TABLE OF CONTENTS

 

NUI SOCIAL TERMS AND CONDITIONS

 

NUI SOCIAL POLICIES AND PROCEDURES



 

NUI SOCIAL TERMS AND CONDITIONS

 

INTRODUCTION

NUI SOCIAL is a social Membership network that provides marketing for mobile apps, products and services. It is important
to understand that your success and the success of your fellow Members and Customers is dependent upon your collective
integrity. To clearly define the relationship that exists between Members or Customers and NUI SOCIAL, and to set clear
standards for acceptable business conduct, NUI SOCIAL has established these Policies and Procedures.

NUI SOCIAL Members and Customers are required to comply with all the terms and conditions set forth in these Policies and
Procedures. NUI SOCIAL may amend these Policies and Procedures at its sole discretion from time to time. Because you
may be unfamiliar with many of these standards of practice, it is very important that you read and abide by these Policies
and Procedures. Please review the information in this manual carefully. If you have any questions regarding any policy
or rule, do not hesitate to seek an answer from NUI SOCIAL. The most current version of these Policies and Procedures
can be found on the company’s official website.

 

PART I: MEMBER AND CUSTOMER TERMS

NUI SOCIAL Member and Customer Agreement

 

Section 1: Acceptance of the Agreement

1.1 The term “Agreement” as used herein collectively refers to the NUI SOCIAL Member Application and Agreement and
Customer Application and Agreement, these NUI SOCIAL Policies and Procedures, the NUI SOCIAL Compensation Plan, the NUI
SOCIAL Terms of Use, and the NUI SOCIAL Business Application (if applicable).

1.2 By enrolling as a NUI SOCIAL Member or Customer you agree to be bound by the terms of the Agreement.
 

Section 2: Software Purchases and App, Software, Portal and Website Updates

2.1 The Member or Customer will need to enroll and then update and maintain their Nui Social dashboard and back-office
access (“software”) to current versions to be compliant and to be able to participate in Nui Social programs.

2.2 The Members who were enrolled prior to January 1, 2018 are grandfathered into Nui Social’s software for a lifetime;
and for those enrolled after this date, you may update and maintain your software by using points or cash.

2.3 Cancellation requests will be effective in the calendar month in which NUI SOCIAL receives written notice unless
the debit has already been processed. If the notice to cancel is received after the debit has been processed, the cancellation
will be effective in the following calendar month.

 

Section 3: IRS W9 Information

3.1 The Tax ID number provided to Nui Social must match the name as shown on your income tax return to avoid backup
withholding. For individuals that are United States citizens, or legal permanent or temporary residents, this is your
social security number. If correct, acknowledge by checking the box below, which will serve as your electronic signature.
For further information, please see the official IRS W9 form instructions: http://www.irs.gov/pub/irs-pdf/fw9.pdf

 

Section 4: Amendment

4.1 Because federal, state, territorial, and local laws, as well as the business environment, periodically change,
NUI SOCIAL reserves the right to amend the Agreement and its prices at its sole and absolute discretion.

4.2 By signing the Member Application and Agreement, a Member or Customer agrees to abide by all amendments or modifications
that NUI SOCIAL elects to make. Amendments shall be effective upon publication on the official NUI SOCIAL website. NUI SOCIAL,
at its option, may also provide or make available to all Members and Customers a complete copy of the amended provisions
by one or more of the following methods: (a) posting on NUI SOCIAL’s official Member or Customer web site; (b) electronic
mail (e-mail); (c) inclusion in Company periodicals; (d) inclusion in product orders; or (e) special mailings. Member’s
or Customer’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

 

Section 5: Member and Customer Consent

5.1 A Member or Customer hereby consents to NUI SOCIAL’s use of the Member’s or Customer image including, but not
limited to: the Member’s or Customer’s name, professional name(s), photographs, testimonials, likeness, title, positions,
voice(s), biography, and any film footage, video tapes, audio tapes, recordings, articles, and interviews of the Member
or Customer, in any form and medium whatsoever, when created in connection with any NUI SOCIAL product or opportunity,
any events, promotions, and/or conventions to advertise, promote, and publicize NUI SOCIAL product or the NUI SOCIAL
Business Opportunity.

5.2 A Member or Customer may withdraw this consent by notifying NUI SOCIAL in writing and providing at least thirty
(30) days advance notice before such withdrawal takes effect.

 

Section 6: Communication

6.1 By signing and submitting this agreement, a Member or Customer agrees that NUI SOCIAL or any party acting on
its behalf may contact the Member or Customer by the provided telephone number or e-mail address concerning his or her
NUI SOCIAL account and Member or Customer status during the term of this Agreement.

6.2 Members and Customers also acknowledge that they agree to accept electronic copies (emails, scans, reprints,
or other formats) as being the same as the original documents, and that documents, requests, and authorizations submitted
electronically on behalf of the Member or Customer are explicitly deemed to have the same force in law as their manual
signature.

 

Section 7: Independent Contractor Status

7.1 Members are Independent contractors and are not purchasers of a franchise or business opportunity. The agreement
between NUI SOCIAL and its Members and Customers does not create an employer/employee relationship, agency, partnership,
or joint venture between NUI SOCIAL and the Member.

7.2 Member shall not be treated as an employee for his or her services for Federal or local tax purposes. All Members
and Customers are responsible for paying local, state (provincial), and Federal taxes due from all compensation earned
as a Member or Customer of NUI SOCIAL.

7.3 The Member has no authority (expressed or implied), to bind NUI SOCIAL to any obligation. Each Member shall establish
his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Member Agreement,
these Policies and Procedures, and applicable law.

 

Section 8: Client Confidentiality

8.1 NUI SOCIAL relationships with its clients are confidential. A Member or Customer shall not contact or communicate,
directly or indirectly, in any way with any NUI SOCIAL client except at specific NUI SOCIAL events the client may attend
at the request of NUI SOCIAL.

 

Section 9: Non-Circumvention

9.1 A Member or Customer warrants that by entering into this Agreement, the Member or Customer does not violate any
other agreements the Member or Customer has entered into with a third party, and further, that the Member or Customer
has not entered into any agreement or contract that may invoke a non-competition restriction by any employer or other
person or company that will restrict or prevent the Member or Customer from performing the Member’s or Customer’s duties
hereunder, and that the Member or Customer has no existing contractual or fiduciary duties that would prevent the Member
or Customer from receiving the benefits of, and performing the duties of, this Agreement.

9.2 Members and Customers agree to indemnify NUI SOCIAL and NUI SOCIAL’s directors, officers, employees, and agents,
and hold them harmless for any and all liability including judgements, civil penalties, refunds, attorney fees, court
costs, or lost business incurred by NUI SOCIAL as a result of claims or legal action brought against Member or Customer
by any former employer or other person or company alleging breach of agreement or other violation of any non-competition
agreement.

9.3 This provision will survive the termination of this Agreement.

 

Section 10: Delays

10.1 NUI SOCIAL shall not be responsible for delays or failures in performance of its obligations when performance
is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation,
strikes, labor difficulties, riot, war, fire, death, lack of content for review, curtailment of supply, or government decrees
or orders.

 

Section 11: Limitation of Liability

11.1 Regardless of the form of claim, whether in tort, agreement, or other, NUI SOCIAL and its officers, employees,
and agents shall not be liable for any consequential, incidental, special, or punitive damages, including lost profits,
for any claims made by a Member or Customer related to the Agreement. No legal action may be brought by either party
to the Agreement more than one (1) year after the event giving rise to the cause of action that has occurred.

 

Section 12: Arbitration, Governing Law, and Jurisdiction

12.1 This Agreement shall be governed by the law of the State of Utah. You irrevocably consent to settle any suit,
action, or proceeding arising out of, or relating to, the Agreement by binding arbitration in the State of Utah. Each
party having a concern shall first give notice of the offense and allow at least thirty (30) days for the other party to
cure.

12.2 In the event of dispute, the prevailing party shall be reimbursed attorneys’ fees and reasonable travel and
accommodation expenses by the other party.

