LEADS REFERRAL NETWORK POLICIES AND PROCEDURES 

UNITED STATES 

VERSION 1

MEMBER POLICIES AND PROCEDURES (U.S.) Version 1

LAST UPDATE: May 12, 2020 

TABLE OF CONTENTS 

SECTION 1: THE COMPANY 

SECTION 2: POLICIES & PROCEDURES INCORPORATED INTO MEMBER AGREEMENT 

SECTION 3: BECOMING A MEMBER 

SECTION 4: MEMBER BENEFITS

SECTION 5: MEMBER REQUIREMENTS AND RESTRICTIONS

SECTION 6: MEMBER BUSINESS PRACTICES

SECTION 7: SPONSORING AND TRAINING

SECTION 8: ORDERING PROCEDURES

SECTION 9: CANCELLATION OF LISTINGS & REFUNDS

SECTION 10: USE OF LEADS REFERRAL NETWORK TRADEMARKS 

SECTION 11: ADVERTISING & AND USE OF LEADS CONTENT 

SECTION 12: COMPENSATION  

SECTION 13: TRANSFER OF MEMBERSHIP

SECTION 14: TERMINATION AND SUSPENSION

SECTION 15: REMEDIAL ACTIONS, GRIEVANCES, AND COMPLAINTS  

SECTION 16: WARRANTIES; LIMITATIONS OF LIABILITY; INDEMNIFICATION 

SECTION 17: MISCELLANEOUS; DISPUTE RESOLUTION 

APPENDIX A: COMPENSATION PLAN 

SECTION 1: INTRODUCTION 

SECTION 2: DEFINITIONS 

SECTION 3: VOLUME 

SECTION 4: RECOGNITION TITLES AND QUALIFICATIONS 

SECTION 5: PAID-AS TITLES 

SECTION 6: TITLE PROMOTION AND MAINTENANCE

SECTION 7: NON PROMOTION (“TIMER”) 

SECTION 8: TITLE DEMOTION

SECTION 9: COMPENSATION PLAN CATEGORIES 

SECTION 10: INCENTIVE TRIPS AND PERFORMANCE BONUSES

SECTION 11: CURRENCY EXCHANGE RATE  

SECTION 12: PRICE BASIS FOR RETAIL PROFIT  

SECTION 13: COMMISSION ADJUSTMENTS FOR RETURNED memberships 

APPENDIX B: GLOSSARY 

APPENDIX C: LEADS Referral Network CODE OF ETHICS 

PLEASE NOTE: If there are questions regarding any of the following Policies and Procedures, please contact the Sales Support Department at 310-927-2162.

SECTION 1: THE COMPANY 

LEADS Referral Network, LLC (“LEADS Referral Network” or the “Company”) is changing the world of Networking.  Founded by Melissa Lavigne, LEADS Referral Network is committed to offering business networking, online marketing and a philanthropic mission for causes worldwide that are important to each individual member..

SECTION 2: POLICIES & PROCEDURES INCORPORATED INTO MEMBER AGREEMENT 

These Policies and Procedures (including the Compensation Plan and the Glossary incorporated herein by reference and attached as Appendices A and B hereto), in their present form and as amended from time to time at the sole discretion of LEADS Referral Network (the “Policies and Procedures”), are incorporated into and form an integral part of the member agreement, which sets forth LEADS Referral Network’ and each members legal rights and obligations. Throughout these Policies and Procedures, where the term “member agreement” is used, it refers to the legally binding agreement between LEADS Referral Network and each member consisting of (i) a properly completed and submitted member application that has been accepted by LEADS Referral Network; (ii) these Policies and Procedures that are incorporated into and form an integral part of the member agreement; and, if applicable, (iii) a properly completed Business Entity Registration Form that has been accepted by LEADS Referral Network. 

In the event of any conflict between the applicable member application or the Business Entity Registration Form, on the one hand, and these Policies and Procedures, on the other hand, these Policies and Procedures shall control. It is the responsibility of each member to read, understand, adhere to and ensure that she or he is aware of and operating under the most current version of these Policies and Procedures. When sponsoring a potential member, it is the responsibility of the Sponsor to provide access to the most current version of these Policies and Procedures (including the Compensation Plan) to the new applicant prior to that potential member’s submission of the member application. 

LEADS Referral Network may amend these Policies and Procedures at its discretion. Notice of any substantive changes will be provided to all members by email and/or in.  The amended Policies and Procedures will become effective thirty (30) days after notice is provided, at which time the final amended policies will be posted on theLEADS Referral Network website at www.leadsreferral.com. Amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment(s) except where indicated. Members are responsible for regularly reviewing LEADS Referral Network publications for notices of substantive changes to the Policies and Procedures. 

The LEADS Referral Network Mission: We help business owners build community and create long term sustainable relationships with other business owners and potential customers.  Our values are creating an enduring legacy for our members.

Members’ continued participation in the Program following the effective date of the amended Policies and Procedures constitutes acceptance of any changes or additions.

 

LEADS Referral Network is deeply committed to ethical and honorable business practices. It is the Company’s expectation that, as the face of LEADS Referral Network, members review and uphold the LEADS Code of Business Ethics, which is attached herein and which is also available on the LEADS website at www.leadsreferral.com. 

The mutual success of LEADS Referral Network and its  members relies on the members’ understanding and execution of these Policies and Procedures, as well as all laws and regulations that apply to each member’s LEADS Referral Network membership. The Code of Business Ethics is designed to protect members and their businesses, the LEADS Referral Network brand, and, importantly, all Consumers (namely, any potential and existing Customers or members). 

SECTION 3: BECOMING A MEMBER

3a. To become a U.S. member, one must: 

– be 18 years of age or older; 

– complete and submit a member application that is accepted by LEADS Referral Network; 

– purchase a listing on the leadsreferral.com website; 

– be authorized to run a business, 

– provide a valid Social Security Number and associated legal name; 

– not be in jail or prison or otherwise confined to a correctional institution; 

– not have ever been convicted of a felony in the last 7 years; 

Any proprietorship doing business under an assumed name (DBA) must also submit a true and complete copy of its certificate of DBA if requested by LEADS Referral Network. A Business Entity (i.e., a corporation, limited liability company, partnership or trust) applying to be a member must also comply with the requirements herein.

3b.  Contractor Status: 

Members shall not be treated as employees of LEADS Referral Network for any purpose including, without limitation, for federal, state or local tax purposes or for retirement or unemployment benefits. Members are self-employed, non- exclusive  contractors who are authorized by LEADS Referral Network to market and sell the memberships and sponsor members in the 50 United States.  Approved memberships are subject to having legal authorization to run a business and work in their applicable jurisdiction. Members are not, and shall not represent themselves to be, employees, agents or representatives of LEADS Referral Network or purchasers of a franchise. Any agreement between LEADS Referral Network and a member does not create an employee/employer relationship, agency, partnership or joint venture between LEADS Referral Network and such member. 

Members have no authority (expressed or implied), and shall not represent that they have any authority, to bind LEADS Referral Network to any obligation, contract or agreement. Members shall establish their own goals, hours, place of business and methods of sale, so long as they comply with the member agreement. Members are solely responsible for all decisions made and all costs incurred with respect to their memberships. All members assume all entrepreneurial and business risk in connection with their memberships. members are responsible for obtaining any state or local licenses, permits and other governmental approvals applicable to her or his business, including qualifications to transact business in states other than her or his domicile. There is no guarantee that there is or will be a market for the memberships or that members will earn or will not lose money. 

3c. Getting Activated: 

Once an applicant has submitted a properly completed member application, purchased a Business listing, submitted any other documents that LEADS Referral Network may require, and LEADS Referral Network has accepted and processed the member application, the applicant will become a member and will be assigned a unique user name and will be required to select a password. 

A member’s username (or email address) must be used by that member to identify herself or himself in all correspondence with LEADS Referral Network and will also be required to get credit for processed transactions. 

A member must provide her or his unique tracking URL to Customers and potential Customers to assist LEADS Referral Network in identifying and linking the Customer or potential Customer to that member’s account for properly tracking members’ credit for online orders. 

– A member’s password is considered Confidential Information and should not be shared with anyone. This password is used by a member to access the LEADS website, access the member’s performance history records, organizational status and Performance Reports. 

SECTION 4: MEMBER BENEFITS 

Once an applicant has become a member as described above, the member is able to participate in, and make good use of, the opportunities and benefits provided by the Program. These benefits include the ability of the member to: 

– sign up new members for the purpose of growing their business network

– receive commissions and referral fees for the enrollments of new members

-the ability to personally collect these commissions and enrollment fees or donate them to their favorite charity. 

– receive periodic LEADS Referral Network communications; and 

– participate in LEADS Referral Network-sponsored support, service and training, and also in motivational, promotional, incentive and recognition programs for members, upon payment of appropriate charges, if applicable. 

SECTION 5: MEMBER REQUIREMENTS AND RESTRICTIONS 

5a. Business Listing: 

In order to become a member, an applicant must purchase a Business Listing.  A member may cancel this membership at any time.

Member Status: An applicant becomes a member when her or his member application or, in the case of a Business Entity, a Business Entity Registration Form, is accepted by LEADS Referral Network. A member remains a member in the Program by: (i) renewing her or his member agreement in accordance with Section 5l below on each anniversary date and acceptance of such renewal by LEADS Referral Network; (ii) complying with the requirements of the member agreement; and (iii) not have a terminated account status. 

5e. Eligibility: 

LEADS Referral Network reserves the right to accept or reject any member application or Business Entity Registration Form for any reason at its sole discretion. Without limiting the generality of the foregoing, LEADS Referral Network reserves the right to reject any member application or Business Entity Registration Form if LEADS Referral Network determines in its sole discretion that its acceptance of a member application would result in any actual or potential conflict of interest or would call into question the independence of a member.

 

5f. Single member Account: 

A member may hold only one account under a single Sponsor. A person or entity may not be a party to more than one member agreement or hold, directly or indirectly, any interest in additional memberships, including any memberships operated by a Business Entity. 

5g. Spouses and Common Law Married Couples Treated as a Single membership: 

Spouses and common law married couples may neither sponsor each other directly or indirectly, nor have different Sponsors. Children over the age of eighteen (18) residing with their parents who meet all of the eligibility requirements may have their own memberships. For information regarding the disposition of a spousal or common law membership upon divorce or separation, see Section 14b.

5h. Territory: 

No member shall assert or imply that she or he has ownership of, or exclusivity in, any particular geographic area, territory, market or region. All memberships are nonexclusive, and all Active members have the full right to market and sell and otherwise conduct their memberships in her or his Home Country and in any Authorized Country, in accordance with the terms of the member agreement. Members may not market or sell or otherwise conduct their memberships outside of any Authorized Country. Members may only market or sell or otherwise conduct their memberships in jurisdictions outside of any Authorized Country in the event LEADS Referral Network advises its members that they may do business in that country, subject to any conditions and limitations of such advisory. Notwithstanding the foregoing, members doing business in jurisdictions outside of the United States shall do so pursuant to that jurisdiction’s Policies and Procedures and the member shall be responsible for complying with the laws of such jurisdiction, including tax and immigration laws. See Section 5n below for rules relating to cross-border activities.

 

5i. member Information: 

Each member is responsible for keeping her or his member Information up to date and accurate, and must immediately update any changes. It is particularly important that a member provides LEADS Referral Network with her or his current email address, since email is one of the primary ways that LEADS Referral Network and a member’s Upline will communicate with the member. By agreeing to these Policies and Procedures, the member consents to receiving emails from LEADS Referral Network as well as from her or his Upline. Each member may modify her or his member Information (e.g., update an address, phone number or email address). Member agrees that LEADS Referral Network may share with member’s Upline; her or his name, telephone number, address, email address and select sales performance data for all members in their Downline. No Social Security Number nor credit card number shall be shared with a member’s Upline without separate express permission by member to allow such personal information sharing. By providing her or his email address and telephone number, member agrees to disclose her or his email address and telephone number to LEADS Referral Network as well as to her or his Upline. 

To change a Tax Identification Number, please refer to Section 5j. Without limitation of the foregoing, a Business Entity that is a member must immediately report any changes in its Beneficial Ownership to LEADS Referral Network. A member must submit appropriate legal documentation in support of any name change request.

 

5j. Business Entities/Change in memberships: 

A member enrolled as an individual may apply to transfer her or his membership to a corporation, limited liability company, partnership or trust. To effect such a transfer, a corporation, limited liability company, partnership or trust must: – be incorporated or organized in the United States.

– complete, sign and submit a Business Entity Registration Form that is accepted by LEADS Referral Network (see Business Entity Registration Form for more details); 

– if requested by LEADS Referral Network, submit a true and complete copy of the organizational and charter documentation (e.g., certificate of incorporation, articles of organization, certificate of formation, operating agreement, trust agreement, etc.) of such corporation, limited liability company, partnership or trust; and 

– have a valid email address and a valid credit card. 

In addition, the Beneficial Owner of the corporation, limited liability company, partnership or trust, must assign her or his member agreement to the Business Entity applicant pursuant to the Business Entity Registration Form. All other Beneficial Owners of the Business Entity must be identified in the Business Entity Registration Form. 

A corporation, limited liability company, partnership of any nature or trust is referred to in these Policies and Procedures as a “Business Entity.” 

All Beneficial Owners of a membership that is a Business Entity shall be jointly and severally liable for, and shall indemnify and hold harmless LEADS Referral Network from and against, any breach of the member agreement by such Business Entity or any indebtedness or other obligation to LEADS Referral Network of such Business Entity.

 

The Beneficial Owners of the Business Entity are responsible for the conduct of their employees, contractors or agents and will be held accountable for any violation of the member agreement, including the failure of their employees, contractors or agents to adhere to these Policies and Procedures. See Section 5k for further information.

 

A membership that is a Business Entity and undergoes a change of Beneficial Ownership must comply with LEADS Referral Network’s terms or it may have its member agreement and membership terminated.

 

A membership that is a Business Entity may not use any trade name, business name or DBA that includes any LEADS Trademark unless they are marketing materials approved by LEADS Referral Network. 

Subject to the above requirements and restrictions, a member may change a membership’s status from a sole proprietorship to a corporation, limited liability company, partnership or trust, or from one type of Business Entity to another, by submitting a new Business Entity Registration Form. In addition, a member may add her or his spouse to a sole proprietorship as a co-applicant to the member’s existing membership by submitting a new member application in the form of a partnership.

