Affiliate/Agent Agreement 40% commission payouts


1. Authorization and Contract.
By executing the UpGroup Affiliate/Agent Agreement (“Agreement”), you apply for legal authorization to become an UpGroup Affiliate/Agent and enter into contract with UpGroup, LLC, hereinafter “UpGroup.” You acknowledge that prior to signing you have received, read and understood the UpGroup Income Disclosure Statement, that you have read and understood the UpGroup Policies and Procedures, which are incorporated into this Agreement and made part of it as if restated in full, as posted on www.UpGroup.com, and that you have read and agree to all terms set forth in this Agreement. UpGroup reserves the right to reject any application for any reason within 30 days of receipt.
2. Expiration, Renewal, and Termination.
The term of this Agreement is month to month (subject to prior cancellation or disqualification as provided in the Policies and Procedures). If your UpGroup business is canceled or terminated for any reason, you understand that you will permanently lose all rights as a Affiliate/Agent. In the event of cancellation or termination you waive all rights you have, including but not limited to property rights, to your former referred users and to any milestone bonuses, commissions or other remuneration derived through the sales and other activities of your referred users. UpGroup reserves the right to terminate all Affiliate/Agent Agreements upon thirty (30) days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its services via direct selling channels.
3. Independent Contractor Status.
You agree this authorization does not make you an employee, agent, or legal representative of UpGroup. As a self-employed independent contractor, you will be operating your own independent business, buying and selling services available through UpGroup on your own account. You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. You will receive IRS Form 1099-MISC reflecting the amount of income paid to you during the calendar year. It will be your sole responsibility to account for such income on your individual income tax returns.
3. Presenting the Plan
You agree when presenting the UpGroup Affiliate/Agent Commission Structure to present it in its entirety as outlined in official UpGroup materials, emphasizing that sales to end consumers are required to receive compensation in the form of one-tier commission structure. In presenting the plan to prospects, you agree not to utilize any literature, materials or aids not produced or specifically authorized in writing by UpGroup. You agree to instruct all prospective Affiliate/Agents to review the UpGroup Income Disclosure Statement.
4. Selling the Service.
You agree to make no representations or claims about any services beyond those shown in official UpGroup literature. You further agree to sell services available through UpGroup only in authorized territories.
5. Non-Solicitation Agreement.
In accordance with the Policies and Procedures, you agree that during the period while you are a Affiliate/Agent, and for one calendar year following resignation, non-renewal, or termination of your business, you will not encourage, solicit, or otherwise attempt to recruit or persuade any other UpGroup Affiliate/Agent to compete with the business of UpGroup.
6. Images / Recordings / Consents.
You agree to permit UpGroup to obtain photographs, videos, and other recorded media of you or your likeness. You acknowledge and agree to allow any such recorded media to be used by UpGroup for any lawful purpose, and without compensation.
7. Modification of Terms.
With the exception of the dispute resolution section in Policies and Procedures, which can only be modified by way of mutual consent, the terms of this Agreement may be modified as specified in Rule 1 in the Policies and Procedures.
8. Jurisdiction and Governing Law.
The formation, construction, interpretation, and enforceability of your contract with UpGroup as set forth in this Affiliate/Agent Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of Texas without regard to conflict of law provisions. 
9. Dispute Resolution.
All disputes and claims relating to UpGroup, its services, the rights and obligations of a Affiliate/Agent and UpGroup, or any other claims or causes of action relating to the performance of either a Affiliate/Agent or UpGroup under the Agreement or the UpGroup Policies and Procedures shall be settled totally and finally by arbitration as enumerated in the Policies and Procedures in Cypress, Texas, or such other location as UpGroup prescribed, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. Additionally, you agree not to initiate or participate in any class action proceeding against UpGroup, whether in a judicial or mediation or arbitration proceeding, and you waive all rights to become a member of any certified class in any lawsuit or proceeding. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent UpGroup from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
10. Time Limitation.
If a Affiliate/Agent wishes to bring an action against UpGroup for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Affiliate/Agent waives all claims that any other statutes of limitations apply.
11. Refund Policy.
UpGroup offers a fourteen (14) day satisfaction guarantee on all initial fees paid to the company. All subsequent fees are nonrefundable. The digital nature of the service and the immediacy of the benefits make any possibility for a longer refund period commercially impractical.
12. Miscellaneous.
If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The provisions of this Agreement, including all documents incorporated herein by reference, embody the whole agreement between you and UpGroup and supersedes any prior agreements, understandings and obligations between you and UpGroup concerning the subject matter of your contract with UpGroup.
13. Notice of Right to Cancel.
You may request a refund on your enrollment fee if it’s done within fourteen (14) days from the date of enrollment. If you cancel, any enrollment fees paid will be returned within FOURTEEN BUSINESS DAYS following receipt by the seller of your cancellation notice. To cancel this transaction, you can go to the UpGroup Helpdesk or you can mail or deliver written notice, to UpGroup, LLC, 15201 Mason Road, Ste 1000 #145, Cypress, Texas, 77433, not later than midnight of the fourteenth (14th) business day following the date of this Agreement.
UpGroup Statement of Policies and Procedures
Effective October 01, 2018
SECTION 1 - INTRODUCTION
1.1 Code Of Ethics
1.2 Policies Incorporated Into Affiliate/Agent Agreement
1.3 Changes To The Affiliate/Agent Agreement, Policies And Procedures, Or Affiliate/Agent Commission Structure
1.4 Delays
1.5 Policies And Provisions Severable
1.6 Waiver
SECTION 2 -BECOMING AN AFFILIATE/AGENT
2.1 Requirements To Become an Affiliate/Agent

