Statement of Policies and Code of Ethics

As a Distributor of eAdGear.com (hereinafter “eAdGear" or “the Company”) I hereby promise and agree that:

 

 

  1. I will be honest and forthright in all my transactions while acting as a Distributor of eAdGear, and will perform all activities in a manner that will enhance my reputation and the reputation of eAdGear.
  2. I will not engage in any illegal or deceptive practice.

I will be courteous and respect the time and privacy of everyone I contact or solicit in the course of my eAdGear business. I recognize that eAdGear’s policies anticipate and require the highest ethical conduct of eAdGear Distributors in all their eAdGear business dealings.

I will fulfill my leadership responsibilities as a Sponsor, including training and providing support to the Distributors in my organization. I understand that the people I sponsor will have an increased opportunity for success in eAdGear when they receive ongoing training and support.

  1. I will make no income claims or representations regarding the eAdGear compensation plan, except those in eAdGear literature. I acknowledge that an eAdGear Distributor’s success depends on many variables, such as amount of time and effort committed to his or her business and his or her skills and organizational ability.

I will make no claims for eAdGear products, services or its income opportunity except as published in official eAdGear literature. I understand that even my truthful reports of personal experience of benefits received from eAdGear products, services or its income opportunity may be interpreted as improper eAdGear claims if I use those experiences as a sales device.

I understand and agree that I am solely responsible for all financial and legal obligations incurred by me in the course of my business as a Distributor of eAdGear products and services, including self-employment taxes, income taxes, sales taxes, license fees, etc.
I will compete fairly and will respect the participants of other network marketing opportunities. I will not solicit from the Distributor lists or customer lists of other network marketing companies, nor focus sales or recruiting efforts solely on the customers or Distributors of any other single company. I will not use sales materials that are regarded as proprietary by other companies.  

 

OPERATIONAL POLICIES AND PROCEDURES

The policies and procedures serve as a guide to your relationship with eAdGear CORPORATION, hereinafter “eAdGear.” Carefully review this document. We are here to support you and your efforts in your new business. Please contact your upline sponsor or the corporate office if you have any questions. eAdGear embraces all of the principles of ethical, and sound business conduct that makes us a company of trust and a legacy in this industry. eAdGear is a direct selling, internet sales company marketing commercial and consumer products and services to its customers through Independent Distributors. The Policies and Procedures herein are applicable to all Distributors of eAdGear. This statement of Policies and Procedures and the Compensation Plan are incorporated into the Distributor Application and Agreement and constitute the entire agreement of the parties regarding their business relationship. These policies and all agreements between eAdGear and Independent Distributors shall be governed by the laws of Hong Kong, and are binding on successors and assigns of both parties. Should any portion of these rules and regulations, of the Independent Distributor application and agreement, or of any other instruments referred to herein or issued by eAdGear, be declared invalid by a court of competent jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect.

 

Application for Independent Distributor Status

A person may become an eAdGear Distributor by completing, signing and returning a Distributor Agreement to eAdGear Corporate Headquarters, or by completing the on-line sign-up process.  No person is required to purchase any eAdGear products or services. The only payment required of new Distributor is the $49.95 annual administration fee, which is non-commissionable.
The signed Distributor Agreement becomes a binding contract when the Distributor Agreement is received and accepted by eAdGear. eAdGear reserves the right to reject at its discretion, any application deemed unacceptable. Applicants and Distributors may not submit inaccurate or false information on a Distributor Agreement. Incomplete and inaccurate Distributor Agreements will not be accepted by eAdGear, but will be returned for completion and resubmission. Each Distributor is responsible for informing eAdGear of any changes affecting the accuracy of the Distributor Agreement.

 

  1. Liability

To the extent permitted by law, eAdGear shall not be liable for and Distributor releases eAdGear from, and waives all claims for any loss of profits, direct or indirect, special or consequential damages or any other loss incurred or suffered by Distributor as a result of (a) the breach by Distributor of this Agreement, (b) the operation of Distributor’s business, (c) any incorrect or wrong data or information provided by Distributor, or (d) the failure to provide any information or data necessary for eAdGear to operate its business, including without limitation, the enrollment and acceptance of Distributor into the income opportunity or the payment of commissions and bonuses.