 

In each such case, upon LEADS Referral Network’ acceptance of the new member application and, if applicable, the Business Entity Registration Form, the member’s original member agreement will cease to be in effect and will be replaced and superseded by the newly formed member agreement. Note that none of the changes described above will permit a member to change Sponsors, except as specified in Section 7d, or to assign or transfer a membership except as specified below. 

5k. Actions of Household Members, Employees, Agents, etc.: 

Each member is responsible for the actions of her or his immediate household members, except for children over the age of eighteen (18) who have their own membership pursuant to Section 5g. Each member is also responsible for the actions of the member’s employees, contractors and agents, and each membership that is a Business Entity is responsible for the actions of its owners, officers, members, employees, contractors and agents. If any such household member or such owner, officer, member, employee, contractor or agent engages in any activity which, if performed by the member, would violate the member agreement, including a failure to adhere to these Policies and Procedures, such activity will be deemed a breach by the member and LEADS Referral Network may terminate the membership and/or seek other appropriate remedies against such member as detailed in the member agreement. In appropriate circumstances, LEADS Referral Network may elect to first provide notice to the member allowing her or him time to cure the breach prior to taking further action. 

5m. Income Taxes: 

Each member is responsible for paying (and will indemnify and hold LEADS Referral Network harmless from) all local, state, federal and other taxes on any income derived from the sale of the LEADS memberships and any payments or other monetary or non-monetary compensation under this agreement. LEADS Referral Network will provide the Internal Revenue Service’s Form 1099 MISC (non-employee compensation) earning statement for each U.S. resident member who had global compensation of $600 or more in the previous calendar year paid to her or him in the U.S. or made purchases from LEADS Referral Network during the previous calendar year of $5,000 or more. LEADS Referral Network will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker’s compensation insurance on a member’s behalf. If for any reason a member provides an invalid Social Security Number or Tax ID and does not provide a valid Social Security Number or Tax ID, once requested, within sixty (60) days, LEADS Referral Network reserves the right to terminate her or his membership. 

5n. Cross-Border Activity – Conducting Business in a Home Country: 

A member agreement is specific to the country in which a member enrolls (“Home Country”). A member must have legal authorization to run a business in her or his Home Country and must provide to LEADS Referral Network upon enrollment a valid address in such Home Country to which LEADS memberships, correspondence or other items may be shipped. A member may make purchases, sell the LEADS memberships and sponsor other members within her or his Home Country. Additionally, a member may sponsor members and sell to Customers in countries outside her or his Home Country and make sales to them via the LEADS website so long as LEADS Referral Network has direct selling operations in such other country. See below for further details regarding conducting business outside a Home Country. If a member wishes to cross a border to do business on the ground in a country where LEADS Referral Network has direct selling operations that is outside her or his Home Country (an “Authorized Country”), the member must ensure that she or he has the proper authorization to work or run a business in such Authorized Country. Members must be sure to comply with all applicable laws of the Authorized Country, including but not limited to, all immigration, visa and registration requirements. Short term trips and visits for the purpose of meetings, negotiations and training may require business visitor status in such Authorized Country or even a visa in some cases, depending on the country the member is visiting. For further details and information, member should consult her or his own immigration attorney. 

Tax Consequences Relating to U.S. member Business Activities Physically Performed in Other Authorized Countries: 

In some circumstances, U.S. members who conduct business activities in other Authorized Countries may be subject to certain tax consequences. members should seek advice from their own tax advisors with respect to the tax implications of working in other Authorized Countries. 

Conducting Business in a Location where LEADS Referral Network does not do Business, an “Unauthorized Country”: 

If a member wishes to cross a border to do business on the ground in a country where LEADS Referral Network does not yet have a direct selling business (an “Unauthorized Country”), the member is limited to providing business cards and attending small (less than five (5) person) meetings where member may discuss her or his current business and general aspects of the LEADS Referral Network business as they apply in Authorized Countries, but may not otherwise make attempts to establish a Downline or promote the Program.  Members may not use flyers, cold calling, mass emailing or mass soliciting of any kind to promote her or his business in an Unauthorized Country. In addition, member may not do any of the following in an Unauthorized Country: 

  1. Import or facilitate the importation of, sell or distribute in any manner, the LEADS memberships; 
  2. Place any type of advertisement or distribute any promotional material regarding LEADS Referral Network (unless 

previously approved by LEADS Referral Network); 

  1. Conduct training meetings; 
  2. Solicit or negotiate any agreement for the purpose of committing a citizen or resident of an Unauthorized Country to the opportunity or a specific Sponsor. Furthermore, members may not sign up citizens or residents of an Unauthorized Country by using forms from an Authorized Country, unless the citizen or resident of the Unauthorized Country has, at the time of enrollment, an address to which memberships, correspondence and other items can be sent, as well as legal authorization to work, in the Authorized Country. It is the member’s responsibility to ensure compliance with any residency and work authorization requirements; 
  3. Accept money or other consideration, or be involved in any financial transaction with any prospective member, either personally or through an agent, for purposes relating to the LEADS memberships or the opportunity, including renting, leasing or purchasing facilities for the purpose of promoting or conducting LEADS Referral Network- related business; or 
  4. Promote, facilitate or conduct any type of activity which exceeds the limitations set forth in these Member Policies and Procedures or which LEADS Referral Network, in its sole discretion, deems to be contradictory to its business or interest in international expansion. 

5p. International Sponsorship: 

(i) If you wish to sponsor members in an Authorized Country that is not your Home Country, you must comply with all applicable laws of that specific Authorized Country, including but not limited to, all immigration, visa and registration requirements, and comply with Policies and Procedures of that Authorized Country. Provided you are compliant with such laws and applicable Policies and Procedures, you may sponsor new members in an Authorized Country other than your Home Country. 

(ii) LEADS Referral Network reserves the right to designate certain countries wherein all pre-marketing conduct is expressly prohibited. It is a member’s responsibility, prior to each instance of conducting pre-market opening activities in any Unauthorized Country, to verify with LEADS Referral Network any allowable activity unless previously approved by LEADS Referral Network.

 

SECTION 6: MEMBER BUSINESS PRACTICES 

6a. Media Inquiries: 

Members may not respond to media inquiries regarding LEADS Referral Network, the LEADS memberships, the Program or any other aspect of LEADS Referral Network’s businesses. All such media inquiries should be immediately referred to the LEADS Referral Network President, Melissa Lavigne at melissa@leadsreferral.com. This policy is designed to ensure that accurate and consistent information is provided to the public. 

If members are approved to communicate with media regarding LEADS Referral Network, they are not to provide direct referrals to their website, phone number or other personal contact information. The only reference that should be provided is the LEADS website or melissa@leadsreferral.com.

For additional advertising guidelines, refer to Section 11. 

6b. Adherence to the Program: 

Members shall present the Program in a truthful and accurate manner consistent with the Member Policies and Procedures agreement and the LEADS Marketing Materials. Members shall not offer the Program through or in combination with any other system, program or method of marketing. Members shall not promote, require or encourage any current or potential Customers or members to: (i) participate in the Program in any manner that varies from the Program as set forth in the member agreement and the LEADS Marketing Materials; or (ii) execute or adhere to any agreement or contract other than the member application and these Policies and Procedures in order to become members and participate in the Program. 

6c. Product Claims: 

(i) Product Claims in General 

members shall not make any claims or representations regarding the LEADS memberships other than those claims and representations found in the LEADS Marketing Materials. LEADS Referral Network sells two categories of memberships: website business listing, online marketing (SEO).  For additional information on Product Claims for use on Social Media or in Newsletters, refer to Section 11.

6d. Income Claims Prohibited: 

Members shall not make claims or representations of potential or guaranteed income or profits in connection with the Program. Any amounts that members earn through the Program are based only on the sale of LEADS business networking memberships and not on the mere act of sponsoring other members. The Federal Trade Commission and several states have laws and/or regulations that prohibit certain types of income claims and testimonials by persons engaged in direct selling/network marketing. While members may believe it beneficial to tell other members and potential members about their earnings or the earnings of others, such claims may have legal consequences and adversely impact LEADS Referral Network as well as the members making the claims, unless appropriate disclosure required by law is also made contemporaneously with the income claim. Because members generally do not have the information necessary to comply with such legal requirements, when discussing the Program with other members or potential members, members may not make any projections, claims or estimates regarding such other members’ potential or guaranteed income from the Program, or disclose their own income from the Program (including by showing checks, copies of checks, bank statements, tax records or other such documents). 

Lifestyle claims (e.g., my LEADS Referral Network business allowed me to buy a house, retire from my other job, allow my spouse to quit her or his job, or take a luxury vacation) are considered to be equivalent to income claims. Similarly, hypothetical income examples that are used to explain the operation of the Compensation Plan are also considered to be analogous to income claims. members may make lifestyle claims or provide hypothetical income examples only if the following conditions are met: (i) the information must be accurate and not misleading; (ii) the level of effort required to achieve the results described must be fully detailed; (iii) claims of potential or guaranteed income may not be made; (iv) actual earnings may not be disclosed; (v) hypothetical income examples must be clearly indicated as such; and (vi) the Income Disclosure Statement must be provided in all instances. 

Any writings, including social media personal posts and profiles, email signature blocks, or written personal stories that include any lifestyle claim must include the following statement: 

“This is my unique story; for info re: typical results, click here.” 

Or alternatively: “This is my unique story; for info re: typical results search ‘LEADS Referral Network.’” 

A copy of the Income Disclosure Statement should be handed out if speaking about lifestyle claims during in-person meetings. Further, posting a picture or message proclaiming your lifestyle success and tying it to LEADS Referral Network, either by explicitly referring to LEADS Referral Network, or by saying “my company,” “the company,” or when using any implicating hashtags, you must include the above disclaimer. 

In addition, if the income and/or lifestyle claim is geared toward recruiting, the following, more robust disclaimer, must be included: 

“This is my unique story. Actual earnings vary significantly; no income is guaranteed. For info re: typical results, search LEADS Referral Network” [or: click here.”] 

The Income Disclosure Statement is available on the LEADS website at www.leadsreferral.com 

For additional information on use of the disclaimer in social media posts and elsewhere, and on Income Claims generally, refer to Section 11.

6e. No Representations Regarding Governmental Approval: 

Members may not represent that the LEADS memberships or the Program have been approved or endorsed by any governmental or regulatory agency.

 

6f. Performance Reports (Downline Activity): 

LEADS Referral Network will make online Performance Reports available to members for the sole purpose of supporting communication and leadership with their own respective Downlines and the development of their own respective memberships. The Performance Reports will contain names, telephone numbers, addresses, email addresses and select sales performance data for all members in their Downline. members agree to allow their performance information to be included in the Performance Reports provided to their Upline. All Performance Reports and the information contained therein are the Confidential Information of LEADS Referral Network and must be treated as such pursuant to Section 6r. In particular, except as expressly permitted by Section 6r, members must not: 

– directly or indirectly disclose any information contained in any Performance Reports to any third party; 

– use such information to compete with LEADS Referral Network or for any purpose other than supporting communication and leadership with their own respective Downlines and the development of their own respective memberships; 

– encourage or solicit any Customers or members listed in a Performance Report to alter their business relationship with LEADS Referral Network; and 

– directly or indirectly disclose their password to anyone. 

6g. Ethical Marketing: 

Members shall safeguard and promote the good reputation of LEADS Referral Network. Members shall at all times conduct their memberships in a manner that reflects favorably on the LEADS memberships and the good name, goodwill and reputation of LEADS Referral Network. Members shall not engage in deceptive, misleading or unethical conduct or practices that are or might be detrimental to LEADS Referral Network, the LEADS memberships, or the public, including, without limitation, disparagement of LEADS Referral Network or the LEADS memberships (as discussed in more detail below). Members shall comply with all laws, rules, regulations and governmental requirements applicable to the operation of their memberships and performance under this agreement, including the marketing, promotion and sale of the LEADS memberships. In addition, members shall: (i) not publish or use any misleading or deceptive advertising material regarding the LEADS memberships or the Program; (ii) honor the Satisfaction Guarantee with respect to all LEADS memberships; (iii) not make any statements, representations, guarantees or warranties regarding the LEADS memberships or the Program that are inconsistent with those set forth in the member Policies and Procedures agreement and LEADS Marketing Materials (whether with regard to prices, quality, performance, contents, place of origin, or otherwise).

6h. Criticism and Disparaging Remarks: 

LEADS Referral Network strives to provide the best membership experience, compensation plan and service in the industry in support of the business for each and every  member. Accordingly, we value constructive comments and input from members. While LEADS Referral Network welcomes constructive comments and input, destructive criticism and disparaging remarks made via public or private communications by members about LEADS Referral Network or the the LEADS Program serve no purpose other than to undermine the enthusiasm and business development efforts of other LEADS Referral Network members. For this reason, and to set the proper example for their Downlines, members must not criticize or disparage LEADS Referral Network, other LEADS Referral Network members, the LEADS memberships, the Program, or LEADS Referral Network’ members, officers or employees. This includes any criticism or disparaging remarks posted on the Internet or any other public forum, both during the period of the membership and after it is terminated. 

Complaints or concerns regarding LEADS Referral Network or the LEADS memberships should be directed to Melissa Lavigne at melissa@leadreferral.com. Complaints or concerns regarding other members should be directed to Melissa Lavigne at melissa@leadreferral.com. Disputes or disagreements between any member and LEADS Referral Network shall be resolved through the dispute resolution process set forth in the member application and in these Member Policies and Procedures. 

6i. Professional Conduct: 

Members are expected to conduct themselves in a professional manner at all times and not to engage in any activity that could damage the Company’s good reputation or create an environment that inhibits other members from developing their own respective memberships. While it is not possible to provide a comprehensive list of behaviors that fall outside the level of professional conduct and integrity expected of members, members should recognize that the following forms of misconduct may lead to remedial action: 

– sexual harassment; 

– verbal abuse; 

– racial, religious, gender or sexual orientation discrimination, intolerance or abuse; 

– any activity that advocates, promotes or incites hatred, violence or discrimination in any form; 

– unfair criticisms of, or accusations regarding, fellow members or LEADS Referral Network, made without a good faith belief in the truth of the matter stated; 

– fraudulent, misleading or deceptive conduct; and 

– failure to cooperate with an investigation conducted by LEADS Referral Network and/or failure to provide information 

requested by LEADS Referral Network, including but not limited to a valid Social Security Number or Tax ID number. 

