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RESPONSIBILITIES AND OBLIGATIONS OF ALL IBAs

[ IBAs (Independent BlockClaim™ Affiliates) ]

This section effectively restates those legislative responsibilities in the context of the Asteroid Business but goes further to outline the responsibility of IBAs to educate their certified IBAs, to avoid misrepresentation of the business, to protect confidential information and to responsibly monitor the conduct of non-Asteroid book, CD, DVD, ONLINE, INTERNET, YOUTUBE, SOCIAL MEDIA and seminar programs. The section also permits Asteroid to gain access to an IBA’s Asteroid records to monitor performance of these important responsibilities.

Importantly, this section also seeks to protect the Asteroid Businesses of existing IBAs by prohibiting IBAs from conducting any other affiliate or multilevel marketing business in a way which may breach their contractual obligations, particularly with regard to the misuse of confidential information.

 

Asteroid IBAs exercise a significant degree of autonomy over the way in which they operate their Asteroid Businesses, but IBAs also bear responsibility under consumer protection legislation for fair and ethical conduct, not only with customers, but also with other IBAs.

 

4.1 Abide by the Rules of Conduct and Asteroid Business Policies: At all times, IBAs must adhere strictly to the guidelines, procedures and policies stated in the Asteroid Rules of Conduct, or other Asteroid Business Publications in addition to the Asteroid Affiliate and Marketing Plan, and, in each case, any amendments made to those Asteroid publications from time to time. All IBAs must act in good faith and fair dealing under the terms of the IBA Contract.

4.1.1 Cooperation with Asteroid: IBAs shall at all times fully and promptly work with and cooperate with Asteroid employees, including cooperating in any investigation undertaken by Asteroid into activities that are potentially in contravention of his or her IBA or the IBA of another IBA.

4.1.2 Asteroid issued directions: IBAs will at all times fully and promptly comply with all directions issued by Asteroid from time to time and work with and corporate with Asteroid employees.

4.2 Cross Group Buying or Selling/Supplying: No IBA shall engage in cross- group buying or selling/supplying. “Cross group buying and selling/supplying” occurs when an IBA sells or supplies Asteroid distributed or supplied BlockClaim™ and/or services to another IBA who is not personally certified and downline of those certified.

4.2.1 An IBA must only claim Asteroid BlockClaim™ through his/her own IBA, or through Asteroid.

4.2.2 An IBA must not sell or supply Asteroid BlockClaim™ to another IBA who is not personally certified and downline of those certified.

4.3 Retail Stores: No IBA shall permit Asteroid BlockClaim™ or Asteroid resources to be sold or displayed in retail establishments or locations including, but not limited to schools, fairs, fetes, clubs, canteens, ships or military stores or any other venues which Asteroid considers to be a retail location; nor shall he or she permit any Asteroid BlockClaim™ to appear in such locations even if such Asteroid BlockClaim™ are not for sale. No promotional material related to Asteroid BlockClaim™ or Asteroid literature shall be displayed in retail establishments.

4.3.1 IBAs are not allowed, on their own or utilizing non-IBA third parties, to sell or promote Asteroid BlockClaim™ in any digital retail property which has the primary purpose of selling BlockClaim™ or services to the public. No Asteroid BlockClaim™ are allowed to appear in these properties even if the BlockClaim™ or services are not for sale.

4.3.2 An IBA who works in or owns a retail store must operate his or her IBA separate and apart from the retail store. Such IBA must secure customers for his/her Asteroid Business in the same manner as an IBA who has no connection with a retail store and otherwise abide by this Rule 4.3. Other types of retail establishments, which are not technically stores, such as barber shops, beauty shops, or professional offices, etc., likewise may not be used to display Asteroid BlockClaim™, information about Asteroid services, or promotional material related to Asteroid BlockClaim™ or Asteroid literature.

4.3.3 In the online environment, IBAs are allowed to blend and leverage their non-Asteroid communities and businesses, promote and sell Asteroid BlockClaim™, and prospect contacts made through that business or community, only in accordance with the Digital Communication Standards.

4.3.4 Re-sale: No IBA shall supply Asteroid BlockClaim™ or Asteroid-distributed BlockClaim™ or services to persons who wish to acquire such items for the purpose of resale.

4.4 Booth and Events: An IBA may request permission to attend selected events, including expos and shows, and be able to promote specified Asteroid product for the duration of the chosen event. This requires a written request and approval from Asteroid and is only available for specified BlockClaim™ at related events. Refer to Asteroid’s Booth and Events Guidelines available on Asteroid’s Primary Website, as amended from time to time, for event requirements and a Booths and Events application form.

 

4.5 Truthful and Accurate: No IBA shall:

4.5.1 Make any offer to sell any Asteroid BlockClaim™ which are not accurate and truthful as to future value, performance, ROI, guarantees of profit and availability;

4.5.2 In any way act so as to represent Asteroid, the Asteroid Business Opportunity or Asteroid BlockClaim™ in a false or misleading manner or contrary to the directives, explanations and descriptions issued or made by Asteroid from time to time;

4.5.3 Make exaggerated or unwarranted product claims not authorised by Asteroid with regards to Asteroid’s BlockClaim™, services or BlockClaim™ or services distributed by Asteroid;

4.5.4 In any way whatsoever, represent Asteroid incorrectly with regard to prices, quality, likelihood of increase in value, grades, place of origin or availability of Asteroid’s BlockClaim™, services or BlockClaim™ or services distributed by Asteroid;

4.5.5 State that Asteroid’s BlockClaim™, services or BlockClaim™ or services distributed by Asteroid are certified, backed, approved, or present any features as regards to value, potential future value, uses or benefits that they do not have; or

4.5.6 Act or present in any way whatsoever Asteroid, its BlockClaim™ or the BlockClaim™ Asteroid distributes, in a fraudulent manner or promote or pass off BlockClaim™ or services that do not belong to Asteroid as if they did.

4.6 Repackaging: An IBA may change the representation of BlockClaim™, change the content information of BlockClaim™, place additional words, labels or other materials on BlockClaim™ or otherwise change or alter any of the salient information provided , such as delta -V, orbital parameters, material composition, of Asteroid BlockClaim™, including the protocol registration as supplied by Asteroid.

