the Inquiring Person received the information from a specific Customer, Member or Affiliate or that there is a particular Customer, Member or Affiliate with whom the Person is familiar, every effort will be made to refer the Person to that Customer, Member or Affiliate. If an association with a particular Client, Member or Affiliate cannot be determined, the final judgment regarding the placement of prospects is the right of the Company.

 

O. Public Relations Matters. The Company encourages Customers, Members or Affiliates to use personal media coverage to expand and build their business; however, certain situations require the Customer, Member or Affiliate to contact the Company. These would include:

 

1. cases where the story or the medium has national potential;

 

2. situations where the story requires a broader perspective of the Company/Products; and/or

 

3. when the Customer, Member or Affiliate is asked about the Company's sales figures and/or business strategies.

 

P. Retail or Service Establishments: A Customer, Member or Affiliate may sell Products or promote the business opportunity through Retail or Service Establishments provided that i) the display of Independent Customer, Member or Affiliate information within the premises of a Retail or Service Establishment is clearly indicated, and ii) the product is not sold for less than the Customer, Member or Affiliate price of the product as displayed on the website.

 

Section 6 Breach of Contract Procedures

 

A. Conditional Obligations. The Company's obligations to a Customer, Member or Affiliate are conditioned upon the Customer's, Member's or Affiliate's faithful compliance with the terms and conditions of the Agreement. The Company, in its sole discretion, shall determine whether a Customer, Member or Affiliate is in breach of the Agreement and may elect any or all available remedies.

 

B. Remedies. In the event of a breach, the Company may elect not to take action or exercise any or all contractual remedies and legal or equitable remedies, including, but not limited to:

 

1. Notify the Customer, Member or Affiliate, either in writing or verbally, of the breach and provide notice to correct the breach;

 

2. Demand from the Client, Member or Affiliate additional guarantees of future performance;

 

3. Withhold or deny recognition and corresponding benefits;

 

4. Assess damages and withhold them from commission payments;

 

5. Temporarily or permanently suspend Customer, Member or Affiliate Rights;

 

6. Seek injunctive relief;

 

7. Terminate the Contract; and

 

8. Search for damages and associated costs.

 

C. Reporting Breaches of the Agreement. If a Customer, Member or Affiliate observes or becomes aware of a violation of any terms or conditions of the Agreement by another Customer, Member or Affiliate, the observing Customer, Member or Affiliate shall submit a written complaint to the Company's support department via email. Due to the difficulties of investigating and enforcing appropriate remedies for long-standing complaints, any complaint of a breach of the terms and conditions of the Agreement, other than Business Cross-Recruitment, must be brought to the attention of the Company for review within eighteen (18) months of the initiation of the alleged violation; Business Cross-Recruitment violations must be reported to the Company within six (6) months of the alleged violation. Failure to report a violation within that time period may result in the Company not pursuing the allegations to prevent Customer, Member or Affiliate Business from being disrupted due to old claims. However, this policy does not waive the Company's right to investigate and discipline Customers, Members or Affiliates found guilty of such old claims.

 

D. Avoidance of the Agreement. The Agreement is designed to protect Customers, Members or Affiliates and the Company from the adverse consequences of its violation. Customers, Members or Affiliates who intentionally circumvent the Agreement to indirectly accomplish what is directly prohibited will be disciplined as if the applicable policy or rule had been directly broken. In such circumstances, all available remedies listed above will be available to the Company. The Agreement is not intended to give the Customer, Member or Affiliate the right to enforce the Agreement against another Customer, Member or Affiliate directly, or to take any legal action against another Customer, Member or Affiliate.

 

Section 7 Termination

 

A. Termination.

 

1. A Customer, Member or Affiliate may terminate the Agreement by writing a termination request to support, by calling customer support, by written mail or on the Personal Information page in the back office of the website.

 

2. The Company may terminate the Agreement if the Customer, Member or Affiliate violates the terms of the Agreement and its amendments.

 

3. Upon termination, the Company may, at its sole discretion, retain the membership of Customers, Members or Affiliates or dissolve and remove them from the Compensation plan.

 

4. Once the termination of any type has been carried out, re-registration is not permitted until 180 days after the complete deregistration has been processed.

 

5. Once the termination of any type of termination and non-renewal within a maximum period of 10 days, the Affiliate will forfeit all rights to previously undrawn earnings.

