Independent Consultant / Member Terms and Conditions.

As an Independent Consultant of Perfect World Solutions, I agree to the conditions and terms set forth in Perfect World Solutions Policies and Procedures, and in Perfect World Solutions Compensation Plan which is incorporated herein by reference. The following Policies and Procedures become effective March 1, 2008. They supersede and replace any previously published Policies and Procedures.
1. I agree as an Independent Consultant I am responsible for my own business. I am not a legal representative or employee of Perfect World Solutions, nor am I an employee of any party with whom Perfect World Solutions transacts business. I agree that I will not be representing Perfect World Solutions in any manner as a legal representative or as an employee. I will not be treated as an employee for purposes of State, Federal, or Local statute, regulation, ordinance, or any other law.
2. No individual may participate in more than one (1) distributorship in any form at any time, whether directly or indirectly and whether legally or beneficially. A husband and wife are not prohibited from having separate distributorships if their sponsor is the same.  In other words, no “stacking”.
3. If you chose to include a spouse or partner as a co-applicant on the application, your commission checks and recognition will include the names of both the primary applicant and the co-applicant. However, when communicating with Perfect World Solutions, the ID number of the primary applicant must be used for identification.
4. A partnership or corporation may become an Independent Consultant. An Independent Consultant may change status under the same sponsor from individual to partnership or from partnership to corporation with proper and complete documentation. To form a new Independent Agent position as a partnership or corporation or to change status to one of these forms of businesses, all partners, stockholders, officers or directors in the partnership or corporation and all shareholders, partners or other holders of an equity or income interest must sign the Application and agree to be bound by the Independent Consultant's Agreement with Perfect World Solutions. A list of the names of each shareholder of the corporate applicant or the names of each partner of the partnership applicant must accompany the Independent Consultant Application. The partner or officer who submits this letter must be authorized to enter into binding contracts on behalf of the partnership or corporation. All legal documentation should be submitted with the Independent Consultant Application , including but not limited to articles of incorporation, charters, licenses, shareholder agreements, partnership agreements, and other pertinent legal information. The Independent Consultant Application will be rejected without such documentation. In addition, the Independent Consultant must contain a certification that no person with an interest in the business has had an interest in a distributorship within six (6) months of the submission of the letter (unless it is the continuation of an existing distributorship that is changing its form of doing business).
5. PERFECT WORLD SOLUTIONS offers a business affiliation, (which includes training, support, and the right to market the products and services of Perfect World Solutions and build a sales organization), as an Independent Consultant for a flat fee, which is refundable upon the written request of the Independent Consultant or written notice of Termination of this Agreement provided to the Independent Consultant by Perfect World Solutions, provided such notice or request is delivered within the first 30 days of this agreement.
6. I understand that there will be an annual fee of $50.00 for services provided by Perfect World Solutions, which include but are not limited to the tracking of personal customers, tracking of down line Independent Consultants, online systems management and accounting services. I understand that to receive my commissions from my distributorship with Perfect World Solutions’ from levels 2-7 I must qualify by purchasing (1) Bionic Band per month ($40), however there is no qualification necessary for commission on my first level.  Commissions are allocated in real time and will track if a personal order has been completed in the last 30 days before it will allocate commission. If an order has been placed, the commission will be paid. If not, commission will roll upline.  I also understand that I do not need to sponsor any new consultants to be paid commissions on levels 1-3, however in order for me to get my commissions on levels 4 – 7 I must personally sponsor (1) qualifying consultant for each additional level beginning at 4.  In other words, to be paid on level 4, I would need to have sponsored at least 2 qualifying consultants.  For level 5, 3 consultants, for level 6, 4 consultants, and for level 7, 5 consultants.
6a. I also understand that I must submit a W-9 Form (if in the United States) or a W-8BEN (if not a United States resident) before I am eligible for commissions. This form must be on file with Perfect World Solutions. Once Perfect World Solutions has received this form I am eligible for commissions. The forms are available at http://www.irs.gov/pub/irs-pdf/ or you may click each one of the appropriate links above. The form must be faxed to Perfect World Solutions at (480) 422-1091 or mailed to Perfect World Solutions, Inc., 1710 E. Indian School Road, Ste 205, Phoenix, AZ 85016 . I also understand that I may forefiet any and all commissions made unless Perfect World Solutions has a one of the above tax forms on file with my signature. 