Please note that personal differences between team members that do not rise to the level of the above listed misconduct may be handled through coaching and consequences will vary based on the severity of the issue. 

6j. Reporting Policy Violations: 

Members who become aware that another member has violated the member agreement or believe that an employee or representative of LEADS Referral Network has engaged in conduct that violates the professional standards of Section 6k above should promptly notify the LEADS Referral Network President, Melissa Lavigne at melissa@leadsreferral.com or call 818-493-0204 immediately. Details of the incident (such as dates, number of occurrences and persons involved) and any supporting documentation should be included in the report to the extent available. 

All members must adopt, implement and maintain appropriate administrative, technical and physical safeguards to protect against anticipated threats or hazards to the security of Confidential Information and Customer Data. These safeguards must be appropriate to the sensitivity of the information. Appropriate safeguards for electronic and paper records may include, but are not limited to: (i) encrypting data before electronically transmitting it; (ii) storing records in a secure location; and (iii) password-protecting computer files and securely shredding paper files containing Confidential Information or Customer Data after transferring information into the LEADS Referral Network data systems. Without limitation of the preceding sentence or the provisions of Section 6r regarding Confidential Information, members must keep Customer Data and other Confidential Information secure from all persons who do not have legitimate business needs to see or use such information. In the case of Customer Data, such business needs must have been disclosed to the Customer and the Customer must have provided her or his informed consent to them. If members dispose of any paper or electronic record containing Customer Data and other Confidential Information, members shall do so by taking all reasonable steps to destroy the information in a manner that preserves its security, such as by: (i) shredding; (ii) permanently erasing and deleting; or (iii) otherwise modifying the Customer Data and other Confidential Information in those records to make it unreadable, non-reconstructible and indecipherable through any means. Upon request, member will certify to LEADS Referral Network that all forms of the requested Confidential Information and Customer Data have been destroyed and will describe any exceptions. 

6k. Reporting Security Breaches: 

Members must comply with all applicable privacy and data security laws, including any security breach notification laws. Without limitation of the preceding sentence, in the event of an actual or suspected Security Breach affecting Customer Data, the applicable members shall promptly notify the applicable Customers, the LEADS Referral Network President, Melissa Lavigne and, if required by LEADS Referral Network or applicable law, the applicable privacy commissioner or other regulatory body, in writing after becoming aware of such Security Breach. Any such notification shall be made in compliance with the applicable law and shall specify the following: (i) the extent to which Customer Data was or was suspected to be disclosed or compromised; (ii) the circumstances of the Security Breach; (iii) the date or period of time on which it occurred; (iv) a description of the information affected; (v) a description of the steps taken to reduce the risk of harm from the Security Breach; (vi) contact information for a person able to answer questions regarding the Security Breach; (vii) any other information required by the applicable law; and (viii) in the case of a notice to a privacy commissioner or other regulatory body, an assessment of the risk of harm to any affected persons and an estimate of the number of persons affected. members shall promptly comply with all applicable information Security Breach disclosure laws. members, at their expense, shall cooperate with LEADS Referral Network, any applicable privacy commissioner or other regulatory body and the applicable Customers and use their best efforts to mitigate any potential damage caused by a breach of their obligations under the Member Policies and Procedures agreement or any law applicable to Customer Data, including by sending notice to the affected individuals, applicable agencies and consumer reporting agencies, if such notification is required by law or by LEADS Referral Network in its sole discretion.

6L. Account Maintenance: 

Each member is solely responsible for maintaining her or his account with LEADS Referral Network and remitting all payments due in a timely manner. Should a member’s account go into collection, the member will be responsible for (and will indemnify and hold harmless LEADS Referral Network from and against) all costs and fees incurred by LEADS Referral Network in the collection of the amount due. The member agrees to allow LEADS Referral Network to deduct any amount due and any such costs and fees from the member’s account and/or any Commissions, Performance Bonuses or other amounts due to the member. 

6M. Confidential Information, Non-Solicitation and Competitive Businesses: 

LEADS Referral Network’ relationship with its member is a valuable asset to the company. LEADS Referral Network provides extensive support to aid its members in achieving their goals, including access to LEADS Referral Network’ sensitive, confidential and proprietary information. At the same time, LEADS Referral Network seeks to protect this information as well as its goodwill. Therefore, LEADS Referral Network and member agree as follows: 

A member shall not disclose to any third party Confidential Information (as defined in Appendix B). All such Confidential Information is the property of LEADS Referral Network and is not owned by LEADS Referral Network members. A member shall use the same degree of care to protect Confidential Information that she or he uses to protect her or his own sensitive and proprietary information. Both during the term of her or his member agreement and indefinitely thereafter, a member shall: 1) use Confidential Information only for the purposes of performing her or his obligations or exercising rights under her or his respective member agreement, and 2) limit access to Confidential Information to only those persons who have a legitimate need to know such information in the performance of member’s rights and obligations under her or his respective member agreement. Each person who is given access to Confidential Information shall be bound by a confidentiality obligation at least equivalent to the confidentiality obligations of each member under her or his respective member agreement. A member shall be responsible for the acts and omissions of her or his respective employees, contractors and agents with respect to such confidentiality obligations. Notwithstanding the foregoing, a member may disclose Confidential Information to the extent she or he is legally compelled to do so, provided, however, that prior to any such compelled disclosure, the member notifies LEADS Referral Network and fully cooperates with LEADS Referral Network in protecting against or limiting the disclosure of Confidential Information. 

member agrees that she or he will receive significant benefits from LEADS Referral Network including the opportunity to participate in training on the LEADS memberships, access to support systems and other benefits of the LEADS Referral Network network. 

– During the term of her or his member agreement, member will not promote, market or sell the 

memberships, services or programs offered by any competitive business. A business, program or activity is “competitive” if it involves or is related to the sale of networking groups or services by  members,  contractors or distributors through a direct selling or network marketing business. 

– During the term of her or his member agreement, member will not use Confidential Information for mass solicitation of charitable contributions other than those related to the communication of company sponsored programs. When partnering with a charitable organization in connection with a giveaway, donation, sale of or proceeds from the sale of LEADS memberships, member must indicate in the communication that the solicitation of charitable contributions is not promoted or sponsored by LEADS Referral Network. members who sponsor or promote such charitable activities must make it clear that participation is voluntary and may not exert undue influence or pressure on others to participate. 

Activities that would constitute a conflict of interest with member’s obligations under the member agreement are not permitted. During the term of the member agreement, member will not accept work, enter into a contract or accept an obligation inconsistent or incompatible with member’s obligations, or the scope of services to be rendered for Company under this agreement. member warrants that to the best of member’s knowledge there is no other existing contract or duty on member’s part that conflicts with or is inconsistent with this agreement. member agrees to indemnify and hold harmless Company from any and all losses and liabilities incurred or suffered by Company by reason of the alleged breach by member of any services agreement between member and any third party. The determination of whether an obligation is inconsistent or incompatible with member’s obligations under the member agreement shall be made at the reasonable discretion of LEADS Referral Network. 

Members and the Company recognize that because network marketing is conducted through networks of  contractors, and business is commonly conducted via the Internet and telephone, an effort to narrowly limit the geographic scope of the foregoing provisions would render them wholly ineffective. Therefore, members and LEADS Referral Network agree that the provisions of this Section shall apply to the 50 United States.  Member further agrees that the provisions contained in this Section are reasonable and necessary to protect the legitimate interests of LEADS Referral Network and that LEADS Referral Network would not have accepted the member’s member application in the absence of the member’s agreement to these provisions. member agrees that the member’s breach or threatened breach of such provisions would cause LEADS Referral Network irreparable harm and significant injury, the amount of which would be extremely difficult to estimate and ascertain and thus making any remedy at law or in damages inadequate. Each member therefore agrees that LEADS Referral Network shall be entitled, without the necessity of posting a bond or security, to the issuance of injunctive relief by any court or arbitrator of competent jurisdiction as provided in Section 18i, enjoining any breach or threatened breach of the above provisions and for any other relief such court deems appropriate. The rights granted to LEADS Referral Network in this Section are in addition to any other remedy available to LEADS Referral Network at law or in equity. 

6n. Defend Trade Secrets Act: 

Notwithstanding anything in these Policies and Procedures or the member agreement, pursuant to the 2016 Defend Trade Secrets Act, 18 U.S.C. § 1833(b), a member will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of LEADS Referral Network that (a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to the member’s attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If a member files a lawsuit for retaliation for reporting a suspected violation of law, she or he may disclose the trade secret to her or his attorney and use the trade secret information in the court proceeding, but only if the member (I) files any document containing the trade secret under seal, and (II) does not disclose the trade secret, except pursuant to court order. Nothing herein or in the member agreement is intended to conflict with 18 U.S.C. § 1833(b) or create any liability for disclosures of trade secrets that are expressly allowed by such section. Further, subject to the foregoing, nothing in any agreement that a member has with LEADS Referral Network shall prohibit or restrict the member from making any voluntary disclosure of information or documents related to potential violations of law to any governmental agency or legislative body, or any self-regulatory organization without advance notice to LEADS Referral Network. 

SECTION 7: SPONSORING AND TRAINING 

7a. Sponsoring Other members: 

Members may sponsor other persons to become members in any jurisdiction where LEADS Referral Network is authorized to do business. However, members earn Commissions and Performance Bonuses in the Program only based on the sale of the LEADS memberships, not from sponsoring other members. Once the potential members have read and understood the member agreement, they may complete the member application with the Sponsors’ full name and Identification Number. Sponsors of Georgia residents must additionally: (i) provide a Notice of Disclosures Required by Georgia Law to any potential Georgia member who seeks to purchase a membership; and (ii) upon request, provide certain disclosures regarding LEADS Referral Network prior to submitting the member application.  Any member applications completed offline must be sent to LEADS Referral Network within two (2) Business Days from the time it is signed by the new member. 

7b. Responsibilities of Sponsors: 

Sponsors must always present the LEADS memberships and the Program to others in a manner that complies with the member agreement, including the requirements of Section 6 of these Policies and Procedures regarding business ethics and practices. Accordingly, Sponsors must: 

– provide prospective members with a copy of, or access to, the current Policies and Procedures prior to submission of a new member application; 

– ensure that prospective members complete and submit the member application themselves.  The sponsoring member may do so for the prospective member so long as the prospective member completes and signs a hard copy of the member application in advance, is provided access to the Member Policies and Procedures and has the opportunity to review the member application Terms and Conditions before enrolling, in which case the signed member application must be sent to Melissa Lavigne, LEADS Referral Network, melissa@leadsreferral.com. Additionally, the Sponsor must advise the new member to change her or his password as soon as possible and: 

– explain to prospective members that the only required purchase to become a member is a Business Listing.

– educate Downline members about, and answer questions regarding, the Member Policies and Procedures and direct them to the Member Handbook for additional assistance. 

In addition, Sponsors are encouraged, but not required, to: 

– train and communicate to their Downlines to ensure that their Downline members do not make improper product or income claims, engage in illegal or inappropriate conduct or otherwise violate the member agreement; 

– assist, motivate and train their sponsored members by having ongoing contact and communication, which may include the use of newsletters, written correspondence, personal meetings, telephone contact, voice mail, email and training sessions and/or accompanying their sponsored members to LEADS Referral Network training and orientation meetings; and 

– motivate and train their sponsored members regarding LEADS memberships, effective sales techniques, the Compensation Plan and compliance with these Member Policies and Procedures. 

As members progress through the various levels of leadership in the Program, they will become more experienced in sales techniques, as well as more knowledgeable about the LEADS memberships and the Program. Such members may be called upon to share this knowledge with less experienced members. 

Those who sponsor widely but do not help new members develop their memberships meet with limited success. Therefore, all Sponsors have a responsibility to work with the new members they sponsor, helping them learn the business and encouraging them during the critical early months of their memberships. 

7c. Applicant Rights and Responsibilities: 

It is a new member’s responsibility to understand her or his rights and obligations as incorporated into the member agreement. Part of this responsibility includes performing due diligence to understand the Program and choose a Sponsor. For reasons of sponsoring ethics, LEADS Referral Network strongly encourages any new member to enroll in the Program under the Sponsor who introduced such applicant to the Program. Every member, however, ultimately has the right to choose who her or his Sponsor will be. As such, if an individual asks to be registered under another Sponsor prior to submitting the member application, LEADS Referral Network reserves the right to honor such request. 

If two members both claim to be the Sponsor of an applicant, LEADS Referral Network shall regard the first member application received by LEADS Referral Network as the controlling member application and shall designate the member listed as the Sponsor on such member application as the applicant’s Sponsor. 

Resolving disputes between members regarding claims of Sponsorship of another member is extremely difficult, particularly when a Downline organization is implicated. LEADS Referral Network reserves the sole and exclusive right to determine the final disposition of such disputes. Therefore, members WAIVE ANY AND ALL CLAIMS AGAINST LEADS Referral Network, ITS OFFICERS, MEMBERS, OWNERS, EMPLOYEES AND AGENTS THAT RELATE TO OR ARISE FROM LEADS REFERRAL NETWORK’ DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT IS IMPLICATED IN A DISPUTE BETWEEN MEMBERS REGARDING CLAIMS OF SPONSORSHIP. 

7d. Line Switching: 

Each member may have only one Sponsor and no member shall sponsor or attempt to sponsor any person or Business Entity that has already submitted a member applicant or Business Entity Registration Form, as applicable, to LEADS Referral Network or that has had a membership terminated within the preceding six (6) months (or any Business Entity that is controlled by such a person or Business Entity). This practice, known as “Line Switching,” is strictly prohibited, as is any attempt to circumvent the prohibition on Line Switching through the use of pseudonyms or assumed names, a spouse’s or relative’s name, trade names, DBAs or Business Entities. A member is not permitted to encourage, offer or assist any other member to change Sponsors or Uplines. Under no circumstance shall any member offer or provide any financial or other consideration or incentive to another member in exchange for such other member’s agreement to terminate her or his existing membership and re-apply under another Sponsor. Once a member is sponsored, LEADS Referral Network requires that the relationship between the member and her or his Sponsor be maintained and protected. A member wishing to change Sponsors may do so only if she or he: (i) terminates her or his applicable member agreement and membership by written notice to LEADS Referral Network.

SECTION 8: ORDERING PROCEDURES 

8a. Forms of Payment: 

In order to simplify the payment process, facilitate the fulfillment of orders and maintain accurate member account records, LEADS Referral Network requires payment using a major credit card and other forms of accepted payment. See Authorized Country’s website for details surrounding that country’s accepted methods of payment. LEADS Referral Network will not accept personal checks, money orders or cash. 

