uMe360 - Terms and Conditions

Rep Agreement

Untitled Document

uMe360 Independent Representative Agreement
Version 1.0, May 14th 2009

A. PARTIES INVOLVED IN THIS AGREEMENT
A1. uMe360 International: A Nevada Company uMe360 powers uMe360.com, a social network that consists of all FREE members. uMe360 promotes the uMe360 social network worldwide.through its Active Independent Marketing representatives, herein after referred to as “uMe360 REP”. A uMe360 REP is a member of the uMe360 FREE social network who, after logging in and logging out of uMe360.com 30 times using his/her unique email and password and clicking on the button signifying his/her agreement to these Terms and Conditions. uMe360:, its successor and or assigns and its vendors have a right by contractual agreement to develop, maintain, improve upon and provide the non-local business advertising module on uMe360.com content site in which third party advertisers can put their links to their Sites for a fee. uMe360 and its vendors provide marketing and management of advertising systems to the uMe360 social network and others. uMe360 also provides an online capability for uMe360 social and business network members who are over 18 years of age to become uMe360 Independent Advertising Representatives by clicking on the acceptance button at the end of section C in this agreement. A uMe360 Independent Advertising Representative (hereafter “uMeREP”) is authorized to sell advertising links placed on uMe360.com site to advertisers. When available, a uMeREP is authorized to sell advertising links placed on any third party sites; sites that the owners of such sites approved the placement of such links, to advertisers.
A4. uMe360 FREE social network member: All FREE social network members sign up with uMe360 by agreeing to its terms and conditions posted on uMe360.com. An active uMe360 member is a uMe360 social networking FREE member who logs in and logs out of uMe360.com site 30 times during the month. Only active FREE member can see the appearance of this Agreement, or the latest modified version thereof, displayed in his/her Welcome Center. An Active uMe360 member has the opportunity to choose to become a uMe360 REP by accepting the terms and conditions of uMe360 International marketing program. He/She also chooses to become a uMe360REP by accepting the terms and conditions of uMe360 marketing program and compensation for uMe360 International Independent Advertising Representative.
A5. uMe360 International Independent Marketing Representative (“uMe360 REP”): A uMe360 social network member who also chooses to become uMe360 International Independent Marketing Representative (“uMe360 REP”) by accepting the terms and conditions of uMe360 International marketing program by giving away FREE uMe360 social network membership and accepting uMe360 International compensation plan for uMe360 REP.
A5.1. Definition of a uMe360 International Active Rep (“UME360 REP”):
A uMe360 REP is a uMe360 social networking FREE member who has logged in and logged out of the uMe360.com site 30 times the previous month and also elected to become a uMe360 REP by accepting the terms and conditions of the uMe360 International marketing program. A uMe360 social networking member can become a uMe360 REP for FREE by, after logging in and out of uMe360.com 30 times, clicking on the button signifying his/her acceptance of the uMe360 International Independent Marketing Representative agreement for the following month. The acceptance button is located on the social networking member’s social page. A uMe360 REP, if qualified, may receive compensation on his or her down line organization of active uMe360 REPs. Any member of uMe360.com social networking site who is over 18, legally able to do business with a US company can become a uMe360 REP. uMe360 International also accepts non-profit organizations such as churches, schools, or charities as uMe360 REPs. Business entities with proper tax ID can also be a uMe360 REP. uMe360 International reserves the right to refuse or cancel this agreement for any uMe360 REP if uMe360 International determines that there is any violation of these Terms and Conditions, including but not limited to: involvement with terrorism, hate crimes or pornography.
B- NO COST TO MEMBER TO ENTER INTO THIS AGREEMENT

C- ADDITIONAL AGREEMENT, TERMS AND CONDITIONS THAT IS APPLICABLE FOR UME360 INTERNATIONAL INDEPENDENT MARKETING REPRESENTATIVE (“uMe360 REP”):

In consideration of the entire agreement and of the mutual promises contained in the Agreement, the parties agree as follows:

LIMITED LICENSE GRANT TO GIVE AWAY FREE uMe360 SOCIAL NETWORK MEMBERSHIP PERSONALLY OR THROUGH YOUR MAKETING ORGANIZATION.
Subject to the terms and conditions set forth in the entire Agreement, uMe360 International hereby grants to you, a non-exclusive license FOR THE IMMEDIATE MONTH FOLLOWING THE DATE OF THIS AGREEMENT, starting on the 0 hour on the 1st (first) day of the calendar month, and ending on the 12th hour on the last day of the month, subject to you agreeing to abide by our terms and conditions in this agreement to the right to represent uMe360 International for the purpose of marketing FREE uMe360 social network memberships the following month to third parties, and motivating your down line marketing members to the same, to generate potential compensation described in this agreement by approval of this section of the Agreement and the entire Agreement.
D1. UME360 REP COMPENSATION:
The uMe360 International 80% NET ADVERTISING REVENUE SHARING SYSTEM was developed to reward any uMe360 REP who meets the qualification requirements set forth herein, an additional bonus in uMe360 BONUS POINTS as follows:
D1.1 Qualifications and how to earn UME360 BONUS POINTS:
D1. 1.a. Active uMe360 REP: A uMe360 FREE social network member, after logging in and out of uMe360.com 30 (thirty) times during a certain calendar month, accepts uMe360 International Terms and Agreement mentioned herein for the following month, to receive 1 (one) uMe360 BONUS point for that following month.
Illustration:
YOU (active REP)= a uMe360 member who has log in and out 30 times during the calendar month and click on the acceptance button to accepts uMe360 International Terms and Agreement
YOUR BONUS:
AS AN ACTIVE MEMBER, YOU RECEIVE 1 BONUS POINT IF YOU APPROVE THE TERMS AND CONDITIONS TO BE A uMe REP FOR THE FOLLOWING MONTH.
D1.1.b uMe360 MARKETING EXECUTIVE: If you are an Active uMe360 REP, and have 2 (two) or more uMe360 FREE social network members that you have personally sponsored within the first level of your Down line become, or maintain their status as, Active uMe360 REPs this month, then on the following month, you will receive an additional 1(one) uMe360 BONUS point for each Active uMe360 REP found in your first, second, third, fourth, fifth, sixth, seventh, eighth, and ninth level of your direct line of sponsorship organization.
Illustration:
YOU (MARKETING EXECUTIVE) = an Active uMe360 member who has at least 2 (two) Active members on his/her first level during the calendar month, as shown below:
YOU= MARKETING EXECUTIVE
YOUR FIRST LEVEL HAS A MINIMUM OF 2(TWO) ACTIVE REPS: ACTIVE REP 1 and ACTIVE REP 2.
YOUR BONUS AS MARKETING EXECUTIVES:

FOR YOUR POSITION AS AN ACTIVE REP, YOU RECEIVE 1 BONUS POINT FOR THE MONTH YOUR CONTRACT IS IN EFFECT.
ON YOUR FIRST LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR SECOND LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR THIRD LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR FOURTH LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR FIFTH LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR SIXTH LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR SEVENTH LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR EIGHTH LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR NINTH LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP

D1.1.c uMe360 MARKETING DIRECTOR: If you are an Active uMe360 REP, and have 10 (ten) or more uMe360 members that you have personally sponsored within the first level of your Down line become, or maintain their status as uMe360 MARKETING EXECUTIVE (uMe360 MARKETING EXECUTIVE is an Active uMe360 REP, and have 2 (two) or more uMe360 FREE social network members that you have personally sponsored within the first level of your Down line become, or maintain their status as, Active uMe360 REPs this month) this month, then on the following month, you will receive a Tenth Level 100% (one hundred percent) matching bonus in uMe360 BONUS POINTS as follows: as a uMe360 MARKETING DIRECTOR, you will be awarded in uMe360 BONUS points an amount that is equal to all uMe360 BONUS points earned by all Active uMe360 REPs on your tenth level in your down line, excluding any of their matching bonuses in uMe360 BONUS POINTS. uMe360 International does not award matching bonuses on matching bonuses.
Illustration:
YOU (MARKETING DIRECTOR) = an Active uMe360 member who has at least 2 (two) Active members on his/her first level during the calendar month, as shown below:
YOU= MARKETING DIRECTOR
YOUR FIRST LEVEL HAS MINIMUM OF 10 (TEN) MARKETING EXECUTIVES: MARKETING EXECUTIVE 1, MARKETING EXECUTIVE 2, MARKETING EXECUTIVE 3, MARKETING EXECUTIVE 3, MARKETING EXECUTIVE 4, MARKETING EXECUTIVE 5, MARKETING EXECUTIVE 6, MARKETING EXECUTIVE 7, MARKETING EXECUTIVE 8, MARKETING EXECUTIVE 9, MARKETING EXECUTIVE 10.
YOUR BONUS AS MARKETING DIRECTOR:

FOR YOUR POSITION AS AN ACTIVE REP, YOU RECEIVE 1 BONUS POINT FOR THE MONTH YOUR CONTRACT IS IN EFFECT.
ON YOUR FIRST LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR SECOND LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR THIRD LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR FOURTH LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR FIFTH LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR SIXTH LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR SEVENTH LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR EIGHTH LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
ON YOUR NINTH LEVEL: YOU RECEIVE 1 (ONE) BONUS POINT FOR EACH MARKETING EXECUTIVE ON THIS LEVEL ON YOUR DIRECT LINE OF SPONSORSHIP
MATCHING BONUS ON YOUR TENTH LEVEL: as a uMe360 MARKETING DIRECTOR, you will be awarded in uMe360 BONUS points an amount that is equal to all uMe360 BONUS points earned by all Active uMe360 REPs on your tenth level in your direct down line organization, excluding any of their matching bonuses in uMe360 BONUS POINTS. uMe360 International does not award matching bonuses on matching bonuses.

