Policies & Procedures
Tibena® ( Tibena®)
All Tibena® Affiliates are subject to the following Policies & Procedures around the Globe except where local Federal, State, County, City or their equivalent, by Country, laws may contradict this document. In that case, local laws govern.
These Policies and Procedures (“P&P”) are effective as of 2019 and are meant to govern the way a Tibena® Affiliate conducts business with Tibena®, other Affiliates, and with Customers. Any interpretation, clarification, exclusion, or exception to these P&P, in order to be effective, must be in writing and issued by an authorized officer of Tibena®.
These P&P, the Statement of Beneficial Interest (if any), the Affiliate Agreement and any country or situation-specific addendum(s) thereto, and any other written agreement between the Affiliate and Tibena® in their present forms and as amended from time to time at the sole discretion of Tibena®, are by this reference incorporated into, and form an integral part of, what is collectively referred to as the “Contract” as described in the section below titled “Modifications by Tibena®”. Each Affiliate has the responsibility to read, understand, adhere to the Contract and ensure that he or she is aware of and operating under the most current version of the Contract. When sponsoring a new Affiliate, the Sponsoring Affiliate shall provide the most current version of the Contract to the applicant prior to his or her execution of the Affiliate Agreement. By signing an Affiliate Agreement or accepting Commissions from Tibena®, an Affiliate demonstrates that he or she has read and understands and consents to abide and be bound by the Contract and any amendments thereto.
Tibena® may amend any part of the Contract from time to time as laws and business circumstances change as described in the section below titled “Modifications by Tibena®”. Notice of any amendment will be published by Tibena® It is the responsibility of all Affiliates to regularly review the most recently published Contract, located at www.tibena.com or Tibena® websites. Tibena® will also provide a copy of its most current Contract upon the Affiliate’s request. Affiliate is deemed to have agreed to and be bound by any amendment if Affiliate continues to function as an Affiliate after the amendment has been published by Tibena®.
Only Tibena® is authorized to deliver and sell product. In turn, an Affiliate agrees to represent the Products and income opportunity in an ethical and professional manner. Each Affiliate agrees to abide by the following Code of Ethics:
Code of Ethics
As an Affiliate:
I will be respectful of each and every person I meet while performing the Affiliate Business.
At all times, I will conduct myself and my business in an ethical, moral, legal and financially sound manner and will not engage in any deceptive or illegal practice.
I will not communicate disparaging comments about competitors’ products to others and shall not communicate slanderous, libelous and derogatory statements about competitors or other Affiliates.
I will not engage in activities that would bring disrepute to Tibena®, other Affiliates, or myself.
I will be truthful in my representation of the Products and will make no Product claim that is not contained in and supported by official Tibena® publications.
I will fulfill my leadership responsibilities as a Sponsor by training, assisting, and otherwise supporting the Affiliates in my Downline Organization.
I will correctly and lawfully represent the Compensation Plan and the income potential represented therein.
I will abide by each and every term and condition of the Contract.
I will honor the terms of the Product return and refund policies with all of my Customers.
I will respect the Sponsor relationship of every other Affiliate and I will neither attempt to interfere with nor change these relationships nor make disparaging or untrue claims about other Affiliates.
Section 1 Becoming an Affiliate
Age of Majority.
In order to become an Affiliate, all Applicants must have reached the age of majority, in the jurisdiction in which they reside. Since there is a disparity of laws around the Globe regarding the age of Majority, it is the responsibility of the Affiliate to determine if they are age eligible to become an Affiliate with Tibena® in their jurisdiction.
An Applicant is authorized by Tibena® to exercise Affiliate Rights and operate an Affiliateship when he or she (i) submits to Tibena® a completed and signed, Affiliate Agreement or signs through Tibena®’s on-line application process; and (ii) Tibena® accepts the Affiliate Agreement. (The Affiliate Agreement and other necessary forms are available on Tibena®’s website and the Sponsoring Affiliate’s replicating website.)
In order to be accepted by Tibena®, an Affiliate Agreement for the country in which the Applicant resides, and any other required document of the Contract, must be complete and correct in every respect and submitted by the Affiliate themselves.
Failure of the Affiliate to submit a complete and correct Affiliate Agreement or to provide appropriate documentation, when requested, may result in the Affiliate Agreement being rejected by Tibena®. The right to accept or renew any Affiliate Agreement remains solely with Tibena®.
An Affiliate may be required to provide Tibena® with proof of residency, work authorizations, or ability to legally conduct business in the country stated on the Affiliate Agreement.
To become an Affiliate with Tibena® there is a required product purchase, however there is no mandatory Autoship. The absence of membership fee for a particular Affiliate does not guarantee that such Affiliate, or another affiliate in the same jurisdiction, will not be charged a membership fee in the future. Tibena® does not waive its right to charge a membership fee regardless of whether a membership fee was previously charged.