 

Independent Contractor Status

eAdGear Distributors are independent contractors. They are not franchisees, joint venture partners, employees or agents of eAdGear, and are prohibited from stating or implying, whether orally or in writing, otherwise. Distributors have no authority to bind eAdGear to any obligation. Independent Distributors will not be treated as employees with respect to such services for any tax purposes. eAdGear is not responsible for payment or co-payment of any employee benefits. Distributors set their own hours and determine how to conduct their eAdGear business, subject to the Agreement and the Policies and Procedures. Distributors are responsible for liability, health, disability and workmen’s compensation insurance. As the Distributor, you are responsible and agree to pay your own business expenses.

 

Legal Age

All Distributors must be of legal age in their country of residence to apply to become a Distributor.

 

eAdGear Distributor ID#

Every eAdGear Distributor will be issued a unique Personal Identification, which will be used by the Distributor for security purposes when placing product and services orders and when requesting Genealogy and status information. The original Distributor Agreement must be submitted using a government issued personal identification number or other identification number for the person or entity. Distributor Agreements will not be accepted without one of these numbers.

Territory

Each eAdGear Distributor is authorized to conduct business anywhere the company may lawfully operate.

 

Distributor Marriage

If two Distributors marry, they may maintain their separate, independent organizations.

 

Distributor Divorce

If married Distributors who share a Distributor position obtain a divorce, eAdGear will continue to treat the Distributors pursuant to the original Distributor Agreement until such time as eAdGear receives written notice, signed by both parties, and notarized, or a court order or decree directing otherwise. In addition, divorced Distributors should submit to eAdGear a certified copy of any legal judgment or decree, specifying how future payments of commission checks are to be paid.

 

Partnerships and Trusts

Entity applications must be signed by an authorized officer of the corporation, business entity, partnership or trustee of the trust and will become the binding Distributor Agreement for such entity. The names of the principal officers and/or beneficiaries must be included along with their government ID numbers.

 

Change of Status

Distributors who wish to change their status from that of an individual Distributor to a participant in a corporation, business entity, partnership or trust, may do so at any time, subject to the policies outlined above, and only under the same Sponsor.

 

Death of Distributor

In the case of the death of an eAdGear Distributor, rights of that Distributor position shall pass to the Distributor’s heirs. A certified copy of the will or court document along with a new Distributor Agreement in the name of the succeeding individual must be submitted to eAdGear within ninety (90) days of the death of the Distributor. If eAdGear does not receive appropriate instruction within ninety (90) days of the death of the Distributor, eAdGear will continue to send checks until ordered by the court. Transfer of ownership will take place after receiving appropriate court documents.

 

Fictitious and/or Assumed Names

A person or entity shall not apply as a Distributor using a fictitious or assumed name. Distributors must comply with all statutes, regulations and ordinances concerning the operation of their business.

 

Business Volume Requirements

Refer to the Compensation Plan for business volume requirements to remain “active.” Failure to keep your Distributor position active on a monthly basis results in the loss of existing downline volume and volume will not accumulate to earn commissions. Inactivity of more than ___ days may result in the termination of your Distributor position.
"Active" means the distributor meets all requirements contained in the Compensation Plan and/or other written amendments thereto, and/or other official written documents/policies. Such requirements include, but not limited to, punctual payment of recurring fees, monthly purchase, regular attendance of company's training etc.

 

Commission Cycle

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Taxation

As independent contractors, Distributors will not be treated as franchisees, partners, employees, or agents for any tax purposes. At the end of each calendar year, if required by law, eAdGear will issue to each Distributor any necessary tax forms or other applicable documentation, for non-employee compensation of a Distributor. It is the responsibility of each Distributor to pay their own taxes.

 

  1. Record-keeping

eAdGear encourages all its Distributors to keep complete and accurate records of all their business dealings.


Term and Renewal

Subject to the terms of voluntary resignation, suspension and termination discussed in later sections, the agreement shall have a term beginning on the date of acceptance by eAdGear and be subject to an annual renewal. Notice will be given and eAdGear reserves the right to charge a renewal fee. Distributors who fail to renew within 30 days will be considered to have voluntarily resigned their Distributor position. A Distributor who fails or elects not to renew his/her Distributor Agreement will lose their Distributor position, all sponsorship rights, wholesale purchasing right and their overrides. Distributors who fail to renew their Distributor status may not reapply under a new sponsor for six (6) months after non-renewal.