D1.2 Maintenance of qualification:
D1.2.a Calendar month: starts at the 0 hour Central Time US of the 1st (first) day of the calendar month and lasts until 12:00 Midnight Central Time US on the last night of that same calendar month.
D1.2.b Qualification period to become an Active uMe360 REP: A uMe360 REP meets qualification to be eligible for uMe360 BONUSES in the following month by:1- logging in and out of the uMe360.com site 30 times during a calendar month, and 2- clicking on the button to signify his/her acceptance of this Agreement to be in effect the following month.
D1.2.c Renewal of qualification: during the month this Agreement is in effect, a uMe360 REP can re-qualify to be eligible for uMe360 BONUSES in the following month by:1- logging in and out of the uMe360.com site 30 times during a calendar month, and 2- clicking on the button to signify his/her acceptance of this agreement to be in effect the following month.
D1.2.d Out of qualification: Once a uMe360 REP becomes active and qualified for any type of uMe360 BONUS points, and at any time thereafter falls below the qualification requirements in any given month, the uMe360 REP will not be eligible for the receipt of uMe360 BONUSES in the following month. However if in any future month that uMe360 REP again meets qualification, he/she would be eligible for receipt of uMe360 REP uMe360 BONUS points in the following month.
D.2 Conversion from uMe360 BONUS POINT to Payment in U.S.D
D2.a. The uMe360 BONUS points that UME360 REPs earned during the month this Agreement is in effect, will be converted into U.S. Dollars at the end of the Payment Period, which is the last day of the calendar month. The amount of uMe360 BONUS points after conversion to U.S. Dollars, if larger than $20.00 U.S., will be paid to the uMe360 REP via the Account that is approved by uMe360 International for security purposes. A uMe360 REP who maintains qualifications as described above in any given month is eligible to participate in the uMe360 International 80% Net Advertising Revenue Share Program for the following month to earn uMe360 POINTS.
D2.b. Conversion from uMe360 BONUS POINTS to U.S.D.: No later than ten (10) days following the end of the month that the uMe360 BONUS POINTS are earned, uMe360 International will convert the uMe360 BONUS points that the uMe360 REP has earned to cash payment in US Dollars as follows:
The uMe360 BONUS points that uMe360 REPs earned during the month this Agreement is in effect, will be converted into U.S. Dollars at the end of the Payment Period, which is the last day of the calendar month. The amount of UME360 BONUS points after conversion to U.S. Dollars, if larger than $20.00 U.S., will be paid to the UME360 REP via the Account that is approved by uMe360 International for security purposes.
Each UME360 BONUS point is converted to US Dollar by the following calculation:
N= Total Net Advertising Revenues received from Advertisements placed on uMe360.com to be viewed by US or any other countries based members as a national ad by any 3rd party advertisers using uMe360 Advertising Technology Module.
M= 25% of Net Advertising received from uMe360 Partners from local advertising links placed on uMe360.com by local business advertisers in the USA (after uMe360 Partners Payments to commissions, overrides, and other sales related expenses)
LF= Legal fee incurred during the month by uMe360 to operate and defend its business.
X = (N+M – LF-- $100,000.00USD) X 80% (N plus M subtract LF subtract $100,000.00 equals X. X times 80% equals X1)
Note: uMe360, after adding this total sum N+M called X, will then subtract $100,000.00 USD from X which is equal to X1. uMe360 will take 80% of X1 for payment calculation purpose for all uMe360 REPs under the 80% Net Advertising Revenue Sharing Formula.
A = Total Active uMe360 REPs within the complete uMe360 International organization.
X1 / A = Y (X1 divided by A equals Y. Y is unique every month because X and A are varied each month)
Y X 5% = C (Y times 5% equals C. C is the conversion rate from each uMe360 BONUS point in the Ad Revenue Share System to US Dollars. C is unique because Y is different every month).
P = Total points a UME360 REP has received the month before the conversion to U.S. Dollars is executed. P is unique because it is the total points that the uMe360 REP earns for the total active uMe360 REPs that exist in his/her level one through nine in the direct down line organization for the applicable month at ONE BONUS POINT per Active uMe360 REP.
C X P = D (Take C, the conversion rate from each uMe360 BONUS POINT in the Ad Revenue Share System to U.S. Dollar for the month, times P. (P is the total points that the uMe360 REP earns for the total active uMe360 REPs in his/her level one through nine in his/her direct down line organization for the applicable month)
D = Total dollars ($) a uMe360 REP earned in exchange for the uMe360 BONUS POINTS that he/she has earned for the month immediately following the month that he/she meets qualification.
If D is greater or equal to $20.00 then D will be deposited into the uMe360 REP Account, which is an E-wallet account approved by uMe360 A transaction fee of $5.00 will be withheld from the deposit by uMe360. Additional fees will be charged to the account in accordance with the service agreement between UME360 REP and the issuer of the Account.