An Affiliate agrees to receive the Affiliate Agreement online. .A hardcopy of these items, where required, may be purchased from Tibena®.
If the Applicant is a Business Entity, the original signature on the Affiliate Agreement must be of a Person authorized to bind the Business Entity. The Applicant must also submit with the Affiliate Agreement a Tax Identification Number for the Business Entity.
If Tibena® determines that the Affiliate Agreement or the Statement of Beneficial Interest contains inaccurate or false information, it may immediately terminate an Affiliateship or declare the Affiliate Agreement null and void from its beginning. Further, it is the obligation of the Affiliate to report to Tibena® on an ongoing basis any changes that affect the accuracy of the Contract.
The Contract is valid from the Date of Sign-Up and acceptance until terminated.
The authorization of an Affiliate to exercise Affiliate Rights and operate an Affiliateship hereunder does not include a grant of an exclusive franchise or territory to an Affiliate, nor is an Affiliate allowed to make such claims.
Tibena® may elect not to allow an Affiliate to join if it learns that the Affiliate has demonstrated past conduct with another company that is inconsistent with Tibena®’s Code of Ethics or if the Affiliate is restricted contractually.
Section 2 Obligations of an Affiliate and Managing an Affiliateship
An Affiliate shall comply at all times with each of the terms and conditions of the Contract including any amendments that Tibena® publishes.
An Affiliate is an independent contractor and is responsible for his or her own business expenses, decisions, and actions. Through the Contract and these P&P, Tibena® and Affiliate do not intend to provide for division of profits between Affiliate, Tibena® and/or any affiliate, or to clothe Tibena® with any joint control over Affiliate’s performance, or otherwise to create a de facto or de jure joint venture, joint enterprise or partnership between Affiliate, Tibena® and/or any affiliate. Under no circumstances shall employees or agents of Affiliate be deemed employees or agents of Tibena®, nor shall Tibena® be liable for any wages, fees, payroll taxes, assessments or other expenses relating to employees or agents of Affiliate.
Compliance with Laws.
In conducting its Affiliate Business, an Affiliate must comply with all applicable national and local laws, regulations, and ordinances. An Affiliate shall not violate any laws which apply to unfair competition or business practice, including any law that prohibits the advertising, offer to sell, or sale of Products at less than the Customer Retail price of the Products.
Achieving success as an Affiliate requires time, effort, and commitment. There are no guarantees of Commissions, only rewards based upon productivity and sales. A successful Affiliate Business requires regular and repeated Sales of Products by an Affiliate. Sales by an Affiliate’s Downline Organization also contributes to the success of an Affiliate Business.
Tibena® encourages Sales to at least 5 Customers on a monthly basis.
An Affiliate will make no disparaging, misleading, inaccurate, or unfair statements, representations, claims, or comparisons with regard to:
Tibena®, its Products, its commercial activities, its Affiliates; or
other companies, including competitors, their services, products or commercial activities.
An Affiliate must be ethical and professional at all times when conducting Affiliate Business. An Affiliate will not engage in unethical activity
The Affiliate is prohibited from engaging in Cross-line Recruiting.
Privacy of Affiliate Information.
An Affiliate authorizes Tibena® to disclose its contact information to upline members in their sponsorship tree. An Affiliate agrees to allow Tibena® to market any Tibena® product or service to the Affiliate. An Affiliate may not opt out of receiving the communications from Tibena® unless the Affiliate desires to be deleted from the Tibena® Affiliate program and no longer be an Affiliate, terminating the Affiliate Agreement.
SMS, Text and Email.
All Tibena® Affiliates by signing the Affiliate Agreement, authorize Tibena® to communicate with them via SMS, Text, Email or other electronic means and methods.
Notification of Adverse Action.
An Affiliate shall immediately notify Tibena®’ in writing of any potential or actual legal claims from third parties against the Affiliate arising from, or associated with, the Affiliate Business or the Downline Organization that may adversely affect Tibena®. After notifying the Affiliate, Tibena® may take any action necessary to protect itself, including controlling any litigation or settlement of the legal claims. If Tibena® takes action in the matter, the Affiliate shall not interfere or participate in the matter.
Release for use of Photo, Audio, or Video Image, and/or testimonial Endorsement.
Tibena® may take photos, audio or video recordings, or written or verbal statements of an Affiliate at Tibena® events or may request the same directly from an Affiliate. The Affiliate agrees to and hereby grants Tibena® the absolute and irrevocable right and permission, to use, re-use, broadcast, rebroadcast, publish, or republish any such photo, audio, video, or endorsement, in all or in part, individually or in conjunction with any other photograph or video, or any other endorsement, in any current or future medium and for any purpose whatsoever, including (but not by way of limitation) marketing, advertising, promotion, and/or publicity; and to copyright such photograph and/or video, in the original or as republished, in the name of Tibena®, or in any other name. Regardless of any other agreements or contracts the Affiliate may have with any other entity, the Affiliate agrees that any use by Tibena® 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 Affiliate agrees to defend and indemnify Tibena® against any claims by any other party arising out of Tibena®’s use of the rights granted herein. The 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 Affiliate waives any right he or she may have to inspect or approve the finished or unfinished product(s), the advertising copy, printed, recorded, photographic or video matter which may be used in connection with it or any use that may be made of it.