4.7 Written Sales Receipt: An IBA who takes and/or delivers an order shall deliver to the customer at the time of sale, a written and dated order or receipt which shall: (a) describe the BlockClaim™(s) sold, (b) state the price and date charged, and (c) give the name, address, and telephone number of the selling IBA.

4.8 Right to Payment: No IBA shall demand or assert a right to payment from another IBA, Member, Client or any other person for unsolicited goods or services.

4.9 Satisfaction Guarantee: Whenever a customer requests Satisfaction Guarantee service within the stated guarantee period, as per Asteroid’s Satisfaction Guarantee guidelines and after a bona fide assessment of the reasonableness of the request, an IBA shall offer the individual his or her choice of a:

(a) full refund of the claim price;
(b) exchange for the same or a like BlockClaim™ (c) full credit for exchange with another item.

 

4.9.1 IBAs shall advise Asteroid of any complaint regarding the Satisfaction Guarantee from a customer and provide copies of all correspondence and details of all conversations regarding the complaint as requested.

4.9.2 IBAs are not authorised to make any type of offer or compromise or render Asteroid liable for any complaint or BlockClaim™ return.

4.9.3 IBAs will be held strictly liable for claims they make which exceed the terms of the Satisfaction Guarantee and shall indemnify and hold Asteroid harmless for claims made to that effect.

4.10.1 receive a Performance Bonus/Rebate for that month calculated on all BlockClaim™ ordered; and

4.10.2 qualify and be recognised for any award under the Asteroid Affiliates and Marketing Plan. Asteroid will, at its discretion, audit qualifications certified affiliates levels.

4.10 70/30 Rule: An IBA must deliver to his/her certified IBAs and/or supply to Clients or retail customers at least 70% of the total value of BlockClaim™ ordered during a given month in order to:

4.11 If an IBA fails to comply with rule 4.10, the Certified Affiliate will pay him/her a Performance Bonus/Rebate calculated on the value of BlockClaim™ actually supplied to customers and/or delivered to his/her IBAs, instead of the value of BlockClaim™ ordered.

4.12 Compliance with applicable laws, regulations and codes: IBAs shall comply with all Country, Federal, State and local laws, ordinances, regulations and codes that apply to the operation of their IBA wherever their business may be conducted. This includes, without limitation, all applicable Country, Federal and State consumer protection, anti- discrimination, equal opportunity and human rights laws. IBAs must not conduct any activity that could jeopardise the reputation of the IBA and/or Asteroid. Upon request, IBAs shall forthrightly provide any information requested about an IBA’s activities or any other activities known by the IBA (even with respect to other IBAs). In all such communications with Asteroid, the IBA shall act with absolute candour and good faith. IBAs shall indemnify Asteroid from and against all actions, claims, demands, prosecutions, fines, penalties and the costs thereof (including Asteroid’s actual legal costs) which might be made or brought against Asteroid in respect or arising out of any breach of any such laws, ordinances and regulations by the IBA.

4.13 Deceptive or Unlawful Trade Practices: No IBA shall engage in any deceptive or unlawful trade practice.

4.14 Unlawful Business Enterprises or Activities: No IBA shall operate any illegal or unlawful business enterprise, engage or participate in any illegal or unlawful business activity.

 

4.15 Professionalism; Disrepute: An IBA shall at all times conduct himself or herself in a courteous and considerate manner and shall not engage in any high- pressure tactics but shall make a fair presentation of Asteroid BlockClaim™, or the Asteroid Affiliates and Marketing Plan, when and where appropriate. IBAs shall not make any representation or engage in or conduct any activity or do any other act, matter or thing which may bring either them or Asteroid or IBAS generally or any supplier of Asteroid distributed services in disrepute.

4.16 IBA Relationship: The relationship between Asteroid and the IBA shall be that of wholesaler and retailer. No IBA shall represent that he or she has any employment relationship with Asteroid or any of its affiliated companies and/or other IBA, nor shall any IBA misrepresent the nature of the principal- independent contractor relationship between Asteroid and its IBAs. An IBA shall indemnify Asteroid from and against all actions, damages, claims, demands, prosecutions, fines, penalties and the costs thereof (including Asteroid’s actual legal costs) which might be made or brought or south against or suffered by Asteroid in respect of or arising out of any such misrepresentation or other conduct.

4.16.1 IBAs shall not give a false representation as to the nature of the relationship between Asteroid and its IBAs, or make any representation, except in accordance with the explanation given in Asteroid Business Policies or other official literature of Asteroid. An IBA is required to indemnify Asteroid for the cost, damage or prejudice stemming from such false representation, including any legal fees Asteroid may have incurred.

4.16.2 IBAs shall not imply that they are employees of Asteroid, nor shall they refer to themselves as “employees”, “agents,” “partners,” “joint ventures,” “master and servant,” “managers,” or “company representatives”, nor shall they use such terminology or descriptive phrases on their Stationery or other printed materials.

4.16.3 IBAs may not use their business cards to create the impression that they are in an employment relationship with Asteroid.

4.16.4 Asteroid and IBA hereby acknowledge and agree that:

a) IBAS are independent contractors and not employees of Asteroid;
b) the IBA is under no obligation to solicitor orders for the retail sale of Asteroid BlockClaim™ or applications for appointment as IBAS contracted to Asteroid;
c) the IBA is under no obligation to spend a specified time or any set hours conducting his/her IBA;
d) the IBA is responsible for bearing all costs and expenses incurred in the conduct of his/her IBA; and
e) the IBA is under no obligation to attend Asteroid meetings or other Asteroid functions although attendance at Asteroid meetings and Asteroid functions is encouraged.

4.17 Franchises and Territories: No IBA shall represent to anyone that there are exclusive franchises or territories available under the Asteroid Affiliate and Marketing Plan.

 

4.18 Protection of Confidential Information (Other Selling or Affiliates Activities): 4.18.1 An IBA shall not, during of his/her contract with Asteroid, and for a period of 6

months after ceasing to be an IBA:

a) supply or sell to other IBAs, persons who have applied to become IBAS or persons who the IBA or other IBAs (to the knowledge of the IBA) have approached with a view to applying to become IBAs;

b) induce other IBAs, or any Prospects, to supply, sell or acquire; or

c) be directly or indirectly engaged or interested in, or permit or allow any servants or agents to be engaged or interests in; the supply or sale or the promotion of the supply or sale to other IBAs or Prospects of BlockClaim™ or services which are sold or supplied by or through another affiliate or multilevel marketing company or business, except as provided in the Digital Communication Standards.