SECTION 3 - INCOME DISCLOSURE POLICY
SECTION 4 - ADVERTISING
4.1 Adherence To The UpGroup Affiliate/Agent Commission Structure
4.2 Use Of Sales Aid
4.3 Intellectual Property
4.4 Web Policy
4.5 Media And Media Inquiries
4.6 Unsolicited Email And Fax Communication
SECTION 5 - OPERATING an UpGroup BUSINESS.
5.2 Unauthorized Claims And Action
5.2.1 Indemnification
5.2.2 Endorsement of UpGroup Services
5.3 Conflicts
5.3.1 Non-Solicitations
5.4 Governmental Approval Or Endorsement
5.5 Identification
5.6 Income Taxes
5.7 Independent Contractor Status
5.8 Structuring
5.9 One UpGroup Business Per Affiliate/Agent
5.10 Succession
5.11 Sale, Transfer, Or Assignment Of An UpGroup Business
5.12 Separation Of AN UpGroup Business
6 RESPONSIBILITIES OF AFFILIATE/AGENTS
6.1 Change Of Address, Telephone No., Email-Address
6.2 Sponsoring Affiliate/Agent Responsibilities
6.3 Non disparagement
7 BONUSES AND COMMISSIONS
8.1 Commission Qualifications
8.2 Errors Or Questions
8.3 Reports 
8.4 Refund Policy
8 DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
8.1 Disciplinary Sanctions
8.2 Mediation
8.3 Arbitration
8.4 Governing Law, Jurisdiction, And Venue
9 EFFECT OF CANCELLATION
9.1 Effect Of Cancellation And Termination
9.2 Non-Renewal
10 DEFINITIONS
UpGroup STATEMENT OF POLICIES AND PROCEDURES
Effective October 01, 2018
SECTION 1 - INTRODUCTION
1.1 - Code of Ethics
UpGroup (hereafter "UpGroup" or "the Company") is a values-based company that prides itself on the quality and character of its Affiliate/Agents (hereinafter "Affiliate/Agent"). The following guidelines help ensure a uniform standard of excellence throughout our organization. Every UpGroup Affiliate/Agent is expected to practice the following ethical behavior when acting in the name of the company:

  1. I will be respectful of every person I meet while doing UpGroup related business.
  2. At all times I will conduct myself and my business in an ethical, moral, legal, and financially sound manner.
  3. I will not engage in activities that would bring disrepute to UpGroup, any UpGroup corporate officer or employee, myself, or other Affiliate/Agents.
  4. I will not make discouraging or disparaging claims toward other UpGroup Affiliate/Agents. I will ensure that in all UpGroup business dealings I will refrain from engaging in negative language. I will refrain from making any type of slanderous statements.
  5. I will provide support and encouragement to my Customers to ensure that their experience with UpGroup is a successful one. I understand that it is important to provide follow-up service and support to my sign-ups.
  6. I will correctly represent the Affiliate/Agent compensation structure available through UpGroup and the income potential represented therein. I understand I may not use my own income as an indication of others' potential success, or use compensation checks as marketing materials.
  7. I will abide by all of UpGroup's Policies & Procedures now and as they may be amended in the future.