 

B. Return of Confidential Information. A Client, Member or Affiliate must return all Confidential Information, including any information derived therefrom, over which it has direct or indirect control to Company upon termination or upon Company's request. If such Confidential Information cannot be returned because it is in electronic format, the Client, Member or Affiliate shall permanently delete and erase the Confidential Information upon termination or upon request.

 

C. Repurchase. If a Customer, Member or Affiliate defaults, the Company reserves the right to stop or delay the repurchase process set forth in this Agreement.

 

D. Effects of Termination for Breach of Contract.

 

1. A Customer, Member or Affiliate whose Agreement has been terminated by the Company must wait six (6) months before applying for a new Customer, Member or Affiliate membership. During that time, the Customer, Member or Affiliate may not have a Beneficial Interest in any other Customer, Member or Affiliate membership.

 

2. Upon termination of the Agreement, all rights of Customer, Member or Affiliate in and to Customer's, Member's or Affiliate's membership and Business are revoked and terminated. In recognition of the damages the Company is likely to have suffered and/or will suffer as a result of the Client's, Member's or Affiliate's breach, including, but not limited to, all or any of the following: (i) loss of goodwill and loss in value of the Company's confidential information and trade secrets; (ii) loss of a portion of the value of the Company's business; and (iii) loss of future profits; the Client, Member or Affiliate consents that any unpaid Commissions may be forfeited by the Company to offset a portion of the damages.

 

3. The Company may elect to reorganize the Downline Organization from a membership terminated for default in a manner that serves the best interests of the Company, the Downline Organization and the Upline.

 

4. When the Company elects to terminate a membership in which there is more than one Beneficial Interest holder, the following may apply: a. the departing Beneficial Interest holder(s) must relinquish all rights and interest in the membership; b. The Company may not divide or reassign any part of the Downline Organization; and c. The Company may not divide the Commissions among former or current Beneficial Interest holders of the membership.

 

E. Effects of Voluntary Termination by Customer, Member or Affiliate.

 

1. The Agreement may be voluntarily terminated by a Customer, Member or Affiliate who is not in breach of the Agreement for any reason, at any time, by providing written notice to the Company signed by all Persons listed on the Customer, Member or Affiliate Agreement. Termination is effective on the date the Company receives the written notice. If a Client, Member or Affiliate is in breach of the Agreement, it may not voluntarily or unilaterally terminate the Agreement.

 

2. Upon termination of the Agreement, all rights of the Client, Member or Affiliate in and to the membership and the Client's, Member's or Affiliate's Business are revoked and terminated.

 

3. A Customer, Member or Affiliate who voluntarily terminates membership and is not in breach of the Agreement may rejoin under a new membership under the same sponsor at any time, or a new sponsor after 180 days.

 

4. A Customer, Member or Affiliate may not voluntarily terminate if the membership is not in good standing with the Company, which may be evidenced by, but not limited to, any of the following conditions: (i) a temporary membership; (ii) a membership is on hold, suspension or probation; (iii) the membership is under investigation, but no formal discipline has been conducted; or (iv) a notice of intent to terminate has been sent.

 

Section 8 Miscellaneous

 

A. Entire Agreement. The Agreement contains the entire understanding of the subject matter hereof between Company and Customer, Member or Affiliate, and is intended as a final, complete and exclusive expression of the terms of the parties. This Agreement supersedes and replaces all prior negotiations and proposed but unexecuted agreements, whether written or oral. Any prior agreement, promise, negotiation or representation, whether written or oral, relating to the subject matter of this Agreement is of no force and effect. If there is any discrepancy between oral representations made to Customer, Member or Affiliate by any employee or agent of the Company and the terms of the Agreement, the express written terms and requirements of the Agreement shall prevail.

 

B. Headings. Section and subsection headings in the Contract are inserted solely as a matter of convenience and for reference, and shall not be considered in the construction or interpretation of any provision of the Contract. Unless the context specifically requires otherwise, all references to sections of the Agreement shall refer to all subsections thereof.

 

C. Modifications by Company. Company reserves the right to make any modifications to the Agreement, provided that such modifications are communicated by Company to Customer, Member or Affiliate at least thirty (30) days prior to becoming effective. The Company may communicate such modifications by posting any part of the amended Agreement on the Company's website, or by any other method of communication. The Customer, Member or Affiliate will be deemed to have accepted the amendment to the Agreement if the Customer, Member or Affiliate participates in any Customer, Member or Affiliate Business, renews its membership or accepts Commissions after the end of the thirty (30) day period.