4.18.2 The restrictions imposed by Rule 4.18.1 are separate, distinct, independent and severable, and in the event that any one or more of them is wholly or in part invalid, then the remaining restriction or restrictions shall nevertheless be valid or effective.

4.18.3 Distribution: Nothing in Rule 4.18 will service to prohibit arrangements solely for the distribution of BSM which are distributed pursuant to Section 7

4.18.4 Investments: An IBA will not induce or attempt to induce another IBA (or any person who has applied to become an IBA) whom he/she has not personally certified, to sell, supply or buy BlockClaim™, investments, claim services or claim programs not produced or supplier by Asteroid.

4.18.5 Alternative business: An IBA will not sell or supply or be directly or indirectly engaged or interested in the sale or supply of BlockClaim™ not supplied by Asteroid to any IBA (or any person who has applied to become an IBA) whom he/she has not personally certified, unless:

a) that other IBA or applicant approached the first IBA in the ordinary course of the first IBA’s business, to supply goods or services of a kind which the first IBA supplies in the ordinary course of his/her normal business trade or profession; and

b) at the time of the approach, the first IBA did not know or have reasonable cause for suspecting that the person making the approach was an IBA or a person who had applied to become an IBA.

4.19 Promotional Material must be presented as optionalNo IBA shall state or in any way imply or represent that IBAs must acquire or subscribe to promotional materials generally or books, tapes, CDs, DVDs, YouTube courses, social media for fees, or other instructional, training or motivational material and/or to attend seminars, rallies, or meetings in order to join the Asteroid Business or to succeed or fully or significantly succeed as an IBA contracted to Asteroid;

4.20 Asteroid Employees at IBA Meetings: Asteroid employees shall be entitled to attend and speak at all meetings of IBAs and IBA functions wherever held of conducted. This includes any held by the Line of Certified Affiliation.

4.21 Interference in another IBA; Inducement: It is a breach of the Rules of Conduct or the Asteroid Business Policies for an IBA to:

4.21.1 Interfere or attempt to interfere with another IBA’s IBA;

4.21.2 Induce or attempt to induce another IBA or client to change his/her Line of Sponsorship, to transfer or abandon his/her IBA, or to sponsor or not sponsor a particular Prospect;

4.21.3 To induce or attempt to induce another IBA to deny training, education, motivation or other support to a downline IBA; or

4.21.4 To induce or attempt to induce another IBA to breach any Rules of Conduct or the Asteroid Business Policies.

4.22 Asteroid’s BlockClaim™ Worldwide: An IBA may supply Asteroid BlockClaim™ worldwide.

4.23 Retail Effort Rule: Asteroid pays Bonuses/Rebates under the Asteroid Affiliate and Marketing Plan based on sales to end consumers. For an IBA to be entitled to Bonuses/Rebates and/or qualification under the Asteroid Affiliate and Marketing Plan, that IBA’s claims must be sold to end consumers within a reasonable period as determined by Asteroid. Asteroid reserves the right to deny all qualifications, awards and rewards if in Asteroid’s judgment, the IBA’s claims are not in compliance to this rule.

4.23.1 Asteroid does not require stock keeping or claim of inventory. IBAs may not claim or counsel other IBAs to claim BlockClaim™ for any purpose other than the BlockClaim™ protocol provides to end consumers.

4.23.2 All IBAs must achieve, in the qualifying month, minimum sales and customer volume as specified by Asteroid from time to time in Asteroid publications.

4.24 Advertising

4.24.1 Advertising: An IBA shall not publish or broadcast any advertisement in any manner whatsoever, including advertisements on ecommerce and social media websites, for the Asteroid Business Opportunity or Asteroid BlockClaim™ or the opportunity to become an IBA regardless of whether the Asteroid or Asteroid brand names is used or not. Advertising is allowed in a limited context as described in the Digital Communication Standards.

 

4.24.2 Mass mailing: An IBA may not present the Asteroid Affiliate and Marketing Plan or solicit participation in the Asteroid Affiliate and Marketing Plan or for the sale of product, through any broadcast communication methods including mass mailings, telemarketing, telephone canvassing campaigns, letter box drops, national or international advertising, radio, television, facsimile services, computer communication networks, including the Internet, or any other means by which personal contact with a Prospect is not present. Advertising is allowed in a limited context as described in the Digital Communication Standards.

4.25 Digital Communications: Digital Communications as used in these Rules means electronic transmissions (generally by computer or mobile device) of text, data, images, video, voice, and other information including, without limitation, any posts or publications made available within the digital space, including emails, videos, live streaming, podcasts, blog posts, mobile applications (apps), advertising, forums, webpages, and through any social media or messaging platform, e.g., Facebook®, YouTube®, Instagram®, Twitter®, WeChat®, WhatsApp® or Snapchat®.

4.25.1 These Rules apply to IBA Digital Communications regarding Asteroid, the Asteroid Business Opportunity, Asteroid BlockClaim™ (directly or indirectly), and when the Digital Communications constitute BSM as defined under these Rules and BSM Policy. Since the digital space is unique, Asteroid has established Digital Communications Standards (DCS) to ensure IBA Digital Communications are in compliance with these Rules. The DCS are incorporated into and made a part of these Rules, and IBAs must comply with the DCS. A copy of the currently applicable DCS is available upon request from Asteroid.

4.26 Fundraising: No IBA shall use Asteroid BlockClaim™ in conjunction with any type of fundraising activity. Fundraising includes but is not limited to the solicitation for the claim of Asteroid BlockClaim™ based on the representation that all, or some, of the gains, proceeds, Bonuses/Rebates, or profits generated by such sale will benefit a particular group, organisation or cause.