7. There are no exclusive territories for marketing or recruiting purposes nor shall any Independent Consultant imply or state that he or she does have an exclusive territory. There are no geographical limitations in any State within the U.S. nor any country in which Perfect World Solutions shall do business.
8. Independent Consultants are required by federal law to obtain a Social Security Number or a Federal Business ID number and have it on file with Perfect World Solutions. If the Independent Consultant desires to use a number other than a Social Security Number or Federal ID number, Perfect World Solutions will assign an ID number and will then identify the Independent Consultant by this number in all transactions with Perfect World Solutions. However, Perfect World Solutions must have the Independent Consultant's Social Security Number on file for tax purposes in either case before they will be eligible for commissions. Please refer to section 6a above.
9. Independent Consultants are not restricted from selling other products or becoming distributors for any other network marketing company. However, Perfect World Solutions Independent Consultants hereby agree that so long as they remain distributors of Perfect World Solutions (and thereby deriving economic benefits from such activity) they shall not, directly or indirectly (including by encouraging others to do what they may not themselves do) solicit or otherwise attempt to persuade any Perfect World Solutions Independent Consultant to sell, resell or promote the products or services or business opportunities of any other direct sales, multi-level marketing or network marketing company, or attempt to persuade any Independent Consultant to substantially decrease his/her activities as an Independent Consultant of Perfect World Solutions. Such acts directly interfere with the contractual relationships and favorable economic relations between Perfect World Solutions and Independent Consultants. Violators of this policy will immediately be subject to termination, and Perfect World Solutions may pursue all available remedies by law and in equity, including those relating to breach of contract and tortuous interference and including those affording injunctive relief.
10. Independent Consultants who sponsor other Independent Consultants will be compensated only for sales volume, not for sponsoring new Independent Consultants into Perfect World Solutions.
11. The transfer of an Independent Consultant to another sponsor is not permitted under any circumstances.
12. No Independent Consultant may sell, assign, or otherwise transfer his or her distributorship entity (or rights) except as follows: The sale of the distributorship must first be offered in writing with terms and conditions, including price, to Perfect World Solutions. Perfect World Solutions shall have the first right of refusal. Perfect World Solutions shall have ten (10) business days to accept or reject the offer. If Perfect World Solutions agrees to the specific terms of the sale, it shall be entitled to purchase the distributorship. If Perfect World Solutions purchases the distributorship, it reserves the right to hold open and retain ownership, sell or transfer ownership of the distributorship, in its sole discretion. If Perfect World Solutions declines, the distributorship must next be offered in writing to the Independent Consultant's sponsor with the same terms and conditions, including price, as offered to Perfect World Solutions. The Independent Consultant's sponsor shall have the right of second refusal. The sponsor shall have ten (10) business days to accept or reject the offer. If said distributorship is purchased by the Independent Consultant's sponsor, all existing down line of the seller shall move up one level and join the sponsor's existing down line If the sponsor declines, the Independent Consultant must submit to the company a notarized notification of denial from his/her sponsor. The distributorship may then be offered to any person outside Perfect World Solutions organization. It must be offered to such person(s) with the same terms and conditions, including price as offered to Perfect World Solutions and the sponsor of the selling Independent Consultant. If the person(s) outside Perfect World Solutions organization agrees to the specific terms, Perfect World Solutions has the right to match the offer within ten (10) business days and shall be entitled to purchase the distributorship. If Perfect World Solutions chooses not to purchase the distributorship, the person(s) outside Perfect World Solutions organization shall be entitled to purchase the distributorship. However, this sale to person(s) outside Perfect World Solutions organization is subject to Perfect World Solutions' right of approval or disapproval, in its sole discretion. Perfect World Solutions must first receive the proposed Purchase and Sale Agreement, including terms of payment, and an Independent Consultant Application from the purchaser of the distributorship, as well as such further information and documentation as Perfect World Solutions shall require to evaluate the purchaser, terms of sale, and such other matters that Perfect World Solutions shall deem relevant or necessary for the exercise of its right of approval or disapproval. A distributor or any rights, direct or indirect, relating to a distributorship may not be sold or otherwise transferred by the Independent Consultant without prior written approval of Perfect World Solutions, in its sole discretion. No sale will be approved unless it includes a covenant by the seller not to solicit his/her down line distributors for at least one (1) year after the effective date of the sale. A distributorship or any right thereto which is under suspension, or subject to any disciplinary action or any investigation by or on behalf of Perfect World Solutions, may not be sold or otherwise transferred while such condition continues. The purchaser of a distributorship shall be responsible for all acts or omissions of the seller in contravention of the Agreements for a period of six (6) months after the date of the sale or transfer.