8e. Shipping Charges: 

Shipping charges will be applied on applicable orders and will be automatically included as part of the “Shopping Cart” order entry process. 

SECTION 9: CANCELLATION OF LISTINGS & REFUNDS

9a.  Cancelled Listings: 

Members understand that once orders have been processed through LEADS Referral Network, they cannot be cancelled. Any member’s results whether viewed as positive or negative at the time are entirely up to the performance of the member. Therefore we have a strict no refunds policy once an order has been placed. 

SECTION 10: USE OF LEADS REFERRAL NETWORK TRADEMARKS

10a. General: 

The LEADS Trademarks and LEADS Content represent LEADS Referral Network’ quality, integrity and service, and are valuable business assets that support a successful LEADS Referral Network  member Business. The LEADS Trademarks, when properly used, lend strength, professionalism, and credibility to memberships. Accordingly, LEADS Referral Network and members have a mutual interest in protecting the integrity of the LEADS Trademarks. For this reason, members must use the Trademarks and LEADS Content only as permitted by Section 11. Any content or trademark visible to the public must be approved LEADS Trademarks and LEADS Content made available by the Company. The LEADS Trademarks and LEADS Content are defined in Appendix B. 

10b. Trademark Ownership: 

LEADS Referral Network is the sole and exclusive owner of all right, title and interest in the LEADS Trademarks and LEADS Content, including all related intellectual property and proprietary rights, subject only to the specific licenses granted to members in Section 11. Except as expressly set forth in this Section, members shall not acquire or claim any rights in any LEADS Trademarks or LEADS Content. No member’s use of any LEADS Trademark or LEADS Content shall give the member any right, title or interest in or to the LEADS Trademark or LEADS Content and all such use and associated goodwill will incur solely to the benefit of LEADS Referral Network. 

10c. License: 

Subject to full compliance with the terms and conditions of the member agreement and this Section 11, LEADS Referral Network grants each member a non-transferable, non-exclusive right during the term of the member agreement to use the LEADS Trademarks solely to promote the LEADS memberships (as outlined in Section 11d) and to indicate that the member is an authorized LEADS Referral Network member. 

Members who wish to use a LEADS Referral Network Logo must use the Logo which is available on the LEADS website. Members are not permitted to change or modify the  member Logo in any way.

 

10d. Restrictions: 

Members are not permitted to: (i) use any trademark or service mark confusingly similar to any LEADS Trademark or LEADS Content; (ii) combine any LEADS Trademark or LEADS Content with any other brand’s tagline, trademark, image, logo or other intellectual property; (iii) remove any LEADS Trademark or LEADS Content from the LEADS memberships, LEADS Marketing Materials or LEADS Business Supplies; (iv) modify any LEADS Trademark or LEADS Content; (v) use or register any domain name that includes any LEADS Trademark, LEADS Content or any mark confusingly similar; (vi) use any LEADS Trademark or LEADS Content in connection with any memberships other than the genuine LEADS memberships; (vii) use any LEADS Trademark or LEADS Content in connection with any other services, businesses or opportunities other than the membership; (viii) register or attempt to register any LEADS Trademark or confusingly similar trademarks in any class of memberships or services anywhere in the world; (ix) use any trade name or business name in connection with their memberships that includes any LEADS Trademark or LEADS Content, LEADS Marketing Materials or LEADS Business Supplies, or otherwise in connection with their memberships. For a list of LEADS Trademarks, refer to Appendix B Glossary. 

SECTION 11: ADVERTISING & USE OF OTHER LEADS CONTENT 

11a. LEADS Marketing Materials and Business Supplies: 

LEADS Referral Network has designed & created approved LEADS Marketing Materials and Business Supplies to be available to members for use in promoting the LEADS memberships and the Program. If members have particular needs for LEADS Marketing Materials or Business Supplies that are not available through from the Company, members may submit suggestions to the LEADS Referral Network President, Melissa Lavigne, melissa@leadsreferral.com.  LEADS Referral Network, however, is under no obligation to provide specially-requested LEADS Marketing Materials or Business Supplies. 

LEADS Referral Network’ specific policies regarding member-created Marketing Materials are as follows: 

Trademark Merchandise: 

members who wish to use items with the LEADS Trademarks, including the LEADS Referral Network logos, may purchase merchandise approved by LEADS Referral Network through the LEADS website. members are not permitted to add LEADS Trademarks to any items or merchandise. Co-branding member team logos with LEADS Trademarks, including the LEADS Referral Network logos, is not permitted. The LEADS Trademarks are defined in Appendix B. 

Branded Assets: members are encouraged to use the Marketing Materials, including socially-shareable assets, images, video, brochures, flyers, and invitations, that LEADS Referral Network makes available on a variety of virtual sites, including but not limited to any LEADS Referral Network Event websites. Because LEADS Referral Network and its  members must comply with direct selling and product- related regulations and intellectual property laws, all which also serve to protect the LEADS Referral Network brand and respect the intellectual property rights of third parties.

Videos: members may use LEADS Referral Network corporate videos to advertise or promote the LEADS memberships and the Program. Corporate videos must be re-posted in their entirety and may not be modified in any way. It is the members’ responsibility to ensure that they are using the most current version of LEADS Referral Network videos. 

If members use the trademarks, trade names, service marks, copyrights, or intellectual property of any third party in any personal video, it is solely their responsibility to ensure that they have received the proper license to use such intellectual property and to pay the appropriate license fee. Member warrants that she or he either owns all the content in the video or is authorized to use any materials that do not belong to her or him, including music that requires licensing. If any demands or legal claims are made against LEADS Referral Network or its officers or employees as a result of a member’s personal video, she or he promises to defend and indemnify LEADS Referral Network and be responsible and assume financial liability for responding to those claims or demands. 

No other videos are approved for member use and, as such, members may not create videos that combine personal material with the LEADS Trademarks or LEADS Content except as provided above. Finally, the videography of guest speakers at LEADS Referral Network corporate events may be prohibited and members must comply with any specific instructions in that regard. For details on video streaming of events, see subsection below entitled “Video Streaming.” 

Video Streaming: Facebook Live and other streaming services are methods members may use to share information about LEADS Referral Network live with their team or prospective Customers and members. members may share content such as their own personal “why,” and information on LEADS memberships or the Program. During a live event, members must include the same disclaimers as required in a video. While this content is streaming live, it is not otherwise subject to the Video Policy, as discussed above. This means members may host live streamed events on public forums. Once the content is saved, however, it is considered a video and is subject to the Video Policy. 

Live video streaming at events sponsored by LEADS Referral Network is subject to restriction and members must obtain permission before live streaming those events. This subsection only pertains to member-led events. 

Audio and Video Recordings: 

Training calls and business presentations may be recorded. If initiated by LEADS Referral Network, LEADS Referral Network will ensure that participants are informed at the beginning of the call that it is being recorded. For any call initiated by members, it is the member’s responsibility to ensure that participants are informed at the start of the call that it is being recorded. It is likewise the responsibility of members that they ensure that any of the material they are recording is compliant and abides by these Policies and Procedures, as well as any Federal, State or local laws. 

Business Presentations: Members may use the Business Presentation materials that LEADS Referral Network has made available, the member Only category of the LEADS website and the LEADS Business Profile  to promote the LEADS memberships and the Program. Corporate business presentations must be re-posted in their entirety and may not be modified in any way. It is the members’ responsibility to ensure that they are using the most current version of LEADS Referral Network business presentations; no other business presentations are approved for member use. 

Training Tools: members are encouraged to use the training tools that LEADS Referral Network has made available, the member Only category of the LEADS website and the LEADS Business Profile  to advertise or promote the LEADS memberships and the Program. Training tools that are not compliant with these Policies and Procedures may be subject to compliance action. 

Third Party Training: Members are responsible for the content of any third party training session that they sponsor for their Downline teams. Any such presentation must be compliant with all aspects of the Policies and Procedures and the trainer and the sponsoring member must both execute the Third Party Training agreement that is available. LEADS Referral Network reserves the right to attend such third party training events to ensure they are compliant and meet the requirements of the Policies and Procedures. members should be warned that there are various third party trainers who purport to specialize in various direct selling matters and have been known to provide non-compliant content. LEADS Referral Network does not maintain a list of third party trainers. 

11b General Advertising Policies: 

Members are expected to engage in responsible, legal and environmentally friendly advertising and marketing activities directed to Customers, potential Customers or potential members. Appropriate locations for distribution of advertising and marketing materials include bulletin boards, message boards and digital message boards located in public places and private businesses. Inappropriate forms of advertising are intrusive and contrary to the high quality/premium nature of the brand, and include but are not limited to, signage on telephone poles and flyers left on car windshields and any practice on a digital network that is outside the terms and conditions of such digital network or platform. 

11c. Selling Via the Internet: 

Members may sell LEADS memberships via their unique affiliate link listed in the membership area on leadsreferral.com. 

11d. Search Engines, Keywords and Meta-Tags: 

LEADS Referral Network endeavors to promote the brand and Company, generate product awareness and elevate the global LEADS Referral Network community on behalf of our  members worldwide through search engine marketing (SEM) and other paid online advertising programs. members agree to cooperate fully with LEADS Referral Network’ effort to boost the search rank of LEADS Referral Network owned sites on search engine results pages (SERPs) in all markets by not competing with the Home Office for branded keyword terms and phrases; including but not limited to “LEADS Referral Network” and “business networking” and more.

Members may not bid on or purchase (or encourage or solicit any third party to bid on or purchase) any LEADS Trademark, LEADS Content, or any term containing any LEADS Trademark or LEADS Content as a meta-tag, keyword, paid search term, sponsored advertisement or sponsored link in both global and local markets. 

11e. Social Networking and Social Media: 

LEADS Referral Network encourages members to join social networking sites, online forums, discussion groups, blogs, and other forms of Internet communication to leverage the power of the LEADS Referral Network brand and to communicate the benefits of the LEADS memberships and the Program. Online social networks may be used to drive traffic to LEADS Business Profile or to the LEADS website. Social networks include but are not limited to such sites as Facebook, Instagram, Pinterest, LinkedIn, Twitter, etc. 

Members may use their social networking profiles to advertise and promote their LEADS Referral Network businesses and the LEADS memberships, and direct traffic to their respective websites or the LEADS website. Profiles a member generates in any social community where LEADS Referral Network, the LEADS memberships or the Program are discussed or mentioned must clearly identify the member as a LEADS Referral Network  member, and when a member participates in those communities, members 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 LEADS Referral Network’ sole discretion and offending members will be subject to disciplinary action. If a link is provided, it must link to the member’s LEADS Business Profile , to a member’s  website that has been approved by LEADS Referral Network pursuant to Section 11l, or to the LEADS website. 

Members may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments members create or leave must be useful, unique, relevant and specific to the blog’s article. 

Members who use social networking sites must also comply with the rules associated with that particular website or network. For example, some sites prohibit users from advertising memberships or promoting financial opportunities. Federal and state agencies have established guidelines and rules for what may and may not be communicated and even a member’s personal experience may not conform to these regulatory guidelines. members who provide testimonials on social networking sites and otherwise on the Internet are responsible for ensuring that their testimonials comply with all applicable laws and regulations. Among other things, members shall not: (i) make any specific income claim or commitment to any amount of income that others may realize as a LEADS Referral Network member; (ii) make any guarantee of success; or (iii)members may describe, in general terms, the positive impact of LEADS Referral Network on their lifestyle or the positive results they have personally experienced from having a LEADS memberships.

In addition to the foregoing general provision, LEADS Referral Network’ specific policies regarding Social Networking and Social Media are as follows: 

Members Are Responsible for Postings: Members are personally responsible for their postings and all other online activity that relates to LEADS Referral Network. Therefore, even if a member does not own or operate a blog or social media site, if a member makes a post that relates to LEADS Referral Network or which can be traced to LEADS Referral Network, the member is responsible for the posting. members are also responsible for postings which occur on any blog or social media site that the member owns, operates or controls. LEADS Referral Network reserves the right to require the removal of noncompliant or infringing posts from any member’s social media pages and may terminate the membership of any member who materially or repeatedly breaches this section 

Identification as a LEADS Referral Network  member: 

Members must disclose their full names on all social media postings, and conspicuously identify themselves as LEADS Referral Network  members. In addition to the foregoing, members may use the LEADS Referral Network  member logo in social networking profiles. Anonymous postings or use of an alias are prohibited. 

Income and Lifestyle Disclaimer for Social Media Posts

When an income or lifestyle claim is made by a member either with an image or a story posted on social media, the following disclaimer must be included in the post. 

“This is my unique story; for info re: typical results, click here.” 

Or “This is my unique story; for info re: typical results search ‘LEADS Referral Network IDS.’” 

Deceptive Postings: 

Postings that are false, misleading or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the LEADS memberships, the Program, and/or member biographical information and/or credentials. 

Use of Third Party Intellectual Property: 

Subject to Section 11d, if members use the trademarks, trade names, service marks, copyrights, or intellectual property of any third party in any posting, it is solely their responsibility to ensure that they have received the proper license to use such intellectual property and pay the appropriate license fee. All third party intellectual property must be properly referenced as the property of the third party, and members must adhere to any restrictions and conditions that the owner of the intellectual property places on the use of its property. A member may be personally liable for any violation of this policy should the owner of the intellectual property bring an action. In addition, it is important not to repost any posts which violate this policy. 

Respecting Privacy: 

Members must respect the privacy of others and be judicious in their postings. members must not engage in gossip or advance rumors about any individual, company or competitive memberships or services. 

Professionalism: 

Members must conduct themselves with professionalism on social networking sites. This requires that members ensure that their postings are truthful and accurate. members should also carefully check their postings for spelling, punctuation and grammatical errors. Social networking sites are not proper forums to publish grievances or take retaliatory action. Report negative posts to Melissa Lavigne melissa@leadsreferral.com. 

Prohibited Postings: 

Members may not make any posting, or link to any posting or other material, that: 

– Is sexually explicit, obscene or pornographic; 

– Is profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise); 

– Is solicitous of any unlawful behavior; 

– Engages in personal attacks on any individual, group, or entity; 

– Is in violation of any intellectual property rights of the Company or any third party; or 

– Is not consistent with the standards set forth in these Policies and Procedures. 