 

Confidentiality Agreement

Any information that is contained in any genealogical printout or downline sales report, or online back office system provided by the company to the Distributor is the proprietary and confidential information of the company and is transmitted to the Distributor in confidence. The Distributor agrees not to disclose said information whether directly or indirectly to any third party, other person, firm, or entity, nor use the information for purposes of competing with the company or for promoting any other program or products other than eAdGear program and its products and services. The Distributor and the company agree that, without this agreement of confidentiality and nondisclosure, the company would not provide the information to the Distributor. The Distributor understands and agrees this duty to maintain the confidentiality of this information will survive the termination of their Distributor Application and Agreement for a period of Twelve (12) months.

 

Distributor Code of Ethics

In pursuing the success of their eAdGear business, eAdGear Independent Distributors shall safeguard and protect the reputation of eAdGear and its products and services. Distributors shall refrain from all conduct which might be harmful to the reputation of eAdGear and its products and services, and which may damage the ability of others to fairly represent the eAdGear opportunity. eAdGear Distributors will be professional in their approach to their business activities and strictly avoid all deceptive, misleading, discourteous, unethical and immoral conduct. eAdGear Distributors will respect the honest efforts of fellow Distributors and not engage in predatory or unethical recruitment practices. eAdGear respects the business activities of all legitimate companies and strictly discourages any eAdGear Distributor from unfairly representing any competing opportunity. eAdGear believes that the ultimate success of all eAdGear Distributors depends on its ability to bring important products and services and opportunities to the market. This will be done in a positive and honorable way.

 

Voluntary Resignation

1) A Distributor may voluntarily terminate his or her Distributor position status by failing to renew or sending a written notice of resignation or termination to eAdGear. Voluntary resignation is effective upon receipt of such notice by eAdGear.
2) A Distributor who resigns or terminates his or her Distributor status may reapply as a Distributor six (6) months after resignation.

 

Suspension

Distributor may be suspended for violating the terms of his or her Agreement, which includes the Policies and Procedures, the Compensation Plan and other documents produced by eAdGear. When a decision is made to suspend a Distributor, eAdGear will inform the Distributor in writing that the suspension has occurred effective as of the date of the written notification, the reason for the suspension and the steps necessary to remove such suspension (if any).The suspension notice will be sent to the Distributor’s address on file with eAdGear pursuant to the notice provisions contained in the Policies and Procedures. Such suspension may or may not lead to termination of the Distributor’s Distributor position as so determined by eAdGear in its sole discretion. If the Distributor wishes to appeal, eAdGear must receive such appeal in writing via certified mail within fifteen (15) days from the date of the suspension notice. eAdGear will review and consider the suspension appeal and notify the Distributor in writing of its decision within thirty (30) days from the date of the appeal. The decision of eAdGear will be final and not subject to further review. eAdGear may take certain action during the suspension period, including, but not limited to, the following:
1) Prohibiting the Distributor from holding himself or herself out as a Distributor of eAdGear or using any of eAdGear proprietary marks and/or materials;
2) Prohibiting the Distributor from purchasing services and products from eAdGear; and/or
3) Prohibiting the Distributor from sponsoring new Distributors, contacting current Distributors or attending meetings of Distributors. If eAdGear, in its sole discretion, determines that the violation that caused the suspension is continuing, has not satisfactorily been resolved, or a new violation involving the suspended Distributor has occurred, the suspended Distributor may be terminated.

 

Termination

A Distributor may be terminated for violating the terms of his or her Agreement, which includes these Policies and Procedures, the Compensation Plan and other documents produced by eAdGear. eAdGear may terminate a violating Distributor without placing the Distributor on suspension, at eAdGear sole discretion. When the decision is made to terminate a Distributor, eAdGear will inform the Distributor in writing at the address in the Distributor’s file that the termination has occurred, effective thirty (30) days from the date of the written notification.

 

Appeal

If a Distributor wishes to appeal the termination, eAdGear must receive the appeal in writing within fifteen (15) days from the date of notice of termination. If no appeal is received within the fifteen (15) day period, the termination will automatically be deemed final. If a Distributor files a timely notice of appeal, eAdGear will review the appeal and notify the Distributor of its decision within ten (10) days after receipt of the appeal. The decision of eAdGear will be final and not subject to further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice.

 

Effect of Termination

Immediately upon termination, the terminated Distributor:
1) Is no longer authorized to sell eAdGear products or services;
2) Must cease representing himself or herself as a Distributor of eAdGear;
3) Must remove and permanently discontinue the use of the trademarks, service marks, trade names, any signs, labels, stationary or advertising referring to or relating to any eAdGear product, service, plan or program;
4) Loses all rights to his or her Distributor position and position in the Compensation Plan and to all future commissions and earnings resulting therefrom; and
5) Must take all action reasonably required by eAdGear relating to protection of its confidential information. eAdGear has the right to offset any amounts owed by a Distributor to eAdGear from commissions or other compensation due to the Distributor including, without limitation, any indemnity obligation incurred pursuant to the indemnity section.