 

Section 13: Waiver

13.1 No failure of NUI SOCIAL to exercise any right or power under the Agreement or to insist upon strict compliance
by a Member or Customer with any obligation or provision of the Agreement, and no custom or practice of the parties at
variance with the terms of the Agreement, shall constitute a waiver of NUI SOCIAL’s right to demand exact compliance
with the Agreement.

13.2 Waiver by NUI SOCIAL can be effectuated only in writing by an authorized officer of NUI SOCIAL.

13.3 NUI SOCIAL’s waiver of any particular breach by a Member or Customer shall not affect or impair NUI SOCIAL rights
with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Members or
Customers. Nor shall any delay or omission by NUI SOCIAL to exercise any right arising from a breach affect or impair
NUI SOCIAL rights as to that or any subsequent breach.

13.4 The existence of any claim or cause of action of a Member or Customer against NUI SOCIAL shall not constitute
a defense to NUI SOCIAL’s enforcement of any term or provision of the Agreement.

 

Section 14: Severability

14.1 If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable
for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall
remain in full force and effect and shall be construed as if such invalid or unenforceable provision never comprised a part
of the Agreement.

 

Section 15: Maintaining your Nui Social Member or Customer status

 
15.1 As a Member or Customer, it is your duty to keep the information contained in your Member Agreement or Customer or Business Entity Form current and accurate. You must immediately inform Nui Social of any changes affecting the accuracy of information contained in these documents. Nui Social may terminate a Member or Customer Account or declare a Member Agreement or Customer Agreement void from its inception if Nui Social determines you provided false or inaccurate information. If you fail to update your Member Agreement or Customer Agreement or Business Entity Form, Nui Social may suspend your account or take other disciplinary action, including termination.

15.2 You must submit a new Member Agreement or Customer Agreement or Business Entity Form with “Amended” written across the top to change your Member or Customer Account information. Any amended Member Agreement or Customer Agreement must be signed by you. A Business Entity’s amended Member Agreement or Customer Agreement must be signed by the Primary Participant of the Business Entity. An amended Business Entity Form must be signed by all Participants of the Business Entity. Nui Social may charge a fee for processing changes to the Member Agreement or Customer Agreement and Business Entity Form. Nui Social may refuse to accept any amendments.

 

PART II: NUI SOCIAL TERMS OF USE

PLEASE READ THESE TERMS (“TERMS”) CAREFULLY BEFORE USING THIS WEB SITE. USING THE NUI SOCIAL WEB SITE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE NUI SOCIAL WEB SITE.

 

Section 1: Site Use

1.1 Unless otherwise specified, the web sites and mobile applications (“Web Sites”) maintained by NUI SOCIAL and its Members or Customer and subsidiaries are for your personal use and are for informational purposes only. You may not modify, copy, distribute, transmit, display, reproduce, publish, license, create derivative works from, transfer, or sell any information obtained from NUI SOCIAL Web Sites without express written permission from NUI SOCIAL.

1.2 NUI SOCIAL authorizes you to view and download the materials on this Web Sites for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained in the original materials or any copies of the materials (“Materials”). You may not modify the Materials on the Web Sites in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose without permission. For purposes of these Terms, any use of these Materials on any other website or networked computer environment for any purpose is prohibited. The materials on the Web Sites are copyrighted and any unauthorized use of any materials on the Web Sites may violate copyright, trademark, and other laws.

1.3 If you breach any of these Terms, your authorization to use the Web Sites automatically terminates and you must immediately destroy any downloaded or printed materials.

 

Section 2: Third Party Links

2.1 NUI SOCIAL may from time to time provide on its Website links to other websites. Those websites are not controlled by NUI SOCIAL and we are not responsible for any content contained on any such website. While we try to link only to sites that share our high standards and respect for privacy, NUI SOCIAL is not responsible for the privacy practices employed, or not employed, by other websites.

2.2 We recommend that you review the privacy and security policies of each website you visit. If you have comments or questions about our privacy policy, please contact compliance at compliance@nui.social

 

Section 3: User Submissions

3.1 Other than personally identifiable information, which is covered under the NUI SOCIAL Online Privacy Policy, any material, information or other communication you transmit or post to the Web Sites (“Communications”) will be considered non-confidential and non-proprietary. NUI SOCIAL will have no obligations to you with respect to the Communications.

3.2 NUI SOCIAL and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes. You are prohibited from posting or transmitting to or from the Web Sites any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law or NUI SOCIAL policies, terms or conditions.

3.3 The testimonials express the views of the author of the testimonial, not necessarily the views of NUI SOCIAL. Message content may or may not have been created by, verified by, or adopted by NUI SOCIAL.

 

Section 4: No Unlawful or Prohibited Use

4.1 As a condition of your use of the Web Sites, you warrant to NUI SOCIAL that you will not use the Web Sites for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Web Sites in any manner which could damage, disable, overburden, or impair the Web Sites or interfere with any other party’s use and enjoyment of the Web Sites.

4.2 You may not obtain or attempt to obtain any Materials or information through any means not intentionally made available or provided for through the Web Sites.

 

Section 5: Disclaimer

5.1 Materials provided on the Web Sites are provided “as is”, without warranty of any kind, either express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property. NUI SOCIAL specifically does not make any warranties or representations as to the accuracy or completeness of the Materials on the Web Sites. NUI SOCIAL may make changes to the Materials on the Web Sites, or to the products and prices described in them, at any time without notice.

5.2 Information published on the Web Sites may refer to products, programs or services that are intended for use only in a specific country and may not be used or relied upon in any other country. The exclusions above shall apply to fullest extent allowed by any applicable laws, although the exclusion of implied warranties may not apply to you.

5.3 In no event will NUI SOCIAL, its suppliers, or third parties mentioned on this Web Site be liable for any damages whatsoever (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of use of the Web Sites, or any websites linked to this site, or the materials or information contained at any or all such sites, whether based on warranty, contract, tort or any other legal theory and whether or not advised of the possibility of such damages. If your use of the materials or information from this site results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
The Web Sites may contain links and references to third-party web sites. The linked sites are not under the control of NUI SOCIAL, and NUI SOCIAL is not responsible for the content of any linked site or any link contained in a linked site. NUI SOCIAL provides these links only as a convenience, and the inclusion of a link or reference does not imply the endorsement of the linked site by NUI SOCIAL.

5.4 If the Web Sites contain bulletin boards, chat rooms, access to mailing lists or other message or communication facilities (collectively, “Forums”), you agree to use the Forums only to send and receive messages and materials that are proper and related to the particular Forum. By way of example and not as a limitation, you agree that when using the Forums, you shall not do any of the following:

A. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

B. Publish, post, distribute or disseminate any defamatory, infringing, obscene, indecent or unlawful material or information;

C. Upload or attach files that contain software or other material protected by intellectual property laws (or by rights of privacy and publicity) unless you own or control the rights thereto or have received all consents therefore as may be required by law;
D. Upload or attach files that contain viruses, corrupted files or any other similar software or programs that may damage the operation of another’s computer;

E. Delete any author attributions, legal notices or proprietary designations or labels in any file that is uploaded;

F. Falsify the origin or source of software or other material contained in a file that is uploaded;

G. Advertise or offer to sell any goods or services, or conduct or forward surveys, contests or chain letters, or download any file posted by another user of a Forum that you know, or reasonably should know, cannot be legally distributed in such manner.
H. You acknowledge that all Forums and discussion groups are public and not private communications. Further, you acknowledge that chats, postings, conferences, emails and other communications by other users are not endorsed by NUI SOCIAL, and that such communications shall not be considered to have been reviewed, screened or approved by NUI SOCIAL. NUI SOCIAL reserves the right to remove, for any reason and without notice, any content of the Forums received from you, including, without limitation, email and bulletin board postings.

 

Section 6: Termination/Access Restriction

6.1 NUI SOCIAL reserves the right, in its sole discretion, to terminate your access to any or all NUI SOCIAL Web Sites and the related services or any portion thereof at any time, without notice.