Influencers, Bloggers, Vloggers, and the like: 

If you have a relationship with a social media influencer, blogger, vlogger, or any equivalent, she or he is legally required to identify that relationship and to disclose whether you provided free memberships to them. While it is acceptable to provide free memberships, nothing else of value should be provided to influencers to induce them to provide a favorable review. When providing free LEADS memberships to influencers, bloggers, vloggers, or the like, members must inform them of the following: 

“To be compliant with FTC guidelines, if you choose to review LEADS Referral Network, please clearly and conspicuously state if you received a free membership from an LEADS member. This must appear above or in the body of the communication (e.g. in the Blog or in the Vlog) and not in the comments section of the Blog, Vlog, or other messaging platform.” 

And if you have a relationship with the individual, please also convey to them that they must reveal that they are your [insert: friend, sister, co-worker, etc., as appropriate]. 

Social Networking and Business Profile Page Termination: 

If a member agreement is terminated for any reason, the member must discontinue using the LEADS Referral Network name, all of the LEADS Trademarks, trade names, service marks, other intellectual property and all derivatives of such marks and intellectual property, in any postings and on all social media sites that she or he utilizes. If the member posts on any social media site on which she or he has previously identified herself or himself as a LEADS Referral Network member, she or he must conspicuously disclose that she or he is no longer a LEADS Referral Network  member. 

In the event of a voluntary or involuntary termination of a LEADS Referral Network member agreement, a member is required to remove all references to LEADS Referral Network from social networking profile(s) from public view within ten (10) days of the date of termination. If the member has a specific LEADS Referral Network social networking group presence, she or he is required to remove her or his social networking group from public view within ten (10) days of the date of termination. The name of the social networking group may be transferred to another LEADS Referral Network member, subject to LEADS Referral Network approval. Removal of references to LEADS Referral Network from  websites is subject to the provisions in the  member website application and agreement. 

Sweepstakes, Contests and Giveaways: 

As a business owner, a member may choose to run a sweepstakes, contest or promotion. While such sales tools are not illegal, it is important to understand that they are regulated by law, and the regulations differ by state. Raffles, on the other hand, are not a suitable mechanism for providing incentives. Prizes over a certain dollar amount may implicate IRS reporting requirements. We strongly recommend that any member who wishes to run a sweepstakes, contest or promotion in conjunction with their LEADS Referral Network business speak with a lawyer and/or consult the IRS website to ensure that it adheres to the relevant local laws and IRS reporting requirements. It is very important to ensure that all sweepstakes, contests or promotions are legally conducted. In all cases, a member must indicate that the sweepstakes, contest or promotion is not sponsored or approved by LEADS Referral Network. 

11f.  Websites: 

Members are encouraged to promote LEADS Referral Network on their own websites using the banners and links provided in the affiliate program.

11g. Uninvited Solicitation: 

A member may not use or transmit unsolicited faxes, mass email distribution, unsolicited bulk email, unsolicited messaging or engage in “spamming” in connection with the advertising, promotion or sale of the LEADS memberships or the Program, or the operation of their respective memberships. The terms “unsolicited faxes” and “unsolicited bulk email” mean the transmission via telephone, facsimile or bulk electronic mail (i.e., similar message emailed to numerous recipients), respectively, of any material or information to any person on an unsolicited basis. The exceptions to this prohibition are faxes and email to: (i) any person who gave the member prior consent to send such fax or email; or (ii) any person with whom the member has an established business or personal relationship, as defined in Section 6o. Any email sent by or for a member advertising or promoting the LEADS memberships, the Program or the member’s membership must comply with requirements applicable to commercial emailers found in the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM”) and the related FTC regulations, and any other applicable laws and regulations. 

Without limitation of the preceding paragraph, any electronic messages sent by email, social networking sites or other means by a member advertising or promoting the LEADS memberships, the Program or the member’s membership must meet all of the following requirements: 

– the email must clearly identify the member as the sender of the email and as a LEADS Referral Networkmember; 

– there must be a functioning return email address to the sender; 

– there must be a notice in the email that advises the recipient that she or he may reply to the email via the functioning return email address to request that future email solicitations or correspondence not be sent to her or him (a functioning “opt-out” notice); 

– the email must include the member’s physical mailing address; 

– the email must clearly and conspicuously disclose that the message is an advertisement or solicitation; 

– the use of deceptive subject lines and/or false header information is prohibited; and 

– all “opt-out” requests, whether received electronically or otherwise, must be promptly honored. 

It is understood that members may send individual messages via email or social networking sites to persons they do not know but who are in the wider network of people they do know. Members are required to use their best judgment to respect the privacy and other interests of such persons and to follow all of the foregoing rules regarding the transmission of electronic messages. 

LEADS Referral Network may periodically send commercial emails on behalf of members and members agree that LEADS Referral Network may send such emails and that the members’ physical and email addresses may be included in such emails as outlined above. 

11h. Domain Names and Email Addresses: 

Members may not use or register any domain name or email address that consists of or contains any LEADS Trademark (see list set out in Appendix B), LEADS Content, or any mark confusingly similar, except that members may use a domain name or email address that is provided by LEADS Referral Network in connection with their respective LEADS Business Profile, as set out in Section 11j. Domain names used in connection with any LEADS Business Profile must be in good taste and exhibit no vulgarity. LEADS Referral Network reserves the right to prohibit the use of domain names deemed inappropriate by LEADS Referral Network in its sole discretion. 

11i. Newsletters: 

Member-created newsletters may be used for providing members of a member’s Downline with information on meetings, functions and events, for purposes of encouragement, motivation and recognition. Members may only send newsletters to those within their Downline Report, which is available via LEADS. See LEADS FAQs set out in the Business Development Library. A member may use LEADS Trademarks or LEADS Content that LEADS Referral Network provides for such purposes in newsletters that they distribute to her or his Downlines. In addition to the foregoing, newsletters must comply with the following: 

– the newsletter must clearly identify the member as the publisher of the newsletter, must identify the member as a LEADS Referral Network  member, and must include the LEADS Referral Network  member logo; 

– the newsletters must include the Income Disclaimer and the Product Disclaimer where appropriate (the Income Disclaimer and the Product Disclaimer are defined in Appendix B.); 

– the newsletter must not reference earnings based on recruiting or sponsorship activities; 

– the newsletter must not be used to sell, advertise or promote any product, service or program other than the LEADS memberships or the Program; 

– the newsletter may contain articles and other LEADS Content taken from the LEADS website or other downloadable LEADS Content that LEADS Referral Network makes available for such purposes, provided that: (i) the LEADS Content is reproduced exactly as it originally appeared in the LEADS Marketing Materials without any modification; (ii) LEADS Referral Network or the applicable individual author is credited as the author of the LEADS Content; and (iii) all copyright, trademark and other proprietary notices are reproduced with the LEADS Content as they originally appeared; 

– newsletters must comply with other sections of the Policies and Procedures, including to but not limited to, Section 11d, Section 11k, Section 11l and Section 11m; and 

– all “opt-out” requests for newsletters, whether received electronically or otherwise, must be promptly honored. 

Each member represents and warrants that any material or content that appears in her or his newsletters (other than material or content provided by LEADS Referral Network) does not and will not infringe or misappropriate any patent, copyright, trademark, trade secret, publicity, privacy or other rights of any third person and is not and will not be hateful, discriminatory or vulgar. 

11j. Directory Listings and Advertising: 

Telephone and Online directories: A member who wishes to appear in a telephone directory, online or otherwise, or other similar directory must list her or his name alphabetically according to her or his surname or, if the member is a Business Entity, the trade name, business name or DBA of the Business Entity. If the directory permits, the member’s name may be followed by the words “LEADS Referral Network member” and the member’s address and telephone number. A member is permitted to advertise her or his membership through telephone directory display ads provided she or he only uses approved LEADS Trademarks. 

Toll-Free Numbers: 

A member may use and advertise toll-free telephone numbers in connection with her or his membership, which must be listed in accordance with the guidelines above. A member may not state or imply that her or his toll-free number is a LEADS Referral Network number or is linked to any LEADS Referral Network location. In addition, any use of a toll-free number in connection with infomercials or any other television programs is prohibited. members may not use or register any toll-free number that consists of or contains any LEADS Trademark (see list set out in Appendix B), LEADS Content, or any mark confusingly similar. 

Answering the Phone: 

A member may not answer (or have any phone answering service or device answer) the telephone by saying “LEADS Referral Network,” or in any manner that would lead the caller to believe that she or he has reached LEADS Referral Network or a LEADS Referral Network office. A member is permitted to state that she or he is a member of LEADS Referral Network. 

Telemarketing Techniques: 

The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices. Both federal agencies (as well as a number of states) have “do not call” regulations as part of their telemarketing laws. Although LEADS Referral Network does not consider members to be “telemarketers” in the traditional sense of the word, these government regulations broadly define the term “telemarketer” and “telemarketing” so that a member’s inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause her or him to violate the law. These regulations must not be taken lightly, as they carry significant penalties. 

Therefore, members must not engage in telemarketing in the operation of their LEADS Referral Network memberships. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of the LEADS memberships or to discuss the Program. “Cold calls” made to prospective Customers or members that promote the LEADS memberships or the Program constitute telemarketing and are prohibited. Members shall not place or initiate any automated, outbound telephone call to any person that delivers any pre-recorded message (a “robocall”) regarding or relating to the LEADS memberships or the Program. However, a telephone call(s) placed to a prospective Customer or member (a “prospect”) is permissible under the following situations: 

– The member has an established business relationship (or other relationship) with the prospect such that the prospect would reasonably expect to receive such a call. For example, if the prospect had recently signed up for a membership from the member prior to the date of the telephone call to induce the prospect’s purchase of memberships; 

– The member receives the prospect’s personal inquiry regarding the LEADS memberships or the Program within the three (3) months immediately preceding the date of such a call; 

– The member receives written and signed permission from the prospect authorizing the member to call. The authorization must specify the telephone number(s) that the member is authorized to call; or 

– members may call family members, personal friends and acquaintances. An “acquaintance” is someone with whom the individual has had at least a first-hand relationship within the preceding three (3) months. The acquaintance exemption may not apply, however, if a member makes a habit of “card collecting” with everyone she/he meets and subsequently calls them, as the FTC may consider this a form of telemarketing. Therefore if a member engages in calling acquaintances, she/he must do so only on an occasional basis. 

11k. Personal Videos, Photographs and Recordings: 

If any personal photograph, video, audio tape or other recording of LEADS Referral Network events, LEADS Referral Network employees is posted on the Internet (on any social media site or otherwise), LEADS Referral Network reserves the right at its discretion to require such personal video, audio tape or other recording to be immediately removed and not otherwise displayed. Any such personal photograph, video, audio tape or other recording must be of high quality and, in the sole discretion of LEADS Referral Network, must not portray LEADS Referral Network employees in a negative light or in a way that may embarrass or damage the reputation of LEADS Referral Network or the individuals appearing in the photograph, video, audio tape or recording. Members may distribute, reproduce or post on the Internet videos, photographs or recordings that are made available by LEADS Referral Network Corporate for use by members. It is the responsibility of members to ensure any of the material they are sharing is compliant and abides by these Policies and Procedures in particular Section 11e. 

11l. Reporting Online Policy Violations: 

LEADS Referral Network encourages all members to participate in social networking as outlined in these policies. It is the responsibility of all members to work together to promote LEADS Referral Network in an appropriate manner to maintain brand integrity. If a member suspects a policy violation, please report as much information as possible, including detailed descriptions and screenshots, to melissa@leadsreferral.com. 

SECTION 12: COMPENSATION 

12a. General: 

The Compensation Plan is attached as Appendix A to these Policies and Procedures and is incorporated into and made a part of these Policies and Procedures. The Compensation Plan identifies the earning opportunities available to members and sets forth the sales and organizational requirements necessary to earn Commissions and Performance Bonuses. The Compensation Plan is built upon sales of the LEADS memberships to Customers. Members who meet minimum Sales Volume requirements are eligible to earn Commissions and Performance Bonuses as described in this Section and in the Compensation Plan. 

12b. Paypal Account: 

MEMBERS WAIVE ANY AND ALL CLAIMS AGAINST LEADS REFERRAL NETWORK, THE PAYMENT PROCESSOR AND THEIR OFFICERS, MEMBERS, OWNERS, MEMBERS, EMPLOYEES, AND AGENTS IN THE EVENT THAT LEADS REFERRAL NETWORK AND/OR ITS PAYMENT PROCESSOR MAKE AN ERROR THAT RESULTS IN AN UNDERPAYMENT OR OVERPAYMENT TO A MEMBER, AND EACH MEMBER AUTHORIZES LEADS REFERRAL NETWORK, THROUGH THE PAYMENT PROCESSOR, TO DEBIT OR CREDIT HER OR HIS ACCOUNT AS NECESSARY TO CORRECT ERRORS. 

12c. Commission Period: 

A Commission Period under the Compensation Plan is equivalent to a calendar month. Orders received on the last day of a Commission Period via the LEADS website by 11:59 p.m. Pacific Time will be included for that Commission Period’s Commission and Performance Bonus period calculation. All orders received after the cut-off date will be included in the Commission and Performance Bonus calculation for the following Commission Period. With respect to a Commission Period, Commission payments will be issued to members no later than the 15th day following the close of that Commission Period, unless otherwise notified by LEADS Referral Network.

 

12d. Return Adjustments – Impact on Qualifications, Commissions, Performance Bonuses and Incentive Program Rewards: 

When a Product is returned to LEADS Referral Network for a refund or funds are returned to a member or Customer due to a credit card chargeback, the qualifications, Commissions, Performance Bonuses, and Incentive Program Rewards attributable to the returned Product(s), funds, or volumes will be deducted from the member’s current and future qualifications, Commissions and Performance Bonuses. These deductions will be made in the month in which the refund was given and will continue every Commission Period thereafter until the Commissions and Performance Bonuses are recovered from the member who received the Commissions and Performance Bonus on the sale of the returned Product or disputed charge. In the event any member terminates her or his membership and the amounts of the Commissions and Performance Bonuses attributable to the returned Product(s) or returned funds have not yet been fully recovered by LEADS Referral Network, the remainder of the outstanding balance may be set off against any earnings amounts owed to the terminated member. LEADS Referral Network reserves the right to review and terminate any account for consistently excessive or improper return activity associated with non-defective merchandise. For additional information on adjustments for returned memberships refer to Appendix A, Section 11. 