4.27 Asteroid Affiliate and Marketing Plan Manipulation: No IBA shall manipulate the Asteroid Affiliate and Marketing Plan or award volume in any way which results in the payment of Bonuses/Rebates or other awards and recognition that have not been earned in accordance with the terms of the Asteroid Affiliate and Marketing Plan and/or any Asteroid publication. In this regard, the strategic and artificial structuring of an Asteroid Line of Sponsorship for the purpose of depth building, whether or not there are relationships between those who are certified and those who sponsor, is considered to be manipulation and an unacceptable business practice. Asteroid at its sole discretion will determine what constitutes manipulation of the Asteroid Affiliate and Marketing Plan.

4.28 Personal/Business Information Update: All IBAs are responsible for communicating any updates or changes to their personal information (e.g., name, address, and telephone numbers, etc.) or business information (e.g., change of business status, etc.) to Asteroid.

 

4.28.1 An IBA shall provide Asteroid with the required details to be electronically paid any bonus due to them. Where an IBA fails to provide Asteroid with the required details, Asteroid may, after reasonable attempts to contact the IBA, pay such outstanding bonuses at its discretion.

4.29 Confidentiality: The use of the Asteroid trade name, trademarks and copyrighted materials, Asteroid’s Confidential Information including, by way of example and not limitation, Line of Affiliate information (i.e., information compiled by Asteroid that discloses or relates to all or part of the specific arrangement of sponsorship within the Asteroid Business, including, without limitation, IBA lists, affiliate trees, and all IBAs or Asteroid business information generated there from, in its present and future forms), business information, proprietary claim algorithms and product development, business plans, and IBA sales, earnings and other financial information, etc., constitute commercially advantageous, unique, and proprietary trade secret and business secrets of Asteroid which it keeps proprietary and confidential and treats as a trade secret and business secret.

4.29.1 Asteroid is the exclusive owner of all Confidential Information, which is derived, compiled, configured, and maintained by Asteroid. The IBA acknowledges all Confidential Information is owned by Asteroid through the considerable expenditure of time effort and resources.

4.29.2 IBAs are granted a personal, non-exclusive, non-transferable and revocable right by Asteroid to use Confidential Information only as necessary to facilitate their Asteroid Business as contemplated under the Rules of Conduct including, for example, the Privacy Policy and other terms and conditions of the IBA Contract. Asteroid reserves the right to deny or revoke this right, upon reasonable notice to the IBA stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of Asteroid, such is necessary to protect the confidentiality or value of Confidential Information.

4.29.3 All IBAs shall maintain Confidential Information in strictest confidence and shall take all reasonable steps and appropriate measures to safeguard Confidential Information and maintain the confidentiality.

4.29.4 An IBA shall not compile, organise, access, create lists of, or otherwise use or disclose Confidential Information except as authorised by Asteroid. An IBA shall not disclose Confidential Information to any third party, or use Proprietary Information in connection with any other businesses.

4.29.5 Use or disclosure of Confidential Information, other than as authorised by Asteroid, shall cause significant and irreparable harm to Asteroid, and Asteroid may claim appropriate, compensation for damages as well as demand an IBA refrain from the harmful conduct as well as seek any other remedies under applicable laws.

4.29.6 In case of disclosure of the Confidential Information, voluntary or not, by an IBA to any third person, the IBA should immediately notify Asteroid about that fact and take the necessary measures in order to; 

a) prevent further disclosure by such third party; and

b) oblige such third party to sign a confidentiality and non-disclosure agreement for the benefit of Asteroid and under no less stringent terms that those provided within this Rule 4.29.

4.29.7 An IBA shall promptly return any and all Confidential Information or any copy of same to Asteroid upon resignation, expiration, failure to renew, denial of extension or termination of his or her IBA and shall refrain from any further use.

4.29.8 The confidentiality obligations set out in this Rule 4.29 shall survive during the term of the IBA Contract as well as after the date of its expiration or termination by any cause.

4.30 Privacy Law; Consumer Law:
4.30.1 All IBAs with an IBA will comply with:

a) The Privacy Act 1988, the Australian Privacy Principles contained therein and with Asteroid’s Privacy Policy as detailed on Asteroid’s Primary Website; and

b) The Australian Consumer Law provisions of the Competition and Consumer Act 2010 (Cth), and in particular those provisions dealing with unsolicited goods and services and unsolicited consumer agreements.

4.30.2 All IBAs with an IBA in New Zealand will comply with:

a) The Privacy Act 1993, the Information Privacy Principles contained therein and with Asteroid’s privacy policy as detailed on Asteroid’s Primary Website; and

b) The Consumer Guarantees Act 1993 and the Trade Trading Act 1986 and similar consumer protection laws.

4.31.1 IBAs shall not:

a) exaggerate income representations by relating it to or incorporating it with other income and suggesting that it is the result of building the Asteroid Business;

b) substitute group or non-Asteroid organisational identity for the Asteroid Business or the Asteroid Business Opportunity. The Asteroid Business and the Asteroid Business Opportunity must always be clearly identified without any ambiguity to the participants during the course of the presentation;

4.31 Presentation Rules: The content of the presentations which include or support the promotion of the retailing of Asteroid BlockClaim™, or the Asteroid Affiliate and Marketing Plan, must otherwise be in accordance with the following:

c) advocate, imply or give the impression that success can be achieved through promoting personal consumption with no requirement to sell or promote inappropriate product usage and/or claims;

d) promote one’s Line of Certification, affiliation or group in any manner that will give rise to or likely to give rise to resentment by or cause any detriment to others;

e) misrepresent whether directly or indirectly and by whatever means the relationship of the IBA to Asteroid, for example, suggesting or implying that Asteroid is “just a supplier” or “distributor”, or that the IBA represents a business opportunity of which “Asteroid is a part of”, or that the IBA “outsources” administrative support to Asteroid, etc.;

f) except as provided in the Digital Communications Standards, promote any other business opportunity other than the Asteroid Business or solicit any participants to attend meetings for the purpose of presenting another business opportunity at any time; or,

g) use the meeting as a platform to promote or advocate religious, political and/or personal social beliefs.

4.31.2 Personal reflections on the following are not appropriate:

a) social and cultural issues;

b) preferences regarding specific political views, parties, candidates or elected officials.

4.31.3 Discussions must only relate to ethics and positive attitudes that will assist and encourage the IBA’s and Asteroid’s BlockClaim™, services and business.