 

Section 7: General

7.1 The Agreement is governed by the laws of the State of Utah, U.S.A. You hereby consent to the exclusive jurisdiction and venue of the courts in Utah County, Utah, U.S.A. for all disputes arising out of or relating to the use of the NUI SOCIAL Web Sites or the enforcement or interpretation of the Agreement. Use of the NUI SOCIAL Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and NUI SOCIAL because of this agreement or your use of the NUI SOCIAL Web Sites. NUI SOCIAL’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of NUI SOCIAL’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Web Sites or information provided to or gathered by NUI SOCIAL with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provisions will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between you and NUI SOCIAL with respect to the NUI SOCIAL Web Sites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and NUI SOCIAL with respect to the Web Sites. A printed version of this agreement and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same condition as other business documents and records originally generated and maintained in printed form.

 

Section 8: Copyright and Trademark Notices

8.1 All contents of the NUI SOCIAL Web Sites are: Copyright © NUI SOCIAL 2016. 2600 W Executive Parkway, Suite #500, Lehi, Utah, 84043 NUI SOCIAL. All rights reserved.

 

Section 9: Trademarks

9.1 NUI SOCIAL, and other words and product names referenced herein are either trademarks or registered trademarks of NUI SOCIAL. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

9.2 All rights not expressly granted herein are reserved.

 

PART III: ESIGN CONSENT TO USE ELECTRONIC RECORDS AND SIGNATURES

Under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001, et seq.), you may consent to this Agreement electronically. Please read the following information carefully:

  1. An electronic record will evidence this Agreement between you and NUI SOCIAL. By clicking on “I Agree” below, you consent to the use of an electronic signature and record for, and electronically acknowledge that you have read the Agreement and agree to be bound by the terms and conditions therein.
  2. To access the Agreement, any other applicable documents and to submit your online Member Application or Customer Application, you will need a personal computer or device with Internet access with an operating system capable of supporting access to all electronic records, an operational Internet browser we support, Adobe Reader, electronic storage if you wish to retain records in electronic form, and a printer if you wish to print and retain paper records.
  3. This consent applies to any documents or records that may be provided to you or made available during the course of your relationship with NUI SOCIAL.

  4. You have the option to have the record of this Agreement provided to you on paper or in non electronic form, or to withdraw your consent to the Agreement.
  5. To withdraw your consent to the Agreement, or to request the record of this Agreement on paper, please send your written request to: NUI Social, Inc., Attn: Compliance Department, 2600 Executive Parkway Suite 500 Lehi, Utah 84043. Your request must contain your full name, email address, and Member ID or Customer ID.
  6. Any updates to your email address or other contact information should be emailed to support@nui.social.

 

NUI SOCIAL POLICIES AND PROCEDURES

 

SECTION 1: INTRODUCTION

 

1.1 PURPOSES OF THE POLICIES AND PROCEDURES

Nui Social has developed the following guidelines to assist in the success of the Company and its Members and Customers. These policies will provide the following:

  1. Protect the rights of the Customers by providing a framework within each Customer may work in an ethical, effective and secure manner
  2. Provide a standard to ensure Nui Social maintains an equal and fair playing field
  3. Define contractual relationship between Nui Social and its Members and Customers
  4. Inform Nui Social Members and Customers of is Compliance and Regulatory requirements and practices

1.2 AMENDMENTS

Nui Social reserves the right to make modify these Policies and Procedures upon 30 days notice by publication on Nui.social. You agree that 30 days after such notice, any modification becomes effective and is automatically incorporated into these Policies and Procedures as an effective and binding provision. By continuing to act as a Member or accepting any compensation after the modifications have become effective, you acknowledge acceptance of the new terms.

1.3 WAIVERS & EXCEPTIONS

No failure of Nui Social to exercise any right or power under these Policies and Procedures or to insist upon immediate or strict compliance by a Member with any obligation or provision herein, and no custom or practice of the parties at variance with the terms herein, shall constitute a waiver of Nui Social’s right to demand exact compliance with these Policies and Procedures. Waiver by Nui Social can be effectuated only in writing by an authorized officer of Nui Social. Nui Social’s waiver of any particular breach by a Member shall not affect or impair Nui Social rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Members. Nor shall any delay or omission by Nui Social to exercise any right arising from a breach affect or impair Nui Social rights as to that or any subsequent breach.

1.4. INTEGRATED CONTRACT

These Policies and Procedures are the final expression of the understanding and agreement between you and Nui Social concerning all matters touched upon herein and supersedes all prior and contemporaneous agreements of understanding (both oral and written) between you and Nui Social. These Policies and Procedures invalidate all prior notes, memoranda, demonstrations, discussions and descriptions relating to the subject matters covered herein. These Policies and Procedures may not be altered or amended except as provided herein. The existence of these Policies and Procedures may not be contradicted by evidence of any alleged prior contemporaneous oral or written agreement.

1.5 SEVERABILITY

If any provision of these Policies and Procedures, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid or unenforceable provision never comprised a part of these Policies and Procedures.

1.6. GOVERNING LAW/JURISDICTION

These Policies and Procedures are governed by the laws of the State of Utah, U.S.A. You hereby consent to the exclusive jurisdiction and venue of the courts in Utah County, Utah, U.S.A. for all disputes arising out of or relating to any dispute, enforcement or interpretations of the terms herein. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Nui Social because of these Policies and Procedures.

1.7 BREACH AND REMEDIES

Any breach of the Agreement, including these Policies and Procedures, or any illegal, fraudulent, deceptive or unethical business conduct by a Member may result, at Nui Social’s discretion, in one or more of the following actions:

  1. Issuance of a written warning or admonition;
  2. Issuance of a writing that directs the Member to take immediate corrective measures;
  3. Loss of rights to one or more bonus and commission checks; in whole or in part;
  4. The withholding of Financial Distributions during the period that Nui Social is investigating any conduct that allegedly violates the Agreement;
  5. Suspension of the Agreement for one or more pay periods;
  6. Cancellation of the Agreement;
  7. Cancellation of the Agreement of any other of the Member’s Immediate Household or of an Affiliated Individual who is in association with the breaching Member;
  8. Any other measure expressly allowed by the Agreement of which Nui Social deems necessary to implement and appropriate in order to provide a remedy for injuries caused partially or exclusively by the Member’s breach;
  9. The commencement of legal proceedings for monetary or equitable relief or both.

1.8 SUCCESSORS & CLAIMS

These Policies and Procedures will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

1.9 HEADINGS

Headings herein are for convenience of reference only and are not to be used to construe any of the terms or provisions herein.

1.10 TRANSLATIONS

If there are any discrepancies or inconsistencies between the English version of these Policies and Procedures and any translation thereof, this English version will be controlling.

1.11 NOTICES

Any notice or other communications to be given under these Policies and Procedures must be in writing and be delivered personally, transmitted by facsimile or sent by first class, certified, registered or express mail, postage prepaid. Notices will be deemed given when delivered personally, or if transmitted by facsimile, one day after the date of that facsimile, or if mailed, five days after the date of mailing to the address of Nui Social’s headquarters at 2600 W Executive Parkway, Suite #500, Lehi, UT, 84043, Utah or to the Member’s address as provided in their Member Agreement including any amendments or updates.

 

SECTION 2: SETTING UP YOUR MEMBER ACCOUNT

 

2.1 REQUIREMENTS TO BECOME A MEMBER

To become a Nui Social Member, each applicant must:

2.2 RENEWAL OF AGREEMENT

You may choose between an annual membership which will be automatically charged to the credit/debit card you provided at the time of enrollment. To stop any automatic payments you must notify NUI SOCIAL customer support at support@nui.social 14 days before the next automatic payment. For refunds and chargebacks see SECTION 9.

