OnlineSensor CrowdFunding has made a commitment to provide the finest fundraising experience backed by impeccable service to its Managers (Project Manager or participant). In turn, the company expects OnlineSensor CrowdFunding Managers to reflect that image in their relationships with Customers and fellow Managers.
As a OnlineSensor CrowdFunding Manager you are expected to operate your project according to the highest standards of integrity and fair practice in your role as a OnlineSensor CrowdFunding Manager. Failure to comply with the Code of Ethics can result in your termination as a OnlineSensor CrowdFunding Manager. The Code of Ethics, therefore, states:
2.1 - Policies and Share Distribution Formula Incorporated into Manager Agreement
These Policies and Procedures, in their present form and as amended at the sole discretion of OnlineSensor CrowdFunding, are incorporated into, and form an integral part of, the OnlineSensor CrowdFunding Manager Agreement. Throughout these Policies, when the term "Agreement" is used, it collectively refers to the OnlineSensor CrowdFunding Manager Application and Agreement Form, these Policies and Procedures and the OnlineSensor CrowdFunding Share Distribution Formula. These documents are incorporated by reference into the OnlineSensor CrowdFunding Manager Agreement (all in their current form and as amended by OnlineSensor CrowdFunding).
2.2 - Purpose of Policies
OnlineSensor CrowdFunding is a fundraising platform that promotes charitable projects through Independent Managers. It is important to understand that your success and the success of your fellow Managers depend on the integrity of those who participate in OnlineSensor Crowdfunding. To clearly define the relationship that exists between Managers and OnlineSensor CrowdFunding, and to explicitly set a standard for acceptable project conduct, OnlineSensor CrowdFunding has established the Agreement. OnlineSensor CrowdFunding Managers are required to comply with all of the provisions set forth in the Agreement, which OnlineSensor CrowdFunding may amend at its sole discretion from time to time, as well as with all international, federal, state and local laws governing their OnlineSensor CrowdFunding project and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this document carefully. It explains and governs the relationship between you, as an independent contractor, and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from the OnlineSensor CrowdFunding corporate office.
2.3 - Changes to the Agreement
Because laws and the business environment periodically change, OnlineSensor CrowdFunding reserves the right to amend the Agreement, Share Distribution Formula at its sole and absolute discretion. By accepting the Manager Agreement, a Manager agrees to abide by all amendments or modifications that OnlineSensor CrowdFunding elects to make. Amendments shall be effective 30 days after publication of notice of amendments in official OnlineSensor CrowdFunding materials. The Company shall provide or make available to all Managers a complete copy of the amended provisions by one or more of the following methods: (a) posting on the Company's official website; (b) electronic mail (email); (c) inclusion in Company periodicals; (d) inclusion with funds withdrawals; or (e) special mailings. The continuation of a Manager's OnlineSensor CrowdFunding project or a Manager's acceptance of contributions constitutes acceptance of any and all amendments.
2.4 - Delays
OnlineSensor CrowdFunding 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, curtailment of a party's source of supply, government decrees or orders, and acts of God.
2.5 - Policies and Provisions Severable
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.
2.6 - Waiver
The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a project. No failure of OnlineSensor CrowdFunding to exercise any right or power under the Agreement or to insist upon strict compliance by an Manager 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 OnlineSensor CrowdFunding's right to demand exact compliance with the Agreement. Waiver by OnlineSensor CrowdFunding can be affected only in writing by an authorized officer of the Company. OnlineSensor CrowdFunding's waiver of any particular breach by a Manager shall not affect or impair OnlineSensor CrowdFunding's rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Manager. Nor shall any delay or omission by OnlineSensor CrowdFunding to exercise any right arising from a breach affect or impair OnlineSensor CrowdFunding's rights as to that or any subsequent breach. The existence of any claim or cause of action of a Manager against OnlineSensor CrowdFunding shall not constitute a defense to OnlineSensor CrowdFunding's enforcement of any term or provision of the Agreement.
