AFFILIATE AGREEMENT Affiliate Referral Program Everyone that uses and pays for AMZMobile s cell phone service is automatically a member (the Member ). However, for the Member to be eligible to participate in the Affiliate Referral Program, (hereafter referred to as the Program or the Affiliate Program ), the Member has to refer at least 4 people who become Members. I. Terms & Conditions 1. Customer Requirement: You must be a customer (and therefore a Member) to be considered an Affiliate. If you stop being a customer (Member), you stop being an Affiliate, and therefore will not be eligible to be paid under the Program, except in certain circumstances and only with the written consent from United Network Carriers, LLC ( UNC, or the Company), which owns and administers the Program. 2. Compliance Requirement: You must adhere to the Terms & Conditions, as well as the Policies & Procedures outlined in this Affiliate Agreement. Failure to do so could result in your being disqualified as an Affiliate, and subsequently not being paid. 3. Minimum Referral Requirement: You must refer at least four people who become customers (Members) to get paid. 4. Transfer Restriction: If you sign up under one person, then cancel and sign up again you must sign up under the same person again unless you have our written permission to do otherwise. Unless there are extenuating circumstances it is unlikely you will receive our written permission. 5. Death Of An Affiliate: Upon the death of an Affiliate, his / her Benefits will enure to his / her estate. 6. Non-Compete and Non-Solicitation Clause: You agree to not solicit or recruit AMZMobile customers, whether referred by you or others, to switch to another carrier, while you are a customer (Member) or an Affiliate of AMZMobile, or three years after you have stopped being a customer (Member) of AMZMobile. You agree that all customers using AMZMobile service, whether referred by you or by others, are the property of United Network Carriers LLC. 7. Payout Structure: The payout structure for the Affiliates participating in the Program is shown in Exhibit One below. Timing of Payout: You will be paid by the 15 th of the month following the month in which the service is rendered. To receive payment, the minimum due to you must be at least $300. If the aggregate commission amount is less than $300, your commission will be accrued to you until it has reached $300, at which time you will be paid.
Adjustments to Payout: a. UNC reserves the right to change the Terms & Conditions, Polices & Procedures of the Affiliate Referral Program, provided it is acting reasonably with the Referral Program Affiliates. UNC will change the payout structure if its own gross profit and / or net profit changes.
EXHIBIT ONE Affiliate Referrals Monthly Comms. Annual Comms. Level 1 $1.01 4 $4 $49 Level 2 $0.94 16 $15 $180 Level 3 $0.87 64 $55 $666 Level 4 $0.79 256 $203 $2,441 Level 5 $0.72 1,024 $740 $8,878 Level 6 $0.65 4,096 $2,663 $31,961 Level 7 $0.58 16,384 $9,470 $113,639 Level 8 $0.51 65,536 $33,145 $397,738 Level 9 $0.43 262,144 $113,639 $1,363,673 Level 10 $0.36 1,048,576 $378,798 $4,545,577 1,398,100 $538,734 $6,464,803
II. POLICIES & PROCEDURES A. CODE OF ETHICS As an independent Affiliate you are generally free to operate your business as you see fit but it is to our mutual, long-term advantage if you adhere to the highest standards of integrity and fair practice in your role as an UNC Affiliate. The Code of Ethics, therefore, states: As an independent Affiliate: I will conduct my business in an honest, ethical manner at all times; I will make no representations about the benefits associated with UNC / AMZMobile services other than those contained in officially-approved corporate literature and videos; I will provide follow-up service, support and encouragement to my downline Affiliates and to ensure that their experience with UNC is a successful one; I will motivate and actively work with downline Affiliates to help them build their business; I will not exaggerate my personal income or the income potential in general and will stress to Affiliate candidates the level of effort required to succeed in the business; I will not abuse the goodwill of my association with UNC to further and promote other business interests (particularly those which may be competitive to UNC) without the prior written consent of UNC; I will not make disparaging remarks about other products, services, Affiliates, or companies; likewise, I will not willfully denigrate the activities or personalities of fellow Affiliates. I will abide by all of the Terms & Conditions, Policies & Procedures of UNC as included herein, or as may be amended from time to time. B. REQUIREMENTS & RESPONSIBILITIES 1. Affiliate Requirements: In order to become an Affiliate, the applicant must have legal status to work, and be the age of majority in the state / province in which he/she resides. To become an Affiliate, an applicant must agree to this Affiliate Agreement and all the Terms & Conditions, Policies & Procedures described herein, by checking the button which states I HAVE READ the Affiliate Agreement, I AGREE AND ACCEPT the Terms & Conditions, Policies & Procedures described therein on the AMZMobile website. 