2.2.1 ANNUAL RENEWAL

The term of this agreement and each subsequent renewal is annually. Unless a party notifies the other of its intent to terminate the agreement, I understand and agree that the agreement is renewed automatically each year. I understand and agree that I will need to pay the Membership free yearly. I agree that NUI SOCIAL may automatically charge my credit/debit card in the amount of my Membership fee each year on or around my anniversary date. I understand and agree that NUI SOCIAL may suspend my NUI SOCIAL account if payment is declined.

2.3 ACCEPTANCE OF YOUR MEMBER OR CUSTOMER AGREEMENT

Nui Social reserves the right to reject any Member Agreement application in its sole discretion. You become a Member only after Nui Social processes and accepts your Member Agreement. If you submit more than one Agreement, the first agreement to be processed and accepted by Nui Social will determine your position in the Nui Social genealogy.

 

SECTION 3: OPERATING YOUR NUI SOCIAL MEMBER ACCOUNT

 

3.1 ETHICAL STANDARDS

Each Member must maintain their Member Account and otherwise conduct business in a courteous, professional and ethical manner. Examples of unethical and forbidden behavior include but are not limited to:

  1. Misrepresenting the Nui Social applications, products, or services, or Compensation Plan.
  2. Engaging in any deceptive or unlawful trade practice or other illegal or unlawful activity.
  3. Creating or publishing advertising material without prior Company approval.
  4. Any unauthorized use of the Nui Social names, trade names, domain names, patent information, trademarks, or logos.
  5. Manipulating the Nui Social Compensation Plan.
  6. Defaming, making libelous statements or impugning Nui Social, its applications, products, services, staff executives, vendors, clients, Members, Customers or other Members.
  7. Making false or misleading claims about potential earnings under the Compensation Plan or about the benefits of being a Member.
  8. Making false or misleading claims about Nui Social future expansions.
  9. Encouraging or recommending that Members, Customers or prospective Members or Customers incur debt to participate in the business.
  10. Creating any electronic or paper forms to collect Member or Customer payments or personal information on behalf of Nui Social.
  11. Cross-Sponsoring another Member’s Team Building Structure.
  12. Unauthorized use of another person’s credit card.
  13. Use of Emulators. Upon suspicion that a Member is using an emulator or device or scheme of similar effect, Nui Social may suspend the Member Account immediately without notice and investigate. Notice of investigation shall be given as soon as practicable. If no evidence of improper activity is found the Member Account will be reinstated. If evidence satisfactory to, and in the sole discretion of, Nui Social is found then the Member’s account shall be immediately terminated.

3.2 ADHERENCE TO THE NUI SOCIAL COMPENSATION PLAN

Nui Social’s Compensation Plan Policies and Procedures are found in the Nui Social Compensation Plan, which is incorporated by this reference herein as if fully set forth herein. The Nui Social Compensation Plan is available at Nui.Social. Members agree to adhere to the Nui Social Compensation Plan as it is set forth herein and in all Nui Social literature.

3.2.1

An active Member can earn commission bonuses from the Actions of the Members and/or Customers in their Team Building Structure, according to the tiers they are qualified for and in accordance with the Nui Social Compensation Plan.

3.2.2

Customers can earn commission bonuses from Actions of other Members of Customers in accordance with the Nui Social Compensation Plan.

3.2.3

All personal Actions performed by Members, as well as Customers, earn Nui Reward Points which can be used in the Redemption Center(REACH). Only Members with a current Membership Subscription will be eligible to earn personal Nui Rewards Points.

3.2.4

No guarantee of Actions. Nui Social cannot and does not represent or warrant that it will provide a certain amount of Actions, work, or any amount of commissions or bonuses to or for its Members.

3.2.5

Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes, but is not limited to the direct or indirect involvement of: (1) the enrollment of individuals or entities without the knowledge of and/or execution of a Member Application and Agreement by such individuals or entities; (2) the fraudulent enrollment of an individual or entity as a Member or Customer; (3) the enrollment or attempted enrollment of non-existent individuals or entities as Members or Customers; (4) the use of a credit card by or on behalf of a Member or Customer who is not the account holder of such credit card; and (5) purchasing Nui Social products on behalf of another Member or Customer to qualify for commissions, bonuses or incentives.

3.3 ONE INDIVIDUAL PER MEMBER ACCOUNT

Only one individual may apply to become a Nui Social Member per Member account. If an individual desires to include a spouse or cohabitant on the Member Agreement form, then the spouse or cohabitant may also be included on the Member Agreement form. Except for the addition of spouses or co-habitants, if more than one person wants to participate as a Member on one Member Account, then the individuals must apply as a Business Entity.

3.3.1

In no circumstance may another individual complete the signup process of another Member. Every individual who desires to become a Member must complete the application individually.

3.4 ONE MEMBER ACCOUNT PER PERSON AND TWO PER HOUSEHOLD

A Member or Customer may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, member, owner or beneficiary, in only one Nui Social Membership or Member account. Individuals of the same family unit may not enter into or have an interest in more than two Nui Social Membership or Customer accounts. A “family unit” is defined as spouses (as further defined below) and dependent children living at or doing business at the same address. In order to maintain the integrity of the Nui Social Compensation Plan, spouses who wish to become separate Nui Social Members must each sign a separate Member Application and Agreement, and must have the same Enroller. An individual may have a ownership interest second position only as they are earned as “second TBS positions”. If a Member account is found to be enrolled by a spouse the Member account in question will be immediately put on hold. Failure to respond or provide verification will result in the Member’s account termination.

3.5 SECOND TBS POSITIONS

Once a Nui Social Member has personally enrolled ten (10) qualifying Members and/or Members into their Personal Enrollment Network, and achieves the rank of Director, they will become eligible to apply for an additional TBS position of the same Membership type. The new TBS position is an additional Member account and will allow the Member to earn commissions on 2 levels. Only one second position will be made available per Member account.

3.5.1

The second TBS position must be enrolled directly under the first Member account.

3.5.2

The second TBS position can be manually placed in any existing open spot in the TBS of the first Member account.

3.5.3

To apply for a second TBS position, the Member must contact compliance at compliance@nui.social. The new TBS position will be provided with no enrollment cost. However, the T&C’s must be accepted on the second position.

3.6 AGE REQUIREMENTS

You must be at least 18 years old to become a Nui Social Member.

3.7 COUNTRY OF LEGAL RESIDENCY

Your Member Agreement must be filed and maintained in the country where you are a legal resident or citizen and where you have a legal right to do the business. If you are unable to prove your legal residency, citizenship, or legal right to do business in the country where you have filed your Member Agreement, Nui Social may declare your Member Agreement void from its inception. You may only file to be a Member in an Authorized Country.

3.7.1

“Authorized Country” means a country in which Nui Social is authorized to do business.

3.7.2

We are not allowing enrollments from the following countries: Afghanistan, Albania, Bolivia, Bosnia, Cuba, DRC, Ethiopia, Iran, Iraq, Kenya, Kosovo, Lebanon, Liberia, Macedonia, Montenegro, North Korea, Ivory Coast, Turkey, Ukraine, Vietnam, Yemen, Serbia, Somalia, South Sudan, Sudan, Syria.

3.8 BUSINESS ENTITIES

A Business Entity may submit a Member Agreement. The Agreement must be signed by all shareholders, partners, trustees, members or owners of the relevant Business Entity and must comply with all the following requirements:

3.8.1

Each owner must be a citizen or legal resident and have the legal right to do business in the country where the Business Entity’s Member Agreement has been filed and be able to provide proof of their status and right. If the Business Entity cannot provide proof upon Nui Social’s request, Nui Social may deny the Member Agreement and treat it as void from its inception;

3.8.2

Compensation to a Business Entity will be paid in the Business Entity’s name only. Nui Social is not liable to any Business Entity or its owners if the entity fails to allocate or pay any compensation among its owners;

3.8.3

One owner of each Business Entity must be designated as the primary agent of the entity, and Nui Social may rely and act on any information or representations made by that primary agent to Nui Social.

3.8.4

Any tax-exempt entity must also submit a copy of its IRS determination letter, tax exempt certificate, or other satisfactory evidence of its tax-exempt status.

