4.11 Adherence to the UNO Compensation Plan
Distributors must adhere to the terms of the UNO Compensation Plan as set forth in official UNO literature.
Distributors shall not offer the UNO opportunity through, or in combination with, any other system, program or method of marketing other than that specifically set forth in official UNO literature. Distributors shall not require or encourage other current or prospective customers or Distributors to participate in UNO in any manner that varies from the program as set forth in official UNO literature. Distributors shall not require or encourage other current or prospective customers or Distributors to execute any agreement or contract other than official UNO agreements and contracts in order to become an UNO Distributor. Similarly, Distributors shall not require or encourage other current or prospective customers or Distributors to make any purchase from, or payment to, any individual or other entity to participate in the UNO Compensation Plan other than those purchases or payments identified as recommended or required in official UNO literature.
4.2. Bonus Buying Prohibited
Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes:
a. the enrollment of individuals without their knowledge and agreement and/or without execution of an UNO Application;
b. the fraudulent enrollment of an individual as an UNO or merchant;
c. the enrollment or attempted enrollment of non-existent individuals as Distributors or merchants;
d. the use of a credit card by or on behalf of a Distributor or merchant when the Distributors or customer is not the account holder of such credit card;
e. purchasing UNO products on behalf of another Distributor, or under another Distributor’s ID number, to qualify for commissions or bonuses.
4.3. Business Entities
A Partnership, LLC or Corporation may hold a Distributor business upon completion of the Distributor Application form, and providing on that form in the appropriate space, a Federal tax ID number. An individual may participate in multiple business centers, however, all must be under the same business name. The person signing the application on behalf of a business entity must have the authority of said entity for entering into the transaction. In addition, by signing for as a business entity, you certify that no person with an interest of debt or equity in the business has had an interest in a Distributor business in UNO within six (6) months of the date of signature.
4.4. Changes to an UNO Business
Each Distributor must immediately notify UNO of all changes to the information contained in his or her Distributor Application and Agreement. Distributors may modify their existing Distributor Agreement Form by submitting a written request and appropriate supporting documentation.
4.4.2. Change of Sponsor
To protect the integrity of all marketing organizations and safeguard the hard work of all Distributor, UNO does not allow changes in sponsorship for active Distributors. Maintaining the integrity of sponsorship is critical for the success of every Distributors and marketing organization. Accordingly, the transfer of an UNO business from one sponsor to another is not permitted.
Exception - A request for a change in sponsor, due to UNO error, will be accepted within 45 days of completion of the application.
4.4.3. Cancellation and Re-application
- A Distributor may legitimately change organizations by:
- Voluntarily cancelling his or her UNO Agreement and remaining inactive (i.e., no purchases of UNO products for resale; no sales of UNO products; no sponsoring; and no attendance at any UNO functions, participation in any other form of Distributor activity, or operation of any other UNO business) for six (6) full calendar months.
- Following the six (6) calendar month period of inactivity, the former Distributor may reapply under a new sponsor. However, the former Distributor will permanently lose any and all right to their former Distributor downline organization.
4.5. Unauthorized Claims and Actions
A Distributor is fully responsible for all of his or her verbal and written statements made regarding UNO products, services, and the Compensation Plan that are not expressly contained in official UNO materials. Distributors agree to indemnify UNO and UNO’s directors, officers, employees and agents and hold them harmless from any and all liability, including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by UNO as a result of the Distributor’s unauthorized representations or actions. This provision shall survive the termination of the Distributor Agreement.
4.5.2. Income Claims
As a way to conduct better business practices, UNO hereby puts forth a disclaimer on income earnings (“Income Disclaimer”). This Income Disclaimer is to convey truthful, timely, and comprehensive information regarding the income that UNO Distributors may earn. To accomplish this objective, you must discuss and present the Income Disclaimer to all prospective Distributors.
A copy of the Income Disclaimer must be presented to a prospective Distributor (someone who is not yet a party to a pre-existing Distributor Agreement) anytime the Compensation Plan is presented or discussed, or any type of income claim or earnings representation is made.
The terms “income claim” and/or “earnings representation” (collectively “income claim”) includes all of the following:
(i) statements of average earnings;
(ii) statements of non-average earnings;
(iii) statements of earnings ranges;
(iv) income testimonials;
(v) lifestyle claims; and
(vi) hypothetical claims.
An example of a “statement of non-average earnings” would be, “Our number one Distributor earned over one million dollars last year,” or “Our average-ranking Distributor makes three thousand dollars per month.” An example of a “statement of earnings ranges” would be, “The monthly income for our higher-ranking Distributors is eight thousand dollars a month on the low end up to twenty-five thousand dollars a month on the high end.”