2. Sponsorship: All Affiliates have the right to sponsor other Affiliates. And every person has the ultimate right to choose his/her own sponsor when they initially sign-up as an Affiliate with UNC. If two Affiliates should claim to be the sponsors of the same new Affiliate, UNC shall acknowledge the first application received. As a general rule, it is good practice to regard the first Affiliate who meaningfully worked with a prospective Affiliate or Customer as having first claim to sponsorship. Basic tenets of common sense and consideration should govern. Crosssponsorship and cross recruiting are strictly prohibited with the UNC organization. In regard to any dispute, UNC reserves the right to make the final decision. 3. Sponsor Responsibilities: Any Affiliate who sponsors other Affiliates must fulfill the obligation of performing a bona fide supervisory and training function on behalf of those sponsored. Affiliates must have ongoing contact, communications, and management supervision with their sales
organization. Examples of such supervision may include, but are not limited to the following: newsletters, written correspondence, personal meetings, telephone contact, training sessions, or accompanying individuals to corporate events. 4. Transfers Of Benefits: UNC prohibits the transferring or sale of an Affiliate s rights to commissions and other benefits (the Benefits ) to another person or company, except with the written consent from the Company. 5. Representations By Affiliates: Affiliates are independent contractors, fully responsible for their own business procedures and are not to be considered purchasers of a franchise or employees of UNC. The agreement between UNC and its Affiliates does not create an employer/employee relationship, agency, partnership or joint venture between UNC and the Affiliates. Affiliates must not represent themselves in any way, orally or in writing, as being an agent or employee of the Company. Affiliates have no authority to bind UNC to any obligation. Each Affiliate shall hold UNC harmless for any claims, damages or liabilities arising out of the Affiliate s own business practice. UNC will take aggressive action to insure that Affiliates that violate this policy will be terminated and reported to the proper authorities. Affiliates are responsible for any expenses which result from their business operations, including, but not limited to, advertising, taxes, fees, legal costs and telephone expenses. The Affiliate may not use the Company name on any written forms or documents (e.g. stationery, bank accounts, and business signs) without the prior approval by the Company. 6. Affiliate Materials: Affiliates are paid commissions on direct sales and on sales of their downline networks per the Affiliate Referral Program. Affiliates have access to approved sales and training videos and customer and affiliate support. Additional sales and marketing tools may be made available for an additional price. 7. Affiliate Ethics: UNC will not permit activity that is obviously unethical or unprofessional. Even though the line between aggressive professional marketing efforts and unethical behavior and harassment can be vague, UNC will intercede when such behavior is evident, and reserves the right to use its sole judgment in deciding whether certain Affiliate activities are inappropriate and, if determined to be so, to act accordingly. 8. Affiliate Taxes: Each Affiliate shall comply with all state and local taxes and regulations governing the sale of UNC products and services. Additionally, each Affiliate is required to provide their Social Security / Insurance number, taxpayer identification number, or Federal tax ID number. UNC will comply with all tax laws, and may deduct or withhold any personal taxes from commission as required. 9. Proprietary Nature of Downline Reports: The Company may from time to time supply data processing information and reports to the Affiliates concerning their downline organizations. The Affiliate agrees that such information is proprietary and confidential to both the Company and the individual Affiliate and is transmitted to the Affiliate in confidence. The Affiliate agrees that he/she will not disclose such information to any third party directly or indirectly, nor use the information to compete with the Company directly or indirectly. The Affiliate and the Company agree that, but for this agreement of confidentiality and nondisclosure, the Company would not provide the above confidential information to the Affiliate. 10. Amendments: UNC expressly reserves the right to alter or amend product prices, product availability and/or product contents, policies and procedures, and compensation plan. Such amendments are automatically incorporated as part of the agreement between UNC and the Affiliate. 11. Product And Income Claims: UNC Affiliates agree to make no false or fraudulent representations about the Company, its products, services, the compensation plan or earnings potential.