The Affiliate agrees that photos, audio or video recordings taken by the Affiliate or any third party at Tibena®’s events or activities may not be used by the Affiliate or any third parties to promote any business other than the Affiliate Business.
Conducting the Affiliate Business Internationally.
An Affiliate has the right to operate in any Authorized Country where the Affiliate may lawfully conduct the Affiliate Business. It is an Affiliate’s responsibility to comply with all national and local laws, ordinances, and regulations when conducting Affiliate Business in any Authorized Country.
Section 3 Sponsorship Responsibilities
A Sponsor shall:
make reasonable efforts to ensure that that all personally sponsored Affiliates in his or Sponsorship Line Organization understand the terms and conditions of the Affiliate Contract and all applicable national and local laws
provide training and bona fide support in the development of his or her personally sponsored Affiliates.
provide bona fide education and instruction so that product sales and opportunity meetings conducted by his or her personally sponsored Affiliates are conducted in accordance with the Affiliate Contract;
give guidance and encouragement to Personally Sponsored Affiliates on how to have the best chance of success as an independent Tibena® Affiliate.
Section 4 Sponsor/Placement Changes; Transfers; Beneficial Interests
Sponsor Change Process:
An Affiliate may apply to change Sponsorship subject to the limitations described below. Because of the need to maintain the integrity of the Binary Tree, a Sponsor/Placement change may not be feasible; therefore, Tibena® has complete discretion to allow or disallow any proposed change.
If the move is requested within fifteen (15) days from the Date of Sign-up
a one hundred US dollar application fee ($100 USD) is submitted.
If Tibena®, or at the direction of Tibena®, Affiliate is able to obtain signatures of affected up line and downline Affiliates who all agree to the change and “Affected” is determined by Tibena® alone.
Placement Change Process.
An Affiliateship may be moved to a new position in the Downline Organization. However, because of the need to maintain the integrity of Downline Organizations, a Sponsor/Placement change may not be feasible; therefore, Tibena® has complete discretion to allow or disallow any proposed change.
Any Sponsorship or placement change requested outside the 15-day Limits covered above will be viewed on an individual basis and only approved based 100% on the final determination of Tibena®.
Sale or Transfer of an Affiliateship.
Sales and transfers are allowed based on the final approval of Tibena® with no reasonable request being denied if the sale or transfer does not require any change of placement or sponsorship and if said sale or transfer is deemed not to be for “Deceptive” purposes (For example, the seller trying to move to a new position somewhere else inside Tibena®). All new Owners/Beneficiaries will be held to the full qualifications and activity requirements of all Affiliates based on Rank to be paid. Tibena® reserves a first right of refusal to purchase any Affiliate position listed for sale. No Affiliate may maintain multiple active positions by virtue of the purchase of a second or third position in Tibena®’s downline.
Affiliates are not allowed to own or have an interest in more than one position other than through the exception made for an Affiliate who marries another Tibena® Affiliate. An Affiliate who sells or transfers his or her Affiliateship may not reapply to become an Affiliate under another Sponsor for a period of 12 full calendar months.
Effects of Marriage, Divorce, and Death on the Affiliateship.
A spouse is deemed to have a Beneficial Interest in an Affiliateship and all acts and omissions of the spouse shall be imputed to the Affiliate. If two Affiliates marry, they may keep their Affiliateships separate. However, all other conditions of the Beneficial Interest rules of the Contract apply to both Affiliateships.
When a married couple whose individual names appear as Affiliates on the Affiliate Agreement separate or divorce, Tibena® will continue paying earnings under the Compensation Plan in the same manner as prior to the separation or divorce until Tibena® is served with a legally binding certified copy of a divorce decree or other court order that provides direction on payment and/or disposition of the rights under the Contract. Where there is a change in ownership as ordered by the court, the spouse remaining as an Affiliate must submit an amended Affiliate Agreement. In no event will the Affiliateship be partitioned. Should a legal judgement request the Divorcing parties to split the Affiliateship it must be completed by the Affiliate and not Tibena®. In other words, Tibena® will continue to only issue one payment on each pay date to whatever entity directed by the court, and from there the Affiliate and spouse will have to govern their “splitting” of the funds as ordered.
Death and Inheritance.
In the case of an Affiliate’s death, the Contract will be assigned to the legal successor to the Affiliateship. All qualifying rules and regulations tied to the Compensation plan of Tibena® apply to the new owners. However, a 90-day period will be given to the new owners during which time they can decide how to proceed with the business. During the 90 days commissions earned will simply accrue and be paid in full, once decisions of the new owners are made. Commissions may be paid sooner than 90 days where Tibena® is provided with a court order or a copy of estate planning documents demonstrating who the heir of the estate is. The multiple Beneficial Interest through inheritance for up to six (6) months, by which time the existing Affiliate must have sold or otherwise transferred the existing or one of the inherited Affiliateships.
