TRILOGY INTERNATIONAL, INC.
REPLICATOR SITE
TERMS OF AGREEMENT
Upon subscribing to Trilogy's Replicator Site, Trilogy's Independent Field
Representative (hereinafter "Representative") hereby agrees to the following:
(1) Representative agrees to the terms of payment for the Replicator Site as set
forth on the Replicator Site sign-up page which follows this document.
(2) Trilogy makes no warranties of any kind, expressed or implied, including any
implied warranty of merchantability or fitness of the services provided for a
particular purpose. Trilogy shall not be responsible for any damages suffered by
the Representative, including, but not limited to, loss of data from delays,
non-deliveries, mis-deliveries, or service interruptions caused by Trilogy's own
negligence or the Representative's errors and or omissions. The Representative
shall provide all telephone and other equipment necessary to access Trilogy
systems. Trilogy reserves the right to modify the service terms, standard rates
and operating procedures to establish usage priorities and to discontinue all or
any part of the provided services at anytime. The Representative is responsible
for implementing sufficient procedures and checkpoints to satisfy its
requirements for accuracy of data input and output and maintaining a means
external to Trilogy's system for the reconstruction of any lost data. Trilogy is
not responsible for service interruptions beyond its control, including acts of
nature or service interruptions by its suppliers.
(3) The Representative agrees to indemnify and hold harmless Trilogy from any
claims resulting from the Representative's use of the site.
(4) Use of any information obtained via this service is at the Representative's
risk. Trilogy specifically denies any responsibility for the accuracy or quality
of information obtained through its services. The Representative agrees to
protect and treat as confidential all Trilogy proprietary information, including
access codes and IDs provided by Trilogy for its system. Sharing of IDs/accounts
is expressly forbidden. If a Representative believes his or her access
ID/password has been compromised, immediate e-mail or telephone notification
must be provided to Trilogy. The Representative may be held responsible for all
acts/communications initiated or authorized by that account ID until receipt by
Trilogy of such notice.
(5) All Representative data shall be treated in a confidential manner as
outlined in our Privacy Statement. All data will be released only to those
individuals authorized by the Representative or upon service of a valid court
order.
(6) Neither party shall be liable to the other, except as set forth in Paragraph
(3) above, for any loss, damage, liability, claim or expense arising out of or
in relation to this Agreement or the provision of service or equipment, however
caused, whether grounded in contract, tort (including negligence) or theory of
strict liability. The parties agree to work in good faith to implement the
purposes of this Agreement but recognize the network connection and services to
be provided by Trilogy could not be made available under these terms, or other
similar terms, without a substantial increase in cost if the parties were to
assume a greater liability to each other.
(7) Trilogy adheres to commonly practiced Internet etiquette and requires its
Representatives to do so. If a Representative violates etiquette when presenting
the Trilogy products and/or opportunity, it could result in termination of the
Representative's Trilogy business, and/or prosecution to the fullest extent of
the law.
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(8) All Trilogy Independent Field Representatives must comply with the policies
set forth in Trilogy's Policies and Procedures Manual. Following are portions of
those Policies and Procedures which specifically address use of the Internet:
Section 4.9: Field Representatives may not use or transmit unsolicited faxes,
mass e-mail distribution, unsolicited e-mail or "spamming" relative to the
operation of their Trilogy businesses. The term "unsolicited e-mail means the
transmission of electronic mail of any material or information advertising or
promoting Trilogy, its products, its compensation plan or any other aspect of
the company which is transmitted to any person. These terms do not include a fax
or e-mail to: (a) any person with the person's prior express invitation or
permission; or (b) any person with whom the Field Representative has an
established business or personal relationship. The term "established business or
personal relationship" means a prior or existing relationship formed by a
voluntary two-way communication between a Field Representative and a person, on
the basis of: (a) an inquiry, application, purchase or transaction by the person
regarding products offered by such Field Representative; or (b) a personal or
familial relationship, which relationship has not been previously terminated by
either party. [The Representative's replicator site may not be the destination
of: unsolicited e-mail, or bulk e-mail (either solicited or unsolicited),
whether originated by the Representative, or on behalf of the Representative.]
Section 4.11: The official Trilogy corporate website (or home pages, and
possibly other uses which will be specified by Trilogy, tied to the corporate
site available to Trilogy's Field Representatives) must be the only use of the
Internet for selling or promoting Trilogy products and services. This will be
strictly enforced, and any violation on the Internet may lead to termination of
the Field Representative's Agreement with Trilogy.
(9) The only Internet sites that may market Trilogy's products and opportunity
(whether or not Trilogy's name is used) are Trilogy's corporate site and its
replicated sites that are sold to its Field Representatives.
(10) Trilogy will allow links to the replicator sites. Those links must contain
only specific language, which Trilogy will provide. If a Field Representative
has a site other than the replicator site which contains information about
Trilogy, its products or opportunity, that Field Representative will be subject
to disciplinary action, including possible termination of their Trilogy
business.
(11) No links may be made to Trilogy's corporate site.
(12) Clicking on the "Accept" button on the Replicator Site sign-up page,
confirming the purchase of a replicator site, constitutes acceptance of these
terms and conditions. Both parties agree to accept electronic mail as legally
binding documentation for billing and notification purposes. This Agreement will
be performed in and governed by the laws of the State of Florida.
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