12. Affiliate Change Of Address: Affiliates must report any change of address by sending written notice to UNC. 13. Resignation Of An Affiliate: An Affiliate has the right to terminate their agreement at any time and for any reason without penalty by giving seven (7) days written notice to the Company. At the end of the seven (7) day notice period, all rights to commissions cease, and the Affiliate is no longer entitled to advertise, sell, or promote UNC products and / or services. 14. Termination Of An Affiliate: The Company reserves the right to terminate any Affiliate at any time, or suspend said Affiliate for a probationary period, when it is determined that the Affiliate has violated the provisions of the Affiliate Agreement, including the provisions of these Terms & Conditions, and / or these Policies & Procedures as they now exist or may be amended, or the provisions of applicable laws and standards of fair dealing. Upon termination by UNC, the Affiliate s rights to commissions cease, and the Affiliate is no longer entitled to advertise, sell, or promote UNC products and / or services. 15. Advertising: Because Affiliates are independent contractors they may promote their business in any legal and ethical manner. However, any advertisement must be approved by the Company prior to airing. The Company strictly prohibits Affiliates from utilizing web sites to advertise or promote the products or opportunity, other than the official Company sponsored and maintained web site, without prior approval from the UNC. 16. Waiver: The Company never gives up its right to insist on compliance with these rules or with the applicable laws governing the conduct of a business. This is true in all cases, both specifically expressed and implied, unless an officer of the Company who is authorized to bind the Company in contracts or agreements specifies in writing that the Company waives any of these provisions. 17. Governing Laws: These rules are reasonably related to the laws of the State of Delaware and shall be governed in all respects thereby. Affiliate agrees that any legal action arising from this Agreement shall be within the exclusive jurisdiction of the courts of the State of Delaware. Our failure to enforce Your strict performance of any provision of this Agreement will not constitute a waiver of Our right to subsequently enforce such a provision or any other provision of this Agreement. 18. Invalidity Of Any Paragraph: Should any portion of these policies and procedures, of the Affiliate Agreement, or any other instruments referred to herein or issued by the Company be declared invalid by a court of competent jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect. 19. Sanctions And Enforcement Action: Sanctions will not be employed lightly, nor will the Company be arbitrary or unfair in their use. It is important to remember, however, that an Affiliate who violates these policies and procedures jeopardizes the integrity and standing of all Affiliates. The Company reserves the right to revoke the status of Affiliates or place violators on probation for a period, which may impact the Affiliate s compensation. It is for the benefit of everyone that every Affiliate abides by the letter and spirit of these policies and procedures. 20. Notices To UNC: Any notice to UNC should be sent to the corporate office at: United Network Carriers LLC, 5724 Sketer Pond Rd, Grifton, NC 28530. 21. Charge Backs: If commissions have been overpaid to an Affiliate in error, or if subsequent events occur which cause refunds to be issued to the customers, the commissions overpaid will be charged back against the Affiliate s next pay, or first pay with available commissions to cover the refunds. 22. Use Of Image: Affiliate authorizes UNC, and its Affiliates, employees and agents, to use their name, photograph, video or audio recording, personal story and/or likeness in advertising or promotional materials and waives all claims to remuneration for such use.