In any meeting that is open to the public in which discussion of the Compensation Plan or any type of income claim occurs, you must provide every prospective Distributor with a copy of the Income Disclaimer. Copies of the Income Disclaimer may be printed or downloaded without charge from the Company website.
4.6. Conduct at UNO Events
4.6.1. No Selling or Recruiting at UNO Events
Selling and recruiting at UNO events is not permitted. These activities take away from the primary focus of the event, and can negatively reflect on the professional image of UNO as a company. You may, however, offer a business card and/or catalog.
4.6.2. No Selling or Recruiting for other Companies at UNO Events
UNO Distributors shall not sell any products or recruit for any business during UNO events. This restriction most specifically applies to sales and recruitment efforts for any other direct sales or marketing program, regardless of the product category, including those that do not compete with UNO’s product line.
4.7. Conflicts of Interest
4.7.1. Non-compete Policy
UNO Distributors are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”), with the exception of those products in the same generic category as an UNO product that is deemed to be competing. Distributors may not display UNO products with any other products or services in a fashion that might in any way confuse or mislead a prospective customer, merchant or Distributor into believing there is a relationship between the UNO and non-UNO products or services.
During the term of this Agreement, Distributors may not recruit other UNO Distributors or Merchants or customers for any other network marketing business. Following the cancellation of this Agreement, and for a period of one year thereafter, a former Distributor may not recruit any UNO Distributor or customer for another network marketing business, with the exception of a Distributor who is personally sponsored by the former Distributor. The Distributors and Company recognize that because network marketing is conducted through networks of independent contractors dispersed across the United Kingdom and internationally, and business is commonly conducted via the Internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, the Distributors and Company agree that this non-solicitation provision shall apply to all markets in which UNO conducts business.
The term “recruit” means actual or attempted solicitation, enrollment, encouragement or effort to influence in any other way, either directly or through a third party, another UNO Distributor or customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the Distributor’s actions are in response to an inquiry made by another Distributor or customer.
4.7.3. Downline Activity (Genealogy) Reports
Downline Activity Reports made available for Distributor access and viewing at UNO’s official website, are considered confidential. Distributor access to their Downline Activity Reports is password protected. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to UNO. Downline Activity Reports are provided to Distributors in the strictest of confidence and are made available to Distributors for the sole purpose of assisting Distributors in working with their respective Downline Organizations in the development of their UNO business. Distributors should use their Downline Activity Reports to assist, motivate and train their Downline Distributors. The Distributor and UNO agree that, but for this agreement of confidentiality and nondisclosure, UNO would not provide Downline Activity Reports to the Distributor. A Distributor shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:
- Directly or indirectly disclose any information contained in any Downline Activity Report to any third party;
- Directly or indirectly disclose the password or other access code to his or her Downline Activity Report;
- Use the information to compete with UNO or for any purpose other than promoting his or her UNO business;
- Recruit or solicit any Distributor or Customer of UNO listed on any report or in any manner attempt to influence or induce any Distributor or customer of UNO to alter their business relationship with UNO;
- Use or disclose to any person, partnership, association, corporation or other entity any information contained in any Downline Activity Report.
Upon demand by the Company, any current or former Distributor will return the original and all copies of Downline Activity Reports to the Company.
Actual or attempted cross-sponsoring is strictly prohibited. “Cross-sponsoring” is defined as the enrollment of an individual or entity that already has a current Customer, Merchant or Distributor Agreement on file with UNO, or who has had such an agreement within the preceding 6 calendar months, within a different line of sponsorship. The use of a spouse or relative’s name, trade names, assumed names or fictitious ID numbers to circumvent this policy is prohibited. Distributors shall not demean, discredit or defame other UNO Distributors in an attempt to entice another Distributor to become part of the first Distributor’s marketing organization. If a prohibited organization transfer occurs, UNO shall take disciplinary action against the Distributor(s) who engaged, acquiesced and/or knowingly participated in the improper cross-sponsoring. However, it shall be entirely within UNO’s discretion where in the genealogical structure, the cross-sponsored organization in question shall be placed or otherwise distributed.
Because equities often exist in favor of both upline organizations, DISTRIBUTORS WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY FOR ITS DECISION REGARDING THE FINAL DISPOSITION OR PLACEMENT OF THE CROSSSPONSORED ORGANIZATION.
4.9. Errors or Questions
If a Distributor has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the Distributor must notify the Distributor Care Department at 5357 Candlespice Way Las Vegas, NV 89135, in writing, within 15 days of the date of the purported error or incident in question. UNO will not be responsible for any errors, omissions or problems not reported to the Company within 15 days.