3.9 CHANGING TO A BUSINESS ENTITY

An individual may change his or her individual Member Account to a Business Entity account at any time, subject to these Policies and Procedures. You must submit a new Member Account Agreement in conjunction with a fully executed Nui Social Name Change Request form to indicate your desired conversion from an individual account to a Business Entity Member Account.

3.10 ADDING A NEW OWNER OF A BUSINESS ENTITY

You may not allow any person to engage in any business on your Member Account, or have a Beneficial Interest in your Member Account, unless your account is an approved Business Entity, and that person has ownership interest in the Business Entity. Nui Social may reject any application to add a new owner in its sole discretion. If Nui Social rejects the application, the person may not participate in the Member Account.

3.11 TAXPAYER IDENTIFICATION NUMBER

You are required to provide Nui Social with your tax identification number, whether you are an individual or Business Entity. You will not be eligible to receive compensation until Nui Social can verify your tax identification number. This requirement applies to any individuals who sign or submit a Member Agreement. Each of the Business Entity’s owners or Members must also provide a tax identification number. Nui Social may hold any compensation due on a Member Account until it verifies the Member (or Member ’s owners’ ) tax identification number(s).

3.12 ENROLLER CHANGES

Nui Social does not allow enroller changes to protect the genealogy of the tree unless in the case of error during enrollment. If you have enrolled under the incorrect enroller send an email to compliance@nui.social.
Requirements to change enroller:

3.12.1

In the event of an error, the Member must email compliance at compliance@nui.social within three (3) business days after signing up, to update the enroller. No form required. Nui Social reserves the right to deny change of enroller request at its sole discretion.

3.12.2

If it has been more than (3) business days but less than 30 days from the date of enrollment with Nui Social. A Member must complete the Enroller Change Request Form. Please send request to receive the form to compliance@nui.social. Nui Social reserves the right to deny request form.

3.12.3

After 30 days. Nui Social will not allow any enroller changes.

3.13 BECOMING A MEMBER UNDER A NEW ENROLLER

If you are a former Member, you may become a new Member under a new enroller only if you have not engaged in any Member or Customer activity, whether for yourself or another person, within the last six (6) months or your account was terminated for cause within the last twelve (12) months. If Nui Social determines that an inappropriate enroller change has occurred or has been solicited, any subsequent Member or Customer may be returned to and be merged with the prior Member or Customer and Nui Social may pursue any other remedies provided herein.

3.14 TEAM BUILDING STRUCTURE CHANGES

Nui Social does not make TBS changes. If there is a TBS error Nui Social will make the proper TBS adjustments in accordance with the Nui Social compensation plan.

3.15 ONE MEMBER OR CUSTOMER ACCOUNT PER INDIVIDUAL

A Member cannot have ownership interest in more than one (1) Nui Social Member Account or Customer Account except in the following cases: (i) marriage of two Members or Customers who each had a Member or Customer Account prior to the marriage, (ii) inheritance of a Member Account by an existing Member,(iii) company gifted TBS position or (iv) as otherwise approved in writing by Nui Social on a case-by-case basis in its sole discretion.

If Nui Social discovers multiple accounts owned by the same Member, the Member will be allowed to keep the first account that was created and paid. Any additional accounts will be immediately terminated and no enrollment or downline transfers from the terminated account will be permitted. The terminated accounts may, at Nui Social’s discretion, revert to the Member enroller. Any missed or anticipate commission will likewise revert. Any commissions that were paid on the duplicate account(s) must be repaid to Nui Social, either directly, or by offset against future commissions until the amount is fully repaid. Requests for exceptions to this policy must be submitted to the Nui Social Compliance Department at compliance@nui.social. Nui Social may refuse any requests in its sole discretion.

3.16 MEMBERSHIP SUBSCRIPTION

Members can change their Nui Social Membership type and product subscription at any time. In the event that a Member decides to change their subscription, Member must pay all applicable fees at the time of the subscription change.

3.16.1

In order to remain active to participate in the features offered by a Membership Subscription, the Member must maintain an active Membership Subscription order, whether annually or monthly.

3.17 INDEPENDENT CONTRACTOR STATUS

All Nui Social Members are Independent contractors. A Member is not an agent, employee, officer, partner, Member or joint-venturer for or with Nui Social, and may not represent themselves as such. All Members:

  1. Are responsible for their business decisions and determine in their sole discretion how, when, where and how much they will work;

  2. Will be paid based on sales or MAPS and not the number of hours worked;

  3. Are subject to entrepreneurial risk and responsible for all losses that you incur as a Member;
  4. Must pay their own business and other fees including but not limited to license fees, insurance premiums, and if required, obtain a federal employment identification number;
  5. Are responsible for all costs of their business including but not limited to travel, entertainment, office, clerical, legal, equipment, accounting, and general expenses without advances, reimbursement, or guarantee from Nui Social; and
  6. You must indemnify Nui Social for all costs and attorneys’ fees incurred by Nui Social for any remedial action needed to exonerate Nui Social in the event that you improperly act on behalf of Nui Social. You must immediately assign to Nui Social any registration of Company names, trademarks, trade names, Products, or URLs registered or reserved in violation of this Section without Nui Social’s reimbursement of any costs you incurred.
  7. Designation Of Nui Social As Employer Prohibited
  8. You may not identify Nui Social as your employer on any form or document including but not limited to loan applications, government forms, employment verification requests, or applications for unemployment compensation.

3.17.1

All Members must pay any self-employment taxes required by federal, state, and local laws, statutes, and regulations. You are responsible for the proper collection and payment of sales tax on retail sales if applicable. You will receive an IRS Form 1099 reflecting relevant tax information related to your Member business.

3.18 MERGER OF MEMBER ACCOUNTS OR ACQUISITION OF BENEFICIAL INTEREST IN MEMBER ACCOUNT

A Member may wish to form a partnership with another existing Member and merge the two Member Accounts or acquire a Beneficial Interest in a Member Account. Except as provided in this Section, the formation of a partnership or merger two between Members, or the acquisition of a Beneficial Interest in a Member Account by a Member who has engaged in any business activity, is prohibited.

3.18.1

Acquisition of Beneficial Interest. Except for those circumstances that may be approved by Nui Social in its sole discretion, if you have engaged in any business activity, you may not, at any time, acquire a beneficial interest in a pre-existing Member Account under a different enroller (whether by purchase, merger, partnership, or otherwise) unless (i) you have terminated your Member Account and had no business activity for six (6) months, and (ii) the Member Agreement for the Member Account in which you want to acquire a Beneficial Interest was submitted to Nui Social after the applicable inactive period of six (6) months.

3.18.2

Merger. Nui Social may, in its sole discretion, consider mergers Member Accounts in the following limited cases: (a) vertical mergers with (i) your immediate upline enroller, or (ii) a Member that is on your first level; (b) horizontal mergers with another Member Account, provided that (i) only one of the Member Accounts is an [rank] or above, and the other Member Account is not a [rank], and (ii) both Member Accounts have the same upline enroller; and (c) any other merger as may be approved by Nui Social in its sole discretion.

3.18.3

Company Review and Additional Requirements. In any case involving the proposed formation of a partnership, mergers, or acquisitions of a beneficial interest, Nui Social will, in its sole discretion, decide whether to approve a requested exception to these Policies and Procedures. During its review Nui Social may impose additional requirements that it deems necessary, including upline notifications and/or approvals.