3.1 - Requirements to Become a Manager
To become a OnlineSensor CrowdFunding Manager, each applicant must:
3.1.1 - Be at least 18 years of age;
3.1.2 - Reside in the country officially opened by the Company;
3.1.4 - Submit an accepted OnlineSensor CrowdFunding Manager Application and Agreement.
3.1.5 - Submit a Project for crowd funding that is approved and accepted by Company.
The Company reserves the right to reject any applications for a new Manager or applications for renewal, as well as the right to reject any and all Crowd Funding projects that the Company at its sole discretion determines to be illegal, unethical, or otherwise in conflict with the Company's best interests.
3.2 - Manager Benefits
Once a Manager Application and Agreement has been accepted by OnlineSensor CrowdFunding, the following benefits are available to the new Manager.
3.2.1 - Managers that enroll in OnlineSensor CrowdFunding are allowed to:
4.1 - Adherence to the OnlineSensor CrowdFunding Share Distribution Formula
Managers must adhere to the terms of the OnlineSensor CrowdFunding Share Distribution Formula as set forth in official OnlineSensor CrowdFunding literature.
Managers shall not offer the OnlineSensor CrowdFunding benefits through, or in combination with, any other system, program or method of marketing other than that specifically set forth in official OnlineSensor CrowdFunding literature. Managers shall not require or encourage Managers to participate in OnlineSensor CrowdFunding in any manner that varies from the program as set forth in official OnlineSensor CrowdFunding literature. Managers shall not require or encourage other current or prospective Managers to execute any agreement or contract other than official OnlineSensor CrowdFunding agreements and contracts in order to become a OnlineSensor CrowdFunding Manager. Similarly, Managers shall not require or encourage other current or prospective Managers to make any purchase from, or payment to, any individual or other entity to participate in the OnlineSensor CrowdFunding Share Distribution Formula other than those purchases or payments identified as recommended or required in official OnlineSensor CrowdFunding literature.
If a Manager decides that there is a Crowd Funding Project within their sharing steps, in accordance with the Share Distribution Formula, that they prefer to not share to that specific project; each Manager shall be allocated one sharing waiver from the seven (7) projects listed. If Manager elects to waive share funding to one project, an alternative project shall be made available at Company's sole discretion from a Company list, so as to not interfere with the integrity of the Share Distribution Formula, but still allow the individual Manager discretion in sharing. There shall be no more than one waiver allowed per Manager.
A Partnership, LLC or Corporation may hold a Managership upon completion of the Manager Application form. However, an individual may not participate in more than one (1) project. The person signing the application on behalf of a business entity must have the authority of said entity for entering into the transaction. In addition, by signing for as a business entity, you certify that no person with an interest of debt or equity in the business has had an interest in a project in OnlineSensor CrowdFunding within six (6) months of the date of signature.
4.4 - Changes to a OnlineSensor CrowdFunding Project
4.4.1 - General
Each Manager must immediately notify OnlineSensor CrowdFunding of all changes to the information contained in his or her Manager Application and Agreement. Managers may modify their existing Manager Agreement Form by submitting a written request and appropriate supporting documentation.
4.4.2 - Change of Referrer
To protect the integrity of all marketing organizations and safeguard the hard work of all Managers, OnlineSensor CrowdFunding does not allow changes in Referrer for active Managers. Maintaining the integrity of Referrer is critical for the success of every Manager and marketing organization. Accordingly, the transfer of a OnlineSensor CrowdFunding project from one Referrer to another is not permitted.
Exception - A request for a change in Referrer, due to OnlineSensor CrowdFunding error, will be accepted within 45 days of completion of the application.
4.4.3 - Cancellation and Re-application
A Manager may legitimately change organizations by:
a) Voluntarily cancelling his or her OnlineSensor CrowdFunding Agreement and remaining inactive (i.e., no referring; and no attendance at any OnlineSensor CrowdFunding functions, participation in any other form of Manager activity, or operation of any other OnlineSensor CrowdFunding project) for 6 full calendar months.