 

D. Warranties. The Company extends no product warranties, either expressed or implied, beyond those specifically articulated in the Agreement. Company disclaims and excludes all warranties with respect to the possible infringement of any United States or foreign patent, trademark, trade name, copyright or trade secret arising out of Customer's, Member's or Affiliate's operations. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

 

E. Waiver. Any waiver by the Company of a breach of a provision of the Agreement by a Customer, Member or Affiliate must be in writing and shall not be construed as a waiver of any subsequent or additional breach by the Customer, Member or Affiliate. The failure of the Company to exercise any right or privilege under the Agreement shall not constitute a waiver of that right or privilege.

 

F. Severability. If any term or condition of this Agreement is judicially invalidated, prohibited or otherwise unenforceable in any jurisdiction, it shall be unenforceable only to the extent of the invalid, prohibited or unenforceable provision in that jurisdiction only, and shall not invalidate or render unenforceable any other provision of the Agreement, nor shall the Agreement be unenforceable or invalidated in any other jurisdiction. In addition, any provision found unenforceable may be partially enforced to the maximum extent permitted by law.

 

G. Force Majeure. Customer, Member or Affiliate acknowledges that the Company is not liable for any damage or loss caused by delay or inability to manufacture, sell or deliver its products due to labor strikes, accidents, fires, floods, acts of civil authority, weather problems, acts of terrorists, or any other cause beyond the Company's control.

 

H. Governing Law, Arbitration and Injunctive Relief. Las Palmas de Gran Canaria is the place of origin of this Agreement and is where the Company accepted the Applicant's offer to become a Client, Member or Affiliate and where the Client, Member or Affiliate entered into the Agreement with the Company. Therefore, the Agreement shall be construed in accordance with the laws of Spain (without giving effect to any conflict of laws provision or rule) as to contracts made and to be fully performed within the state. Any controversy or claim arising out of or relating to the Agreement or the breach thereof, or any controversy or claim relating to the business relationships arising between Customers, Members or Affiliates shall be settled by binding, final, binding and non-appealable arbitration in Las Palmas de Gran Canaria (Spain).

 

I. Attorneys' Fees. If any suit, action or proceeding is brought to enforce any term or provision of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and expenses incurred, in addition to any other relief to which such party may be legally entitled.

 

J. Successors and Assigns. The Agreement shall be legal and binding upon the heirs, beneficiaries, executors, administrators, personal representatives, successors and assigns (as applicable) of the respective parties hereto.

 

K. Change of Ownership. The Company reserves the right to accept a change of ownership of the Contract, other than as provided for in J. Successors and Assigns.

 

L. Limitation of Liability. To the fullest extent permitted by law, the Company, its directors, officers, members, managers, shareholders, employees, assigns and agents (collectively referred to as "Responsible Parties") shall not be liable, and Customer, Member or Affiliate releases the Company and its Responsible Parties from and waives all claims, for any lost profits, indirect, direct, special or consequential damages, and for any other losses incurred or suffered by Customers, Members or Affiliates as a result of: (i) the Customer's, Member's or Affiliate's breach of the Agreement; (ii) the promotion or operation of the Customer's, Member's or Affiliate's membership and Business; (iii) incorrect or erroneous data or information provided by the Customer, Member or Affiliate to the Company or its Responsible Parties; or (iv) the failure of the Customer, Member or Affiliate to provide any information or data necessary for the Company to operate its business. EACH CUSTOMER, MEMBER OR AFFILIATE AGREES THAT THE TOTAL LIABILITY OF THE COMPANY AND ITS RESPONSIBLE PARTIES FOR ANY CLAIMS RELATED TO THE CONTRACT, BUT NOT LIMITED TO, ANY CAUSE OF ACTION BASED IN CONTRACT, TORT OR EQUITY, SHALL NOT EXCEED, AND SHALL BE LIMITED TO, THE AMOUNT OF PRODUCTS THAT THE CUSTOMER, MEMBER OR AFFILIATE HAS PURCHASED FROM THE COMPANY THAT ARE IN RESALABLE CONDITION.