Wealth Paragon User And Affiliate's Terms And Conditions

1. THE PROGRAM

•  Upon acceptance by the Company of AFFILIATE's valid application to participate in the Program, AFFILIATE will be provided with a Business Centre. Only a User of Wealth Paragon will be provided with a Online Engine that gives them access to Wealth Paragon's products and services. AFFILIATE UNDERSTANDS THAT COMMISSION WILL ONLY BE PAID AND EARNED IN ACCORDANCE WITH THE COMPENSATION PLAN FOR SALES OF THE PRODUCTS AND SERVICES AND NO COMMISSION SHALL BE PAID OR EARNED FOR RECRUITING AND/ OR REFERRING PERSONS TO BE AFFILIATE FOR THE COMPANY. AFFILIATE WILL EARN COMMISSION IN THE PROGRAM IN ACCORDANCE WITH THE COMPENSATION PLAN AND AFFILIATE IS RESPONSIBLE FOR GENERATING SALES FOR HIMSELF AND THE COMPANY.
   
•  For the avoidance of doubt, the Company's Program and the Compensation Plan is not intended to and shall not be construed as an offer, invitation to or solicitation from the public to deposit money with or lend money to the Company or for the purchase or sale of securities, commodity or futures contract from the Company under any applicable national, federal, state, provincial, county or local securities, commodity or futures contract laws, rules and regulations.

2. AFFILIATE PROMOTION AND SALE OF THE ONLINE ENGINE

• The minimum age for a person to contract to participate in the Company's Program and the Compensation Plan is eighteen (18) years of age.
   
• AFFILIATE shall actively promote and sell the Online Engine offered by the Company. AFFILIATE must ensure that the Online Engine is presented and explained with the aid of the Business Web Site and the Company's advertising, marketing and promotional materials to all prospective Users before a sale of the Online Engine is concluded with that prospective User. The Company makes no warranty, express or implied, with respect to the use, efficacy or suitability for any purpose with respect to any of the Company's marketing and promotional material unless otherwise explicitly stated in writing in connection therewith. AFFILIATE shall consult with his own legal advisers as to the legality of the Company's advertising, marketing and promotional material and the Program including the Compensation Plan in his own country.
   
•  Any other advertising, marketing and promotional materials produced and used by AFFILIATE must conform to the Company's advertising, marketing and promotional materials and must be approved by the Company prior to use. In all such authorized use, AFFILIATE will make clear that AFFILIATE is an independent affiliate and the advertising, marketing and promotional materials are the AFFILIATE's and not the Company's.
   
•  Without prejudice to AFFILIATE's obligation to promote and sell the Online Engine, AFFILIATE shall not and is strictly prohibited from advertising his business, the Online Engine and the Program via the radio, television and/or the Internet (save for the promotion of the Online Engine via the Business Web Site) nor shall AFFILIATE promote their business, the Online Engine and the Program at any conventions or trade shows without the prior review, written approval and consent of the Company for the use of the Company's name, logo and/or trademarks in relation with such promotion and/or advertisement.
   
•  AFFILIATE SHALL PERSONALLY MAKE SALES OF THE ONLINE ENGINE, BUILD HIS SALES TEAM AND SHALL CONTACT PROSPECTIVE USER OR AFFILIATE BY PHONE, EMAIL AND/OR IN PERSON AND ATTEND ANY TRAINING OR OTHER MEETINGS (WHETHER ON-LINE OR OTHERWISE) THAT THE COMPANY MAY, BUT SHALL NOT BE OBLIGED TO HOLD FROM TIME TO TIME. AFFILIATE is responsible for training those persons or Users who sign up and are accepted as AFFILIATE by the Company under his Business Centre. AFFILIATE shall maintain regular communication personally, by phone, video-conferencing, letter, fax or e-mail, render such persons all the necessary support they require and teach them how to train others who will in turn form part of their Business Centre. AFFILIATE shall introduce AFFILIATES and Users under his Business Centre to the Company.