4.31.4 Income representations, whether direct or implied, must reflect a realistic income potential from participation in the Asteroid Affiliate and Marketing Plan.

4.32 Activity outside the Australia and New Zealand Market or Activity outside the Market where the IBA is registered: IBAs who engage, directly or indirectly, in any activity related to the Asteroid Business in a jurisdiction outside of Australia/New Zealand must do so in a manner that complies with the letter and spirit of the applicable laws, regulations, and rules, policies and procedures of the Asteroid affiliate in that jurisdiction, regardless of whether they are registered IBAs in that jurisdiction. Failure to do so shall be a breach of the IBA Contract.

4.33 Unauthorised Asteroid Business Owner Activity in Unopened Markets:

Each IBA has an IBA Contract that authorises the IBA to engage in activities within the countries and territories described in that IBA Contract (“Opened Market”). Any activity taken in furtherance of an Asteroid business in any country or territory other than an “Opened Market” is considered “Unauthorised Activity” and is strictly forbidden. No IBA shall conduct unauthorised activities in markets Asteroid has not opened.

 

4.34 Zero Tolerance Rule: It is a breach of the Rules or the Asteroid Business Policies for an IBA to conduct IBA activities in markets in which he or she is not authorised to conduct business. It is a breach of the Rules or the Asteroid Business Policies to conduct IBA activities in markets in which Asteroid are not doing business. Such unauthorised activity may result in, without prejudice to any rights and remedies otherwise available, the immediate suspension of the IBA’s rights.

4.35 Record Retention

4.35.1 Record Retention for Australian IBAs: IBAs shall keep and preserve for at least 5 years or 7 years in the case of corporate IBAs (being the period prescribed by the Income Tax Assessment Act) up-to-date and accurate records of all business transactions made in respect of or in relation to his/her Asteroid IBA and shall allow Asteroid and its servants and agents access to those records from time to time at the request of Asteroid and shall provide Asteroid with such written or oral explanations as Asteroid shall reasonably require of the IBA’s conduct as an IBA and of transactions effected by the IBA on Asteroid’s behalf or otherwise in respect of the Asteroid IBA.

4.35.2 Record Retention for New Zealand IBAs: IBAs shall keep and preserve for at least the period prescribed by the Income Tax Act and the goods and Services Act up-to-date and accurate records of all business transactions made in respect of or in relation to his or her Asteroid IBA and shall allow Asteroid and its servants and agents, access to those records from time to time at the request of Asteroid and shall provide Asteroid with such written or oral explanations as Asteroid shall reasonably require of the IBA’s conduct as an IBA and of transactions effected by the IBA in respect of his or her IBA.

4.35.3 Record Audit: If required by Asteroid at any time, the IBA will have records and accounts in respect of the Asteroid IBA audited by an independent auditor nominated by Asteroid at the expense of Asteroid.
4.36 Consumer complaints: IBAs will immediately communicate all significant customer complaints to Asteroid and furnish copies of all correspondence and details of all conversations relating thereto.

4.37 Retraining: IBAs shall attend all retraining seminars or sessions as required from time to time.

4.38 Image Use: An IBA authorises and irrevocably licenses Asteroid to use the IBA’s name, image and any video of them (“Images”) whether or not created or taken by them, for promotional and publicity purposes for Asteroid, its business or its BlockClaim™, and without any form of compensation. Each IBA releases Asteroid and its related bodies and the officers and employees of each of them, from all claims that may arise out of Asteroid’s use of the Images.

Death & Inheritance

If an IBA dies or becomes physically unable to continue in the business Asteroid may accept responsibility for preservation and management of the business until the wishes of the IBA can be ascertained and complied with in a manner consistent with the Rules of Conduct and legal requirements. Thus, An Asteroid Business may be passed on to the next generation.

5.1 Death and Inheritance: Upon the death of an IBA, the IBA’s interest in the IBA may be passed on to a relative or other designated person, subject to the laws on succession and Asteroid’s acceptance of the assignment of the IBA pursuant to these Rules. The original IBA must make proper arrangements during their lifetime for the orderly and legal transfers of ownership of their IBA to their heirs in accordance with Asteroid’s succession planning documents.

5.1.1 During a period of transition, Asteroid can appoint a manager on such terms and conditions as Asteroid considers appropriate, to operate the IBA until such time as the IBA is assigned or otherwise dealt with pursuant to Rule 10 or terminated by Asteroid pursuant to these Rules.

5.1.2 The Executor or Administrator of the Estate of the deceased IBA shall within 30 days after the grant of probate or letters of administration:

a) Assign or transmit the IBA;

b) If the Executor or Administrator is or becomes an IBA, carry on the business of the deceased IBA’s IBA; or

c) Appoint a manager for such period and on terms and conditions as Asteroid considers appropriate, to operate the IBA, provided the manager is or becomes an IBA before commencing to operate the IBA.

5.2 Death of one partner: In the event that an IBA comprises two natural persons in partnership and one of the partners dies, then:

5.2.1 The surviving IBA will be deemed to be the manager and sole owner of the IBA, until such time as the IBA is assigned or otherwise dealt with pursuant to the Rules of Conduct.

5.2.2 Within 30 days after the grant of probate or letters of administration:
a) The surviving partner shall acquire (whether by way or sale, transmission by will or

operation of a partnership agreement) the interest of the deceased IBA in the IBA;

b) The Executor or Administrator of the Estate of the deceased IBA shall assign or transmit the deceased IBA’s interest in the IBA to another IBA who shall carry on the IBA in partnership with the surviving IBA;

c) The IBA shall be assigned or transmitted; or

d) The Executor or Administrator of the Estate of the deceased IBA and the surviving IBA shall appoint a manger for such period and on such terms and conditions are specified or approved by Asteroid, to operate the IBA, provided the manager is or becomes an IBA before commencing to operate the IBA.

Without limiting the breadth of Asteroid’s discretion as to such terms and conditions which may be specified, the manager shall, if Asteroid considers it appropriate, be entitled to all or such part as Asteroid specifies, of the bonuses/rebates and privileges accruing in respect of the IBA during the period of management.