 

Reapplication

Any person or entity whose agreement is terminated shall not be allowed to reapply to the company.

 

Reentry

Any Distributor who transfers his or her Distributor position must wait for six (6) months after the effective date of such transfer before becoming eligible to reapply to become a Distributor.
Where laws on termination are inconsistent with this policy, the applicable law shall apply.

 

Acquisition of Business

Any Distributor desiring to acquire an interest in another Distributor’s business must terminate his or her Distributor position status and wait six (6) months before becoming eligible for such a purchase. All such transactions must be fully disclosed and must be approved by eAdGear in advance.

 

Conditions to Transferability

Except as expressly provided in Paragraph 12, a Distributor may not sell, assign, merge or transfer his or her Distributor position.

 

Transfers to Distributors

Except as expressly set forth herein, Distributors may not sell, assign or otherwise transfer his or her Distributor position (or rights thereto) to another Distributor or to an individual which has an interest in an eAdGear Distributor position. Notwithstanding the foregoing, a Distributor may transfer his or her Distributor position to his or her sponsor.

 

Change of Sponsorship

Any change of Sponsor is discouraged and requires the prior written approval of eAdGear (which may be withheld at its sole discretion) and is subject to the following conditions:
1) The consents of the original sponsor, the new sponsor, and the sponsored individual, must be submitted to eAdGear;
2) A written request for transfer explaining the exact reason for the request of transfer must be submitted to eAdGear;
3) A transfer fee of $100.00 is paid to eAdGear;
4) The requirements of conditions to transferability section are complied with; Personally sponsored Distributors of the transferred Distributor must request in writing to move with their sponsor.

 

Circumvention of Policies

If it is determined, in eAdGear sole discretion, that a Distributor position was transferred in an effort to circumvent compliance with the Agreement of the Policies and Procedures, the Distributor position will revert back to the transferring Distributor who will be treated as if the transfer had never occurred from the reversion day forward. If necessary, and at eAdGear sole discretion, appropriate action, including, without limitation, termination, may be taken against the transferring Distributor to ensure compliance with the Agreement and Policies and Procedures.

 

Termination Returns - [Sales Aids]

A Distributor who terminates his/her Distributor Status may have the right to return unopened, unencumbered and currently marketable sales aids purchased from the Company within thirty days of termination provided the material is returned in a CURRENT REUSABLE and RESALABLE CONDITION. Return will be issued in like-kind payment and may take up to 30 days to process. eAdGear will refund 90% of the cost of returned items to the Distributor  less any appropriate setoffs and legal claims. No repayment will be made on original shipping and handling charges. The return shipping costs will be borne by the Distributor. In order to assure that refund of returned items will be issued, strict compliance to the following procedures is required:
A written return request must be submitted, stating the reason for the termination, the reason for the return of eAdGear product and/or sales materials.
Proof of eAdGear payment and a copy of the Purchase Order Form or packing slip must accompany this written request.  eAdGear sales materials returned without prior authorization will be returned to the Distributor.  eAdGear will instruct the Distributor where to ship the materials for restocking and verification, and will also provide the Distributor with the appropriate quantity of authorized eAdGear return merchandise shipping labels. Upon receipt and inspection of the return, eAdGear will process the appropriate refund for payment. Distributor must pay the cost of return freight.

Sponsoring

Distributors may sponsor other Distributors into the eAdGear business. Distributors must ensure that each potential Distributor has reviewed and has access to the current Policies and Procedures and Compensation Plan prior to or when enrolling the individual.

 

Referral Policy

From time to time, prospects will contact eAdGear directly. It is always the policy of eAdGear to determine if the prospect has been contacted by an eAdGear Distributor. If this is not the case, the prospect’s information may be forwarded to the active Distributor in close proximity to the prospect.

 

Multiple Agreements

If an applicant submits multiple Agreements which list different sponsors, only the first completed Agreement to be received by eAdGear will be accepted. The decision of eAdGear is final.

 

Training Requirement

A Sponsor must maintain an ongoing professional leadership association with Distributors in his or her organization and must fulfill the obligation of performing a bona fide supervisory role in the sale or delivery of products and services.