Following the 6 calendar month period of inactivity, the former Manager may reapply under a new Referrer. However the former Manager will permanently lose any and all right to their former Manager organization.
4.5 - Unauthorized Claims and Actions
4.5.1 - Indemnification
A Manager is fully responsible for all of his or her verbal and written statements made regarding OnlineSensor CrowdFunding projects and the Share Distribution Formula that are not expressly contained in official OnlineSensor CrowdFunding materials. Managers agree to indemnify OnlineSensor CrowdFunding and OnlineSensor CrowdFunding's directors, officers, employees and agents and hold them harmless from any and all liability, including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by OnlineSensor CrowdFunding as a result of the Manager's unauthorized representations or actions. This provision shall survive the termination of the Manager Agreement.
4.5.2 - Sharing/Income Claims
In their enthusiasm to enroll prospective Managers, some Managers are occasionally tempted to make exaggerated funds received claims or representations to demonstrate the inherent power of crowd funding. This is counterproductive because new Managers may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved. Moreover, the Federal Trade Commission and all states and most countries have laws or regulations that regulate or even prohibit certain types of such claims and testimonials made by persons engaged in this activity. While Managers may believe it beneficial to disclose the sharing results for themselves or others, such approaches have legal consequences that can negatively impact OnlineSensor CrowdFunding as well as the Manager making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation.
4.6 - Conduct at OnlineSensor CrowdFunding Events
4.6.1 - Selling or Recruiting at OnlineSensor CrowdFunding OnlineSensor CrowdFunding events is not permitted. These activities take away from the primary focus of the event, and can negatively reflect on the professional image of OnlineSensor CrowdFunding as a company. You may, however, offer a business card.
4.6.2 - No Selling or Recruiting for other Companies at OnlineSensor CrowdFunding Events
OnlineSensor CrowdFunding Managers shall not sell any products or recruit for any business during OnlineSensor CrowdFunding events. This restriction most specifically applies to sales and recruitment efforts for any direct sales or marketing program, regardless of the product category, including those that do not compete with OnlineSensor CrowdFunding.
4.7 - Conflicts of Interest
4.7.1 - Non-compete Policy
OnlineSensor CrowdFunding Managers are free to participate in any sales, direct sales, multilevel or network marketing business ventures or marketing opportunities (collectively "network marketing"). Managers may not display OnlineSensor CrowdFunding projects, services, or products with any other products or services in a fashion that might in any way confuse or mislead a prospective customer, merchant or Manager into believing there is a relationship between the OnlineSensor CrowdFunding and non-OnlineSensor CrowdFunding products or services.
4.7.2 - Non-solicitation
During the term of this Agreement, Managers may not recruit other OnlineSensor CrowdFunding Managers for any other business. Following the cancellation of this Agreement, and for a period of one year thereafter, a former Manager may not recruit any OnlineSensor CrowdFunding Manager for any other business, with the exception of a Manager who is personally referred by the former Manager. The Managers and Company recognize that because crowd funding is conducted through networks of independent Managers dispersed across the entire globe, and business is commonly conducted via the Internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, the Managers and Company agree that this non-solicitation provision shall apply to all activities in which OnlineSensor CrowdFunding conducts operations.
The term "recruit" means actual or attempted solicitation, enrollment, encouragement or effort to influence in any other way, either directly or through a third party, another OnlineSensor CrowdFunding Manager to enroll or participate in a multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the Manager's actions are in response to an inquiry made by another Manager.
4.7.3 - Activity (Genealogy) Reports
Activity Reports made available for Manager access and viewing at OnlineSensor CrowdFunding's official website, are considered confidential. Manager access to their Activity Reports is password protected. All Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to OnlineSensor CrowdFunding. Activity Reports are provided to Managers in the strictest of confidence and are made available to Managers for the sole purpose of assisting Managers in working with their respective Organizations in the development of their OnlineSensor CrowdFunding project. Managers should use their Activity Reports to assist, motivate and train their Managers. The Manager and OnlineSensor CrowdFunding agree that, but for this agreement of confidentiality and nondisclosure, OnlineSensor CrowdFunding would not provide Activity Reports to the Manager. A Manager shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity:
Upon demand by the Company, any current or former Manager will return the original and all copies of Activity Reports to the Company.