5.3 Protected Person: In the event that an IBA becomes a protected person within the meaning of that term in the Protected Estates Act or other relevant legislation, or a person in respect of whom an order or direction is in force that his/her estate be subject to management under similar Country, State or Territory legislation which makes provision with respect to the management of the property and affairs of persons who are incapable of managing their own affairs by reason of mental or other condition, then:

5.3.1 Asteroid may appoint a manager on such terms and conditions as Asteroid considers appropriate, to operate the IBA until such time as the IBA is assigned or otherwise dealt with;

5.3.2 The Protective Commissioner (or manager/trustee of the Estate of the incapable IBA) may, if they have the power to do so under relevant legislation, within 30 days after the order or direction in question:

a) Assign the IBA; or
b) If the manager/trustee is or becomes an IBA, carry on the business of the incapable IBA.

Without limited the breadth of Asteroid’s discretion as to such terms and conditions which may be specified, the manager shall, if Asteroid considers it appropriate, be entitled to all or such part as Asteroid specifies, of the bonuses/rebates and privileges accruing in respect of the IBA during the period of management.

 

Breach of Contract: Procedures

The presentation of the Asteroid Affiliate and Marketing Plan is integral to the way in which the Asteroid Business is exhibited to the public. Any misrepresentation of the business or other serious breach of these Rules may damage Asteroid’s public image or may involve Asteroid IBA in illegal conduct. This section permits Asteroid to place an IBA who has misrepresented the business or who has committed other serious breaches of these Rules, on probation and to compel them and their personal group to attend training on the correct and ethical presentation of the Asteroid Affiliate Opportunity.

6.1 Procedures.

6.1.1 Investigation: When Asteroid believes that a breach of the Rules of Conduct or the Asteroid Business Policies has occurred, will occur, or is threatened to occur, Asteroid may investigate the activity of the IBA at issue. Asteroid may undertake this investigation on its own initiative or when requested by another IBA who has submitted a written complaint to Asteroid.

6.1.2 Complaints by IBA: An IBA who believes that another IBA has breached the Asteroid Business Policies and/or the Rules of Conduct, or who has personal knowledge of the activities leading to such alleged breach, shall notify Asteroid in writing of the alleged breach and all facts connected with it.

6.1.2.1 Asteroid will do initial investigates of the complaint to determine if there is substance to the complaint and if further investigations are required.

6.1.2.2 If further investigations are required, Asteroid will notify the appropriate IBA of the complaint and request an immediate response.

6.1.2.3 If the complaint and response do not contain sufficient facts upon which to make a decision, additional information may be requested from any party by Asteroid.

6.1.2.4 When Asteroid believes that it has sufficient information regarding the facts and circumstances relevant to the complaint, Asteroid will decide whether there has been a violation of the Asteroid Business Policies or other breach of the Rules of Conduct and will take appropriate action.

6.1.3 Notification of Action.

6.1.3.1 Asteroid will forward a decision letter to the violating IBA. The decision letter will list the specific complaint(s), outline the corrective action to be taken and, if appropriate, set a time limit for the IBA to comply.

 

6.1.3.2 Any notice shall:

a) Be mailed, e-mailed or faxed or sent by registered mail or other confirmable method allowable by law to the address or fax that Asteroid has on record for the IBA. Claim of failure of an IBA to receive a notice shall not delay the action by Asteroid;

b) If applicable, state the Section(s) of the Rules of Conduct or other provisions of the IBA Contract violated or breached by the IBA;

c) If applicable, state the date of which any such action shall become effective; and

d) If applicable, advise the IBA of his/her opportunity to seek Review of Asteroid’s decision through dispute resolution.

6.2 Dispute Resolution: If an IBA does not agree with the actions taken by Asteroid, then the IBA may request the decision be reviewed in line with the dispute resolution mechanisms.

6.3 Waiver of Claims: An IBA waives any and all claims against Asteroid arising out of or in respect to any action that Asteroid takes under the IBA and/or this Rule. An IBA who is terminated, de-affiliated or has other action taken as a result of a violation of the Rules of Conduct or the Asteroid Affiliate Policies shall have no claim against Asteroid arising out of or with respect to the termination or de-affiliation.

 

Breach of Contract: Sanctions

This section says that where an IBA commits a breach of these Rules Asteroid may, in the interest of the business as a whole, terminate the IBA affiliation. These Rules further note the consequences to, and rights of, both parties in the event of that extreme action.

7.1 Fundamental Rules: The following Rules are fundamental to the contact between Asteroid and the IBA. Any breach to the Rules of Conduct.

7.2 Cause for Sanction: Asteroid may, at its election and by notice in writing to an IBA, apply a sanction as per Section 12 including termination or de-affiliation of the IBA, upon the breach of one or more of the following:

7.2.1 The IBA breaches a fundamental rule of the Rules of Conduct;
7.2.2 In Asteroid’s opinion, the IBA has provided false information in his/her IBA Application

or in any Application for Renewal;

7.2.3 The IBA breaches any other of these Rules of Conduct and (if the breach is capable of rectification) fails to rectify such breach within fourteen (14) days of being required to do so in writing by Asteroid;

7.2.4 The IBA commits repeated breaches of any of these Rules of Conduct;

7.2.5 Any inspection carried out by Asteroid or any audit carried out, reveals, or if Asteroid otherwise becomes aware that the IBA’s records are inaccurate or in error to the extent of 5% or more of his/her Bonus/Rebate calculations or any other figure considered relevant by Asteroid;

7.2.6 An IBA or director of a corporate IBA is convicted of a criminal offence;

7.2.7 If the IBA or a director of a corporate IBA is suspended or disbarred from practicing his/her usual trade or profession by any trade or professional association, institute or society;

7.2.8 An order is made or an effective resolution is passed for the winding-up of the IBA (being a company);

7.2.9 A Receiver or official manager of the property or assets of the IBA or of a director of a corporate IBA or any part thereof, is appointed, or an official manager is appointed;

7.2.10 Without the prior written consent of Asteroid, the IBA or a director of a corporate IBA makes an assignment for arrangement or composition with his/her creditors or any of them;

7.2.11 If there shall be any act, matter or thing whatsoever done or performed, the effect of which is to transfer, directly or indirectly, the effective ownership or management or control of the IBA (being a company) to any person or company other than the two principal shareholders/directors identified;