1.2 - Policies Incorporated into Affiliate/Agent Agreement
These Policies and Procedures ("Policies"), in their present form and as amended at the sole discretion of UpGroup, are incorporated into, and form an integral part of, the UpGroup Affiliate/Agent Agreement (hereafter "Affiliate/Agent Agreement"). Throughout these Policies, when the term "Agreement" is used, it collectively refers to the UpGroup Affiliate/Agent Agreement, these Policies, and the UpGroup Affiliate/Agent Commission Structure. These documents are incorporated by reference into the Affiliate/Agent Agreement (all in their current form and as amended by UpGroup). It is the responsibility of each Affiliate/Agent to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies..
1.3 - Changes to the Affiliate/Agent Agreement, Policies and Procedures, or Affiliate/Agent Commission Structure
Because federal, state, and local laws, as well as the business environment, periodically change, UpGroup reserves the right to amend the Agreement and the prices in its UpGroup Product Price List in its sole and absolute discretion. Notification of amendments shall appear in Official UpGroup Materials. Amendments shall be effective upon publication in Official UpGroup Materials, including but not limited to, posting on UpGroup's website, e-mail distribution, publication in UpGroup's newsletter, product inserts, or any other commercially reasonable method. The continuation of an Affiliate/Agent's UpGroup business or an Affiliate/Agent's acceptance of commissions constitutes acceptance of any and all amendments. The ability to modify the agreement does not extend to the dispute resolution section in these Policies (Section 9), as those provisions can only be modified by way of mutual consent.
1.4 - Delays
UpGroup shall not be responsible for delays and failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, flood, death, curtailment of a party's source of supply, or government decrees or orders.
1.5 -Policies and Provisions Severable
If any provision of the Agreement, in its current form or as may be amended, 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.
1.6 -Waiver
The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of UpGroup to exercise any right or power under the Agreement or to insist upon strict compliance by a Affiliate/Agent with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of UpGroup's right to demand exact compliance with the Agreement. Waiver by UpGroup can be effectuated only in writing by an authorized officer of the Company.
SECTION 2 - BECOMING AN AFFILIATE/AGENT
2.1 - Requirements to Become an Affiliate/Agent
To become an UpGroup Affiliate/Agent, each applicant must:

  1. Be of the age of majority in his or her state of residence;
  2. Reside in the United States or other countries, which have been officially opened by UpGroup;
  3. Have a valid Social Security Number or Federal Tax Identification Number;