3. THE ONLINE ENGINE

• Online Engine - The Company shall have the right to modify, replace, add or remove any of the services and products offered as part of the Online Engine from time to time. The current Online Engine services are as described in the Company's Web Site. The Company makes no warranty or representation that the services and products offered shall remain the same. The annual fees of Wealth Paragon's online engine are as listed on the Company's Web Site. A User may renew his/her annual Online Engine by paying a renewal fee (per annum per online engine) or he/she may renew the annual Online Engine by paying the renewal fee prior to the expiry date of the Online Engine.
•  Payments of the fees may be made with credit or debit cards through our online payment processor.

4. THE RETAIL INCOME COMPENSATION PLAN

• 4.1 Please refer to the Company Web Site for details of the Wealth Paragon compensation plan. The compensation plan is subject to change from time to time by the Company, and shall take effect on the date indicated in relation to the compensation plan on the Company Web Site. The terms of compensation plan described in the Company Web Site shall supersede all other presentations or communications to you on the subject matter. In the event of any ambiguity, the Company's interpretation of the terms of the compensation plan shall be final and conclusive.

5. THE SPEED WEALTH INCOME COMPENSATION PLAN

• 5.1 Please refer to the Company Web Site for details of the Wealth Paragon compensation plan. The compensation plan is subject to change from time to time by the Company, and shall take effect on the date indicated in relation to the compensation plan on the Company Web Site. The terms of compensation plan described in the Company Web Site shall supersede all other presentations or communications to you on the subject matter. In the event of any ambiguity, the Company's interpretation of the terms of the compensation plan shall be final and conclusive.

6. THE PROGRESSIVE PASSIVE INCOME COMPENSATION PLAN

• 6.1 Please refer to the Company Web Site for details of the Wealth Paragon compensation plan. The compensation plan is subject to change from time to time by the Company, and shall take effect on the date indicated in relation to the compensation plan on the Company Web Site. The terms of compensation plan described in the Company Web Site shall supersede all other presentations or communications to you on the subject matter. In the event of any ambiguity, the Company's interpretation of the terms of the compensation plan shall be final and conclusive.

7. THE MATCHING BONUS COMPENSATION PLAN

• Please refer to the Company Web Site for details of the Wealth Paragon compensation plan. The compensation plan is subject to change from time to time by the Company, and shall take effect on the date indicated in relation to the compensation plan on the Company Web Site. The terms of compensation plan described in the Company Web Site shall supersede all other presentations or communications to you on the subject matter. In the event of any ambiguity, the Company's interpretation of the terms of the compensation plan shall be final and conclusive.

8. TERM/RENEWAL

• Online Engine - The term of this Agreement is 365 days and AFFILIATE may renew this Agreement for a further term of 365 days by resubmitting the Application Form to the Company before the expiry date then current for this Agreement. Unless the Company agrees to the contrary in writing, failure on the part of AFFILIATE to renew this Agreement will result in the termination of this Agreement and consequently the termination of AFFILIATE's Business Centre. For the avoidance of doubt, it is the AFFILIATE's sole responsibility to ensure that the Company receives his resubmitted Application form in accordance with this clause.
• AFFILIATE whose Agreement has been terminated as a result of his failure to renew this Agreement may re-apply to the Company to be accepted as an AFFILIATE provided always that he shall be considered a new AFFILIATE without reference nor link to his previous Business Centre's position in the Program. That particular Wealth Paragon Online Engine Account will be frozen and made void. No commissions or payout can be made from that account.

9. AFFILIATE

•  AFFILIATE agrees that AFFILIATE is an independent affiliate, called an "AFFILIATE". The relationship between AFFILIATE and the Company is established only by this Agreement and AFFILIATE is not an agent, employee or any other legal representative of the Company or its service providers and AFFILIATE shall:

   

• have no authority to bind the Company to any obligations. Without prejudice to the generality of the aforesaid, AFFILIATE shall not purport to represent that he has the authority to enter into any contract, agreement, rent or lease office space or equipment, open any bank account, secure credit, cash any negotiable instruments, make any purchases in the name of the Company;

   

• have no authority to receive or collect any money, including but not limited to Wealth Paragon Online Engine fees, on behalf of the Company. AFFILIATE acknowledges that payments to the Company shall be made directly to the Company by means expressly notified by the Company and hereby indemnifies the Company from any loss or liability arising from payment of any money to another independent distributor or any other person who is not expressly authorised by the Company to collect or receive money on its behalf;

   

• be solely responsible for his own business without control and directions from the Company (save for such obligations and undertakings assumed by AFFILIATE under this Agreement);

   

• be solely responsible for any costs or expenses incurred by AFFILIATE in connection with or arising out of this Agreement including without limitation approval, licenses or permits required to operate a business, legal fee, transportation, telecommunication charges and advertising; and

   

• be solely responsible for and hold the Company harmless of all and any national, federal, state, local or other taxes or governmental charges that may be imposed by any government having jurisdiction over the AFFILIATE on AFFILIATE's business activities or participation in the Program.