If D is smaller than $20.00 then D will remain as a credit in U.S. Dollars. This amount will be accrued and displayed in the uMe360 REP’s back office as bonus earned and unpaid. This amount will be accrued in U.S. Dollars for the following months until it equals $20.00 U.S., at which time it will be paid to the uMe360 REP via his/her debit card. A transaction fee of $5.00 will be withheld from the deposit by uMe360. Additional fees will be charged to the account in accordance with the service agreement between uMe360 REP and the issuer of the Account.
D3. PAYMENT METHOD:
UME360 REP will be required to obtain an E=wallet or a debit card to receive payment from uMe360 International. uMe360 REP is subject to a monthly debit card fee for having an active Debit Card Account with a uMe360 approved third party debit card provider, third party fees and conditions applies.
D 4. PAYMENT TRACKING.
uMe360 International reserves the right to calculate, at any time, at its discretion, the bonus points earned to date by a uMe360 REP from the first of the month. There is no limit on how many times uMe360 International may recalculate these numbers during the period. uMe360 REPs can view and track how many uMe360 BONUS POINTS they have accrued as of the last calculation by uMe360 International. On the first day of every calendar month, uMe360 International will attempt to calculate the uMe360 BONUS POINTS of every uMe360 REP for the previous month. There is NO GUARANTEE OF EARNINGS, and there is NO GUARANTEE THAT THE CALCULATION OF BONUS POINTS CAN BE ACHIEVED IN THE FIRST TEN DAYS OF THE FOLLOWING MONTH.
D 5. DISPUTE OF PAYMENT.
Qualified active uMe360 REP agrees that in order for uMe360 International to calculate and pay the commission and overrides for all qualified active uMe360 REPs, uMe360 International has to rely on all uMe360 REP representations as of his/her qualifications and organizational structure as transmitted and displayed to it over the Internet in its servers. THE TECHNOLOGY AND SYSTEM THAT UME360 INTERNATIONAL RELIES UPON TO PERFORM CALCULATION IS SUBJECT TO FAILURE OR HUMAN IMPERFECTION. Some uMe360 REP, uMe360 member, or other could manipulate and manufacture qualified active uMe360 REP to achieve qualification, thus misrepresenting their status. uMe360 International, and or its vendors, servicing agent, platform and technology used to perform their day to day business could fail and/or may not recognize legitimate qualification by some qualified active uMe360 REPs. uMe360 REP agrees that it is his/her duty to monitor and notify uMe360 International of any discrepancy, whether of overpayment or underpayment within 3 (three) business day after commission and overrides are posted and provide proof thereof. uMe360 REPs acknowledge that failure to report to uMe360 International within 3 day after commission and overrides is posted may cause irreversible damage to uMe360 International in terms of reputation and finance. uMe360 REP agrees that after payment is posted after the date of the end of the accounting month, all discrepancies must be brought to the attention of uMe360 International by email to: uMe360 PAYMENTDISCREPANCY@uMe360.com within 3 business day from the date payment posted, TOGETHER WITH ALL DOCUMENTED PROOF SUPPORTING YOUR POSITION. IF NO SUCH NOTIFICATION IS MADE TO uMe360 INTERNATIONAL, THE uMe360 REP IS DEEMED TO HAVE ACCEPTED THE PAYMENT, REGARDLESS OF ANY ERRORS OR DISCREPANCIES AND AGREES TO HOLD uMe360 INTERNATIONAL AND ALL OF ITS PARTNERS AND AFFILIATES HARMLESS FROM ANY CLAIM ARISING FROM ANY PURPORTED ERROR OR DISCREPANCY.
D 6. PROMOTION OF uMe360 INTERNATIONAL.
uMe360 REP shall bear the entire cost and expense of conducting its business to promote uMe360 FREE social network membership and the uses of it. In no event shall uMe360 REP make any representation, guarantee or warranty concerning uMe360 International except as expressly authorized by uMe360 International in accordance with the terms of these Terms and Conditions.
D7. TERRITORIAL RIGHTS.
uMe360REP can promote uMe360 FREE social network membership to anyone who is legally doing business with a US company from anywhere in the world without franchise or territorial restrictions except in foreign country where prohibited by law, subject to uMe360 Terms and Conditions.
D 8. ALTERATION TO MEMBER POSITION.
A uMe360 FREE social network member may transfer, sell or will his or her uMe360 social and business network membership account, together with all uMe360 affiliated independent businesses, related to that account that the member is currently operating, including but not limited to his/her position on uMe360 International Net Advertising Revenue Sharing program at any time. Name and payment information can be changed via member’s secured administrative back office, provided that the member pays an administration fee of $1,000.00 to uMe360 International, and provide uMe360 International the proper copies of such transfer, approved by both parties, buyer and seller of such account. Both purchaser and seller of such membership must hold uMe360, uMe360 International, and all of their respective agents, partners, vendors, affiliates, and employees harmless against any claim, and or liability arising out of this membership transfer. uMe360 International does not approve any one annuity company purchasing more than one uMe360 membership account.