4.8 - Cross-Referring
Actual or attempted cross-referring is strictly prohibited. "Cross-Referring" is defined as the enrollment of an individual or entity that already has a current Manager Agreement on file with OnlineSensor CrowdFunding, or who has had such an agreement within the preceding 6 calendar months, within a different line of Referrership. The use of a spouse or relative's name, trade names, assumed names or fictitious ID numbers to circumvent this policy is prohibited. Managers shall not demean, discredit or defame other OnlineSensor CrowdFunding Managers in an attempt to entice another Manager to become part of the first Manager's organization. If a prohibited organization transfer occurs, OnlineSensor CrowdFunding shall take disciplinary action against the Manager(s) who engaged, acquiesced and/or knowingly participated in the improper cross-referring. However, it shall be entirely within OnlineSensor CrowdFunding's discretion where in the genealogical structure, the cross-referred organization in question shall be placed or otherwise distributed.
Because equities often exist in favor of both organizations, MANAGERS WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY FOR ITS DECISION REGARDING THE FINAL DISPOSITION OR PLACEMENT OF THE CROSSREFERRED ORGANIZATION.
4.9 - Errors or Questions
If a Manager has questions about or believes any errors have been made regarding share funding, Activity Reports, or charges, the Manager must notify the Manager Care Department at OnlineSensor CrowdFunding's headquarters by email, at email@example.com, within 15 days of the date of the purported error or incident in question. OnlineSensor CrowdFunding will not be responsible for any errors, omissions or problems not reported to the Company within 15 days.
4.10 - Rejection of Projects and Potential Projects
Company at its sole discretion reserves the right to accept or reject the application and placement of any and all prospective projects for Crowd Funding on its platform. Company expressly rejects any and all projects of an illegal, or unethical manner, or any projects that the Company at its sole discretion believes is not in the best interests of the Company and its standards. Company further reserves the right to accept or reject any and all potential Managers. Prospective Manager acknowledges and agrees that Managership in Company is not a right, and that they and their project must be accepted by Company.
4.11 - Governmental Approval or Endorsement
No international, federal or state regulatory agencies or officials approve or endorse any project. Therefore, Managers shall not represent or imply that OnlineSensor CrowdFunding or its Share Distribution Formula have been "approved," "endorsed" or otherwise sanctioned by any government agency.
4.13 - Identification
Upon enrollment, the Company will provide a unique Manager Identification Number to the Manager by which he or she will be identified.
4.14 - Income Taxes
Each Manager is responsible for paying local, state and federal taxes on any taxable funds generated as a Manager. OnlineSensor CrowdFunding is simply acting as a conduit between donators and projects and does not pay any commissions or bonuses to projects. OnlineSensor CrowdFunding is therefore not responsible for determining taxability of funds received by each project.
4.15 - Independent Contractor Status
Managers are independent contractors and are not purchasers of a franchise or a business opportunity. The agreement between OnlineSensor CrowdFunding and its Managers does not create an employer/employee relationship, agency, partnership or joint venture between the Company and the Manager. Managers shall not be treated as an employee for his or her services or for federal or state tax purposes. All Managers are responsible for paying local, state and federal taxes due, if any, from all funds received as a Project Manager. The Project Manager has no authority (expressed or implied) to bind the Company to any obligation. Each Manager shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Manager Agreement Form, and these Policies and Procedures, and applicable laws.
The name of OnlineSensor CrowdFunding and other names as may be adopted by OnlineSensor CrowdFunding are proprietary trade names, trademarks and service marks of OnlineSensor CrowdFunding. As such, these marks are of great value to OnlineSensor CrowdFunding and are supplied to Managers for their use only in an expressly authorized manner. Use of the OnlineSensor CrowdFunding name on any item not produced by the Company is prohibited except as follows:
Independent OnlineSensor CrowdFunding Manager
Managers may not answer the telephone by saying "OnlineSensor CrowdFunding," "OnlineSensor CrowdFunding Processing", or in any other manner that would lead the caller to believe that he or she has reached the corporate offices of OnlineSensor CrowdFunding.