 

Cross Selling/Cross Sponsoring

eAdGear Distributors shall not sell or represent non-eAdGear products/services or represent marketing opportunities from other companies to other eAdGear Distributors. Non-eAdGear products, services, or opportunities may not be promoted in any way at official eAdGear events, meetings, conventions or other gatherings.

 

Volume Transfer

eAdGear does not allow Distributors to transfer sales volume from one Distributor to another Distributor.

 

Price Changes

Prices of all eAdGear products, services, and sales materials are subject to change without notice.

 

  1. Sales tax

Purchases made from the Company may be subject to sales or other tax, depending on local law.   eAdGear collects and remits applicable tax which may be due on the selling price of those products and/or materials which are subject to tax. Distributors may be required to pay tax on their personal purchases made for personal use and consumption. As a Distributor you agree to abide by the rules and procedures pertaining to sales and other tax as set forth by Company policy, by any tax collection agreements that the Company may enter into, or by the law of your jurisdiction.

 

Training

The participant will receive training by reading the online materials found in eAdGear Back Office, product and services information, and other Company materials. Training will also be provided by the sponsor, and Company training seminars.

 

Trademarks and Copyrights

eAdGear name, trademarks, service marks and copyrighted materials are owned by eAdGear Holdings Limited. The use of such marks and materials must be in strict compliance with these Policies and Procedures.

 

Use of eAdGear Name

Distributors may use the name of eAdGear only if they are identified as an Independent Distributor of eAdGear in conjunction with the use of the name eAdGear and its logo or trademarks.
Advertising and Promotional Materials: Only the promotional and advertising materials produced by eAdGear or approved in advance in writing by eAdGear may be used to advertise or promote a Distributor’s eAdGear business or to sell products and services of eAdGear. eAdGear literature and materials may not be duplicated or reprinted without the prior written permission of eAdGear.
Stationery and Business Cards: Distributors are not permitted to create their own stationery, business cards or letterhead graphics if eAdGear trade name and/or trademarks are used.

 

Print and Electronic Advertising

All materials used in the placement of any advertising in any print or electronic media, including Internet web sites must be approved by eAdGear prior to use. Distributors are not permitted to use the eAdGear trade name as a web site address or in any other manner without the written approval of eAdGear.


Telephone, Yellow and White Page Listing: Distributors are not permitted to use eAdGear trade name in advertising their telephone and FAX numbers in the white or yellow page sections of the telephone book except as outlined below. Distributors are not permitted to list their telephone numbers under eAdGear trade name without first submitting a request to eAdGear for approval. If approval is granted for an 800 listing, it must be stated in the following manner: Jones, John D.

 

eAdGear Independent Distributor Telephone Answering

Distributors may not answer the telephone by saying eAdGear or in any other manner that would lead the caller to believe that he or she has reached the corporate office of eAdGear Holdings Limited.

 

Imprinted Checks

Distributors are not permitted to use eAdGear trade name or any of its trademarks or service marks on their business or personal checking accounts. However, Distributors may imprint their eAdGear business checks with eAdGear Independent Distributor.

 

Endorsements

No endorsements by an eAdGear officer or administrator or third parties may be asserted, except as expressly stated in eAdGear literature. Distributors may not represent or imply, directly or indirectly, that eAdGear program, products or services have been approved or endorsed by any governmental agency.

 

Media Inquiries

Media inquiries should be referred to eAdGear Corporate Office.

 

Recordings

Distributors may not produce or reproduce for sale or personal use products or services sold by eAdGear or any of eAdGear-produced literature, audio or video material, presentations, events or speeches, including conference calls. Video and/or audio taping of eAdGear meetings and conferences is strictly prohibited, without Company permission. Still photography is allowable at the discretion of the meeting host.

 

Independent Communications

Distributors, as independent contractors, are encouraged to distribute information and direction to their respective downlines. However, Distributors must identify and distinguish between personal communications and the official communications of eAdGear.

 

Copyright Restrictions

With respect to product and services purchases from eAdGear, Distributors must abide by all manufacturers’ use restrictions and copyright protections.

 

Vendor Confidentiality

eAdGear business relationships with its vendors, manufacturers and suppliers are confidential. Distributors must not contact, directly or indirectly, or speak to or communicate with any supplier or manufacturer of eAdGear except at an eAdGear-sponsored event at which the supplier or manufacturer is present at the request of eAdGear.

 

Promotional Materials

eAdGear reserves the exclusive right to all uses of its trade names, trademarks, logos and copyrighted material. eAdGear prohibits the unauthorized use of any of its protected names, marks or logos on any materials for personal use or for resale.