Section 5 Compensation
Earnings Through Sales.
Commissions are paid to Affiliates who qualify pursuant to the Compensation Plan and those who are in compliance with the Contract. An Affiliate’s success is only achieved through the regular and repeated Sale of Products and the regular and repeated sales by its Downline Organization. As the success of any Affiliate depends largely on the personal efforts of that Affiliate, Tibena® does not guarantee any level of profit or success, nor does it guarantee an Affiliate a specific income. An Affiliate does not receive compensation for Sponsoring or recruiting other Affiliates. The only way for an Affiliate to earn Commissions is through the sale of Products.
Tibena® will pay Commissions to qualified Affiliates on Product orders which are received by Tibena® before the end of the Commission period and that have been fully paid with appropriate payment.
Most Tibena® commissions are paid weekly; however, Tibena® does not guarantee that any commission will be paid weekly
Commissions are paid in the name of the Business Entity listed on the Affiliate Agreement. When no Business Entity is listed, Commissions are paid to the personal name of the Person (or first person if co-applicants) listed on the Affiliate Agreement.
If an Affiliate believes that there is an error in the computation of Commissions and/or program qualifications, the error must promptly be brought to the attention of Tibena®. If such problems are not presented to Tibena® in writing within thirty (30) days after the end of the relevant Commission period, the Affiliate waives all recourse with respect to such alleged error.
Minimum Payment Amount.
The minimum amount for payment of commission and bonus is twenty-five dollars ($25 USD). Commissions and/or bonuses in less than twenty-five dollars ($25 USD) for a pay period will accumulate until they equal or exceed twenty-five dollars ($25 USD).
Returned or Unpaid Payments.
Tibena® makes every effort to ensure that an Affiliate receives its commission payments. However, if a commission payment is unpaid due to insufficient information or other reasons beyond the control of Tibena®, the payment will be held for the benefit of the Affiliate for 180 days. If not claimed within 6 months and the Affiliate is inactive during the entire 6-month period, the funds will be deemed abandoned and waived by the Affiliate and return to the property of Tibena®.
Manipulation of the Compensation Plan is not permitted and may result in disciplinary action including and up to possible termination of the Affiliateship. Manipulation of the Compensation Plan includes, but is not limited to, an Affiliate purchasing, to qualify for various Ranks or Commissions, large quantities of Product that are not sold through the direct marketing channel, placing orders in his/her Downline Organization, and any other actions that may violate state, federal or foreign anti-pyramid scheme laws.
Deductions and Offsets.
The Affiliate authorizes Tibena® to deduct fees from its Commissions as deemed appropriate in accordance with Section 6 herein or any other term or condition of the Contract. Any fees will be assessed at the sole discretion of Tibena®.
There may be fees for Payout Options to Affiliates.
There may be “Claw Backs” for commissions paid to an Affiliate for returned products or fraudulent sales or sales practices, these “Claw Backs” are not Technically fees but would appear as reductions to an Affiliates Payment Disbursements.
Section 6 Ordering Tibena® Products
All Tibena® product sales are to be made between the Customer or Affiliate and Tibena®.
Tibena® Product orders are placed through the Tibena® website or in some markets, phone orders may be accepted during specific designated hours of the day and certain days of the week. See the website for details.
Monthly Subscription Program (MSP).
An Affiliate, as well as any Customer may choose to participate in the Monthly Subscription Program (MSP). At Tibena®, the MSP is a 30 to 31-day cycle. Each order of Personal Volume keeps the affiliate active for 30 to 31 days. MSP may be established at any time through the submission of the application or through the Tibena® website indicating the amount of Product to be shipped each month and the method of payment to be used. When instituting MSP at the time of enrollment, the Affiliate Agreement serves as confirmation for the setup. An MSP account will be charged at the set time during the month, and the Product will be shipped at a set time thereafter. The Affiliate may obtain tracking numbers from Tibena® after the Product is shipped. The scheduled dates for MSP processing, account charges, shipping or account changes are posted in the Affiliates Back Office and are subject to change by Tibena® from time to time. MSP is in no way a requirement to be an Affiliate. Affiliates, and Customers, may adjust MSP at any time
Sales Tax, GST, VAT
U.S. sales tax is collected on the Product’s suggested price and is calculated using the applicable rates for the location to where the product is shipped. Tibena® will collect and remit sales tax to the proper taxing authority. In those jurisdictions where an Affiliate may and has registered as a withholding agent through a local sales tax agency and submitted a “Sales and Use Tax Exemption Certificate” or equivalent document to Tibena®, the collection of sales tax will be the responsibility of the Affiliate. It is the responsibility of the Affiliate to provide an updated copy of its certification for exemption from sales tax each year.