7.2.12 The IBA assigns or sells or purports to assign or sell the IBA or any part thereof or interest therein;

7.2.13 If the IBA is not sold or assigned or a partner’s share in an IB is not sold or assigned in either case as required by Asteroid;

7.2.14 The IBA dies and the IBA is not assigned or otherwise dealt with within 30 days after the grant of probate or letters of administration of the deceased IBA or if probate or letters of administration are not granted within 6 months after the date of death;

7.2.15 The IBA becomes a protected person within the meaning of that term in the relevant legislation or a person in respect of whom an order or direction is in force that his/her estate be subject to management under similar Country, State or Territory legislation which makes provision with respect to the management of the property and affairs of persons who are incapable of managing their own affairs by reason of mental or other condition, and the IBA is not assigned or otherwise dealt with, within 30 days after the order or direction in question;

7.2.16 If the IBA being an affiliate is absent from the conduct of his/her business for a continuous period (in respect of which there is no Management Agreement or Non-Resident IBA Agreement) exceeding 3 months during any Asteroid fiscal year; and

7.2.17 On three or more occasions within a 12-month period, a cheque or other payment drawn in favour of Asteroid by an IBA is not met on presentation and/ or if there are insufficient funds for a complete electronic funds transfer arranged by an IBA from his/her account to Asteroid.

7.3 Sanctions: In the event that Asteroid, at its sole discretion, determines that there has been a breach of the Rules of Conduct or the Asteroid Business Policies by an IBA, Asteroid may take one or more of the following actions:

7.3.1 Termination: Terminate the IBA by providing the IBA with a written notice of termination at his/her specified address or by some other suitable or electronic means or as allowed by law;

7.3.2 Probation: Require the IBA to complete corrective actions as Asteroid considers appropriate;

7.3.3 Retraining: Require the IBA to attend training;
7.3.4 Suspension: Suspend specific authorisations under the IBA, such as by way of example and without limitation, the IBA opportunity to engage new affiliates, to purchase or sell Asteroid BlockClaim™ or services and memberships, or to conduct similar activities associated with the Asteroid Business;

7.3.5 De-affiliation: The removal or setting aside of an IBA from his/her position as an affiliate in a Line of Affiliation, with such of the following consequences as Asteroid in its absolute discretion considers appropriate:

a) The de-affiliated IBA’s Affiliate or another IBA, determined and specified by Asteroid in its absolute discretion, shall be deemed to be the Affiliate of the de-affiliated IBA’s line;

b) The scope of the IBA’s authority shall be limited to soliciting orders for the retail sale of Asteroid BlockClaim™ and Asteroid-distributed services and the IBA shall be prohibited from soliciting applications for appointment as Asteroid IBAs;

7.3.6 Repayment of Bonus/Rebate: Require refund of Asteroid bonus/rebate;

7.3.7 Revoke Qualification: Remove any qualification and require return of any objects evidencing such qualification (by way of example and not limitation, such as pins, certificates, etc.);

7.3.8 Written acknowledgement; Require from the IBA written acknowledgement of the breach(es) and an undertaking not to breach the IBA Contract in the future; and/or

7.3.9 Any other action: Take any action short of termination of the IBA as may be permissible under applicable law and appropriate in Asteroid’s sole discretion to address the specific breach(es).

7.4 No Waiver: The failure of Asteroid to take any action upon learning of a breach or potential breach shall not constitute a waiver of Asteroid’s rights to assert such a breach in the future. The failure of an IBA to take any action upon learning of a breach shall not constitute a waiver of any other rights or remedies that may be available under applicable law.

7.5 Suspension: Asteroid reserves the right to determine the specific terms of each suspension on a case by case basis. In the event of any breach of contract by an IBA, Asteroid may take action to suspend some or all of the IBA’s privileges under the IBA, including but not limited to:

7.5.1 Withholding bonus/rebate for payment of higher award monies pending final resolution of the matter;

7.5.2 Suspending authorisation to conduct affiliation activity (affilaite, meetings, training sessions, presentations, etc.);

7.5.3 Suspend invitations to company seminars, trips and events;

7.5.4 Conduct reorientation and retraining meetings; and/or

7.5.5 Require that IBA provide Asteroid with recordings of their Asteroid Affiliate and Marketing Plan presentations.

7.6 Probation and Retraining: If Asteroid is of the opinion that one or more of the IBAs in an IBA’s Personal group have misrepresented Asteroid or the Asteroid Affiliate Opportunity or have committed some other serious breach of these Rules of Conduct, then Asteroid may place the whole or such part as Asteroid may determine IBA’s group on probation.

7.6.1 Probation by Asteroid shall consist of all or such of the following corrective actions, or other actions that Asteroid may consider appropriate:

a) A notice or notices will be prepared and sent by Asteroid to all IBAs IBA’s group or in that part of the group that is placed on probation, or to any IBA that Asteroid sees fit; and/or

b) A thorough program of retraining seminars or sessions, organised and conducted by Asteroid or a nominee designation by Asteroid, designed to teach the IBAs on probation the proper conduct in line with the Rules of Conduct.

7.6.2 Re-training: All attendees attending retraining will be required to have their attendance confirmed and to sign an attendance sheet. Asteroid shall be entitled to record each retraining session in its entirety.

7.6.3 Consequences of probation: The imposition of probation will have such of the following consequences as Asteroid may in its absolute discretion determine:

a) Suspension of the IBAs authorisation as an Asteroid IBA;
b) In the case of a qualified IBA, removal of their qualification status;

c) Suspension of payment of any or all Bonuses/Rebates including but not limited to performance Bonus/Rebate, leadership bonus/rebate, annual bonuses/rebates and any special bonus/rebate payable. This is at Asteroid’s absolute discretion. Any such amounts shall be computed, but held in escrow by Asteroid during the probation period;

d) Asteroid may determine whether, and to what extent the monthly business volume of the IBAs on probation is to be counted towards qualification for higher awards, one-time cash awards, invitational events or any special bonus/rebate to be paid by Asteroid at the end of the fiscal year;

e) Asteroid may, in its absolute discretion, withhold or refuse recognition of any of the IBAs on probation for any awards under the Asteroid Affiliate and Marketing Plan;

f) IBAs on probation will not be invited to attend any invitational or recognition event held during the probation period, Leadership meetings, or events. Asteroid may cancel any invitations to such events issued prior to the imposition of probation.