SECTION 3 - INCOME DISCLOSURE POLICY
In an effort to conduct best business practices, UpGroup has developed the Income Disclosure Statement ("IDS"). The UpGroup IDS is designed to convey truthful, timely, and comprehensive information regarding the income that UpGroup Affiliate/Agents earn. In order to accomplish this objective, a copy of the IDS must be presented to all prospective Affiliate/Agents.
A copy of the IDS must be presented to a prospective Affiliate/Agent (someone who is not a party to a current UpGroup Affiliate/Agent Agreement) anytime the Affiliate/Agent Commission Structure is presented or discussed, or any type of income claim or earnings representation is made.
The terms "income claim" and/or "earnings representation" (collectively "income claim") include: (1) statements of average earnings, (2) statements of non-average earnings, (3) statements of earnings ranges, (4) income testimonials, (5) lifestyle claims, and (6) hypothetical claims. Examples of "statements of non-average earnings" include, "Our number one Affiliate/Agent earned over a million dollars last year" or "Our average ranking Affiliate/Agent makes five thousand per month." An example of a "statement of earnings ranges" is "The monthly income for our higher ranking Affiliate/Agents is ten thousand dollars on the low end to thirty thousand dollars a month on the high end."
In any meeting that is open to the public in which the Affiliate/Agent Commission Structure is discussed or any type of income claim is made, you must provide every prospective Affiliate/Agent with a copy of the IDS. Copies of the IDS may be printed or downloaded without charge from the company website at www.UpGroup.com/IDS.
SECTION 4 - ADVERTISING
4.1 - Adherence to the UpGroup Affiliate/Agent Commission Structure
Affiliate/Agents must adhere to the terms of the UpGroup Affiliate/Agent Commission Structure as set forth in Official UpGroup Materials. Affiliate/Agents shall not offer the UpGroup Affiliate/Agent Commission Structure through, or in combination with, any other system, program, or method of marketing other than that specifically stated in Official UpGroup Materials. Affiliate/Agents shall not require or encourage other current or prospective customers or Affiliate/Agents to participate in UpGroup in any manner that varies from the program as set forth in Official UpGroup Materials. Affiliate/Agents shall not require or encourage other current or prospective customers or Affiliate/Agents to execute any agreement or contract other than official UpGroup agreements and contracts in order to become an UpGroup Affiliate/Agent. Similarly, Affiliate/Agents shall not require or encourage other current or prospective customers or Affiliate/Agents to make any purchase from, or payment to, any individual or other entity to participate in the UpGroup Affiliate/Agent Commission Structure other than those purchases or payments identified as recommended or required in Official UpGroup Materials.
4.2 - Use of Sales Aids
To refer the services of UpGroup, Affiliate/Agents must use the sales aids and support materials produced by UpGroup. If UpGroup Affiliate/Agents develop their own sales aids and promotional materials (which includes Internet advertising), notwithstanding Affiliate/Agents' good intentions, they may unintentionally violate any number of statutes or regulations affecting a UpGroup business. These violations, although they may be relatively few in number, could jeopardize the UpGroup Affiliate/Agent Structure for all Affiliate/Agents. Accordingly, Affiliate/Agents must submit all written sales aids, promotional materials, advertisements, websites and other literature to the Company for Company's approval prior to use. Unless the Affiliate/Agent receives specific written approval to use the material, the request shall be deemed denied. All Affiliate/Agents shall safeguard and promote the good reputation of UpGroup and its services. The marketing and promotion of UpGroup, the UpGroup Affiliate/Agent Structure, shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.
4.3 -Intellectual Property
UpGroup will not allow the use of its trade names, trademarks, designs, or symbols outside of corporate produced and approved sales aids by any person, including UpGroup Affiliate/Agents, without prior written authorization from UpGroup. Furthermore, no Affiliate/Agent may use, publish, reproduce, advertise, sell, or display in any manner the name, picture or likeness, or voice of another Affiliate/Agent without prior written consent from the named Affiliate/Agent. This consent must be on file with UpGroup's Compliance department prior to any use.
4.4 -Web Policy
A. General
It is your obligation to ensure your Online marketing activities are truthful, are not deceptive and do not mislead customers or potential Affiliate/Agents in any way. Websites and web promotion activities and tactics that mislead or are deceptive, regardless of intent, will not be allowed. This may include representation in any manner that you are an authorized representative for UpGroup, spam linking (or blog spam), unethical search engine optimization (SEO) tactics, misleading click-through ads (i.e., having the display URL of a PPC campaign appear to resolve to an official UpGroup Corporate Site when it goes elsewhere), unapproved banner ads, and unauthorized press releases. UpGroup will be the sole determinant of truthfulness as to whether specific activities are misleading or deceptive.
B. Domain Names, email Addresses and Online Aliases
You cannot use or register domain names, email addresses, and/or Online aliases that could cause confusion, or be misleading or deceptive, in that they cause individuals to believe or assume the communication is from, or is the property of UpGroup by showing up as the sender of an email.
Examples of the improper use include but are not limited to:
UpGroup@msn.com; www.UpGroupDirect.com; www.facebook.com/UpGroup or derivatives as described herein.
Examples of permitted URLs, email addresses, and Online aliases might appear as follows: facebook.com/iloveUpGroup; jimsmith@UpGroupAffiliate/Agent.net.
Determinations as to what could cause confusion, mislead or be considered deceptive is at the sole discretion of UpGroup. If you have a question whether your chosen name is acceptable, you may submit it to compliance@UpGroup.com for review before use.
C. Banner Advertising
You may place banner advertisements on a website provided you use UpGroup-approved templates and images. All banner advertisements must link to your Affiliate/Agent Link. You may not use blind ads or web pages that make non-compliant product or income claims that are ultimately associated with UpGroup products or the UpGroup Affiliate/Agent Structure.
D. Social Networking Sites
You may use social networking websites (Facebook, Twitter, Instagram, LinkedIn, blogs, forums and other social shared interest sites) to share information about the UpGroup product, mission and Affiliate/Agent opportunity. However, these sites may not be used to sell or offer to sell specific UpGroup services.
Profiles you generate in any social community where you mention or discuss UpGroup must clearly identify you as a UpGroup Affiliate/Agent and must appear as described herein. When you participate in those communities you must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at UpGroup's sole discretion, and offending Affiliate/Agents will be subject to disciplinary action and/or termination.
You agree that you will immediately take down a non-compliant site at the request of UpGroup. Appeals regarding compliance may be submitted after the site has been taken down. Appeals should be directed to the email address set forth in the policy addressing dispute resolutions.
E. UpGroup Affiliate/Agent Image Mandate
When using a Social Media or external website it must contain:

  1. An UpGroup Affiliate/Agent Logo from the approved templates.
  2. Your Name and Title (example: Joan Arc, Independent Affiliate/Agent, UpGroup.
  3. A link to your Affiliate/Agent Replicated website.