12e. Payment for Month of Promotion: 

An Executive member or above is paid at the level of the highest Title for which she or he satisfies the qualification requirements during the current Commission Period. If she or he does not satisfy the qualification requirements for that Recognition Title during the current Commission Period, she or he will be paid at the level of the highest Paid-As Title for which she or he qualifies. 

12f. Accrual of Commission or Performance Bonus Payments: 

A member must earn at least $20 in Commissions and/or Performance Bonuses before she or he will receive payment to her or his LEADS Referral membership sales. If the $20 threshold is not met, a member will not receive payment to her or his Paypal Account, including upon the member’s termination. Commissions and/or Performance Bonuses earned that do not meet this $20 threshold will be accrued and paid in a later Commission Period when the member’s combined earnings are $20 or more. 

12g. Cancellation of Inactive LEADS Referral membership and Unclaimed Commissions, Performance Bonuses and Credits: 

After three consecutive months of inactivity in a member’s account which has a positive balance (example: no new deposits to the account via the Commission Plan or no transfers out of the account for membership fees), the account may be subject to cancellation.

MEMBERS WAIVE ALL CLAIMS AGAINST LEADS REFERRAL NETWORK, THE PAYMENT PROCESSOR AND THEIR OFFICERS, MEMBERS, MEMBERS, OWNERS, EMPLOYEES, AND AGENTS RELATING TO THE CLOSURE OF A MEMBER’S ACCOUNT OR WITHDRAWAL OF FUNDS, EVEN IF THE LIKELIHOOD OF SUCH DAMAGES OR LOSSES ARE MADE KNOWN TO LEADS Referral Network AND/OR THE PAYMENT PROCESSOR PRIOR TO THE TIME OF THE CANCELLATION OR WITHDRAWAL. 

12h. Special Hiatus: 

LEADS Referral Network understands that from time to time special circumstances, such as medical conditions, family needs or military deployments of members, arise that may require a member to focus her or his full attention on these situations. If that becomes the case, the member may contact LEADS Referral Network to request a medical, family or military hiatus and discuss the special circumstances with LEADS Referral Network. The member will be required to supply supporting documentation at LEADS Referral Network’ request prior to the commencement of the hiatus. If such a situation exists and LEADS Referral Network approves the member’s request, the member will be placed on hiatus for up to four (4) months. In the case of a military deployment, a member will be placed on hiatus for up to four (4) months or the length of the deployment, whichever is longer. 

During this time, the member will receive Commissions on their Downline without having to meet requirement of the Compensation Plan All other qualifications for title and level must be maintained. No Title promotions may occur while the member is on hiatus; however, when the hiatus terminates naturally at the end of four (4) months, or in the case of a military hiatus at the end of four (4) months or the length of the deployment, whichever is longer, any new members that promoted during the member’s hiatus will remain in her or his Personal Team and the member will promote at that time. Should the member elect to terminate her or his hiatus early, she or he would promote at the close of the Commission Period for the month ending the hiatus, provided that the member has met requirements.

SECTION 13: TRANSFER OF MEMBERSHIPS 

13a. Sale or Transfer of a membership: 

A member may not sell, assign or otherwise transfer her or his membership without the prior written approval of LEADS Referral Network. Please note LEADS Referral Network will not approve a request for the sale or transfer of a membership if the intention, whether express or implied, is to achieve Line Switching. To prevent a violation of the Line Switching policy, a member who wishes to sell or transfer her or his membership must: (i) have been an Active member for at least six (6) months prior to the sale or transfer request; (ii) wait six (6) months before re-enrolling under a different Sponsor; and (iii) have a Downline that consists of annualized earnings of at least $2500. For additional information regarding Line Switching, refer to Section 7d. 

If the above-referenced criteria have been met, a member wishing to sell or transfer her or his membership (“Seller”) must first give notice of her or his intention to sell or transfer the membership to the immediate Upline member in writing. It is encouraged, but not required, that the Seller offers the first right of refusal to the immediate Upline member. If the Upline member and the Seller finalize a mutually acceptable sale / transfer arrangement, the Seller’s Downline will compress (Roll Up) into the Upline member’s existing Downline. If the immediate Upline member and the Seller cannot finalize a mutually acceptable sale / transfer arrangement, the Seller may then offer to sell/transfer the membership to other parties. 

If the membership is sold or transferred to an existing LEADS Referral Network member who is not the Seller’s immediate Upline member, the buying member must leave behind her or his existing Downline and assume the Seller’s position. The buying member’s existing Downline will then compress (Roll Up) to the buying member’s immediate Upline member. 

A member may not transfer or sell her or his membership to a spouse, relative, or household member while working with a competing business networking company. Further, LEADS Referral Network has the right to deny any transfer or sale if there is reasonable belief that member is attempting to work both businesses concurrently. 

13b. Divorce/Separation: 

Spouses and common law married couples must operate as a single membership, whether as individual proprietors or through a Business Entity. At such time as a marriage may end in divorce or separation, arrangements must be made to ensure that the membership, other members in the applicable Upline and LEADS Referral Network are not adversely affected. If LEADS Referral Network determines in its sole discretion that a divorce or separation of members will adversely affect the membership, other members or LEADS Referral Network, LEADS Referral Network may terminate the member agreement. 

Upon a divorce or separation, spouses or common law married couples must do one of the following: 

– One of the members agrees in writing to: (i) terminate the member agreement as it applies to her or him; 

(ii) relinquish her or his interest in the membership; and (iii) authorize LEADS Referral Network to pay all Commissions and Performance Bonuses to, and otherwise deal directly and solely with, the non-relinquishing spouse / partner (in which case the terminating member may re-enroll as a member under a new Sponsor without completing the six (6) month period pursuant to Section 7d); or 

– Notwithstanding the divorce or separation, the spouses or common law married couple agree to continue to operate the membership jointly on a “business-as-usual” basis, in which case LEADS Referral Network will continue to pay all Commissions and Performance Bonuses and otherwise deal with the spouses and common law married couple in the same manner as it did prior to the divorce or separation. 

Under no circumstances will the Downline of any membership of divorcing or separating spouses or common law married couples be divided. Similarly, under no circumstances will LEADS Referral Network split Commission or Performance Bonus payments between divorcing or separating spouses or common law married couples. 

13c. Marriage of members: 

13d. Business Entity Change of Beneficial Ownership: 

In the event that a Business Entity that is a member undergoes a Change of Beneficial Ownership, arrangements must be made to ensure that the membership, other members in the applicable Upline and LEADS Referral Network are not adversely affected. 

A “Change of Beneficial Ownership” means, with respect to any membership that is operated as a Business Entity, the sale, transfer or acquisition of any ownership interest in the Business Entity by any person or entity or group of persons or entities who are not listed on the original Business Entity Registration Form or any subsequent amendment to the Business Entity Registration Form, that is on file with the Company. If LEADS Referral Network determines in its sole discretion that such a Change of Beneficial Ownership will adversely affect the membership, other members, or LEADS Referral Network, LEADS Referral Network may terminate the Business Entity’s member agreement. 

Upon any Change of Beneficial Ownership, the Business Entity and each Beneficial Owner must continue to meet each of the requirements set forth in Section 5j. If a Business Entity that is a member is not the surviving Business Entity upon any Change of Beneficial Owner, the new Business Entity must submit a new member application and Business Entity Registration Form to become a member. 

13e. Death and Incapacity: 

Upon the death of a member, the member’s interest in her or his member agreement may be transferred only by will, trust or other testamentary instrument to the member’s heir, trustee or other beneficiary (each of such persons referred to herein as a “Transferee”), subject to the conditions and requirements of this Section and applicable law. 

In addition, a Transferee shall have the right to assume the deceased member’s rights and obligations under the applicable member agreement, including the right to collect Commissions and Performance Bonuses generated by such member’s Downline, subject to the conditions and requirements of this Section and applicable law. However, a Transferee may not assume a member’s rights and obligations under an applicable member agreement if LEADS Referral Network determines, in its sole discretion, that the membership, other members in the applicable Upline, or LEADS Referral Network will be adversely affected by reason of such assumption. 

Appropriate legal documentation must be submitted to LEADS Referral Network in connection with any transfer under this Section. Please note that should a member die without a will or other testamentary instrument designating the transferee of the member’s interest in her or his member agreement, the membership will be automatically terminated and heirs of the deceased member will not have any rights under that member’s member agreement. Accordingly, each member should seek the assistance of her or his attorney to assist in the preparation of a will, trust or other testamentary instrument that will properly transfer the member’s interest in her or his member agreement. 

To effect a testamentary transfer of a member’s interest in her or his member agreement upon the death of such member, the Transferee must provide the following to LEADS Referral Network: 

– a court order appointing the executor or trustee of the estate or letters testamentary letters or other  instruments appointing the executor or trustee of the estate; and 

– written instructions from the executor or trustee of the estate specifically directing on the disposition of the member’s applicable interest in the member agreement. A general bequeath of all of the member’s property to the transferee is not sufficient to satisfy this requirement. 

Pending receipt of such documentation, the member’s heirs may request that the applicable membership be placed on hiatus. Please consult Section 12h to learn more about special hiatus requests. The 4-month hiatus limitation in Section 12h does not apply to hiatus requests made pursuant to this Section 13e. 

In addition, when a Transferee assumes a member’s rights and obligations under an applicable member agreement with LEADS Referral Network’s approval, the Transferee will, in addition to acquiring the right to collect Commissions and Performance Bonuses generated by the deceased member’s Downline, otherwise assume all the rights and obligations of the deceased member under the member agreement, provided the following requirements are met. The Transferee must: 

– submit a new member application or Business Entity Registration Form, as applicable, and otherwise meet all the eligibility requirements to become a member; 

– comply with the terms and provisions of the member agreement; and 

– meet all the qualifications for the deceased member’s level and title. 

In the case of a Transferee that is a trust, these requirements may be satisfied by the trustee on behalf of the beneficiaries who would not otherwise meet the eligibility and qualification requirements to become a member. In the event that the member wishes to appoint a trustee on behalf of her or his minor child(ren), the trust may stay in effect only until the oldest child becomes 18 and is otherwise eligible to assume the membership. 

A membership is reliant on the leadership ability of the individual member; therefore if a member’s interest in a member agreement is bequeathed to joint devisees who desire to assume the member’s rights and obligations under such Consulting agreement, they must form a Business Entity, identifying the person responsible for the entity’s operation and submit a properly completed and signed Business Entity Registration Form and otherwise comply with all of the requirements for a Business Entity that is a membership, as set forth in these Policies and Procedures. LEADS Referral Network will issue all Commission and Performance Bonus payments and one IRS Form 1099 to the new Business Entity. 

Upon the incapacity of a member, the member’s agent, attorney-in-fact, or legal representative (each of such persons referred to herein as an “Agent”) may act on behalf of such member under an applicable member agreement, subject to the conditions and requirements of this Section and applicable law. However, an Agent may not act on behalf of a member under the applicable member agreement if LEADS Referral Network determines, in its sole discretion, that the membership, other members in the applicable Upline, or LEADS Referral Network will be adversely affected by reason of such action; provided, however, that LEADS Referral Network’s exercise of such discretion shall be subject to any limitations under applicable law. Alternatively, an Agent may request that the applicable membership be placed on hiatus. Please consult Section 12h to learn more about special hiatus requests. The 4-month hiatus limitation in Section 12h does not apply to hiatus requests made pursuant to this Section 14e. 

Appropriate legal documentation must be submitted to LEADS Referral Network in connection with any action by an Agent under this Section. Accordingly, each member should consult her or his attorney to assist in the preparation of a power of attorney or other legal instrument that will authorize an Agent to act on behalf of such member under her or his member agreement. In order for an Agent to act on behalf of an incapacitated member, the Agent must provide the following to LEADS Referral Network: 

– the power of attorney or other legal instrument authorizing the Agent to act on behalf of the member under her or his member agreement, in a form acceptable to LEADS Referral Network; and – such other documents as LEADS Referral Network may require in its sole discretion, including, without limitation, an affidavit from the Agent stating that the power of attorney or other legal instrument remains effective at the time it is presented to LEADS Referral Network and/or an indemnification agreement from the Agent.

 

13f. All Other Transfers by members Prohibited: 

Except as expressly permitted by this Section 13 with LEADS Referral Network’ prior written approval, members shall not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, the member agreement, their memberships, or any rights or obligations under the member agreement. Any purported assignment of the member agreement, including for the sale, transfer, delegation or other disposition of the membership, except as permitted herein, will be null and void. 

SECTION 14: TERMINATION AND SUSPENSION 

14a. Voluntary Termination: 

A member has the right to terminate her or his membership and the member agreement at any time regardless of the reason. Members who voluntarily terminate must complete the termination process on the LEADS website. Alternatively, a properly completed and signed Termination Notice Form may be submitted to the Sales Support Department and will be effective when received and processed by LEADS Referral Network. (Please allow seven to ten (7-10) Business Days for processing once the termination request has been received.) A member may also voluntarily terminate the membership and member agreement by electing not to renew as described in Section 5l, or by selling or transferring the membership as described in Section 14. 

A member who terminates her or his member agreement on a voluntary basis shall have the right to seek reinstatement to the LEADS Referral Network Program pursuant to the provisions of Section 14d of these Policies and Procedures. 

14b. Involuntary Termination: 

In addition to the imposition of any remedial action described in Section 16, LEADS Referral Network reserves the right to terminate the member agreement and the membership of any member who, in the judgment of LEADS Referral Network, failed to provide required information including, but not limited to, Social Security Number or Federal Tax Identification Number, has violated the terms of the member agreement including, but not limited to, the provisions of the member application and these Policies and Procedures, or for acts or omissions which LEADS Referral Network reasonably deems to be harmful to the interests of other members, to Customers or to LEADS Referral Network. Involuntary termination shall be effective upon LEADS Referral Network’ notice to member. 

A member who has her or his member agreement terminated on an involuntary basis may seek reinstatement to the LEADS Referral Network Program by submitting a formal written request after the one (1) year anniversary of the termination date. LEADS Referral Network, however, reserves the right to reject any such request in its sole discretion. If LEADS Referral Network accepts the reinstatement request, the member must complete a new member agreement and purchase a new Business Portfolio. A reinstated member will have no access or rights to any Downline organization that may have existed under her or his prior member agreement. 