 

SECTION 4: SALES, TRANSFERS AND ASSIGNMENT OF YOUR MEMBER ACCOUNT

4.1 SALE, TRANSFER OR ASSIGNMENT OF MEMBER ACCOUNT

You may not transfer your Member Account or any associated rights without the prior written consent of Nui Social, which will not be unreasonably withheld. Nui Social may deny consent to any proposed transfer if it determines that the proposed transfer is being done for an improper purpose or to avoid the requirements of these Policies and Procedures. Nui Social will not recognize any assignment (and will hold any compensation due on the assigned Member Account) until it has approved a proposed transfer. If a Member chooses to sell or transfer their Account, the following criteria must be met:

  1. The selling Member Account is in good standing and is not in violation of the terms of the Agreement
  2. The buyer must not be an existing Nui Social Member or Customer, have had any association/ownership of a Nui Social Member or Customer account for six (6) months or had a Nui account that was terminated for cause within the last twelve (12) months.
  3. The Nui Social Transfer of Member form must be completed, in full by both the Seller and Buyer, an must be notarized or accompanied by a an official form of photo identification from both the Seller and Buyer. A downloadable copy of the Transfer of Member form is available in the Member’s back office.
  4. Any exceptions and waivers by Nui Social for the benefit of a Member Account will terminate upon the transfer unless otherwise agreed to in writing by Nui Social.
  5. The Selling Member is deemed to have terminated their Nui Social Member Account. The Seller must wait a period of six (6) months in order to be eligible to apply again to enroll as a Nui Social Member, unless wait period is deemed necessary by Nui Social in its sole discretion.

4.2 SALE, TRANSFER OR ASSIGNMENT OF MEMBER ACCOUNT

Upon the death of a Member, their Account may be transferred to another individual or business entity to his or her heirs or other beneficiaries. Appropriate legal documentation must be submitted to Nui Social to ensure that they transfer is being completed appropriately. Accordingly, a Member should consult an attorney in the preparation of a will or other testamentary instrument

4.2.1

Nui Social will recognize the transfer when it receives, processes and approves a court order or other proper legal documents addressing the transfer to the successor in interest. In addition, the following requirements must be met:

  1. Submit a certified copy of the Death Certificate
  2. A notarized copy of the will or other instrument establishing successor’s right to the Nui Social Member Account
  3. Complete and fully executed Nui Social Independent Application and Agreement

4.2.2

If the successor in interest already has a Nui Social Member Account, Nui Social may grant exception to Section 3.14 ONE MEMBER OR CUSTOMER ACCOUNT PER INDIVIDUAL, in its sole discretion.

4.2.3

If a Member Account is temporarily without an owner due to probate or other court proceedings, an upline Member may be granted permission to operate the Account. As payment for said Member services, that Member will be entitled to twenty percent (20%) of all compensation due to the absent Member until Nui Social recognizes a successor and approves transfer of the Member Account.

4.3 TRANSFER UPON DIVORCE

Upon divorce of a Member, Nui Social will generally not divide compensation or other rewards and will maintain payment of compensation as it existed prior to divorce. Payment pursuant to a divorce decree or other legal documents are the responsibility of the Member, with the exception that Nui Social will comply with any qualified domestic relations order or similar order of any court of competent jurisdiction. Nui Social may, in its sole discretion, on a case-by-case basis, divide compensation on a simple, fixed-percentage basis, pursuant to the written consent of both parties.

4.3.1

If Nui Social agrees to divide compensation on a simple, fixed percentage basis,
the parties to the Member Account agree to hold Nui social harmless from any and all liabilities, losses, costs, damages, judgments, or expenses, including reasonable attorney’s fees, resulting or arising from, directly or indirectly, any acts or omissions by Nui social in dividing the compensation. Nui Social has the right to withhold compensation in the event of a dispute among spouses regarding a Member Account. Nui Social may charge a fee to Member each month as payment for its services in dividing compensation payments.

 

SECTION 5: COMMISSIONS AND BONUSES

 

5.1 UNCLAIMED COMMISSIONS

Unclaimed Commissions are defined as Commissions that have not been paid because of a failure on the part of the Member to supply pertinent information to complete a payment. This includes but is not limited to: failure to supply correct bank account information, Tax ID or any other required personal information; failure to activate Nui Social wallet accounts or other payout methods; failure to submit appropriate tax documentation to receive payments, such as invoices or other tax documentation.

5.1.1

Upon request, Nui Social will reissue Unclaimed Commission payments to Members up to 365 days after issue (or earned). After 365 days from issue Nui Social will re-issue payments, subject to a monthly administration fee of 2% of the Unclaimed Commission per month, with a minimum of $25 per payout, until the payment is reissued, or no balance remains on the account. After this time period, or 365 days, whichever is later, has passed, Nui Social has the right to withdraw those funds from the account and send the funds to the State of Utah as unclaimed property.

5.2 INCENTIVE TRIPS & REWARDS

From time to time, Nui Social may provide incentive trips and other awards to qualified
Members. These awards or trips may be based on qualification and Member’s performance and are provided only to the persons listed on a qualifying Member Agreement.

5.2.1

Incentive trips or awards may not be deferred for future acceptance and have no cash value. No payment or credit will be given to those who cannot or choose not to attend trips or to accept awards.

5.2.2

Although Nui Social pays some or all of the costs of such incentive trips, the Member agrees to indemnify and hold harmless Nui Social for any injury, loss or other damage sustained in association with the trip by the Member and/or its guests. The Member cannot make claim upon, or rely upon, any workman’s compensation or other insurance policy of Nui Social to cover the costs and expenses of any injury, loss or other damage to the Member and/or the Member’s guests.

5.2.3

Nui Social may be required by law to include the fair market value of any incentive awards, trips, etc. on the Member’s end of the year tax report. The Member is liable for applicable taxes and agrees to hold Nui Social harmless from claims of tax liability relating to these incentive trips and awards.

5.2.4

If it is discovered that the Member has made any misrepresentations or has violated any of Policies and Procedures in becoming eligible for these incentives trips and awards, Nui Social may charge the Member for any costs incurred by Nui Social or for any benefits unjustly received by the Member. Nui Social may deduct these costs from commission payments.

5.2.5

Nui Social reserves the right at its sole and absolute discretion to disallow participation for any reason it deems necessary.

5.3 COMMISSION ERRORS

If you believe errors have been made regarding any commissions, bonuses, or charges you must notify Nui Social in writing within sixty (60) days of when the purported error or incident occurred. Failure to provide notice within such sixty (60) day period shall constitute a waiver of all claims.

 

SECTION 6: RESPONSIBILITIES OF MEMBERS

 

6.1 INCOME AND OPPORTUNITY CLAIMS

In their enthusiasm to enroll prospective Members and/or Customers, some Members are occasionally tempted to make income claims or earnings representations to demonstrate the inherent power of network marketing. This is counterproductive as new Members or Members may become disappointed if their results are not as extensive or rapid as the results others have achieved. Moreover, the Federal Trade Commission and several states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in network marketing. No unreasonable or misleading claims or intentional misrepresentation of earnings or potential income may be made by a Member.

6.1.1

Income guarantees of any kind are prohibited as is the exhibition of actual or copies of Commission checks, earnings statements, earnings reports, bank statements, or tax records. Income representations must be honest, based on fact, and supported by proper documentation. In addition, income representations must include a disclaimer as follows:

“These earnings representations are not necessarily representative of the earnings, if any, that a NUI SOCIAL Members can or will actually earn through the NUI SOCIAL Compensation Plan. The success of a Member depends on many factors including but not limited to his or her skill set, work effort, and desire to succeed. No earnings are guaranteed and a Member is not guaranteed to reach a certain compensation level.”

6.2 FUTURE GROWTH CLAIMS

A Member shall not imply or assert that additional products or services will be added to the products and services currently offered by NUI SOCIAL, that enhancements to the NUI SOCIAL Compensation Plan are forthcoming, or that specific territories or areas will be opened or added to the NUI SOCIAL business operation unless or until the change or event has been officially announced in writing by NUI SOCIAL.

6.3 NON-DISPARAGEMENT

A Member may not make any misleading, unfair, inaccurate, or disparaging comparisons, claims, representations, or statements about:

  1. Nui Social or its services or business activities
  2. Other Nui Social Members or their business activities
  3. Other companies, competitors or otherwise, or their products, services or business activities

6.4 NON-SOLICITATION

Members are free to engage with multiple network marketing companies but may not

  1. Promote or advertise any other network marketing company at Nui Social events or on their Nui Social media or material.
  2. Recruit Members or Customers from Nui Social to join another network marketing company or encourage Nui Social Members or Customers to cease or desist their Nui Social opportunities.
  3. Advertise any non-Nui Social products, services, business plan, opportunity or incentive in conjunction with any Nui Social approved marketing material.