D9. USE OF uMe360 INTERNATIONAL PUBLIC OR PROPRIETARY INFORMATION.
To maintain accuracy and consistent image, it is required that all media inquiries (including radio, television, and print publication) be referred directly to uMe360 International. Any individual or entity that uses any marketing material with the uMe360 or uMe360 International name and/or logo on it must have the prior written approval of uMe360 International before using such material. Materials that do not mention uMe360 International are the sole responsibility of each uMe360 REP. No phone numbers or the address of uMe360 International may be used on any materials used by a uMe360 REP unless it is approved in advance by uMe360 International.
D 10.BUSINESS CARDS.
The uMe360 or uMe360 International Name and/or Logo may be used only on business cards approved by uMe360 International to be used by uMe360 REP.

D 11.TRADEMARKS.
During the term of the Agreements, a uMe360 REP shall have the right to indicate to the public that he or she is an authorized independent representative of uMe360 International and to advertise uMe360 International under the trademarks and trade names that uMe360 International may adopt from time to time (the "uMe360 International Trademarks"). Nothing herein shall grant any uMe360 REP any right, title or interest in any uMe360 International Trademark. At no time during or after the term of the Agreements shall any uMe360 REP challenge or assist others to challenge the validity of any uMe360 International Trademark or the registration thereof, or attempt to register any trademarks, marks or trade names confusingly similar to those of uMe360 International. All representations of a uMe360 International Trademark that a uMe360 REP intends to use shall be exact copies of those used by uMe360 International or shall first be submitted to uMe360 International for approval (which may be withheld by uMe360 International at its sole and absolute discretion) of design, color, and other details. In the event that any uMe360 International Trademark is to be used in conjunction with another trademark on or in relation to the Services, the uMe360 International Trademark shall be presented equally legibly, equally prominently, and of equal or greater size than the other, and it must be separated from the other so that each appears to be a mark in its own right, distinct from the other mark.

D 12. INVOLUNTARY TERMINATION.
A uMe360 REP’s violation of any of the terms of the Agreement, including any amendments that may be made by uMe360 International in its sole discretion, may result in the involuntary termination of this Agreement. Termination shall be effective on the date on which written notice is mailed, emailed, faxed, or delivered to an express courier for delivery to the uMe360 REP’s last known address, email address, or fax number, or to his/her attorney, or when the uMe360 REP receives actual notice of termination, whichever occurs first. Such termination shall include the cancellation of the uMe360 REP’s uMe360 International websites. In addition, the Agreement may be terminated at the sole discretion of uMe360 International for false representation; spamming during marketing practices; violation of Terms and conditions of uMe360; Unethical behavior; Promoting or committing violence toward others, or infringement of copyright, patent and trademark restrictions applicable to uMe360 International or uMe360. In the case of termination, any commissions due to that date will be paid in full.
D 12. LIMITATION OF LIABILITY.
IN THE EVENT OF TERMINATION BY EITHER PARTY, IN ACCORDANCE WITH ANY OF THE PROVISIONS OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, BECAUSE OF SUCH TERMINATION, FOR COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PROSPECTIVE PROFITS OR ANTICIPATED SALES OR ON ACCOUNT OF EXPENDITURES, INVESTMENTS, LEASES OR COMMITMENTS IN PARTICIPANT TERMS & CONDITIONS CONNECTION WITH THE BUSINESS OR GOODWILL OF uMe360 INTERNATIONAL OR uMe360 REP. uMe360 INTERNATIONAL 'S SOLE LIABILITY UNDER THE TERMS OF THIS DOCUMENT SHALL BE FOR ANY UNPAID COMMISSIONS THAT IS DUE TO uMe360 REP.