 

Testimonials

One of the most effective ways to share the eAdGear products and services is to share your personal experiences. These experiences must be your own.

 

Income Claims

Distributors must truthfully and fairly describe the Compensation Plan. No false or misleading income claims may be made to prospective Distributors. Distributors may not use their own incomes as indications of the success assured to others. Commission checks may not be used as marketing materials. Distributors may not guarantee commissions or estimate expenses to prospects. The power of the eAdGear Compensation Plan may be accurately shown using eAdGear approved materials. Each Distributor understands that his or her success is dependent on their effort, dedication, resources and the time he or she commits to this enterprise.

 

Representations of Government Endorsements

eAdGear Distributors may not represent that the eAdGear Compensation Plan or any of its Products are approved by any government agency.

 

  1. Advertising Guidelines

All advertising must be approved prior to use. Failure to receive approval for advertising may result in suspension or termination of Distributor position.
What you may use:
1) eAdGear corporate name and logo only when you identify yourself as an eAdGear Independent Distributor.
2) Logos, copy, etc. provided.
What you may not use:
1) Any copyrighted image or document without prior approval.
2) Quotes from any corporate official or other Distributor without approval.
3) Third party testimonials.

 

Use of Logo Sheet Provided:

There is a logo sheet available online for eAdGear Distributors to use. You may not change these in any way. You may not change color or design in any manner. These are trademarked icons of eAdGear.

 

Amendments

eAdGear reserves the right to amend the Rules set forth herein, its wholesale or suggested retail prices, eAdGear product and services availability and Compensation Plan, as it deems appropriate. Amendments will be communicated to all Distributors in one or more of the following forms: online newsletters, email or email blast, written or published materials, circulated or made available to all Distributors or publication on the eAdGear web site. Amendments are effective and binding on all Distributors as of the date of issuance. In the event of any conflict between the agreement of the Rules and any such amendment, the amendment shall control.

 

Non-Waiver Provision

No failure of eAdGear to exercise any power or right under these Rules or to insist upon strict compliance by a Distributor with any obligation or provision herein, and no custom or practice of the parties at variance with these Rules, shall constitute a waiver of eAdGear right to demand exact compliance with these Rules. An authorized officer of eAdGear may affect waiver by eAdGear only in writing. eAdGear waiver of any particular default by a Distributor shall not affect or impair eAdGear rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any other Distributor. Nor shall any delay or omission by eAdGear to exercise any right arising from default affect or impair eAdGear’s rights as to that or any subsequent default.

 

Jurisdiction and Venue

The Distributor Agreement and the Rules shall be construed enforced in accordance with the laws of Hong Kong without reference legal principles that would cause the law of another jurisdiction to be applied. Causes of action between the parties hereto of any type, whether on the Distributor Agreement, on fraud or any other tort, or grounded in principles of strict liability or statutes of any kind, shall be heard exclusively in a court of competent jurisdiction in Hong Kong, each party hereby submitting to the jurisdiction of such courts and expressly waiving the right to bring suit in all other courts. In any cause of action the winner shall be entitled to recovery of all reasonable attorney fees, court costs and other costs of the action.

 

  1. Limitation of damages

To the extent permitted by law, eAdGear and its affiliates, officers, directors, employees, and other Distributors shall not be liable for, and the Distributor hereby releases the foregoing from and waives any claim for loss of profit, incidental, special, consequential, or exemplary damages which may arise out of any claim whatsoever relating to eAdGear’s performance, non-performance, act, or omission with respect to the business relationship or other matters between the Distributor and eAdGear whether sounding in contract, tort, or strict liability. Furthermore, it is agreed that any damage to the Distributor shall not exceed, and is hereby expressly limited to, the amount of unsold eAdGear products and services owned or held by the Distributor and commissions owing.

 

Official Language/Definitions

The English version of these Rules, as maintained by eAdGear, is the official version and shall control over any other language version(s), which may be made available for ease of reference for some Distributors. As used in the eAdGear materials, when the term, sell and words of similar import are used to describe the sales activities of a Distributor, this is an abbreviated reference to the promotional activities of Distributor with respect to sales and it is understood that all are between eAdGear and the purchaser, not between the Distributor and the purchaser.