4.10. Sales Aids Optional
Distributors are not required to carry sales aids. Distributors who do so must make his or her own decision with regard to these matters. To ensure that Distributors are not encumbered with Company Sales Aids, such Sales Aids may be returned to UNO upon the Distributors cancellation pursuant to the terms of Section 4.4.3.
4.11. Governmental Approval or Endorsement
Neither federal nor state regulatory agencies nor officials approve or endorse any direct selling program. Therefore, Distributors shall not represent or imply that UNO or its Compensation Plan have been “approved,” “endorsed” or otherwise sanctioned by any government agency.
4.12. Holding Applications or Enrollments
Distributors must not manipulate enrollments of new applicants or Merchant enrollments. All Distributor Applications and Agreements and Service orders must be sent within 72 hours from the time they are signed by a Distributor or placed by a merchant.
All Distributors are required to provide their Social Security Number or Federal Tax Identification Number to UNO on the Distributor Application and Agreement.
Upon enrollment, the Company will provide a unique Distributor Identification Number to the Distributor by which he or she will be identified. This number will be used to place orders and track commissions and bonuses.
4.14. Income Taxes
Each Distributor is responsible for paying local, state and federal taxes on any income generated as a Distributor. If an UNO business is tax exempt, the Federal Tax Identification Number must be provided to UNO. Every year, UNO will provide IRS Form 1099 (non-employee compensation) earnings statement to each U.S. resident who (a) had earnings of over $600 in the previous calendar year or (b) made purchases during the previous calendar year in excess of $5,000 wholesale. UNO cannot accept a tax-exempt certificate from an Distributor who resides in a state where tax exempt status is not granted for Direct Sales businesses. Distributors are encouraged to check with their state government before sending a form to UNO.
4.15. Independent Contractor Status
Distributors are independent contractors and are not purchasers of a franchise or a business opportunity. The agreement between UNO and its Distributors does not create an employer/employee relationship, agency, partnership or joint venture between the Company and the Distributor. Distributors shall not be treated as an employee for his or her services or for federal or state tax purposes. All Distributors are responsible for paying local, state and federal taxes due from all compensation earned as a Distributor of the Company. The Distributor has no authority (expressed or implied) to bind the Company to any obligation. Each Distributor shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Distributor Agreement Form, and these Policies and Procedures, and applicable laws. If required by law to declare any UNO Distributors be classified as employees, UNO reserves the right to discontinue operating within the jurisdiction making such declaration.
The name of UNO and other names as may be adopted by UNO are proprietary trade names, trademarks and service marks of UNO. As such, these marks are of great value to UNO and are supplied to Distributors for their use only in an expressly authorized manner. Use of the UNO name on any item not produced by the Company is prohibited except as follows:
All Distributors may list themselves as an “UNO Distributor” in the residential telephone directory (“white pages”) under their own name. Distributors may not place telephone directory display ads in the classified directory (“Yellow Pages”) using UNO’s name or logo. Distributors have no right to use the name “UNO” not in the syntax of “UNO” on any item not produced by the company.
Distributors may not answer the telephone by saying “UNO,” “UNO Processing,” or in any other manner that would lead the caller to believe that he or she has reached the corporate offices of UNO.
Advertising is not limited to print media; it also includes internet advertising and other forms of advertising. It is prohibited for a Distributor to use an internet or email address that utilizes the trade name UNO, or includes UNO in a portion of the address. It is also prohibited for a Distributor to use any website materials that reference or relate to UNO that are not authorized in writing by UNO on a website. It is also prohibited for a Distributor to place links to unauthorized websites or webpages onto a website or webpage that has been authorized by UNO. It is also prohibited for a Distributor to use any website materials on a website that references or relates to UNO that is not authorized in writing by UNO.
4.16.1. Business Pursuits Coverage
You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy may not cover business related injuries or the theft of or damage to your business. Contact your insurance agent to make sure that your business property is protected.
4.17. International Marketing
Because of critical legal product and tax considerations, UNO must limit the marketing and enrollment of UNO services and the presentation of the UNO business to prospective customers, Merchants and Distributors located within any jurisdiction officially opened by UNO. Distributors are only authorized to do business in the countries in which UNO has announced are open for business in official Company literature.
4.18. Laws and Ordinances
Distributors shall comply with all federal, state and local laws and regulations in the conduct of their businesses. Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to Distributors because of the nature of their business. However, Distributors must obey those laws that do apply to them. If a city or county official tells a Distributor that an ordinance applies to him or her, the Distributor shall comply with the law.