D 13. NO CONSEQUENTIAL DAMAGES.
uMe360 INTERNATIONAL WILL MAKE EVERY EFFORT TO ASSURE NON-INTERRUPTED SERVICE BUT IN NO EVENT SHALL uMe360 INTERNATIONAL BE LIABLE TO MEMBER FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND UNDER ANY CAUSE OR ACTION (INCLUDING NEGLIGENCE), WHETHER OR NOT uMe360 INTERNATIONAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED IN THIS DOCUMENT, uMe360 INTERNATIONAL 'S TOTAL LIABILITY FOR DAMAGES IN CONNECTION WITH THE RELATIONSHIP, WHETHER IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER FORM OF ACTION, SHALL BE FOR ANY UNPAID COMMISSIONS DUE A uMe360 REP.
D 14. INDEMNIFICATION.
uMe360 REP shall be solely responsible for, and shall indemnify and hold uMe360 INTERNATIONAL free and harmless from, any and all claims, damages or lawsuits (including uMe360 INTERNATIONAL 's attorneys' fees) arising out of the acts or omissions or misconduct of uMe360 REP, his/her/its employees or agents, including, without limitation, claims by third parties against uMe360 INTERNATIONAL as a result of uMe360 REP's (i) representation of uMe360 INTERNATIONAL in a manner inconsistent with uMe360 INTERNATIONAL 's published Advertising System descriptions and warranties, (ii) use of uMe360 INTERNATIONAL inconsistent with the terms of the Agreements and the published terms, (iii) service or support of the Services; or (iv) failure of uMe360 REP, its employees or agents to comply with any applicable local or regional law or regulation. The uMe360 REP agrees to hold uMe360 INTERNATIONAL, and its agents, vendors, employees, partners, and affiliates harmless from any claim or claims resulting from the uMe360 REP's activities whether on behalf of uMe360 INTERNATIONAL or not.
D 15. INJURIES.
uMe360 REP acknowledges that uMe360 REP should obtain and provide its own insurance coverage's for any and all injury or damage claims that may arise from uMe360 REP's participation with uMe360 INTERNATIONAL.
D 16. MISCELLANEOUS.
D 16.1 Successors and Assigns. The rights and obligations of the qualified active uMe360 REP under the Agreements may not be transferred or assigned directly or indirectly, without the express written consent of uMe360 International. Subject to the foregoing, terms and conditions of this the Agreements shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in the Agreements, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this the Agreements, except as expressly provided in the Agreements. uMe360 International shall have the right to assign the Agreements without the consent of uMe360 REP or uMe360 FREE member.

D 16.2. Arbitration. Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in the City of Las Vegas, NV, or whatever city uMe360 International corporate offices are currently located. The parties shall be entitled to all discovery rights allowed under the Federal Rules of Civil Procedure. No other aspects of the Federal Rules of Civil Procedure shall be applicable to arbitration. There shall be one arbitrator, an attorney at law, who shall have expertise in business law. If arbitration is necessary to enforce or interpret the terms of the Agreements, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate shall survive any termination or expiration of the Agreement.

D 16.3. Notices. Except as otherwise specifically provided herein, any notice required or permitted by the Agreements shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile or electronic mail transmission, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party's address, facsimile number or electronic mail address as set forth below, or as subsequently modified by written notice.

D 16.4. Severability. If one or more provisions of the Agreements are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from the Agreements, (ii) the balance of the Agreements shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreements shall be enforceable in accordance with its terms.

D 16.5.Entire Agreement. This Agreement is the product of both of the parties hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled.

D 16. 6.Advice of Legal Counsel. Each party acknowledges and represents that, in executing the Agreements, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of the Agreements. The Agreements shall not be construed against any party by reason of the drafting or preparation thereof.

D 16.7. uMe360 REP Voluntary Cancellation of this Agreement. uMe360 REP may cancel their agreement with uMe360 International at any time. Any past remaining obligation by uMe360 REP will remain in effect and any commission and overrides due to uMe360 REP by uMe360 International will be paid in full.