13. Upon the death of an Independent Consultant, the rights and responsibilities of the distributorship are passed on to the rightful heir(s). The heir(s) shall be bound by the terms and conditions of the original Independent Consultant's Agreement and by Perfect World Solution’s Policies and Procedures, including all qualification requirements of the compensation plan. Upon divorce, Perfect World Solutions must be notified which former spouse will assume ownership of the distributorship as determined by a court of competent jurisdiction. A change in ownership of the distributorship will not take place until Perfect World Solutions receives a copy of the divorce documentation. Should the party who does not assume ownership of the distributorship desire to remain a distributor, he/she may do so by submitting a new Independent Consultant Application at the time the divorce documentation is submitted to Perfect World Solutions. He/she shall then be entered as a new Independent Consultant under the sponsor of his/her choice. If there is any question over the disposition of the distributorship or the income from the distributorship, Perfect World Solutions may suspend the distributorship and hold all commissions until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction. If two existing Independent Consultants marry and one is directly sponsored by the other, they must either consolidate the two distributorships into one distributorship, or they must sell one distributorship. If there is not a direct sponsorship between the two distributors who marry, they must sell one distributorship, according to the policies set forth in paragraph #9 above. Upon the dissolution of a corporation or termination of a partnership which owns the distributorship, the ownership of the distributorship will be transferred pursuant to the agreement among the shareholders or partners or upon the court of competent jurisdiction upon written notification to Perfect World Solutions. If one or more of the partners or shareholders in a distributorship terminates his/her ongoing relationship with Perfect World Solutions by leaving the partnership or disposing of his/her shareholdings, such parties, including the departing party, shall continue to be bound by the terms of paragraph #6 above (Contractual Interference) and paragraph #12 below (Confidentiality Agreement). If a dispute arises over the disposition of the partnership interest, assets, shareholdings, corporate assets, or the income form the distributorship, Perfect World Solutions may suspend the distributorship and hold all commissions and bonuses until the dispute over the disposition is resolved by agreement between the parties or by an order of a court of competent jurisdiction.
14. Information contained in any down line report, commission recap, genealogy, or any other confidential report or document provided to an Independent Consultant by Perfect World Solutions is confidential information of Perfect World Solutions and is transmitted to the Independent Consultant in confidence. The Independent Consultant agrees that for the term of the distributor agreement and in perpetuity thereof he/she will not disclose any such information to any third party, directly or indirectly or use the information to compete with Perfect World Solutions or for any purpose other than supporting his/her own down line's Perfect World Solutions business. By completing the Independent Consultant Application, the Independent Consultant and Perfect World Solutions agree that, without this agreement of confidentiality and non-disclosure, Perfect World Solutions would not provide the information to the Independent Consultant.
15. I, the undersigned applicant, affirm that I am of legal age in the state of execution of this agreement.
16. I understand that this Agreement is not binding until my Consultant Application and fee is received and accepted by PERFECT WORLD SOLUTIONS.
17. I acknowledge that PERFECT WORLD SOLUTIONS is not otherwise affiliated with or authorized on behalf of any product/service provider with whom it transacts or contracts business and that my Independent Consultant's relationship is with PERFECT WORLD SOLUTIONS, and not with any PERFECT WORLD SOLUTIONS provider or any company with whom PERFECT WORLD SOLUTIONS transacts or conducts business.
18. I agree that as an Independent Consultant, this agreement with PERFECT WORLD SOLUTIONS grants me the limited authority to promote and sell the products and services which PERFECT WORLD SOLUTIONS markets on behalf of such providers, subject to the terms and conditions established by said companies and carriers and/or PERFECT WORLD SOLUTIONS from time to time.