   

• AFFILIATE agrees to and shall be solely responsible for ensuring that AFFILIATE's business activities abide by any applicable national, federal, state, provincial, county or local laws, rules and regulations. At AFFILIATE's own expense, AFFILIATE will make, execute and file all such papers and take all such actions necessary to obtain such approval, licences or permits as are required by law or public authority with respect to AFFILIATE's business activities and this Agreement and such approval, licences or permits is a condition precedent to the validity of this Agreement. To the extent that any law or public authority requires changes to be made to the terms of this Agreement of the relationship between the parties, either party may terminate this Agreement without liability upon 10 days notice in writing.

10. AFFILIATE RIGHTS & RESPONSIBILITIES
 

• AFFILIATE hereby accepts and agrees that AFFILIATE will be bound by the terms hereof and that AFFILIATE will be entitled to participate as an AFFILIATE, upon acceptance of a valid application by the Company.
   
• AFFILIATE shall ensure that all the particulars initially furnished in his Application Form is kept current and accurate at all times during the term of this Agreement and AFFILIATE shall report any changes of particulars by sending a notice in writing to the Company or changing them in their Business Centre. In the event that any of the Company's correspondence is returned as a result of AFFILIATE's failure to notify the Company of a change of his address, the Company shall be entitled to place AFFILIATE on an inactive status until such time that address change notification is received.
   
• AFFILIATE HEREBY AGREES AND UNDERTAKE TO CONDUCT THEIR BUSINESS FREE OF ANY MISREPRESENTATION, FALSE, DECEPTIVE, UNFAIR OR MISLEADING ADVERTISING OR PRACTICES AND THEIR CONDUCT IN CONNECTION WITH THE PROGRAM AND THIS AGREEMENT SHALL AT ALL TIMES BE PROFESSIONAL AND ETHICAL AND CONSISTENT WITH PUBLIC INTEREST, NOR SHALL AFFILIATE WITHOLD FROM OR OMIT ANY INFORMATION RELATED TO OR IN CONNECTION WITH THE AGREEMENT, THE PROGRAM OR THE ONLINE ENGINE AND THE PRODUCTS OR SERVICES PROVIDED THEREUNDER FROM HIS PROSPECTIVE USERS AND AFFILIATES. WITHOUT PREJUDICE TO THE GENERALITY OF THE AFORESAID, AFFILIATE SHALL BRING TO THE ATTENTION OF HIS PROSPECTIVE USERS, THE COMPANY'S REFUND OR MONEY-BACK POLICY AS FOLLOWS:"PROVIDED ALWAYS THAT THE USER MAY CANCEL HIS ONLINE ENGINE AND REQUEST FOR A REFUND BY ISSUING A NOTICE IN WRITING TO THE COMPANY TO THAT EFFECT WITHIN THIRTY (30) DAYS AFTER THE DATE OF PURCHASE. THE REFUND IS SUBJECTED TO PRORATING FOR THE AMOUNT OF USAGE OF THE ONLINE ENGINE IN A SCHEDULE AS FOLLOWS: 100% REFUND OF THE PURCHASE FEE IS PROVIDED IF THE REQUEST FOR REFUND IS MADE WITHIN SEVEN (7) DAYS. 50% REFUND OF THE PURCHASE FEE IS PROVIDED IF THE REQUEST FOR REFUND IS MADE WITHIN FOURTEEN (14) DAYS. 10% REFUND OF THE PURCHASE FEE IS PROVIDED IF THE REQUEST FOR REFUND IS MADE AFTER THE FOURTEENTH (14TH) DAY BUT WITHIN THE THIRTIETH (30TH) DAY OF THE PURCHASE DATE. REQUEST FOR REFUND THAT IS MADE AFTER THE THIRTIETH (30TH) DAY WILL NOT ENTITLED FOR ANY REFUND. NOTE THAT THE FULL PURCHASE FEE IS SUBJECTED TO A PROCESSING CHARGE FOR THE CANCELLATION IN THE PERCENTAGE OF 5% OF THE PURCHASE FEE AND ANY OTHER CHARGES INCLUDING WITHOUT LIMITATION FINANCIAL CHARGES INCURRED IN THE EVENT THAT THE PURCHASE FEE WAS PAID FOR BY CREDIT CARD OR OTHER FORMS OF PAYMENTS WHICH INCUR SUCH CHARGES AND THE USERS AGREE THAT THE COMPANY MAY TAKE AS LONG AS THREE (3) MONTHS FROM THE DATE OF THE WRITTEN NOTIFICATION TO PROCESS THE REQUEST FOR CANCELLATION AND REFUND.
   