14c. Effect of Termination: 

Upon any expiration or termination of a member agreement, the former member shall have no right, title, claim or interest to the membership or Downline that she or he operated, or to the opportunity to receive any Commissions or Performance Bonuses from future sales generated by the membership or Downline. A member whose member agreement is terminated will lose all rights to participate in or benefit from the Program. This includes the right to sell the LEADS memberships, act as a Sponsor, use any LEADS Trademarks or other LEADS Content for any purpose, and the right to receive future Commissions and Performance Bonuses or other income resulting from sales and other activities of the member’s former Downline. In the event of termination, all licenses granted to the member hereunder, if any, shall automatically terminate, and the terminated member agrees to waive all rights, if any, she or he may have, including but not limited to, property rights, if any, to her or his former Downline and any Commissions, Performance Bonuses, Incentive Program Rewards or other amounts derived from the future sales and other activities of such Downline. 

Former members shall not hold themselves out as members and shall not have the right to sell the LEADS memberships, sponsor other members or otherwise participate in the Program. Members whose memberships are terminated shall receive Commissions and Performance Bonuses for the last full Commission Periods in which they were active and qualified prior to termination (less any amounts withheld during any suspension preceding an involuntary termination, any outstanding balance that may exist on the members’ accounts, or any other amounts that may be owed to LEADS Referral Network). Incentive Program Rewards are only eligible to those members who hold an active member agreement. For information regarding inactive Accounts and unclaimed commissions, performance bonuses and credits, refer to Section 12g. LEADS Referral Network will not be liable to any member for damages of any kind solely as a result of terminating a membership or member agreement in accordance with the terms set forth herein, and termination of the member agreement will be without prejudice to any other right or remedy of LEADS Referral Network under the member agreement or applicable law. 

Upon any expiration or termination of the member agreement, the following sections of these Policies and Procedures shall survive and continue: Sections 2, 3b, 5j (with respect to Beneficial Owners’ obligations related to their respective Business Entities), 6g (with respect to the confidentiality of Performance Reports (Downline Activity)), 6j, 6k, 6m, 6n (with respect to each of 6m and 6n, any Confidential Information or Customer Data retained by members after termination), 6p, 6q, 6r, 11a, 11d, 11h, 12c, 13, 14g, 15c, 16 and 17. 

14d. Re-Enrollment: 

A member who has voluntarily terminated, either through resignation, non-renewal, or through sale or transfer of the membership may re-enroll as a member by purchasing a business listing and.  Please contact Melissa Lavigne at 818-493-0204 for instructions on how to re-enroll. Please note: the member’s Downline organization will remain with the Upline member, which is where it was placed when the member voluntarily terminated. 

14e. Cessation of Business: 

LEADS Referral Network expressly reserves the right to terminate all member agreements upon thirty (30) days written notice (or upon such shorter notice as required by unforeseen circumstances) in the event it elects to: (i) cease business operations; (ii) dissolve as a business entity; or (iii) terminate distribution of its memberships via direct selling. 

SECTION 15: REMEDIAL ACTIONS, GRIEVANCES, AND COMPLAINTS 

15a. Remedial Actions: 

A violation of the member agreement by a member, or her or his employees,  contractors or agents, including but not limited to failure to adhere to these Policies and Procedures, a violation of any common law duty, such as any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission that, in the sole discretion of LEADS Referral Network, may damage its reputation or goodwill, may be considered a breach of the member’s agreement with LEADS Referral Network. In the event of such a violation, LEADS Referral Network may, in its sole discretion, elect to provide the member with a warning and/or an opportunity to cure the breach. Measures LEADS Referral Network may take could include one or more of the following: 

– a coaching email or telephone call; 

– issuance of a written warning letter or admonition to the offending member; 

– requiring the offending member to take immediate corrective measures; 

– the withholding of all or part of the offending member’s Commissions or Performance Bonuses or eligibility for Incentive Program Rewards during the period that LEADS Referral Network is investigating any conduct allegedly in violation of the member agreement or as a result of LEADS Referral Network’ determination that such withholding is required in light of the circumstances. If the member’s business is ultimately terminated, the member will not be entitled to recover any Commissions, Performance Bonuses or Incentive Program Rewards withheld during the investigation period; 

– suspension of the offender’s member agreement, including suspension of payment of Commissions or 

Performance Bonuses or entitlement to Incentive Program Rewards for one or more Commission Periods; 

– involuntary termination of the offender’s member agreement; 

– any other measure expressly allowed within any provisions of the member agreement or which LEADS Referral Network deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the offending member’s policy violation or contractual breach; and 

– in situations deemed appropriate by LEADS Referral Network, the Company may institute legal proceedings for monetary 

and/or equitable relief. 

15b. Grievances and Complaints: 

When a member has a grievance or complaint with another member regarding any practices or conduct in relationship to her or his membership, the complaining member should first report the problem to her or his Sponsor. If the matter cannot be resolved, it may be reported in writing to Melissa Lavigne at 818-493-0204.  If a member has a complaint of harassment or other inappropriate conduct on the part of an employee or representative of LEADS Referral Network, the member may file a report with Melissa Lavigne without first reporting the issue to her or his Sponsor. LEADS Referral Network will review the facts and may attempt to assist the member to resolve the issue. 

If the issue is such that a member feels threatened with serious bodily harm or believes she or he is the victim of financial fraud or other criminal activity, then the member should contact law enforcement authorities and file a police report. 

SECTION 16: WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION 

16a. Warranty; Disclaimer: 

LEADS Referral Network warrants to members that the LEADS business profile pages and affiliate program tracking shall be free from material defects. LEADS Referral Network’ sole obligation to members, and members’ sole and exclusive remedy, for breach of this warranty shall be to create a new business profile or refund money paid by the member as described in Section 10. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEADS REFERRAL NETWORK HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE LEADS MEMBERSHIPS, THE PROGRAM, LEADS MARKETING MATERIALS, LEADS BUSINESS SUPPLIES, AND ANY OTHER SUBJECT MATTER OF THE MEMBER AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY OR COMPLETENESS OF CONTENT, RESULTS, LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, AND CORRESPONDENCE TO DESCRIPTION. 

16b. Limitation of Liability: 

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR ANY FAILURE OF ESSENTIAL PURPOSE, IN NO EVENT SHALL A MEMBER OR LEADS REFERRAL NETWORK (INCLUDING ANY OF ITS RELATED PARTIES (AS DEFINED IN SECTION 18i)) BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THE member AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING BUT NOT LIMITED TO THE LEADS MEMBERSHIPS, THE PROGRAM, LEADS MARKETING MATERIALS OR LEADS BUSINESS SUPPLIES), WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE MEMBER OR LEADS REFERRAL NETWORK (OR ANY OF ITS RELATED PARTIES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

16c. Indemnification: 

Each member agrees to indemnify, defend and hold harmless LEADS Referral Network (together with its Related Parties as defined in Section 18i), its agents, other members, stockholders, members, employees, members, officers and attorneys (collectively “Indemnified Parties”) from and against any and all losses or liabilities (including attorney’s fees) they may suffer or incur as a result of such member’s breach or alleged breach of the member agreement, including, without limitation, any terms or conditions of these Policies and Procedures. Without limitation of the foregoing, each member shall specifically indemnify the Related Parties against any losses or liabilities they may suffer or incur as a result of such member being deemed an employee, agent or holding any status other than an  contractor and such member’s tax liabilities. 

SECTION 17: MISCELLANEOUS; DISPUTE RESOLUTION 

17a. Severability: 

If any provision of the member agreement is determined to be invalid or unenforceable, in whole or in part, the remaining part of such provision and all other provisions of the member agreement will continue in full force and effect to the maximum extent possible so as to effect the intent of the parties, or if incapable of such enforcement, only such limited portion of the provision that is held to be void or unenforceable shall be deleted from the member agreement, and the remainder of the member agreement and such provisions as applied to other persons, places and circumstances will remain in full force and effect. 

17b. Waivers: 

The waiver by either party of a breach of or a default under any provision of the member agreement will not be effective unless in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of the member agreement, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. 

17c. Governing Law: 

The member agreement is to be construed in accordance with and governed by the laws of Washington State, without giving effect to the laws of any other jurisdiction. 

This agreement is intended to govern the terms and conditions that apply to LEADS Referral Network members for whom the United States (or its territories) is their Home Country, regardless of any individual’s residence or sales territory. To the extent that any provision of this agreement is not enforceable under applicable law, including Section 16600 of the California Business and Professions Code, which prohibits contracts that restrain persons from engaging in a lawful profession, trade or business of any kind, the parties agree to renegotiate such provision in good faith. In the event the parties cannot reach mutually agreeable and enforceable replacement for such provision, then: a) such provision shall be stricken from this agreement; b) the balance of this agreement shall be interpreted as if such provision were excluded; and c) the balance of this agreement shall be enforceable in accord with its terms. 

17d. Right to Use Third Parties: 

Notwithstanding anything to the contrary in the member agreement, LEADS Referral Network may use members or other contractors in connection with the performance of its obligations and the exercise of its rights under the member agreement. 

17e. Force Majeure: 

LEADS Referral Network will not be liable to any member for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, or inability to obtain raw materials, supplies, equipment or power needed to perform hereunder. 

17f. Interpretation: 

For purposes of interpreting the member agreement: (i) headings are for reference purposes only and will not be deemed a part of the member agreement; (ii) unless the context otherwise requires, the singular includes the plural and the plural includes the singular; (iii) unless otherwise specifically stated, the words “herein,” “hereof,” and “hereunder,” and other words of similar import refer to the member agreement as a whole and not to any particular section or paragraph; and (iv) the words “include” and “including” shall not be construed as terms of limitation and shall therefore mean “including but not limited to” and “including without limitation.” 

17g. Entire agreement: 

The member agreement, along with all documents incorporated by reference, in their current form and as amended by the Company in its sole discretion, constitute the entire agreement of the parties hereto with respect to its subject matter. The member agreement supersedes all previous, contemporaneous, inconsistent agreements, negotiations, representations and promises between the parties, written or oral, regarding the subject matter hereunder. There are no oral or written collateral representations, agreements or understandings except as provided herein. 

17h. Notices: 

Except as otherwise expressly set forth in the member agreement, all notices required or permitted by the member agreement shall be in writing and sent to the party to be notified. Notices to LEADS Referral Network shall be sent to Melissa Lavigne at melissa@leadsreferral.com. Notices to a member shall be sent via email to the email address on the applicable member application or updated member Account Profile or by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or certified or registered mail. 

17i. Dispute Resolution: 

Any controversy, claim or dispute of whatever nature arising between member, on the one hand, and LEADS Referral Network and/or the Related Parties (as defined below), on the other, including but not limited to those arising out of or relating to the member agreement including these Policies and Procedures or the breach thereof, the sale, purchase or use of the LEADS memberships, or the commercial, economic or other relationship of member and LEADS Referral Network and/or the Related Parties (for purposes of this Section 18i, each a “party”), whether such claim is based on rights, privileges or interests recognized by or based upon statute, contract, tort, common law or otherwise (“Dispute”), and any Dispute as to the arbitrability of a matter under this provision, shall be settled through negotiation, mediation or arbitration, as provided in this Section 18i. 

If a Dispute arises, the parties shall first attempt in good faith to resolve it promptly by negotiation. Any of the parties involved in the Dispute may initiate negotiation by providing notice (the “Dispute Notice”) to each involved party setting forth the subject of the Dispute and the relief sought by the party providing the Dispute Notice, and designating a representative who has full authority to negotiate and settle the Dispute. Within ten (10) Business Days after the Dispute Notice is provided, each recipient shall respond to all other known recipients of the Dispute Notice with notice of the recipient’s position on and recommended solution to the Dispute, designating a representative who has full authority to negotiate and settle the Dispute. Within twenty (20) Business Days after the Dispute Notice is provided, the representatives designated by the parties shall confer either in person at a mutually acceptable time and place or by telephone, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. 

At any time twenty (20) Business Days or more after the Dispute Notice is provided, but prior to the initiation of arbitration, regardless of whether negotiations are continuing, any party may submit the Dispute to JAMS (https://www.jamsadr.com/) for mediation by providing notice of such request to all other concerned parties and providing such notice and a copy of all relevant Dispute Notices and notices responding thereto to JAMS. In such case, the parties shall cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in promptly scheduling the mediation proceedings, and shall participate in good faith in the mediation either in person at a mutually acceptable time and place or by telephone, in accordance with the then-prevailing JAMS’s mediation procedures and this Section, which shall control. 

Any Dispute not resolved in writing by negotiation or mediation shall be subject to and shall be settled exclusively by final, binding arbitration before a single arbitrator in San Francisco, California, in accordance with the then-prevailing Comprehensive Arbitration Rules of JAMS, Inc. No party may commence Arbitration with respect to any Dispute unless that party has pursued negotiation and, if requested, mediation, as provided herein, provided, however, that no party shall be obligated to continue to participate in negotiation or mediation if the parties have not resolved the Dispute in writing within sixty (60) Business Days after the Dispute Notice was provided to any party or such longer period as may be agreed by the parties. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The arbitrator shall not have the power to alter, modify, amend, add to or subtract from any provision of the member agreement other than as set forth in Section 12 of the member application or Section 18a or 18c of these Policies and Procedures, or to rule upon or grant any extension, renewal or continuance of the member agreement. To the fullest extent allowed by law, the arbitrator shall not have the power to award special, incidental, indirect, punitive or exemplary, or consequential damages of any kind or nature, however caused, except where a party is bringing a statutory claim that expressly provides for such remedies. 

THE NEGOTIATION, MEDIATION OR ARBITRATION OF ANY DISPUTE SHALL BE LIMITED TO INDIVIDUAL RELIEF ONLY AND SHALL NOT INCLUDE CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. IN ANY ARBITRATION OF A DISPUTE, THE ARBITRATOR SHALL ONLY HAVE THE POWER TO AWARD INDIVIDUAL RELIEF AND SHALL NOT HAVE THE POWER TO AWARD ANY CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. THE PARTIES UNDERSTAND AND AGREE THAT EACH IS WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE OR OTHER REPRESENTATIVE ACTION. 

All communications, whether oral, written or electronic, in any negotiation, mediation or arbitration pursuant to this Section shall be treated as confidential and those made in the course of negotiation or mediation, including any offer, promise or other statement, whether made by any of the parties, their agents, employees, experts or attorneys, shall also be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and shall be inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in negotiation or mediation. 