In all other jurisdictions, GST, VAT, or other applicable transaction tax is based on the purchase price. Tibena® will provide its GST or VAT number and proper invoicing, which may include electronic invoicing, where permitted by law. Tibena® does not include GST or VAT in commission payments. Affiliates who are GST or VAT registered and are required to collect and remit GST or VAT on their services may send a valid GST or VAT invoice to Tibena® to charge them for GST or VAT on commission income.
Section 7 Refunds, Returns and Cancellations
Affiliate has 30 calendar days from the date of order to return a Product.
To be eligible for a return, the Product must be unopened, unused, and in the same condition that it was received.
A 10% restocking fee will be deducted from all returned/refunded Products.
Send all returns to:
Please include Affiliate’s name and affiliate number with all returns.
Once Tibena® receives a Product for return, Tibena® will inspect it to ensure it meets all return policy requirements. After inspection, Tibena® will notify Affiliate of the status of the refund.
If the return is approved, Tibena® will initiate a refund, minus the 10% restocking fee, to the payment method used on Affiliate’s original order.
Please allow up to 5 business days for the refund, depending on Affiliate’s bank or credit card issuer’s policies.
Affiliate will be responsible for paying their own shipping costs for returning the Product. Shipping costs are non-refundable.
If Affiliate has any further questions on how to return a Product, contact Tibena® at (801) 308-1133 or send an email to firstname.lastname@example.org
Section 8 Marketing the Product and Opportunity
Use of Sales Tools.
An Affiliate may use only Sales Tools, including lead-generating sales tools, approved by Tibena®. Any affiliate using sales tools not approved in writing or provided by Tibena® for making sales becomes 100% liable for their representations and is at risk of being terminated from the Tibena® Affiliate program.
The only claims and representations Affiliates may make regarding Products are those found in the literature distributed by Tibena® on its web site.
Affiliates shall not re-label, alter or repackage any Products.
Income Claims Prohibition.
An Affiliate is prohibited from making income claims regarding earning potential period, at all, as in none.
Use of Trademarks and Copyrights.
Affiliates may not use any of Tibena®’s current or after 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.
Except as indicated herein, an Affiliate may not use Tibena®’s trademarks or any confusingly similar variation of its trademarks (e.g., Tibena®, etc.), in a business name, e-mail address, Internet domain name or sub-domain name, URL, telephone number, or in any other address or title.
Any affiliate registering a domain name that contains the words Tibena®, or Jasmine Tao, shall re-assign those domains to Tibena® upon request, at no cost other than the annual domain registration fee for at the most the previous 1 year, regardless of how long the Affiliate may have had them registered
The Affiliate agrees to immediately re-assign to Tibena® any registration of Tibena® names, trade names, trademarks, or Internet domain names registered or reserved in violation of this policy. The provisions of this Section survive the termination of the Contract.
Tibena®, in its sole discretion, will determine whether a variation of its trademark is confusingly similar.
Affiliates shall not use Tibena®’s marks in countries where the use of such marks is prohibited.
An Affiliate must not use the name, logos, trademarks or other references to Tibena®’s business or manufacturing partners in any Sales Tool, correspondence, or any form of advertising.
Tibena®’s literature and media are copyrighted by Tibena® and may not be duplicated.
Use of “Independent Affiliate” in Advertising.
If an Affiliate selects a business title, the title must clearly state that the Affiliate is a “ Tibena® Independent Affiliate.” An Affiliate’s title may not imply that the Affiliate is an employee or agent of Tibena®. Each time Tibena®’s logo or name is used in writing and in relation to the Affiliate, the Affiliate must identify itself as a “ Tibena® Independent Affiliate”.
An Affiliate may not build any website to market Tibena® products.
Affiliates may not resell any product on Amazon or other resale stores or websites.
Tibena® may terminate any Affiliate for violation of its internet Policies and Procedures.
All text, audio and video postings cannot contain Product or Income claims. For Product information, Affiliates may refer viewers to their Tibena® website, or a Tibena® Social media site.