• AFFILIATE shall not produce and/or use any literature or sales aids including without limitation written, digital, electronic, video and audio media in relation to AFFILIATE's business, the Online Engine or the Program which have not received the prior written approval of the Company.
   
• AFFILIATE shall not adopt a telephone procedure that may mislead, deceive or give a caller reasons to believe that they have reached the corporate or authorized office of the Company. Without limitation to the generality of the aforesaid, AFFILIATE shall not and is prohibited from answering the telephone by responding "Wealth Paragon" or by using any other form of the Company's name unless immediately followed by the words "AFFILIATE" and AFFILIATE shall not and is prohibited from using the Company's name in any telephone number listings unless the title "AFFILIATE/Independent Affiliate" accompanies such a listing.
   
• AFFILIATE hereby agrees that the Company shall be entitled, but shall not be under any obligation, to review all practices and procedures adopted and employed by the AFFILIATE and such other of his AFFILIATES under his Business Centre and AFFILIATE shall render the Company full cooperation in such event and AFFILIATE shall furnish the Company with such records of communications and training manual, booklets or pamphlets that have been or are being used by the AFFILIATE and the other AFFILIATES under his Business Centre.
   
• The Company shall not be under any obligation to mediate disputes between AFFILIATE whether they are under the same Business Centre or otherwise. For the purposes of accrediting an Online Engine sale to a particular AFFILIATE, AFFILIATE hereby agrees that the Company shall recognize as AFFILIATE, the person whose name appears as the "Independent Affiliate" from the online User's Application Form with the earliest date-time stamp.
   
• AFFILIATE shall not use the Company's official meetings or events for any purpose other than those for which the meetings or events are held. In particular without limitation, the AFFILIATE shall not solicit for any other purpose including cross-recruitment, or sell any product or service other than those offered by the Company, or lobby for changes to the Company's policies or terms and conditions of business.

11. INCOME REPRESENTATION

• AFFILIATE UNDERSTANDS THAT ALTHOUGH AFFILIATE MAY REFER OTHER AFFILIATE INTO THE PROGRAM, THE PROGRAM DOES NOT ALLOW AFFILIATE TO PROFIT FROM THE ACTIVITY OF REFERRING OTHER AFFILIATE. COMMISSION IS PAID ONLY ON ACTUAL SALES OF THE ONLINE ENGINE AND IN ACCORDANCE WITH THE COMPENSATION PLAN.
   
• AFFILIATE acknowledges that the Company does not make any representation, promise or guarantee that AFFILIATE will derive any actual or potential income or profit as an AFFILIATE. AFFILIATE understands that any information or calculation relating to income or profit provided are only illustrations and are not intended to be a warranty, representation, projection, promise or guarantee. AFFILIATE understands and accepts that any income AFFILIATE earns from the Company is determined by AFFILIATE's personal commitment, skill, effort, perseverance and activity as an independent affiliate and is not purely, predominantly or substantially based on chance. AFFILIATE understands that commissions shall be paid only to the qualified "selling" AFFILIATE and to his or her sales team in accordance with the Compensation Plan. AFFILIATE shall not make any income representations to any person.
   