Advertising is not limited to print media; it also includes Internet advertising and other forms of advertising. It is prohibited for a Manager to use an Internet or email address that utilizes the trade name OnlineSensor CrowdFunding, or includes OnlineSensor CrowdFunding in a portion of the address. Project Managers are prohibited from using the core words "OnlineSensor CrowdFund" in any URL, advertising or promotion and adding additional extensions such as "OnlineSensor CrowdFunders" or any other variations of the core trademarked name.
It is also prohibited for a Manager to use any website materials on a website that references or relates to OnlineSensor CrowdFunding that is not authorized in writing by OnlineSensor CrowdFunding. It is also prohibited for a Manager to place links from unauthorized websites or web pages directly to the Manager's replicated website or web page that has been authorized by OnlineSensor CrowdFunding.
4.18 - Laws and Ordinances
Managers shall comply with all federal, state and local laws and regulations in the conduct of their projects. Many cities and counties have laws regulating certain home-based businesses. Managers must obey those laws that do apply to them. If a city or county official tells a Manager that an ordinance applies to him or her, the Manager shall comply with the law.
4.19 - Minors
Managers shall not enroll or recruit individuals under the age of 18 into the OnlineSensor CrowdFunding program.
4.20 - Actions of Household Managers or Affiliated Individuals.
If any Manager of a Manager's household, family, or other affiliated individual engages in any activity that, if performed by the Manager, would violate any provision of the Agreement, such activity will be deemed a violation by the Manager and OnlineSensor CrowdFunding may take disciplinary action pursuant to the Statement of Policies against the Manager.
4.21 - One OnlineSensor CrowdFunding Project per Manager
A Manager may operate or have an ownership interest as a sole proprietorship in only one OnlineSensor CrowdFunding project, and only one Crowd Funding project. No individual may have, operate or sharing from more than one OnlineSensor CrowdFunding project. Individuals of the same family unit may enter into or have an interest in more than one OnlineSensor CrowdFunding Project provided a family Manager acts as the direct Referrer of the other. A "family unit" is defined as spouses, domestic partners and dependent children living at or doing business at the same address.
An exception to the one-project-per-Manager rule will be considered on a case-by-case basis if two Managers marry. Requests for exceptions to this policy must be submitted in writing to the Compliance Department.
4.22 - Referring
All active Managers in good standing have the right to refer and enroll others into OnlineSensor CrowdFunding. Each prospective Manager has the ultimate right to choose his or her own Referrer. If two Managers claim to be the Referrer of the same new Manager, the Company shall regard the first application received by the Company as controlling.
4.23 - Stacking
"Stacking" is strictly prohibited. The term "stacking" includes: (a) violating the one-project-per-household rule and/or (b) enrolling fictitious or non-participating individuals or entities into the OnlineSensor CrowdFunding Share Distribution Formula, in an attempt to manipulate the Share Distribution Formula.
4.24 - Telemarketing
The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices.
Both federal agencies (as well as a number of states) have "do not call" regulations as part of their telemarketing laws. While you may not consider yourself a "telemarketer" in the traditional sense of the word, these regulations broadly define the term "telemarketer" and "telemarketing" so that your inadvertent action of calling someone whose telephone number is listed on the federal "do not call" registry could cause you to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties (up to $11,000.00 per violation).