An Affiliate may promote his/her Affiliateship through a Tibena® replicating website only and through their personal Facebook Profile/Timeline. Each Affiliate will be issued a unique Affiliate link that links seamlessly to the official Tibena® website giving the Affiliate a professional and Tibena® approved presence on the Internet. No Affiliate may design a website or blog that uses the names, logos, or product descriptions related to Tibena® or that otherwise promotes Tibena®, Tibena® products or the compensation through commission directly or indirectly. Affiliates may not advertise or promote their Affiliateship or the Tibena® business, products, or marketing plan, or use the Tibena® name in any electronic media or transmission, including on the Internet via websites, social media or otherwise, unless specifically authorized to do so herein. Affiliates must abide by the guidelines set forth by Tibena® when engaging in online marketing:
(i) Affiliates shall not make offers or solicitations in the guise of research, surveys or informal communication, when the real intent is to sell products or services or sponsor Affiliates;
(ii) Affiliates shall not operate any type of automated online website, email campaign or other electronic system to collect personal information from individual consumers;
(iii) Affiliates sharing personal information collected online shall provide individual consumers with an opportunity to prohibit the dissemination of such information, and if any consumer requests that his or her personal information not be shared, Affiliates shall refrain from sharing such information;
d) Affiliates shall provide individual consumers the option to terminate any further communication between the Affiliates and the consumer and if any consumer requests that an Affiliate cease communication, the Affiliate shall immediately stop communicating upon such request;
e) Affiliates must abide by all laws and regulations regarding privacy and electronic communications;
f) In compliance with section “E-Mail and Newsgroup Marketing” below, Affiliates may not distribute content by use of the distribution lists or to any person who has not given specific permission to be included in such process; spamming or distribution of chain letters or junk mail is not allowed;
g) Affiliates may not distribute content that is unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or which could give rise to civil liability or otherwise violate any applicable federal, state, local, national or international law or regulation; and
h) Affiliates may not directly or indirectly, send emails or other forms of commercial electronic message to persons except in compliance with federal and state anti-spam Legislation.
Blogs Chat Rooms, Social Networks, and other Online Forums.
Affiliates who wish to employ the use of chat rooms, personal social networks and online forums to promote their Affiliateship may do so under certain conditions only. Affiliate may post their Affiliate link on personal social medial accounts and in emails for prospects to click on in order to visit the Affiliate’s replicated website. However, no Affiliate will be able to advertise Tibena® products or use Tibena® intellectual property on personal social media accounts. No other product or service may be promoted or discussed in conjunction with, nor may any comparisons be made concerning other products, their ingredients, effectiveness, etc. in connection with Tibena®. Affiliates may not make claims of any nature whatsoever concerning Tibena® products or Affiliateship. Only statements made in official Tibena® company material may be used to promote products or the Affiliate opportunity. Affiliates may list local Affiliate meetings and any corporate events to which visitors would be welcome.
Affiliates may not sell, market or promote Tibena® business, marketing plan, products or services on eBay, Amazon, Facebook, Craigslist or any other business Internet site except as detailed under the preceding paragraph.
Retail Sale through Retail or Service Establishments:
Tibena® is a direct sales company. Our success is based upon our Affiliates selling product directly (one-on-one) to the consumer, in a personal and caring manner. In order to maintain this personal contact with our customers and to provide equal opportunity to all Affiliates to sell Tibena® Products to consumers, Tibena® places certain restrictions on the sales of its Products to or through commercial establishments.
Distribution of Products is not permitted through chain stores. Tibena® determines chain stores to be any retail establishment with more than five (5) separate locations.
Tibena® products offered in service retail establishments (where business is conducted by appointments) must be sold at the Customer Suggested Retail Price or higher.
Tibena® will be the sole judge of whether a commercial enterprise violates the policies, spirit or intent of its guidelines and reserves the right to modify, amend or rescind its approval as current business conditions may dictate.
Section 9 Breach of Contract Procedures
Tibena®’s obligations to an Affiliate are conditioned upon the Affiliate’s faithful performance of the terms and conditions of the Contract. Tibena®, in its sole discretion, will determine if an Affiliate is in breach of the Contract and may elect any or all available remedies.
In the event of breach, Tibena® may elect to take no action or to exercise some or all contractual remedies and remedies at law or in equity, including, but not limited to:
Notify the Affiliate either in writing or verbally of the breach and providing a notice to cure the breach;
Require from the Affiliate additional assurances of future compliance;
Assess damages and withhold them from commission payments;
Suspend Affiliate Rights temporarily or permanently;
Seek injunctive relief;
Terminate the Contract; and
Seek damages and associated costs.
Reporting Contract Breaches.
Cross-Company Recruiting violations must be brought to Tibena®’s attention within three (3) months of the alleged violation. Failure to report a violation within that time period may result in Tibena® not pursuing the allegations in order to prevent the Affiliate Business from being disrupted due to stale claims. However, this policy does not waive Tibena®’s right to investigate and discipline Affiliates found guilty of the stale claims.
Circumvention of the Contract.
The Contract is designed to protect Affiliates and Tibena® from the adverse consequences of their violation. Affiliates who intentionally circumvent the Contract to accomplish indirectly what is prohibited directly will be disciplined as if the applicable policy or rule had been broken directly. In such circumstances, all of the available remedies as stated above will be available to Tibena®. The Contract is not intended to give an Affiliate the right to enforce the Contract against another Affiliate directly, or to take any legal action against another Affiliate.
Section 10 Termination
An Affiliate may terminate the Contract by submitting to Tibena® in writing said request
Tibena® may terminate the Contract if the Affiliate violates the terms of the Contract.