12. PROMISES BY AFFILIATE

• The Company makes no other warranty or representation other than the terms and conditions contained herein and no AFFILIATE is authorized to make any other promises to a potential AFFILIATE or User. If the Applicant relies on any promises made by an AFFILIATE trying to introduce him or her to the Program that are not in this Agreement, and that AFFILIATE fails to keep any such promise, the Applicant shall only have recourse against that AFFILIATE and not the Company. However, in such an event, Applicant is encouraged to file a complaint with the Company. Upon receipt of such a complaint, the Company will conduct such investigations as it deems necessary and, upon validation of such a complaint, impose appropriate remedies on the offending AFFILIATE including without limitation terminating this Agreement or his appointment as an AFFILIATE of the Company. Such action however will not result in any recovery of damages by the Applicant, which the Applicant is free to seek against the offending AFFILIATE, not the Company

13. CROSS SPONSORING/CROSS RECRUITING

• The AFFILIATE understands that cross sponsoring, cross recruiting and cross line jumping are prohibited by the Company to the fullest extent allowed by the applicable laws. The Company may, without prejudice to the Company's other rights and remedies against the AFFILIATE:

   

• a) terminate this Agreement without notice or recourse to the AFFILIATE; and/or

   

• b) return all the AFFILIATE's new Online Engine sales that fall into the Downline of a cross- sponsored AFFILIATE back to the original sponsored AFFILIATE.In the event that the Company terminates this Agreement under Clause 13.1(a), the AFFILIATE will not be allowed to rejoin as an AFFILIATE or otherwise participate in the Program.

   

• For the purpose of Clause 13.1 :

   

• a) "Cross sponsoring" means soliciting an AFFILIATE of the Company into a downline different from the existing downline for that AFFILIATE. To illustrate. If AFFILIATE C is already enrolled under AFFILIATE A in another organization and you encourage him to enroll in an additional business centre under a separate organization you are cross sponsoring.

   

• b) "Cross recruiting" means soliciting an AFFILIATE of the Company into another network marketing company.

   

• c) "Cross line jumping" means an AFFILIATE of the Company acquiring, subscribing for, or taking control of a Business Centre that is not in the same downline as the one in which the AFFILIATE first was enrolled. To illustrate, AFFILIATE C subscribes for a Business Centre as a downline of AFFILIATE A and then later AFFILIATE C subscribes for another Business Centre as a downline of AFFILIATE B.

   

• AFFILIATE C is Cross line jumping if AFFILIATE A and AFFILIATE B are not related to one another. AFFILIATE A and AFFILIATE B are related only under the following conditions:

   

• + i) AFFILIATE A is a downline or sponsor of AFFILIATE B

   

• + ii) AFFILIATE B is a downline or sponsor of AFFILIATE AEven if AFFILIATE A and AFFILIATE B share the same sponsor, they are still not related as long as the conditions above are not met.

   

• d) You are also cross line jumping if any immediate family member including without limitation your parent, spouse, sibling or children have subscribes for a Business Centre which is not in the same downline as the one in which you first subscribed for your Business Centre.

   

• e) You are also cross line jumping if any close relative including but not limited to your nephew, niece, cousin, uncle or aunt purchase a Business Centre which is not in the same downline as the one in which you first subscribed for your Business Centre unless:

   

• + i. you DO NOT help such close relative to build his/her business and you DO NOT place new sales under his/her Business Centre or downlines; and

   

• + ii. such close relative does not use your personal information when registering his/her Business Centre including but not limited to :a. Contact number b. Email address c. Mailing & correspondence address d. Bank account information; or e. Any other information traceable back to you: To illustrate, if the email address registered by your close relative when subscribing for a Business Centre is the same email address registered under your Business Centre, then you are cross line jumping

14. FILING COMPLAINTS

• If any person or AFFILIATE desires to file a complaint against an independent affiliate for violation of this Agreement, or if such a person or AFFILIATE is of the opinion that any content appearing on any independent affiliate's Business Web Site is illegal, objectionable, defamatory, or infringes any intellectual property rights, he may contact us immediately at feedback@wealthparagon.com.