19. In the process of selling or otherwise promoting the products or services of the various provider companies, I agree that I, as an Independent Consultant, will operate in a lawful, ethical and moral manner and I agree to make no false or misleading statements regarding the various relationships between the said providers, PERFECT WORLD SOLUTIONS, or me, and the products or services.
20. I agree to keep accurate records and to avoid any misleading, deceptive, or unethical practices. I further agree to abide by all Federal, State, and local legal statutes governing the sales or solicitation of the products and services marketed by PERFECT WORLD SOLUTIONS, including, but not limited to, occupational licenses, business licenses, merchant licenses, permits, or any other license or permit which may be required to perform under this Agreement.
21. Neither PERFECT WORLD SOLUTIONS nor any provider with whom PERFECT WORLD SOLUTIONS transacts or contracts business shall be liable under any circumstances for any indirect, special, punitive, compensatory or consequential damages or loss of production or profits which may result from any cause, including, but not limited to, breach of warranty, delay, act, error or omission of any such carrier of PERFECT WORLD SOLUTIONS. Rather, the obligations of PERFECT WORLD SOLUTIONS and/or any said provider are limited to the use of best efforts to process customer orders and place accepted and approved customers on line with service or product.
22. PERFECT WORLD SOLUTIONS specifically reserves its sole proprietary interest in its company name, logo, trademarks, copyrighted materials and service marks to use those items for it's own business purposes. Thus, I agree, that I will not use PERFECT WORLD SOLUTIONS's company name, logo, trademarks, copyrighted materials or service marks in any printed form except as permitted in writing by PERFECT WORLD SOLUTIONS or in advertising or promotional materials provided, designed or published by PERFECT WORLD SOLUTIONS. I also agree not to use the company name, logo, trademarks, copyrighted materials or service marks of any provider, which transacts business with PERFECT WORLD SOLUTIONS.
23. I understand that no Attorney Generals of any state or other regulatory authorities ever review, endorse or otherwise approve any product membership compensation program of any marketing company.
24. I further agree that as an Independent Consultant, that I am responsible for the payment of all Federal, State and local taxes, but not limited to, self-employment taxes, withholding, unemployment and social security taxes, workers compensation or any other taxes which may be required in connection with this agreement. Independent Consultants shall comply with all federal, state and local laws, regulations and ordinances relating to the operation of their businesses. Independent Consultants are responsible for their own managerial expenditures, including all estimate income and self-employment taxes. At the end of each calendar year, Perfect World Solutions will issue tax forms, including IRS form 1099, as required by applicable law.
25. I understand that as an Independent Consultant, I am free to select my own means, methods and manner of operation and that I am free to choose the hours and location of my activities under the agreement subject only to the terms of this Agreement.
26. I acknowledge that PERFECT WORLD SOLUTIONS transacts business as a Marketing Consultant for various international providers which provide products and services to end customers at rates established by such providers and that those products, services and rates shall be subject to change without prior notice.
27. I understand that company training is in the form of Conference Calls, Internet web sites, fax, and Email information, and other systems which may be developed by PERFECT WORLD SOLUTIONS, and shall constitute training to the Independent Consultant in the event that the Independent Consultant is unable to receive training from the company or up line sponsor on an individual basis or in a group setting.
28. PERFECT WORLD SOLUTIONS shall periodically make various sales literature and/or promotion materials available. I, however, am under no obligation to purchase any quantities of those materials or literature at any time. Further, I will have the option to order and purchase any sales literature or promotional materials, which I may choose. I further agree that after the purchase and delivery of those promotional materials and sales literature, refunds shall not be allowed under any circumstances, including, but not limited to, termination of this Agreement, obsolescence of such sales literature or promotional materials or any other reason.
29. Independent Consultants are not required to purchase any service or products, which are marketed through PERFECT WORLD SOLUTIONS by any provider. If, however, I elect to purchase any products or services, I agree to pay for such products or services in a timely manner as prescribed by the provider. If I fail to pay for any products or services so elected within thirty (30) days of the date payment is due, PERFECT WORLD SOLUTIONS has the right to terminate this Agreement and apply any compensation otherwise due to me to the complete satisfaction of any unpaid balance for such products and services or any other indebtedness owed by me to PERFECT WORLD SOLUTIONS.