In the case that a Member is found to be in violation of this policy, Nui Social will collect evidence against the Member and the Member may face disciplinary action, up to and including termination.

6.5 CROSS-SPONSORING

“Cross-Sponsoring” is defined as the actual or attempted enrollment of a current or existing Nui Social Member or Customer.

In the case that a Member is found to be in violation of this policy, Nui Social will collect evidence against the Member and the Member may face disciplinary action, up to and including termination.

Upon suspicion that a Member is using an emulator or device or scheme of similar effect, Nui Social may suspend the Member Account immediately without notice and investigate. Notice of investigation shall be given as soon as practicable. If no evidence of improper activity is found Member Account will be reinstated. If evidence satisfactory to, and in the sole discretion of, Nui Social is found then the Member’s account shall be immediately terminated.

6.6 MEMBER INCENTIVE PROGRAMS OR PROMISES

Members may offer incentive programs to their team and prospective Members or Customer of their team; however, Members may not publicly advertise such incentive programs because such advertisements may result in, direct or indirect, cross-sponsoring or other violations of the Agreement. Members may not make their team and prospective Member or Customer any type of promises such as: commissions, positions in the TBS, enrollment changes, or any other false promises that may affect NUI SOCIAL, other Members or Customers.

6.7 HARASSMENT

A Member must operate their Account in a manner that is free of harassment, intimidation, threats or abuse. Nui Social will not tolerate harassment of any kind, including but not limited to abuse, insults mistreatment, slander, or other inappropriate behavior related to or based upon race, religion, gender, sexual orientation, or physical or mental limitations and disabilities. Nui Social prohibits any physical or verbal abuse, or soliciting, encouraging, attempting, or consummating any inappropriate or unwelcome written, verbal, electronic or physical relationships, sexual advances, requests for sexual favors, or other physical, verbal, or visual behavior of a sexual nature, with another Member, Customer, employee, client or customer.

6.8 ANTI-CORRUPTION

You must comply with all anti-corruption laws, including the Foreign Corrupt Practices Act (“FCPA”), in the countries in which Nui Social does business. The FCPA requires that you never directly or indirectly (i.e. through an agent) make a payment or gift with the purpose of influencing the acts or decisions of foreign officials. There are some limited exceptions to this rule. Because the rules and exceptions relating to anti-corruption are complex, you should consult with your own legal counsel regarding questions relating to compliance with the FCPA or anti-corruption laws.

6.9 RECORDS REVIEW

As a condition to be a Member, you grant Nui Social the right to review your Member Account records in order to investigate whether you have been operating your Member Account in compliance with these Policies and Procedures. Nui Social may request to review your Member Account records at any time and for any reason. You must comply with any request to review your Member Account records by promptly and completely making your records available for review by Nui Social.

6.10 INDEMNIFICATION

Each Member is fully responsible for all his or her verbal and written statements made regarding Nui Social products, services, and the Compensation Plan which are not expressly contained in current official Nui Social materials. Each Member agrees to indemnify Nui Social and Nui Social’s directors, officers, employees, and agents, and hold them harmless from any and all liability including judgements, civil penalties, refunds, attorney fees, court cost, or lost business incurred by Nui Social as a result of the Member’s unauthorized representations or actions. This provision shall survive the termination of these Policies and Procedures or termination of said Member’s account.

 

SECTION 7: SOCIAL MEDIA POLICY

We all share a great enthusiasm for Nui Social and the business opportunity that being a Nui Social Member offers. Nui Social encourages all Members to share personal experiences regarding Nui Social services, the business opportunity, and their overall experiences. However, for your protection and the protection of Nui Social, we have established the following policies that are intended to govern your conduct about the use of social media websites in conducting your Nui Social business.
 

7.1

Nui Social Members may choose to create a social media presence for themselves or their business with the understanding that establishment of such a presence is not an endorsement of the content by Nui Social. In so doing, Nui Social Members shall clearly identify themselves as a “ Nui Social Member.”

7.2

Nui Social Members should not use any Nui Social trademarks or any Nui Social products trademarks as part of their username/handle, group names, business pages or site names. Any claims made regarding Nui Social products or the business opportunity must be pre-approved by Nui Social before they are posted. To receive pre-approval, please contact the Compliance Department.

7.3

Nui Social Members shall not post derogatory or negative comments about other persons, companies, or products of other companies. Members shall at all times comply with the terms and conditions of usage for any social media sites or services used.

7.3.1

Nui Social has identified three (3) offense levels of derogatory or slanderous comments, defined as:

  1. Promote or advertise any other network marketing company at Nui Social events or on their Nui Social media or material.
  2. Recruit Members or Customers from Nui Social to join another network marketing company or encourage Nui Social Members or Customers to cease or desist their Nui Social opportunities.
  3. Advertise any non-Nui Social products, services, business plan, opportunity or incentive in conjunction with any Nui Social approved marketing material.

7.3.2

All Level 1 and Level 2 social media materials will be recorded and filed as evidence and will be banned from Nui Social owned social media pages.

7.3.3

All Level 1 will result in disciplinary action, including a thirty (30) day suspension and up to and including termination at Nui Social’s sole discretion.

7.4

Nui Social Members agree to indemnify Nui Social for any costs or damages it may incur from any legal proceedings that arise from the Member’s deliberate or negligent improper use of social media sites or services.

7.5

Nui Social Member shall, upon request of Nui Social, remove any material deemed by Nui Social to be in breach of this policy.

7.6 OTHER FORMS OF ADVERTISEMENT

A Member may not use electronic media or other advertising of Nui Social or the Nui Social business opportunity on television, radio, social media, websites, or on any other Internet site without prior written approval.

7.7 COMPANY RECORDINGS

A Member may not, without the prior written approval of NUI SOCIAL, produce for sale or distribution, in personal or business use, any audio, video, or other recording of NUI SOCIAL sponsored events, speeches, employees, or meetings. Neither may a Member produce or make available to others any company recordings without the express and written permission of NUI SOCIAL. NUI SOCIAL reserves and retains all rights to said materials.

 

SECTION 8: TERMINATION

 

8.1 VOLUNTARY TERMINATION

A Member may, at any time, voluntarily terminate their Member account. A termination request must be submitted in writing to the company, including the Member ID number, printed name, and signature.

8.1.1

A Member who terminates loses all rights and all beneficial interests in their Nui Social account in their organization. A Member who voluntarily terminates their account may not reapply for a new Nui Social Member account, Member account or apply to hold a beneficial interest in an existing Nui Social Member account or Member account until six (6) months after voluntary termination.

8.1.2

The Member is not entitled to any refund upon termination, unless termination is within the applicable refund period.

8.1.3

A Member that has voluntarily terminated their account may reinstate their account. They must pay all fees applicable at that time to re-enroll. The account will remain under the same enroller, and will be subject to placement as deemed appropriate in Nui Social’s sole discretion.

8.1.4

If a Member is not in good standing with the Company at the time of the request for voluntary termination, the consequences of Involuntary Termination may be applied.

8.2 INVOLUNTARY TERMINATION

Failure to abide by the Agreement may lead to appropriate disciplinary action, up to and including termination. After a disciplinary action is complete, Nui Social, at its discretion, may announce details of such disciplinary action publicly. Although Agreement violations may be dealt with as detailed below in Nui Social’s sole discretion, this provision shall not be construed as conferring to a Member any rights or entitlement in or to this process. Nui Social reserves the right to discipline any Member as it deems appropriate. The disciplinary process may involve any one or several of the following steps at Nui Social’s discretion:

8.2.1 Warning

A formal written warning may be sent to the offending Member explaining the violation, required corrective action and stating that failure to remedy the stated violation may result in further disciplinary action. A total of two (2) written warnings may be sent at any time after the violation was discovered and/or evidence was collected. All warnings are sent to the email attached to the Member’s Account.