To the fullest extent allowed by law: 1) the costs of negotiation, mediation and arbitration, including fees and expenses of any mediator, arbitrator or other persons  of all parties acting with the consent of the parties to facilitate settlement, shall be shared in equal measure by member, on the one hand, and LEADS Referral Network and any Related Parties involved on the other, except where applicable law requires that LEADS Referral Network bear any costs unique to arbitration (which LEADS Referral Network shall bear); and 2) the parties shall bear their own legal fees and expenses of negotiation, mediation and arbitration, unless a party prevails on a statutory claim which affords the prevailing party attorneys’ fees and costs, in which case the arbitrator shall have the authority to award such fees and costs to the prevailing party. 

Although the member agreement is made and entered into between member and LEADS Referral Network, LEADS Referral Network’ affiliates, owners, members, managers and employees (“Related Parties”) are intended third party beneficiaries of the member agreement for purposes of the provisions of the member agreement referring specifically to them, including this agreement to negotiate, mediate and arbitrate. The parties acknowledge that nothing contained herein is intended to create any involvement by, responsibility of, or liability for, the Related Parties with respect to any dealings between member and LEADS Referral Network, and the parties further acknowledge that nothing contained herein shall be argued by either of them to constitute any waiver by the Related Parties of any defense which Related Parties may otherwise have concerning whether they can properly be made a party to any dispute between the other parties. 

Any party may seek specific performance of this Section, and any party may seek to compel each other party to comply with this Section by petition to any court of competent jurisdiction. For purposes of any provisional or equitable relief sought under this Section, the parties consent to exclusive jurisdiction and venue in the courts of the State of Washington, residing in the City of Everett, or the United States District Court for the Western District of Washington, residing in Seattle, Washington. The pendency of mediation or arbitration shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that mediation or arbitration is pending. Each party in any proceeding under this policy shall be responsible for its own attorney’s fees, legal expenses and costs. If any portion of this Section is held to be unenforceable for any reason, the remainder shall remain in full force and effect. 

Nothing in this Section shall preclude any party from seeking interim or provisional relief concerning the Dispute, including a temporary restraining order, a preliminary injunction, or an order of attachment, either prior to or during negotiation, mediation or arbitration. 

In the event any portion of this provision regarding arbitration and waiver of class claims is found to be unenforceable, such portion shall be severable from the remainder of this provision, which shall remain in full force and effect. Any amendment to this provision, or to the Dispute Resolution provision in the member agreement, shall not apply to: (1) a dispute arising prior to the effective date of such amendment; or (2) a member who declines to participate in the LEADS Program following the Effective Date of any such amendment. 

APPENDIX A: COMPENSATION PLAN

SECTION 1: INTRODUCTION 

The Compensation Plan (this “Compensation Plan”) identifies the earning opportunities available to members and sets forth the sales and organizational requirements necessary to earn Commissions and Performance Bonuses under this Compensation Plan. This Compensation Plan is designed to compensate members for their sales of LEADS memberships that are facilitated through their unique link provided on the LEADS Business Profile Page  

There are two ways in which members may be eligible to earn compensation through membership sales under this Compensation Plan: 

(i) their own sales directly to new members; and (ii) sales that are made to new members by the members that they enroll. Earning potential under this Compensation Plan is based upon the effectiveness as sales representatives for LEADS memberships of (i) the members; and (ii) the people who join the members’ sales organizations. Earning potential under this Compensation Plan is not based upon financial investment in the Program. This Compensation Plan is incorporated into and made a part of the Policies and Procedures. LEADS Referral Network may, at any time, revise the Policies and Procedures (including this Compensation Plan) by posting the amended Policies and Procedures (including this Compensation Plan) on the LEADS website, LEADS Business Profile and any changes or additions will be effective immediately upon posting. Members must check the LEADS website, LEADS Business Profile frequently for revised Policies and Procedures (including this Compensation Plan). Members’ continued participation in the Program following the posting of revised Policies and Procedures (including this Compensation Plan) constitutes acceptance of any changes or additions. 

As with any other sales opportunity, the compensation earned by members varies significantly. People become members for various reasons. Some people become members to be able to purchase LEADS memberships at member Prices and resell at a profit. Some people become members to improve their skills or to experience the management of their own businesses. Others become members, but for various reasons, never sell any LEADS memberships. Accordingly, many members may never qualify to receive compensation under this Compensation Plan. 

Generating meaningful compensation as a member requires considerable time, effort and commitment. The Program is not a get-rich-quick plan, and there are no guarantees of financial success. LEADS Referral Network does not guarantee that a member participating in this Compensation Plan will generate any income or advance in this Compensation Plan. The success or failure of each member, like any other  business, depends on each member’s own individual capacity, business experience, expertise, skills, personal effort and motivation. LEADS Referral Network is a product- driven company that strongly encourages people to try LEADS memberships as a Customer before deciding to participate as a member and build a business. See the Income Disclosure Statement posted in the PULSE Library, on each member’s LEADS Business Profile  and on the LEADS website where the Compensation Plan is described at https://leadsreferral.com/terms-of-service/.

Performance Bonuses 

In addition to earnings available through the Compensation Plan, members have the opportunity to earn additional income from time to time through Performance Bonuses. Performance Bonuses may be earned by members based on eligibility and performance metrics defined in the terms and conditions of each Performance Bonus program. Applicable Performance Bonus terms and conditions can be found in the Members area and will also be announced via email when they are available. 

LEADS Affiliate Advertising Program 

LEADS Referral Network’s online affiliate program is designed to support members in enrolling new members. Every member has access to it’s basic functions which include basic reporting and access to our promotional tools, including: banners, images, produced training materials, flyers, product information, event information, discounts and communications. 

SECTION 10: INCENTIVE TRIPS AND PERFORMANCE BONUSES 

To the extent a member performs under this Compensation Plan, she or he may be eligible to receive incentive trips and other Performance Bonuses (i.e., “Incentive Trips and Performance Bonuses”) that are offered by LEADS Referral Network from time to time, at LEADS Referral Network’ sole option. Incentive Trips or Performance Bonuses may not be deferred for future acceptance. No payment or credit will be given to those who cannot or choose not to attend Incentive Trips or to accept Performance Bonus awards. Although LEADS Referral Network pays some or all of the costs of such Incentive Trips, the member agrees to indemnify and hold harmless LEADS Referral Network and its affiliates for any injuries sustained in connection with the trip by the member and/or her or his guests. The member cannot make claim upon, or rely upon, any insurance policy of LEADS Referral Network to cover the costs and expenses of any injuries to the member and/or her or his guests. 

LEADS Referral Network may be required by law to include the fair market value of any Incentive Trips and Performance Bonus awards on the Internal Revenue Service (IRS) Form 1099 MISC (non-employee compensation) earning statement that is provided by LEADS Referral Network to each U.S. resident member who had earnings of more than $600 in the previous calendar year or made purchases from LEADS Referral Network during the previous year in excess of $5,000. 

SECTION 11: CURRENCY EXCHANGE RATE 

Commissions are calculated in Volume which is then exchanged into the Home Country currency of the member receiving the earnings based on the currency exchange rate. Retail Profit is calculated in the currency of the transaction which is then exchanged into the Home Country currency. 

Exchange Rate 

LEADS Referral Network reserves the right to determine the frequency of updates to exchange rates. 

SECTION 12: PRICE BASIS FOR RETAIL PROFIT 

All Retail Profit is based on the price schedules for the LEADS memberships then in effect at the time of the transaction that occurs via LEADS Referral Network systems, including a member’s LEADS Business Profile  or the LEADS website, for all Retail and PC orders. 

  1. Retail Price 

The Retail Price is the suggested retail price published by LEADS Referral Network in LEADS Marketing Materials and on the LEADS website based on the country of transaction. 

  1. Preferred Customer Price 

The Preferred Customer Price is the discounted Retail Price available to Preferred Customers by enrolling in PC Perks. The Preferred Customer Price is based on the country of transaction. 

SECTION 13: COMMISSION ADJUSTMENTS FOR RETURNED PRODUCT 

When a Product is returned for credit or refund, the Commission Period of the original purchase is used to determine the qualifications on that sale and to determine the amount of qualification and Commission adjustment for the returned Product. The adjustment to Commissions will be made for the Commission Period in which the Product was returned for the member who received qualifications, L1 Commission and all Upline members who received Commission on that sale. Retail Profit paid to member by LEADS Referral Network will also be deducted in the Commission Period during which the Product was returned. Any foreign exchange rate that needs to be applied to determine the amount of the adjustment will be the foreign exchange rate at the time the original purchase was made. 

APPENDIX B: GLOSSARY 

Applicant: A potential member who has submitted a member application that is under consideration by LEADS Referral Network and has not yet been accepted or rejected by LEADS Referral Network. 

Authorized Country: An Authorized Country is a country in which LEADS Referral Network has established direct selling operations. See Section 5n of the Policies and Procedures for further details regarding the states, territories or provinces where LEADS Referral Network conducts its operations. 

Beneficial Owner: Any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has: (a) voting power which includes the power to vote, or to direct the voting of, the Business Entity’s ownership interest and/or (b) investment power which includes the power to dispose, or to direct the disposition of, such ownership interest. 

Business Days: Monday through Friday, excluding holidays observed by LEADS Referral Network. 

Business Entity: A corporation, limited liability company, partnership or trust that has submitted a properly completed Business Entity Registration Form that has been approved by LEADS Referral Network. 

Business Entity Registration Form: The legally binding agreement that must be properly completed, signed and submitted by a Business Entity and the member seeking to assign her or his membership to the Business Entity, subject to approval by LEADS Referral Network in its sole discretion. The member must be a Beneficial Owner of the Business Entity. 

Business Portfolio:  A portfolio that includes certain LEADS Marketing Materials (which LEADS Referral Network may change at its sole discretion). Each applicant is required to purchase a Business Portfolio (either by itself or as part of the purchase of a Business Building Kit, which includes a Business Portfolio) at the time she or he submits a member application to LEADS Referral Network. 

Compensation Plan: The Compensation Plan attached as Appendix A to the Policies and Procedures and which is incorporated into and part of these Policies and Procedures. 

Confidential Information:  The confidential and/or proprietary information of LEADS Referral Network, which includes, but is not limited to, the Performance Reports (Downline Activity) and all information contained in such reports, all Customer Data, and LEADS’s Product development plans, pricing, problem reports and performance information, marketing and financial plans and data, Customer emails, member emails, contact information and training materials. For the avoidance of doubt. All information in LEADS is LEADS Confidential Information and shall not be disclosed or made publicly available. 

Member:  Members, may be individuals, married couples or Business Entities that: 

(i) have submitted a member application that has been accepted by LEADS Referral Network; 

(ii) comply with the requirements of the member agreement, including the obligations set forth in the Policies and Procedures; and 

(iii) renews the member agreement annually in accordance with Policies and Procedures. 

Unless otherwise specified, the term “member” refers to any member, whether or not such member has been promoted to a higher Title. 

member agreement 

The legally binding agreement between LEADS Referral Network and each member consisting of:  (i) a properly completed and submitted member application, which includes Terms and Conditions, that has been accepted by LEADS Referral Network; 

(ii) the Policies and Procedures that are incorporated into and form an integral part of the member  agreement; and  (iii) if applicable, a properly completed and signed Business Entity Registration Form that has been accepted by LEADS Referral Network. 

Member application: The official application that must be properly completed and submitted to LEADS Referral Network by an applicant to apply to become a member, together with the terms and conditions set forth therein. Each member application is subject to acceptance or rejection by LEADS Referral Network in its sole discretion. 

Member Information: Each member’s name, address, phone number, email address, Social Security Number or Federal Tax Identification Number, date of birth and other information required to be provided in or with a member application. 

Membership:  A member’s  business for marketing and selling the LEADS memberships, as authorized by the member agreement. 

Customer Data: 

All data and information submitted by a Customer or potential Customer to a member in connection with a purchase of the LEADS memberships, or otherwise about an identifiable Customer or potential Customer, including, without limitation, such Customer’s name, address, phone number, payment account information, memberships ordered and order volume. 

Customer Identification Number.

Each member, assigned a unique Customer Identification Number by LEADS Referral Network for identification in LEADS Referral Network’ records and computer system. This identification number must be used to identify her/himself to LEADS Referral Network in all correspondence with LEADS Referral Network and may also be required for certain transactions. A member may provide her or his identification number to business prospects to assist LEADS Referral Network in connecting business networking prospects to the member’s account. 

Home Country: The country in which a member enrolls is her or his “Home Country.” 

Income Disclaimer: LEADS Referral Network does not guarantee that members participating in the LEADS Referral Network Ambassador Program will generate any income. As with any business, each member’s business results may vary. Earnings depend on a number of factors, including the area in which you live, individual effort, business experience, diligence and leadership. Potential members are urged to perform their own due diligence prior to making any decision to participate.

Current information and news about LEADS Referral Network events and highlights is provided for enrolled members via email weekly and on our Facebook page.  Members are expected to read Business Networking News, which contains important information regarding LEADS Referral Network events, memberships, recognition of members, compliance issues, special editions and other matters useful to members in conducting their LEADS Referral Network activities. 

Line Switching:  Line Switching is re-enrolling under a different Sponsor in less than a six (6) month period after terminating an account or while still enrolled under a previous Sponsor. Line Switching is strictly prohibited. If a member wishes to change Sponsors, the member must terminate her or his membership and wait six (6) months. After six (6) months, the member may re-enroll under a new Sponsor. For information regarding Line Switching see Section 7d. 

Password:  A unique string of numbers and/or letter characters that provides members access to the LEADS website, her or his respective LEADS business page. The password is required to obtain online performance history records, Performance Reports (Downline Activity) and other information critical to the management of a membership. passwords are highly confidential and must not be shared with anyone. 

Performance Report (Downline Activity):  A report generated by LEADS Referral Network that provides critical data relating to the identities of a member’s sales team and their sales performance, and enrollment (sponsoring) activity of each member’s sales team. All Performance Reports and the data contained therein are the Confidential Information of LEADS Referral Network. 

Policies and Procedures:  The policies, procedures, rules, guidelines and other terms and conditions set forth in the document of which the Compensation Plan and this Glossary are incorporated therein by reference and attached as Appendices A and B thereto are a part (as may be amended from time to time at the sole discretion of LEADS Referral Network), which, together with the terms and conditions set forth in a member application accepted by LEADS Referral Network, constitute the legally binding agreement between LEADS Referral Network and each member. Policies and Procedures are updated from time to time and all members are required to review and accept all updates in order to access LEADS or other Company systems.