 

Official Correspondence

Official correspondence must be sent via postal mail to:

 

Eadgear Holdings Limited
2710-11, K.Wah Centre,
191 Java Road,
North Point, Hong Kong

 

Entire Agreement

This statement of Rules and Regulations/Policies & Procedures (along with the Compensation Plan and the Terms and Policies Applicable to Use of eAdGear Internet Services) is incorporated into the Distributor Application and Agreement and constitutes the entire agreement of the parties regarding their business relationship. No other promises, representations, guarantees or agreements of any kind shall be valid unless in writing. If any provision herein is held to be invalid, all other provisions shall remain valid and enforceable.

 

TERMS AND POLICIES APPLICABLE TO USE OF eAdGear INTERNET SERVICES

 

Terms of Internet Service Content

The content of the eAdGear Internet service is intended for the commercial use of its Users. All materials published on eAdGear web site or self-replicating web sites (including, but not limited to news articles, information pages, product photographs, images, illustrations, merchant banners, merchant products, audio clips, flash movies, and video clips, collectively known as the Content) are protected by copyright and other intellectual property laws, and are owned or controlled by eAdGear, or the party credited as the provider of the content, software or other materials. User shall abide by all additional copyright or other notices, information or restrictions appearing in conjunction with any Content accessed through the Service.

 

Communications

Distributor  may not post, transmit, or market the following: Any material that is threatening, abusive, defamatory, obscene, or otherwise unlawful;  Any material that violates the copyrights, trademarks, service marks, trade secrets, patents or other property rights of others; Any pornographic, sexually explicit or gambling material or links to similar adult content; Any material that discloses personal private matters about any person without consent; Any material posted anonymously or under a false name; or Any material which disparages eAdGear or other Users.

 

Collective Work Copyright

The eAdGear web pages are protected by copyright as a collective work and/or compilation, pursuant to international conventions and other copyright laws. Except as set forth previously, User may not modify, adapt, translate, exhibit, publish, transmit, participate in the transfer or sale of, reproduce (except as provided for previously), create derivative works from, distribute, perform, display, reverse engineer, decompile or dissemble, or in any way exploit, any of the Content, software, materials in whole or in part.

 

Downloads

User may download or copy the Content and other downloadable items displayed on eAdGear web pages for commercial use as an eAdGear Distributor, and/or an eAdGear Website Owner only, provided that User maintains all copyright and other notices contained in such Content. Copying or storing of any Content for uses other than commercial use as an eAdGear Distributor, and/or Website Owner is expressly prohibited without the prior written permission from eAdGear’s Rights and Permissions Department, or the copyright holder identified in the individual Content’s proprietary and/or copyright notices.

 

Representations and Warranties

User represents, warrants and covenants:
(a) that no materials of any kind submitted by User (or eAdGear use thereof in accordance with these Rules), will (i) violate, plagiarize or infringe upon the rights of any third party, including copyright, trademark, privacy or publicity, moral rights, contract or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material; (iii) constitute false or misleading indications of origin or statements of fact; (iv) slander, libel or defame any person or entity; (v) cause injury of any kind to any person or entity; or (vi) violate any applicable laws, rules, regulations or other governmental regulations; and
(b) that User is at least 18 years old. User hereby indemnifies, defends and holds eAdGear and all officers, Managers, Distributors, Website Owners, directors, owners, agents, information providers, Distributors, licensors and licensees (collectively, the Indemnified Parties) harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by User of these Rules or the foregoing representations, warranties and covenants, including, without limitation, reasonable attorneys’ fees. User shall cooperate as fully as reasonably required in the defense of any claim. eAdGear reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User.

 

Software Licenses

User shall have no rights to the proprietary software and related documentation, or any enhancements or modifications thereto, provided to User to access eAdGear web pages. User may not sublicense, assign or transfer any licenses granted by eAdGear, and any attempt at such sublicense, assignment or transfer is void. User may copy such software for archival purposes only. User may not copy, distribute, modify, reverse, engineer or create derivative works from this software.

 

Software Available on the eAdGear and/or Self-replicating Web Sites. Software (if any) that is made available on the eAdGear web site and/or self-replicating web sites (Software) is the copyrighted work of eAdGear and/or its Distributors. User’s use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (License Agreement). User may not install or use any Software that is accompanied by or includes a License Agreement unless User first agrees to the License Agreement terms. For any Software not accompanied by a license agreement, eAdGear hereby grants to User, a personal, non-transferable license to use the Software for viewing and otherwise using the eAdGear web site and/or self-replicating web sites in accordance with these Rules, and for no other purpose provided that User keep intact all copyright and other proprietary notices. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. User acknowledges that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations. User agrees not to export or re-export the Software, directly or indirectly, to any countries that are subject to export restrictions.