8.2.2 Holds

After the second written is sent the Member account may be placed on hold. The length and conditions of the hold may vary, depending upon the circumstances, but restrictions will include the denial of access to the Member Back Office, Team Building Structure, Lists, or any Nui Social websites, no ability to perform Actions, no ability to enroll new Members, Customers, or other restrictions.

8.2.3 Suspension

Suspension is the temporary withdrawal of a Member’s license to act as a Nui Social Member. A Member and their Nui Social account may be suspended for serious violations or breaches of this Agreement, and a suspension may last for a period of days or months, depending on each circumstance. Member may also be suspended during investigation of potential violations or breaches of this Agreement. In the event of a suspension, a suspension letter will be sent to the Member. This notice will list the issues being investigated and actions the Member must take in order to have their suspension lifted. These actions may include the immediate cessation of all violations; the submission of a written statement to Nui Social responding to the suspension; and such other actions as Nui Social may deem necessary. A Member who fails to respond to a suspension letter may be terminated. A Member may appeal a suspension in writing within the period outlined in the suspension letter. Suspended Members are not eligible to receive compensation, earned or otherwise, from Nui Social or participate in any Nui Social functions, events, or programs. Nui Social reserves the right to withhold compensation until the disciplinary process has been completed to Nui Social’s satisfaction. A suspended Member will not qualify in the Nui Social Compensation Plan during their term of suspension, nor will they be eligible for any kind of recognition. Nui Social may, in its sole discretion, qualify a Nui Social Member during the suspension and retain all the earned Commissions to offset damages caused to Nui Social as a result of the members actions. Additional administrative processing fees may also be assessed.

8.2.4 Termination

If appropriate in Nui Social’s sole discretion, Nui Social may terminate a Member’s account and will send notification of the date of termination by email to the terminated Member at the most recent email address on file. Upon termination, the Member shall immediately cease all Member activities and return all Lists to Nui Social.

8.2.5 Appeal of Termination

A Member who has been terminated involuntarily may appeal the termination by submitting a written explanation, including any extenuating or mitigating circumstances to Nui Social. The Member must submit the written appeal within the time period specified in the termination letter, but no later than ten (10) calendar days following the date of termination. The Nui Social Appeal team will review any timely appeal and notify the Member of its decision. If the appeal is not received within the specified time period, the termination will be final. Appeals of termination may be submitted to the Compliance team at compliance@nui.social. An email including the decision made will be sent to the Memer.

8.2.6 Termination Results

Whether a Member of Nui Social is terminated voluntarily or involuntarily, that Member’s licenses, rights, and privileges are revoked, and the Member is no longer entitled to sell Nui Social services or products, to enroll other prospective Member’s or Customer’s, represent himself/herself as a Nui Social Member or to receive commission payments. In addition, a terminated Member loses all rights to the existing Team Building Structure and is no longer entitled to receive Commissions, awards, or any compensation or recognition whatsoever, already earned or otherwise, from Nui Social, nor is the Member entitled to any other claim for indemnification with regard to the loss of his or her customer base or any investments made. A Member also forfeits any rights to Lists and must immediately return all existing Lists to Nui Social including all other documents and materials made available to him or her. Terminated Nui Social Member positions are the exclusive property of Nui Social and may remain in the current Nui Social matrix position to be disposed of in a manner that serves the best interests of Nui Social, as well as the interests of any affected Members, in Nui Social’s sole discretion. A Member who has been terminated for cause may not reapply as a Nui Social Member or Member for twelve (12) months following the date of termination, and such request may be denied at Nui Socials sole discretion.

8.2.7 Return of Confidential Information

Upon termination for any reason a Member must return all confidential information, including any information derived therefrom, over which he or she has direct or indirect control to Nui Social upon termination or upon demand of Nui Social. If any such confidential information cannot be returned because it is in electronic format, a Member shall permanently delete and erase the confidential information upon termination or upon demand. This paragraph shall survive the termination of a Member Account or termination of these Policies and Procedures.

8.3. TERMINATION DUE TO INACTIVITY

Nui Social reserves the right to terminate an account if it has been inactive for three (3) consecutive months. If an account has been terminated by Nui Social due to inactivity Member must do the following in order to reinstate their account:

  1. Member must wait six (6) months after the termination date to rejoin.
  2. Submit a properly completed Member Application and Agreement to Nui Social to receive a new Member ID number
  3. Agree to the Nui Social Member Terms and Conditions
  4. Pay all applicable Nui Social Member fees and subscription purchases
  5. Be assigned a new enroller and placed in the TBS tree with a new spot that accompanies the new Member ID number

 

SECTION 9: REFUNDS AND CHARGEBACKS

 

Nui Social wants you to be thrilled about your relationship with our company and your software/technology purchase. As a Member, you have the right to cancel your enrollment for a full refund for 30 days after your initial purchase for any reason, if this meets applicable state guidelines and international guidelines. This may be done by request by contacting Nui Social customer support (support@Nui.social).

9.1.1

Any Members that are Montana Residents must request a refund within 15 days from the date on which you enroll as a Member.

9.1.2

No refunds may be made to a gift card.

9.1.3

Any Member that receives a refund must re-enroll as if a new Member or Customer and be under their original enroller if re-enrolling within six (6) months from the date of refund. If reenrollment takes place after that time, Member may enroll under any enroller.

9.2 CHARGEBACKS

If a Member charges back any amount without having notified Nui Social about their intent to cancel and not having given Nui Social the opportunity to resolve the issue, then their account will be terminated immediately.

9.2.1

A Member may attempt to resolve their termination by written request that will be reviewed by Nui Social’s legal counsel. If legal counsel determines that the Member may be allowed to participate in Nui Social programs, they will be required to pay for the current enrollment price to open a new Member Account and pay a $100.00 USD reinstatement fee and wait six (6) months if the Member is enrolling under a different enroller. Nui Social reserves the right to reopen and or reactivate a chargeback account.

9.2.2

If a Member willing to work with Nui Social and/or the chargeback was done by mistake, the Member will be charged $25 per chargeback after resolution.

 

SECTION 10: ADDITIONAL TERMS

 

  1. ESIGN Consent to Use Electronic Records and Signatures

  2. Under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001, et seq.), you may consent and agree to these terms and conditions electronically. Please read the following information carefully:
  3. An electronic record will evidence this Agreement between you and Nui Social. By clicking on “I Agree” below, you consent to the use of an electronic signature and record for, and electronically acknowledge that you have read the Agreement and agree to be bound by the terms and conditions therein.

  4. To access the Agreement, any other applicable documents and to submit your online Member Application, you will need a personal computer or device with Internet access with an operating system capable of supporting access to all electronic records, an operational Internet browser we support, Adobe Reader, electronic storage if you wish to retain records in electronic form, and a printer if you wish to print and retain paper records.
  1. This consent applies to any documents or records that may be provided to you or made available during the course of your relationship with Nui Social.
  2. To withdraw your consent to the Agreement, or to request the record of this Agreement on paper, please send your written request to: Nui Social, Attn: Compliance Department, 2600 W Executive Parkway, Suite #500, Lehi, UT 84043. Your request must contain your full name, email address, and affiliate ID.
  3. Any updates to your email address or other contact information should be emailed to support@nui.social.

Under penalties of perjury, by clicking “I Agree,” I certify that:

  1. The information submitted is correct.
  2. I am not an exempt payee (generally, individuals, sole proprietors are not exempt from backup withholding).
  3. The IRS has not notified me that I am currently subject to backup withholding.
  4. I am a U.S. citizen or U.S. resident alien (individual/sole proprietor).
  5. I consent to the use of electronic records and have read, understand and agree to the Agreement.

By clicking on “I agree”, you consent to the use of electronic records evidencing your agreement to the Agreement. If you do not agree click on the “I decline” box, the enrollment process will be terminated, and you will be returned to the Nui Social Home page.