Therefore, Managers must not engage in telemarketing relative to the operation of their OnlineSensor CrowdFunding projects. The term "telemarketing" means the placing of one or more telephone calls to an individual or entity to induce the purchase of a OnlineSensor CrowdFunding product or service, or to recruit them for the OnlineSensor CrowdFunding platform. "Cold calls" made to prospective customers or Managers that promote either OnlineSensor CrowdFunding's products or services or the OnlineSensor CrowdFunding opportunity constitute telemarketing and are prohibited. However, a telephone call(s) placed to a prospective customer or Manager (a "prospect") is permissible under the following situations:
In addition, Managers shall not use automatic telephone dialing systems relative to the operation of their OnlineSensor CrowdFunding participation. The term "automatic telephone dialing system" means equipment which has the capacity to (a) store or produce telephone numbers to be called using a random or sequential number generator and (b) to dial such numbers.
5.1 - Change of Address or Telephone
To ensure timely delivery of support materials, it is critically important that OnlineSensor CrowdFunding's files are current. Managers planning to move should email OnlineSensor CrowdFunding corporate office, at firstname.lastname@example.org, their new address and telephone numbers. To guarantee proper delivery, two-week advance notice to OnlineSensor CrowdFunding is recommended on all changes.
5.2 - Non-disparagement
OnlineSensor CrowdFunding wants to provide its Managers with the best products, Share Distribution Formula and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the OnlineSensor CrowdFunding corporate offices. While OnlineSensor CrowdFunding welcomes constructive input, negative comments and remarks made in the field by Managers about the Company, its products or Share Distribution Formula serve no purpose other than to sour the enthusiasm of other OnlineSensor CrowdFunding Managers. For this reason, and to set the proper example for their Managers, Managers must not disparage, demean or make negative remarks about OnlineSensor CrowdFunding, other OnlineSensor CrowdFunding Managers, OnlineSensor CrowdFunding's services, the Share Distribution Formula or OnlineSensor CrowdFunding's directors, officers or employees.
5.3 - Providing Documentation to Applicants
Managers must provide the most current version of the Policies and Procedures and the Share Distribution Formula to individuals whom they are referring to become Managers before the applicant signs a Manager Agreement. Additional copies of Policies and Procedures can be found on the OnlineSensor CrowdFunding website at www.onlinesensor.com, or in your back office under the tab Policies and Procedures.
5.4 - Reporting Policy Violations
Managers observing a policy violation by another Manager should submit a written report of the violation directly to the attention of the OnlineSensor CrowdFunding Compliance Department. Details of the incident(s), such as dates, number of occurrences, persons involved and any supporting documentation, should be included in the report.
6.0 - Reports
All information provided by OnlineSensor CrowdFunding in online or telephonic Activity Reports, including but not limited to personal and group sales volume (or any part thereof), and referring activity is believed to be accurate and reliable. Nevertheless, due to various factors, including the inherent possibility of human and mechanical error; the accuracy, completeness and timeliness of orders; denial of credit card and electronic check payments; and credit card and electronic check charge-backs, the information is not guaranteed by OnlineSensor CrowdFunding or any persons creating or transmitting the information. All sharing totals are provided "as is" without warranties, expressed or implied, or representations of any kind whatsoever. In particular, but without limitation, there shall be no warranties of merchantability, fitness for a particular use or non-infringement.
To the fullest extent permissible under applicable law, OnlineSensor CrowdFunding and/or other persons creating or transmitting the information will in no event be liable to any Manager or anyone else for any direct, indirect, consequential, incidental, special or punitive damages that arise out of the use of or access to sharing totals information (including but not limited to lost funds, loss of opportunity and damages that may result from inaccuracy, incompleteness, inconvenience, delay or loss of the use of the information), even if OnlineSensor CrowdFunding or other persons creating or transmitting the information shall have been advised of the possibility of such damages. To the fullest extent permitted by law, OnlineSensor CrowdFunding or other persons creating or transmitting the information shall have no responsibility or liability to you or anyone else under any tort, contract, negligence, strict liability, products liability or other theory with respect to any subject matter of this agreement or terms and conditions related thereto. Access to and use of OnlineSensor CrowdFunding's online reporting services and your reliance upon such information is at your own risk. All such information is provided to you "as is." If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to OnlineSensor CrowdFunding's online reporting services and your reliance upon the information.