 

Termination

eAdGear may, in its sole discretion, terminate or suspend User’s access to all or part of the web access for any reason, including, without limitation, breach of the Terms of Service. Users of eAdGear acknowledge that site administrators have the right to terminate use without notice for any User who restricts, inhibits or disrupts any eAdGear event or attempts to alter or improperly access any feature or function of the site. A User’s access may also be subject to termination if the User posts or transmits any illegal content; harasses or threatens any eAdGear User or eAdGear employee; posts content (including the creation of usernames) that is offensive or otherwise disruptive of eAdGear activities; posts unsolicited advertising; or improperly impersonates an eAdGear employee or other individual.

 

Removal of Sites

eAdGear cannot and does not screen all content provided on eAdGear self-web sites and does not assume any obligation to monitor content. HOWEVER, USER AGREES THAT eAdGear MAY MONITOR SITES AND CONTENT PERIODICALLY, AND eAdGear RESERVES THE RIGHT AT ITS SOLE DISCRETION TO REMOVE ANY SITE, WITHOUT NOTICE AND WITH NO OBLIGATION TO REFUND FEES PAID, WHICH IN ITS JUDGMENT IS IN VIOLATION OF THIS AGREEMENT OR OTHERWISE IS UNLAWFUL OR HARMFUL TO eAdGear AND/OR OTHER USERS. Copyright and Trademark Notices.

 

Copyright and Trademark Notices

All contents of the eAdGear web site and/or self-replicating web site are Copyright © eAdGear. All rights reserved. eAdGear, http://www.eAdGear.com are trademarks of eAdGear, all pending or registered. The material on this site may not be reproduced and may not be distributed, publicly performed, proxy cached or otherwise used, except with the prior express permission of eAdGear. Other product and company names mentioned herein might be the trademarks of their respective owners.

 

Requesting Reproduction Permissions

Permission is required prior to the reproduction of any material viewed on the eAdGear web site and/or the self-replicating web sites. While permission is not readily granted, serious inquiries will be considered. E-mail or write the Rights and Permissions Department of eAdGear at: eAdGear, Rights and Permissions, Eadgear Holdings Limited / 2710-11, K.Wah Centre,191 Java Road, North Point, Hong Kong / Customer Service (925)251-0888, or e-mail: support@eAdGear.com (Attention: Rights & Permissions).

 

Custodian of Records

Custodian of records is Compliance Manager. All records required by law to be maintained by Publisher are located in Hong Kong.

 

Opt-Out

The eAdGear web site and/or self-replicating web sites provide Users the opportunity to opt-out of receiving communications from eAdGear and our Distributors at the point where we request information about the visitor.

 

Delete/ Deactivate

The eAdGear web site and/or self-replicating web sites provide Users with the following options for removing their information from our database, to not receive future communications, or to no longer receive our service. You can send e-mail to support@eAdGear.com. You can enter your email address and enter UNSUBSCRIBE in the subject line. You can send mail to the following postal address: Customer Service, eAdGear  - Eadgear Holdings Limited / 2710-11, K.Wah Centre,191 Java Road, North Point, Hong Kong / Customer Service (925)251-0888.

 

Correct/Update

eAdGear gives users the following options for changing and modifying information previously provided. You can modify editable information through your back office. You can send email to Support@eAdGear.com. You can contact eAdGear Headquarters.

 

General Provisions Usability

To the extent permitted by law, eAdGear shall not be liable for, and the Distributor releases eAdGear from and waives all claims to, lost profits, indirect, direct, special or consequential damages, or any other loss incurred or suffered by the Distributor as a result of (a) the breach by Distributor of the Distributor Agreement and/or the terms and conditions of the Rules and Regulations and Policies and Procedures, (b) the operation of Distributor’s business, (c) any incorrect or wrong data or information provided by Distributor, or (d) the failure to provide any information or data necessary for eAdGear to operate its business, including without limitation, the enrollment and acceptance of Distributor into the Compensation Plan or the payment of Commissions, Overrides and Bonuses.

 

Security

Each Distributor must keep any eAdGear passwords and other secure access information confidential and notify promptly if the Distributor believes that the security of his/her account has been compromised. eAdGear has taken reasonable steps to protect the security of online transactions. HOWEVER, eAdGear CANNOT AND DOES NOT WARRANT SUCH SECURITY AND WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING ANY SECURITY BREACHES.