Although UpGroup brand themes and images are desirable for consistency, anyone landing on your page needs to clearly understand that they are at an Independent Affiliate/Agent site, and not a UpGroup Corporate page.
4.5 - Media and Media Inquiries
Affiliate/Agents must not initiate any interaction with the media or attempt to respond to media inquiries regarding UpGroup, its services, or their independent UpGroup business. All inquiries by any type of media must be immediately referred to UpGroup's Compliance department. This policy is designed to ensure that accurate and consistent information is provided to the public, as well as a proper public image.
4.6 - Unsolicited Email and Fax Communication
UpGroup does not permit Affiliate/Agents to send unsolicited emails unless such emails strictly comply with applicable laws and regulations, including, without limitation, the federal CAN SPAM Act. Any email sent by a Affiliate/Agent that promotes UpGroup, the UpGroup opportunity, or UpGroup services, must comply with the following:

  1. There must be a functioning return email address to the sender.
  2. There must be a notice in the email that advises the recipient that they may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (a functioning "opt-out" notice).
  3. The email must include the Affiliate/Agent's physical mailing address.
  4. The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
  5. The use of deceptive subject lines and/or false header information is prohibited.

All opt-out requests, whether received by email or regular mail, must be honored. If a Affiliate/Agent receives an opt-out request from a recipient of an email, the Affiliate/Agent must forward the opt-out request to the Company. UpGroup may periodically send commercial emails on behalf of Affiliate/Agents. By entering into the Affiliate/Agent Agreement, Affiliate/Agent agrees that the Company may send such emails and that the Affiliate/Agent's physical and email addresses will be included in such emails as outlined above. Affiliate/Agents shall honor opt-out requests generated as a result of such emails sent by the Company. Except as provided in this section, Affiliate/Agents may not use or transmit unsolicited faxes or use an automatic telephone dialing system relative to the operation of their UpGroup businesses.
SECTION 5 - OPERATING A UpGroup BUSINESS.
5.1 - Unauthorized Claims and Action
5.1.1 - Indemnification
An Affiliate/Agent is fully responsible for all of his or her verbal and/or written statements made regarding UpGroup services and the Affiliate/Agent Commission Structure, which are not expressly contained in Official UpGroup Materials. Affiliate/Agents agree to indemnify UpGroup and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by UpGroup as a result of the Affiliate/Agent's unauthorized representations or actions. This provision shall survive the cancellation of the Affiliate/Agent Agreement.
5.1.2 -Endorsements of UpGroup Services
No claims as to any services offered by UpGroup may be made except those contained in Official UpGroup Materials.
5.2 - Conflicts
5.2.1 - Non-Solicitations
UpGroup Affiliate/Agents are free to participate in any multilevel or network marketing business ventures or marketing opportunities (collectively "Network Marketing"). However, during the term of this Agreement, Affiliate/Agents may not directly or indirectly recruit other UpGroup Affiliate/Agents or Customers other than those they have personally sponsored for any Network Marketing business. Following the cancellation of a Affiliate/Agent Agreement, and for a period of one (1) calendar year thereafter, with the exception of a Affiliate/Agent who is personally referred by the former Affiliate/Agent, a former Affiliate/Agent may not refer any UpGroup Affiliate/Agent or Customer for another Network Marketing business.
5.3 -Governmental Approval or Endorsement
Neither federal nor state regulatory agencies nor officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Affiliate/Agents shall not represent or imply that UpGroup or its Affiliate/Agent Commission Structure have been "approved," "endorsed," or otherwise sanctioned by any government agency.
5.4 -Identification
All Affiliate/Agents are required to provide their Social Security Number, Federal Employer Identification Number, or their Government Issued ID Number to UpGroup either on the Affiliate/Agent Agreement or at the company's request. Upon enrollment, the Company will provide a unique Affiliate/Agent Identification Number to the Affiliate/Agent by which they will be identified. This number will be used to place orders and track commissions and bonuses.
5.5 - Income Taxes
Every year, UpGroup will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident as required by the Internal Revenue Service. Each Affiliate/Agent is responsible for paying local, state and federal taxes on any income generated as a Affiliate/Agent. If an UpGroup business is tax exempt, the Federal Tax Identification Number must be provided to UpGroup. Any Affiliate/Agent that does not provide a valid social security number is subject to the federal backup withholding laws and 28% of their commissions and bonus will be withheld and submitted to the IRS.
5.6 - Independent Contractor Status
You are an independent contractor. You are not an agent, employee, partner, or joint venture with the Company. You may not represent yourself as anything other than an Independent Affiliate/Agent. You have no authority to bind UpGroup to any obligation. You are responsible for paying your own self-employment taxes, federal income taxes and other taxes required by law. You must obey any federal, state, and local laws, as well as Company rules and regulations pertaining to your independent UpGroup Business or the acquisition, receipt, holding, selling, distributing or advertising of UpGroup's services or opportunity.
Affiliate/Agents may not answer the telephone by saying "UpGroup," "UpGroup Incorporated," or by any other manner that would lead the caller to believe that they have reached UpGroup's corporate offices. An Affiliate/Agent may only represent that he/she is an UpGroup Affiliate/Agent. Therefore, all correspondence and business cards relating to or in connection with a Affiliate/Agent's UpGroup business shall contain the Affiliate/Agent's name followed by the term "Affiliate/Agent." 
5.7 - Structuring
Structuring is the unauthorized manipulation of the UpGroup Affiliate/Agent Commission Structure and/or the marketing plan in order to trigger commissions or cause a milestone bonus for an Affiliate/Agent in an unearned manner. One example of structuring occurs when a Affiliate/Agent creates new fake customer accounts in order to trigger unearned qualification for commissioning. 
5.8 - One UpGroup Business per Affiliate/Agent
An Affiliate/Agent may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one UpGroup business. No individual may have, operate or receive compensation from more than one UpGroup business. Individuals of the same family unit may each enter into or have an interest in their own separate UpGroup businesses. A "family unit" is defined as spouses and dependent children living at or doing business at the same address.
5.9 - Succession
Upon the death or incapacitation of an Affiliate/Agent, their business may be passed to a designated heir(s). Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Whenever an UpGroup business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all commissions and milestone bonuses, if any of the deceased Affiliate/Agent's referred users provided the following qualifications are met. The successor(s) must:

  • Execute an Affiliate/Agent Agreement;
  • Comply with terms and provisions of the Agreement;
  • Provide UpGroup with an "address of record" to which all commission checks will be sent. Milestone Bonuses and commission checks of an UpGroup business transferred pursuant to this section will be paid in a single check jointly to the successor(s).

5.10 - Sale, Transfer, or Assignment of an UpGroup Business
Although an UpGroup business is a privately owned, independently operated business, the sale, transfer or assignment of an UpGroup business is subject to certain limitations. If a Affiliate/Agent wishes to sell their UpGroup business, the following criteria must be met:

  1. The buyer or transferee must become a qualified UpGroup Affiliate/Agent. If the buyer is an active UpGroup Affiliate/Agent, they must first terminate their UpGroup business and wait six calendar months before acquiring any interest in the new UpGroup business;
  2. Before the sale, transfer, or assignment can be finalized and approved by UpGroup, any debt obligations the selling Affiliate/Agent has with UpGroup must be satisfied; and
  3. The selling Affiliate/Agent must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer, or assign an UpGroup business.

Prior to selling an UpGroup business, the selling Affiliate/Agent must notify UpGroup's Compliance department of their intent to sell the UpGroup business. 
5.11 - Separation of an UpGroup Business
UpGroup Affiliate/Agents sometimes operate their UpGroup businesses as husband-wife partnerships, regular partnerships, corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership, or trust (the latter three entities are collectively referred to herein as "entities") may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses. If the separating parties fail to provide for the best interests of other Affiliate/Agents and the Company in a timely fashion, UpGroup will involuntarily terminate the Affiliate/Agent Agreement.
During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:

  1. One of the parties may, with consent of the other(s), operate the UpGroup business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners, or trustees authorize UpGroup to deal directly and solely with the other spouse or non-relinquishing shareholder, partner, or trustee.
  2. The parties may continue to operate the UpGroup business jointly on a "business-as-usual" basis, whereupon all compensation paid by UpGroup will be paid according to the status quo as it existed prior to the divorce filing or dissolution proceedings. This is the default procedure if the parties do not agree on the format set forth above. The Company will never remove a party to a position from a Affiliate/Agent account without that party's written permission and signature. Under no circumstances will the referred users of divorcing spouses or a dissolving business entity be divided. Under no circumstances will UpGroup split commission and milestone bonus checks between divorcing spouses or members of dissolving entities. UpGroup will recognize only one Affiliate/Agent and will issue only one commission check per UpGroup Affiliate/Agent per commission cycle. Commission checks shall always be issued to the same individual or entity. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the business in a timely fashion as determined by the Company, the Affiliate/Agent Agreement shall be involuntarily canceled.

SECTION 6 - RESPONSIBILITIES OF AFFILIATE/AGENTS
6.1 - Change of Address, Telephone, Email-Address
To ensure timely communications, delivery of support materials and commission checks, it is critically important that the UpGroup's files are current. Affiliate/Agents planning to move or change their email address must submit an amended Affiliate/Agent Agreement complete with the new information.
6.2 - Non-Disparagement
Affiliate/Agents must not disparage, demean, or make negative remarks about UpGroup, other UpGroup Affiliate/Agents, UpGroup's products, the Affiliate/Agent Commission Structure, or UpGroup's owners, board members, directors, officers, or employees. Disparaging actions, comments, or statements are those that impugn the character, honesty, integrity, morality or business acumen or abilities of those connected with the UpGroup business or the business itself.
6.3 - Reporting Policy Violations
Affiliate/Agents observing a Policy violation by another Affiliate/Agent should submit a written report of the violation directly to the attention of the UpGroup Compliance department, complete with all supporting evidence and pertinent information. It is important to understand that information that is submitted will be kept confidential.
SECTION 7 - COMMISSIONS AND REFUND POLICY

7.1 - Commission Qualifications
In order to qualify to receive commissions and be classified in the system as an Affiliate/Agent, you simply need to elect to become an Affiliate/Agent. All Affiliate/Agents must be in good standing and comply with the terms of the Agreement and these Policies and Procedures. An Affiliate/Agent will qualify to receive commissions so long as he/she has referred two active customers and will begin earning on the third referred customer and beyond or maintain an active UPgroup Pro subscription. An Affiliate/Agent is not required to maintain a personal membership, to be eligible for commissions; but may do so if desired for purposes of this section. All Affiliates/Agents are paid 40% commissions on customers they refer. NOTE: The UP-Marketing Subscription Is NoN-Commisionable.
7.2 - Errors or Questions
If an Affiliate/Agent has questions about or believes any errors have been made regarding commissions or milestone bonuses the Affiliate/Agent must notify UpGroup in writing within 30 days of the date of the purported error or incident in question. UpGroup will not be responsible for any errors, omissions, or problems not reported to the Company within 30 days.
7.3 - Reports
All information provided by UpGroup, including but not limited to referred user commissions (or any part thereof) is believed to be accurate and reliable. Nevertheless, due to various factors including but not limited to the inherent possibility of human and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments, returned products; credit card and electronic check charge-backs, the information is not guaranteed by UpGroup or any persons creating or transmitting the information.
ALL PERSONAL AND GROUP SALES VOLUME INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR, BUT WITHOUT LIMITATION, THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NONINFRINGEMENT.
7.4 - Refund Policy
UpGroup offers a seven (14) day satisfaction guarantee on all initial fees paid to the company. All subsequent fees are nonrefundable. When a refund is requested by a Affiliate/Agent the bonuses and commissions attributable to the refunded service will be deducted from the Affiliate/Agent who received bonuses or commissions on such sales. Deductions will occur in the month in which the refund is given and continue every pay period thereafter until the commission is recovered.
SECTION 8 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
8.1 - Disciplinary Sanctions
Violation of the Agreement, these Policies and Procedures, violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive, or unethical business conduct, or any act or omission by a Affiliate/Agent that, in the sole discretion of the Company, may damage its reputation or goodwill (such damaging act or omission need not be related to the Affiliate/Agent's UpGroup business), may result, at UpGroup's discretion, in one or more of the following corrective measures:

  • Issuance of a written warning or admonition;
  • Requiring the Affiliate/Agent to take immediate corrective measures;
  • Imposition of a fine, which may be withheld from bonus and commission checks;
  • Loss of rights to one or more bonus and commission checks;
  • Withholding from a Affiliate/Agent all or part of the Affiliate/Agent's bonuses and commissions during the period that UpGroup is investigating any conduct allegedly contrary to the Agreement. If a Affiliate/Agent's business is canceled for disciplinary reasons, the Affiliate/Agent will not be entitled to recover any commissions withheld during the investigation period;
  • Suspension of the individual's Affiliate/Agent Agreement for one or more pay periods;
  • Involuntary termination of the offender's Affiliate/Agent Agreement;
  • Any other measure expressly allowed within any provision of the Agreement or which UpGroup deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Affiliate/Agent's policy violation or contractual breach;
  • Instituting legal proceedings for monetary and/or equitable relief. Each violation is reviewed on a case-by-case basis, and all disciplinary actions are at the sole discretion of UpGroup.

8.2 - Mediation
Prior to instituting arbitration, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating to the Agreement through non-binding mediation. One individual who is mutually acceptable to the parties shall be appointed as mediator. The mediator's fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties. Each party shall pay its portion of the anticipated shared fees and costs at least ten (10) days in advance of the mediation. Each party shall pay its own attorney's fees, costs, and individual expenses associated with conducting and attending the mediation. Mediation shall be held in Cypress, Texas, and shall last no more than two (2) business days.
8.3 - Arbitration
If mediation is unsuccessful, any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by confidential arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Affiliate/Agents waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in Cypress, Texas. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel which the American Arbitration Panel provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.
NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE .
Nothing in these Policies and Procedures shall prevent UpGroup from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect UpGroup's interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
8.4 - Governing Law, Jurisdiction, and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Cypress, Texas. The Federal Arbitration Act shall govern all matters relating to arbitration. The laws of Texas shall govern all other matters relating to or arising from the Agreement. Notwithstanding the foregoing, and the arbitration provision in this Agreement, residents of the State of Louisiana shall be entitled to bring an action against UpGroup in their home forum and pursuant to Louisiana law.
SECTION 9 - EFFECT OF CANCELLATION
9.1- Effect of Cancellation and Termination
So long as a Affiliate/Agent remains active and complies with the terms of the Affiliate/Agent Agreement and these Policies, UpGroup shall pay commissions to such Affiliate/Agent in accordance with the Affiliate/Agent Commission Structure. An Affiliate/Agent's commissions constitute the entire consideration for the Affiliate/Agent's efforts in generating sales and all activities related to generating sales (including, but not limited to, referring customers to UpGroup products). Following an Affiliate/Agent's non-continuation of his or her Affiliate/Agent Agreement, cancellation for inactivity, or voluntary or involuntary cancellation (termination) of his or her Affiliate/Agent Agreement (all of these methods are collectively referred to as "Cancellation"), the former Affiliate/Agent shall have no right, title, claim or interest to the referred users which he or she operated, or any commission from the sales generated. Affiliate/Agents waive any and all rights, including, but not limited to, property rights, the referred users which they may have had. Following an Affiliate/Agent's cancellation of his or her Affiliate/Agent Agreement, the former Affiliate/Agent shall not hold him or herself out as a UpGroup Affiliate/Agent and shall not have the right to sell products through the UpGroup Platforms. An Affiliate/Agent whose Affiliate/Agent Agreement is canceled shall receive commissions only for the last full pay period he or she worked prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).
An UpGroup participant has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address, or via email to UpGroup. The written notice must include the Affiliate/Agent's signature, printed name, address, and Affiliate/Agent ID Number.
SECTION 10 - DEFINITIONS
AGREEMENT: The contract between the Company and each Affiliate/Agent; includes the Affiliate/Agent Agreement, the UpGroup Policies and Procedures, and the UpGroup Affiliate/Agent Commission Structure, all in their current form and as amended by UpGroup in its sole discretion. These documents are collectively referred to as the "Agreement."
CANCEL: The termination of a Affiliate/Agent's business. Cancellation may be either voluntary, involuntary, or through non-renewal.
AFFILIATE/AGENT COMMISSION STRUCTURE: The guidelines and referenced literature for describing how Affiliate/Agents can generate commissions and bonuses.
CUSTOMER: A Customer who purchases UpGroup products and does not engage in referring other customers to UpGroup.
AFFILIATE/AGENT: An individual who refers UpGroup products and receives a commission.
OFFICIAL UpGroup MATERIAL: Literature, audio or video tapes, and other materials developed, printed, published, and distributed by UpGroup to Affiliate/Agents.