If the Affiliate has not engaged in Affiliate Business for six (6) months, as determined by Tibena® in its sole discretion, Tibena® may terminate the agreement and roll up the Downline
Upon termination from either party for any reason the company may roll up the downline to the next active up line affiliate in the deleted affiliates enrollment tree.
Section 11 Fees
Payout Fees: Tibena® may charge from zero to $3.00 USD per payment for Payments made to Affiliates for accounting, funds transferring, and processing fees
Section 12 Miscellaneous
The Contract contains the entire understanding concerning the subject matter hereof between Tibena® and the Affiliate, and is intended as a final, complete, and exclusive expression of the terms of the parties. This Contract supersedes and replaces all prior negotiations and proposed, but unexecuted agreements, either written or oral. Any prior agreements, promises, negotiations, or representations, either written or oral, relating to the subject matter of this Contract, are of no force or effect. If there is any discrepancy between verbal representations made to the Affiliate by any employee or agent of Tibena® and the terms of the Contract, the express written terms and requirements of the Contract will prevail.
The section and subsection headings in the Contract are inserted solely as a matter of convenience and for reference, and will not be considered in the construction or interpretation of any provision hereof. Unless the context otherwise specifically requires, all references to sections of the Contract will refer to all subsections thereof.
Modifications by Tibena®.
Tibena® reserves the right to make any modifications to the Contract, provided that the modifications are communicated by Tibena® to the Affiliate. Tibena® may communicate these modifications by posting any portion of the modified Contract on Tibena®’s website at www.tibena.com or by any other method of communication. The Affiliate is deemed to have accepted the modification to the Contract if the Affiliate engages in any Affiliate Business, renews its Affiliateship, or accepts Commissions.
Ambiguities, if any, in the Contract shall not be construed against any party, regardless of which party may be deemed to have authored the ambiguous provision.
Tibena® extends no product warranties, either expressed or implied, beyond those specifically articulated in the Contract. Tibena® disclaims and excludes all warranties regarding possible infringement of any United States or foreign patent, trademark, trade name, copyright, or trade secret arising from the Affiliate’s operations. Tibena® 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. No Affiliate will be able to expand any warranty of any kind about the Company or its products.
Any waiver by Tibena® of an Affiliate’s breach of a Contract provision must be in writing and will not be construed as a waiver of any subsequent or additional breach by the Affiliate. The failure by Tibena® to exercise any right or privilege under the Contract will not constitute a waiver of that right or privilege.
If any term or condition of this Contract is judicially invalidated, prohibited, or otherwise rendered unenforceable in any jurisdiction, it is unenforceable only to the extent of the invalid, prohibited or unenforceable provision in that jurisdiction only, and it will not render unenforceable or invalidate any other provision of the Contract, nor will the Contract be rendered unenforceable or invalidated in another jurisdiction. Furthermore, any provision found unenforceable may be partly enforced to the maximum extent enforceable under the law.
Affiliate acknowledges that Tibena® is not liable for any damages or losses caused by the delay or inability to manufacture, sell, or deliver its products due to labor strikes, accidents, fire, flood, acts of civil authority, acts of God, acts of terrorists, or from any other causes that are beyond the control of Tibena®.
The State of Utah is the place of the origin of this Contract and is where Tibena® accepted the offer of the Applicant to become an Affiliate and where the Affiliate entered into the Contract with Tibena®. The Contract is therefore to be construed in accordance with the laws in force in the State of Utah in the United States of America (without regard to conflicts of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods) as to contracts made and to be wholly performed within the State. The Affiliate irrevocably submits to the exclusive jurisdiction of courts within the State of Utah with respect to all legal proceedings arising under, or in connection with this Contract. The Affiliate irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such court and any claim that any such proceeding brought in such court has been brought in an inconvenient forum. If a dispute arises between Tibena® and the Affiliate in relation to this Contract, neither party may commence court proceedings in relation to the dispute unless (a) it has complied with this Section 10(I), (b) it seeks urgent injunctive relief only without a bond (a temporary restraining order, preliminary injunction and all other forms of interim relief available to the party filing the action); or (c) the other party has not complied with this Section 10(I). If a dispute arises between the parties in relation to this Contract, either party shall give notice of the dispute to the other party, which notice must be in writing, with a receipt of delivery to the other party and state in detail the nature and specific points of the dispute (“Dispute Notice”). Upon receipt of a Dispute Notice, the parties shall use all reasonable endeavors to negotiate in good faith a resolution of the dispute within thirty (30) calendar days of the receipt of the Dispute Notice. If the parties do not resolve the dispute within the thirty (30) calendar day period, either party may, within the next thirty (30) calendar days, by notice to the other party (“Mediation Notice”), request the dispute to be attempted to be resolved by mediation. If Mediation Notice is given, each party shall fully cooperate and participate in the mediation process to try and come to resolution of the dispute. The parties agree that the mediation shall be conducted by one (1) mediator chosen by mutual agreement or if the parties cannot agree the mediator shall be chosen through Judicial Arbitration and Mediation Services (“JAMS”) mediation process and rules and the mediation shall take place in Salt Lake City, Utah. The parties shall bear equally the costs and expenses of mediation; however, each party shall bear the costs and expenses of its own counsel as applicable. If no Mediation Notice is given within such time period, the parties may commence legal proceedings. The parties expressly waive any objections to personal jurisdiction or venue of such courts and to the mediation being conducted in or within 50 miles of Salt Lake City, Utah, United States of America. Affiliate and Tibena® waive their right to commence, be a party to or class member of, a collective action in any court action against the other party or relating to the Contract. Further, Tibena® and Affiliate waive their right to commence or be a party to any group, class or collective action claim in arbitration or any other forum. The parties agree that any claim by or against Affiliate or Tibena® shall be heard without consolidation of such claim with any other Person or entity’s claim and explicitly waive the right to trial by jury in any litigation.