7.6.4 Bonus/Rebate information required: All IBAs placed on probation will, throughout the probation period, supply Asteroid with all such information as may be necessary or required by Asteroid to enable Asteroid to calculate the performance bonus/rebate due to them and their group.

7.6.5 Lifting of probation: If Asteroid is satisfied that probation and retraining has been successful in making it unlikely that the IBAs or some of the IBAs under probation will in the foreseeable future misrepresent or further misrepresent the Asteroid Business or Asteroid Affiliate Opportunity or commit further or other serious breaches of these Rules of Conduct, Asteroid will lift probation and, restore full IBA rights and privileges to the IBAs in respect of whom Asteroid is so satisfied.

7.6.6 Probation leading to termination or de-affiliation: If Asteroid is not satisfied that probation retraining has been successful in making it unlikely that the IBAs or some of the IBAs under Probation will in the foreseeable future misrepresent or further misrepresent Asteroid or the Asteroid Affiliate Opportunity or commit further or other serious breaches of these Rules of Conduct, Asteroid may:

a) Direct that probation continue, and further corrective action be taken in respect of the IBAs of whom Asteroid is dissatisfied; or

b) Conclude probation and terminate or de-affiliate the IBA of each IBAs in respect of whom Asteroid is dissatisfied.

7.6.7 Terminated or de-affiliated IBA after probation: In the event that an IBA’s IBA is terminated or de-affiliated by Asteroid after a period of probation, the IBA shall forfeit to Asteroid any and all bonus/rebate payments held by Asteroid in escrow, and in the event that an IBA’s proportion of expenses shall be deemed to have been deducted from the bonuses/rebates so forfeited.

7.6.8 Expenses of probation: All expenses incurred by Asteroid in conducting the investigation, retraining seminars and in generally administering the probation imposed under will be borne by the IBAs under probation as follows:

a) the IBAs under probation shall bear the expenses in the same proportions as each of their bonuses/rebates entitlements paid or payable in respect of the month immediately preceding the imposition of probation bears to the total bonus/rebate entitlements of the IBAs under probation paid or payable in respect of such month;

b) Asteroid may recover the expenses by deducting the expenses from the bonus/rebate funds held in escrow during the probation period;

c) Any balance of bonus/rebate funds held by Asteroid in escrow after deduction of expenses will be paid to the appropriate IBAs; and

d) Should the funds held by Asteroid in escrow during the probation period be insufficient to meet the expenses, or should Asteroid elect not to suspend payment of bonuses/ rebates to the IBAs or certain IBAs, then Asteroid will be entitled to withhold from funds due or to become due after probation to the IBAs whose proportion of the expenses Asteroid has not received in full, sums sufficient to meet the shortfall, and Asteroid will not be obliged to recommence paying bonuses/rebates to any IBA until his/her proportion of the expenses has been paid in full.

7.7 Effect of termination: Upon termination of an IBA for any cause whatsoever, the IBA shall:

7.7.1 Cease to identify or hold himself/herself out as an IBA;
7.7.2 Cease the use of any and all trademarks, trade names, insignia or other intellectual

property used in or related to the Asteroid Business; and

7.7.3 Cease any actions taken as part of an Asteroid Independent Affiliation including but not limited to:

a) Soliciting IBA applications;

b) Formally or informally presenting or explaining the Asteroid Business to IBAs or potential IBAs or any other person;

c) Selling or soliciting orders for the sale of Asteroid BlockClaim™ or services; and
d) Holding or participating in meetings held by Asteroid, IBAs or associated groups.
7.8 Effect of de-affiliation: Upon de-affiliation for any cause whatsoever, the IBA shall:

7.8.1 Cease to be leader of their group, and the group shall be allocated to another affiliation IBA or IBAs in the Line of Affiliation as determined by Asteroid in its absolute discretion; and

7.8.2 Forfeit to Asteroid, all and any bonuses/rebates, as determined by Asteroid, including but not limited to performance bonus/rebate, Leadership Bonus/Rebate, Annual Bonuses/Rebates and any special Bonuses/Rebates payable of accrued at time of de- affiliation.

7.9 No Claim Following Termination: In the event that Asteroid terminates an IBA’s, IBA pursuant to these Rules, the IBA will have no claim against Asteroid arising out of or in respect of the termination.

Terminated or Non-Renewed IBAs

8.1 Abandonment: When an IBA is terminated, de-affiliated or not renewed, the IBA is considered abandoned, and the signatory to the IBA Contract shall have no further rights in the IBA. The IBA will vest in Asteroid without any obligation or liability to compensate the IBA.

Asteroid may assign, dispose or dissolve the IBA at its sole and absolute discretion. In exercising this initiative, Asteroid may elect one of the following methods or any other method permissible by law, and may unilaterally modify and amend the IBA of any affected IBA to change their Affiliation and the Line of Affiliation as may be necessary:

8.1.1 Sale/Assignment of IBA: If Asteroid elects to sell/assign the right to operate an Asteroid Business in the former IBA’s position in the Line of Affiliation, the following will be observed:

a) The sale shall be offered in the order of priority imposed by Rule 6.11 above.

b) The terms of the sale will be set forth in a written contract executed between Asteroid and the purchaser.

c) The purchasing party shall operate the Asteroid Business in the position in the Line of Affiliation held by the previous IBA and it will become their business.

d) Following the reimbursement to Asteroid of all costs, both legal and administrative, in relation to the discipline and ultimate disposition of the IBA, all remaining funds resulting from the sale may, at Asteroid’s discretion, be added to a bonus/rebate fund to be distributed by Asteroid among qualified IBAs.

8.1.2 Dissolution of IBA: If Asteroid elects to dissolve the IBA, the first qualified Affiliate/IBA of the former IBA in the Line of Affiliation may undertake the obligations of the former IBA and assume the role of Affiliate for all IBAs who had been personally or Internationally Affiliated by the former IBA.

8.2 No Limitation on Asteroid: Despite the above, Asteroid is in no way limited to any of the above methods of disposition of an Asteroid Independent Business and may exercise complete discretion as to methods and/or timing of disposition.

 

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