Distributors shall not enroll or recruit individuals under the age of 18 into the UNO program. The one exception to this is if the minor has been adjudicated as an emancipated minor by a court of competent jurisdiction.
4.20. Actions of Household Members or DISTRIBUTOR Individuals.
If any member of a Distributor household, family, or other Distributor individual engages in any activity that, if performed by the Distributor, would violate any provision of the Agreement, such activity will be deemed a violation by the Distributor and UNO may take disciplinary action pursuant to the Statement of Policies against the Distributor.
An exception to the one-business-per- Distributor rule will be considered on a case-by-case basis if two Distributors marry. Requests for exceptions to this policy must be submitted in writing to the Compliance Department.
4.2o.2. UNO Household Restrictions
Individuals of the same family unit may only hold a single postition together. A “family unit” is defined as spouses or domestic partners.
4.21. Legal Status as Distributor
Some countries have recently passed legislation which further limits and identifies the requirements to maintain independent contractor status. It is important to know what your country laws are on this subject. UNO will take no action which may subject them to a situation whereby the Representatives shall be considered employees.
4.22. Requests for Records
Any request from a Distributor for copies of invoices, agreements, Downline activity reports or other records/reports will require a fee of $1.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.
4.23. Sale, Transfer or Assignment of UNO Business
Although an UNO business is a privately owned, independently operated business, the sale, transfer or assignment of an UNO business, and the sale, transfer or assignment of an interest in a Business Entity that owns or operates an UNO Distributor business, is subject to certain limitations. If a Distributor wishes to sell his or her UNO business, or interest in a Business Entity that owns or operates an UNO business, the following criteria must be met:
- The selling Distributor must offer UNO the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer. UNO shall have fifteen (15) days from the date of receipt of the written offer from the seller to exercise its right of first refusal.
- The buyer or transferee must become a qualified Distributor. Before the sale, transfer or assignment can be finalized and approved by UNO, any debt obligations the selling party has with UNO must be satisfied.
- The selling party must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign an UNO Distributor business.
Prior to selling a Business Entity interest, the selling party must notify UNO’s Compliance Department in writing and advise of his or her intent to sell UNO’s business or Business Entity interest. The selling party must also receive written approval from the Compliance Department before proceeding with the sale.
4.24. Separation of an UNO DISTRIBUTOR Business
In the event of a dissolution of marriage of an UNO Distributor, and a spouse, arrangements must be made to assure that any division of the business assets is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship. If the separating parties fail to provide for the best interests of other Distributors and the Company, UNO may be forced to involuntarily terminate the Distributor Agreement. UNO will make no arrangements without court approval or direction.
During the pendency of a divorce or dissolution, the Company shall treat the business according to the status quo as existed prior to the filing of the divorce or dissolution.
Under no circumstances will the Downline Organization of divorcing spouses be divided. Similarly, under no circumstances will UNO split commission and bonus checks between divorcing spouses. UNO will recognize only one Downline Organization and will issue only one commission check per UNO business per commission cycle. Commission checks shall always be issued to the individual whose name appears on the Distributor Agreement. UNO will in no case be liable or responsible for any error in payment to either party to the divorce.
All active Distributors in good standing have the right to sponsor and enroll others into UNO. Each prospective Distributor has the ultimate right to choose his or her own sponsor. If two Distributors claim to be the sponsor of the same new Distributor, the Company shall regard the first application received by the Company as controlling.
4.26. The Data Management Rule
The Data Management Rule is intended to protect the Line of Sponsorship (LOS) for the benefit of all Distributor, as well as UNO. LOS information is information compiled by the Company that discloses or relates to all or part of the specific arrangement of sponsorship within the UNO business, including, without limitation, Distributor lists, sponsorship trees, and all Distributor information generated therefrom, in its present and future forms. The UNO LOS constitutes a commercially advantageous, unique, and proprietary trade secret (Proprietary Information), which it keeps proprietary and confidential and treats as a trade secret. UNO is the exclusive owner of all Proprietary Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by UNO and its Distributor. Through this Rule, Distributors are granted a personal, non-exclusive, non-transferable and revocable right by UNO to use Proprietary Information only as necessary to facilitate their business as contemplated under these Policies and Procedures. The Company reserves the right to deny or revoke this right, upon reasonable notice to the Distributor stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of UNO, such is necessary to protect the confidentiality or value of Proprietary Information. All Distributors shall maintain Proprietary Information in strictest confidence, and shall take all reasonable steps and appropriate measures to safeguard Proprietary Information and maintain the confidentiality thereof.