7.1 - Disciplinary Sanctions
Violation of the Agreement, these Policies and Procedures or any illegal, fraudulent, deceptive or unethical business conduct by a Manager may result, at OnlineSensor CrowdFunding's discretion, in one or more of the following corrective measures:
7.2 - Grievances and Complaints
When a Manager has a grievance or complaint with another Manager regarding any practice or conduct in relationship to their respective OnlineSensor CrowdFunding projects, the complaining Manager should first report the problem to his or her Referrer, who should review the matter and try to resolve it with the other party's Referrer. If the matter cannot be resolved, it must be reported in writing to the Company. The Company will review the facts and determine if a policy violation has occurred and take appropriate action.
7.3 - 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 Inter-American Commercial Arbitration Commission (IACAC) or other recognized arbitration service, under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Managers waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in Panama City, Panama, unless the laws of the state in which a Manager resides expressly require the application of its laws, in which case the arbitration shall be held in the capital of that state. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions, with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel that the IACAC provides. The prevailing party shall be entitled to receive from the losing party, OR each party to the arbitration shall be responsible for its own, costs and expenses of arbitration, including legal and filing fees. 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 arbitration shall survive any termination or expiration of the Agreement.
Nothing in these Policies and Procedures shall prevent OnlineSensor CrowdFunding from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect OnlineSensor CrowdFunding's interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
7.4 - Governing Law, Jurisdiction and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside in Panama City, Panama. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of Panama shall govern all other matters relating to or arising from the Agreement.
7.4.1 - Louisiana Residents: Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law.
8.1 - Effect of Cancellation
So long as a Manager remains active and complies with the terms of the Manager Agreement and these Policies and Procedures, OnlineSensor CrowdFunding shall distribute funds to such Manager in accordance with the Share Distribution Formula. A Manager's accumulated share of funds constitute the entire consideration for the Manager's efforts in generating funds and all activities related to generating funds (including building a Sharing Organization). Following a Manager's termination for inactivity, or voluntary or involuntary termination of his or her Manager Agreement (all of these methods are collectively referred to as "termination"), the former Manager shall have no right, title, claim or interest to the organization that he or she operated, or any funds generated by the organization. A Manager whose project is terminated will lose all rights as a Manager. In the event of termination, Managers agree to waive all rights they may have, including but not limited to property rights, to their former organization and to any funds derived from the activities of his or her former organization.
Following a Manager's termination of his or her Manager Agreement, the former Manager shall not hold himself or herself out as a OnlineSensor CrowdFunding Manager. A Manager whose Manager Agreement is terminated shall receive funds only for the amount in his or her wallet prior to cancellation (less any amounts withheld during an investigation preceding an involuntary termination).
8.2 - Involuntary Termination
A Manager's violation of any of the terms of the Agreement, including any amendments that may be made by OnlineSensor CrowdFunding in its sole discretion, may result in any of the sanctions listed in Section 7.1, including the involuntary termination of his or her Manager Agreement. Cancellation shall be effective on the date on which written notice is mailed, faxed or delivered to an express courier to the Manager's last known address (or fax number), or to his or her attorney, or when the Manager receives actual notice of termination, whichever occurs first.
8.3 - Voluntary Termination
A Manager has a right to cancel, at any time, regardless of reason. Termination must be submitted in writing to the Company at its principal business address. The written notice must include the Manager's signature, printed name, and address and Manager ID number. Managers who have resigned may re-apply to become a Manager with OnlineSensor CrowdFunding after 6 months. A Manager's position is subject to termination due to inactivity after being inactive for 6 full calendar months.
8.4 - Non-Renewal
A Manager may also voluntarily cancel his or her Manager Agreement by failing to maintain the Agreement annually. The Company may also elect not to renew a Manager's Agreement.
8.5 - Complete Agreement
These Policies and Procedures, any and all modifications made by the Company, along with the Terms and Conditions and the Share Distribution Formula make up the entire agreement between Manager and Company.
Revised on: October 10, 2015