30. I acknowledge that I have the right to acquire as many personal customers as I wish. For each personal customer acquired, I will receive a commission each month from my personal customers' service usage payments and commissions on products where applicable and from my network of Independent Consultant's in accord with the currently valid PERFECT WORLD SOLUTIONS Compensation Plan, which is subject to change and modification without notice.
31. I acknowledge that as an Independent Consultant, I am not guaranteed any income nor am I assured any profits or success, and I certify that no claims or guaranteed profits or representations of expected earnings that might result from my efforts as an Independent Representative have been made by PERFECT WORLD SOLUTIONS or my sponsor. In this connection, I shall not represent directly or indirectly that any person may, can or will earn any stated gross or net amount nor that sponsorship of other Independent Consultant's is easy to secure or retain, or that substantially all Independent Consultants will succeed. I also understand that no income is derived from sponsoring other Consultants and that no money is paid unless an actual product is sold or billing customer is acquired.
32. I agree to indemnify and hold PERFECT WORLD SOLUTIONS harmless from any and all claims, damages and expenses, including any attorney's fees arising out of my actions or conduct in violation of this Agreement. In the event a dispute shall arise between myself and PERFECT WORLD SOLUTIONS as to our respective rights, duties and obligations under these Policies and Procedures of PERFECT WORLD SOLUTIONS, it is agreed that such disputes shall be exclusively resolved pursuant to binding arbitration under the commercial rules of the American Arbitration Association with arbitration to be held in Phoenix, AZ. Arizona law will apply to the resolution of the dispute, unless otherwise agreed in writing. The arbitration panel shall consist of 1 arbitrator. In addition to declaratory relief, the arbitration panel may award preliminary and permanent injunctive relief and compensatory damages and shall award reasonable attorney's fees and costs to the prevailing party. The arbitration award may be enforced in any court of competent jurisdiction. This provision shall not restrict PERFECT WORLD SOLUTIONS from seeking preliminary injunctive relief in any court of competent jurisdiction.
33. Consultants residing in the states of Georgia, Maine, North Dakota, Iowa, Michigan and West Virginia are limited to $495.00 in purchases of all types from the company during the first six (6) months of PERFECT WORLD SOLUTIONS representation. Permissible Independent Consultant purchases shall automatically be modified to comply with the exemption requirements set forth in any state laws regulating business opportunities.
34. I acknowledge that I have read and fully understand the PERFECT WORLD SOLUTIONS Policies and Procedures, and that they are binding upon me. I further acknowledge that PERFECT WORLD SOLUTIONS fully reserves the right to modify the PERFECT WORLD SOLUTIONS policies and procedures, including its Compensation Plan, and Business Plan, at any time, by providing me with written notification, through Perfect World Solutions Corporate Web Site, Perfect World Solutions Consultants' replicated Web Sites and Perfect World Solutions Email system of such modifications from PERFECT WORLD SOLUTIONS. I understand that although I may be provided with information concerning PERFECT WORLD SOLUTIONS, its business, my Independent Consultant's status and other matters by various parties, the PERFECT WORLD SOLUTIONS policies and procedures shall be controlling in all cases. For purposes of this Agreement, my address as indicated on my signed application shall be deemed to be my correct address unless and until I provide written notification of a change in address to PERFECT WORLD SOLUTIONS.
35. I acknowledge that this Agreement and the PERFECT WORLD SOLUTIONS policies and procedures incorporated herein by references, constitute the entire Agreement between the parties here to, and shall not be modified or amended except in writing signed by PERFECT WORLD SOLUTIONS. This Agreement shall be binding upon and inure to the benefit of heirs, successors and permitted assigns of the parties hereto. If any provision of the Agreement is determined by any authority of competent jurisdiction to be invalid or unenforceable in part or in whole for any reason whatsoever, the validity of the remaining provision or portions thereof shall not be affected thereby.
36. I have read and understand PERFECT WORLD SOLUTIONS's Zero Tolerance Spam Policy. I agree to abide by and follow this policy.

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