If any suit, action, or proceeding (excluding mediation as provided above herein) is brought to enforce any term or provision of this Contract, 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.
Successors and Assigns.
The Contract will be legal and binding upon and inure to the benefit of the heirs, devisees, executors, administrators, personal representatives, successors, and assigns (as applicable) of the respective parties hereto.
Limitation of Liability.
To the extent permitted by law, Tibena®, its directors, officers, members, managers, shareholders, employees, assigns and agents (collectively referred to as “Responsible Parties”) shall not be liable for, and the Affiliate releases Tibena® and its Responsible Parties from and waive all claims, for any loss of profits, indirect, direct, special or consequential damages, and for any other losses incurred or suffered by Affiliates as a result of: (i) Affiliate’s breach of the Contract, (ii) the promotion or operation of the Affiliateship and the Affiliateship Business; (iii) Affiliate’s incorrect or wrong data or information provided to Tibena® or its Responsible Parties; or (iv) the Affiliate’s failure to provide any information or data necessary for Tibena® to operate its business. Each affiliate agrees that the entire liability of Tibena® and its responsible parties for any claim whatsoever related to the contract, but not limited to, any cause of action sounding in contract, tort, or equity, shall not exceed, and shall be limited to, the amount of products the affiliate has purchased from Tibena® that are in resalable condition.
With prior written authorization from Tibena® which authorization shall be in Tibena®’s sole discretion, Affiliates may display Company products and opportunity at trade shows. Request for participation in trade shows must be received in writing by Tibena® via email at least two (2) weeks prior to the show. Written authorization from Tibena® which shall be in Tibena®’s sole discretion, must be received before participating in such events. Company products and opportunity are the only products and opportunity that may be offered in the trade show booth. Only Company approved marketing materials may be displayed or distributed.
TRADEMARK, LITERATURE AND ADVERTISING
The name Tibena® and the name of all the Tibena® products, services and programs are the Trademarks of and owned by Tibena®. Only Tibena® is authorized to produce and market products and literature under the Trademarks of Tibena® LLC. This includes but is not limited to slides, overheads, brochures, videos, domain addresses, email addresses, social media accounts, training and/or marketing materials and all promotional materials such as but not limited to t-shirts, caps, pins, magnetic signs, cups, etc. Use of the Tibena® name or any of the Trademarks on any item not produced or authorized by Tibena® is prohibited.
As an independent contractor, Affiliates shall be solely responsible for obtaining applicable business insurance relevant to his/her/its business activities, such as holding live events.
Affiliate & Customer Account Cancellation.
An Affiliate can only cancel his/her/its Affiliate account by sending an account cancellation request to Tibena® Customer Support. Cancellation becomes effective upon the written notification from Tibena® that the account has been cancelled. An Affiliate who cancels his/her/its account may not re-enroll as an Affiliate or have any financial interest in any Affiliate entity for a period of six (6) months from the date of resignation. A Customer who cancels his/her/its account and decides to re-enroll under a different Sponsor must wait six (6) months to re-enroll as an Affiliate OR three (3) months to re-enroll as a Customer. If he/she/it re-enrolls as a Customer, they must wait an additional three (3) months (for a total of six (6) months) before upgrading to a Affiliate. Tibena® reserves the right in its sole discretion to administratively cancel: (i) any Promoter account with no orders or other account activity for over 6 months; and (ii) any customer account with no orders or other account activity for over 3 months.
Tibena® reserves the right to suspend any Affiliate account with or without pay at any time when it is determined that the Affiliate has or may have violated any provision of the Agreement as amended, or any applicable laws or standards for fair dealing, in addition to other remedies to which Tibena® may be entitled. Tibena® shall make such involuntary suspension at its sole discretion. Tibena® will notify the Affiliate either by a back office notice or email. In the event of a suspension, an Affiliate agrees to immediately cease representing himself/herself/itself as an Affiliate for Tibena®. For clarity and without limiting the generality of the foregoing, Tibena® reserves the right in its sole discretion to suspend an Affiliate without pay during an account review or investigation period.
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