15. CONFIDENTIALITY AGREEMENT

•  AFFILIATE understands that the Company's marketing plans, genealogy reports, AFFILIATE lists and official literatures are proprietary information and are considered trade secrets of the Company. AFFILIATE hereby agrees to not directly or indirectly disclose or use any of said confidential or proprietary information except to specifically promote AFFILIATE's independent participation in the Company's Business in accordance with the provisions of this Agreement. AFFILIATE further agrees that this provision shall survive the expiration or termination of this Agreement

16. SALE OF MULTIPLE ONLINE ENGINE

• The Company is in the business of selling the Online Engine and any person or other legal entity may buy any number of Online Engine desired. However, the AFFILIATE is advised to purchase only so many Online Engine as is required for actual or anticipated use.

   

• It is not necessary to purchase the Online Engine or more than one Online Engine to participate in the Program as an independent affiliate, earn commissions, enhance income potential or to carry an inventory of Online Engine for resale.

   

•  AFFILIATE SHALL NOT REPRESENT TO OR ADVISE POTENTIAL INDEPENDENT DISTRIBUTORS THAT THEY ARE REQUIRED TO PURCHASE THE ONLINE ENGINE OR MORE THAN ONE ONLINE ENGINE IN ORDER TO PARTICIPATE IN THE PROGRAM AS AN INDEPENDENT AFFILIATE, EARN COMMISSIONS, ENHANCE THEIR INCOME POTENTIAL OR TO CARRY AN INVENTORY OF ONLINE ENGINE FOR RESALE and the Company shall be entitled to terminate this Agreement or the AFFILIATE concerned in the event of breach of this provision.

17. TRADE MARKS & MARKETING MATERIALS

• The Company reserves the sole right to use the Company's name, logo and trademarks. AFFILIATE shall not use the Company's name, logo and/or trademarks except to promote the Company's business using the Company's advertisement, promotional and marketing materials. All other use of the Company's name, logo and/or trademarks is subject to the PRIOR written approval of the Company's legal department. AFFILIATE shall ensure that the title "Independent Affiliate" shall always accompany AFFILIATE's name on ANY use of the Company's name, logo and/or trademarks.

18. MEDIA ENQUIRIES

• In order to ensure consistent and accurate presentation of the Company to the public, AFFILIATE is not authorized to and is strictly prohibited from representing the Company in any public media arena and from using any uncompensated media form (including without limitation news releases, articles and television, cable or radio talk show appearances) to promote or publicize the Company or the Program or the AFFILIATE's business. AFFILIATE accepts and agrees that AFFILIATE is under an obligation to immediately direct all and any media enquiries to the Company.

 19. SALE OF AFFILIATE'S BUSINESS CENTER

•  If an AFFILIATE desires to sell or assign a Business Centre ("Sale"), AFFILIATE shall notify the Company in writing of his decision to sell. The AFFILIATE can offer it to any AFFILIATE in the Business as well as someone else who is not in the Business. AFFILIATE hereby undertakes to ensure that all such Sale is legal and will not bring discredit to the Company and is conducted in a professionally and businesslike manner. All such Sale is subject to the prior consent and approval of the Company provided always that the Company shall be granted the minimum period of thirty (30) days to investigate and authenticate any transfer requests. A processing fee of S$200.00 is payable to the Company for the Sale. Sale of a corporation or other legal entity, which owns a Business Centre or any other transaction or arrangement having the same economic effect shall be deemed to be the sale of the Business Centre and is subject to the provisions above stated.

20. INHERITABILITY

• AFFILIATE's Business Centre, like any other business or asset an AFFILIATE may have, is fully transferable in accordance with the terms of a Will, or, in the absence of a Will, in accordance with the applicable interstate succession laws. For an AFFILIATE which is a corporation (or some other type of entity having separate legal existence), there would be no change in the ownership of the Business Centre upon the death of an owner of that corporation or other legal entity. Ownership of the corporation may change by passing to the heirs, but the corporation would continue to own the Business Centre.
   
• AFFILIATE agrees that he/she can transfer his/her Wealth Paragon Online Engine Account to his/her spouse in the event of these circumstances – death, terminal illnesses, etc. However, the company still reserved the rights to make the final decision regarding the transfer according to its terms and conditions and at its sole discretion. Notification of such events is to be brought to the notice of the Company within thirty (30) days from the date on the occurrence of the event.

21. SECURITY

• Each AFFILIATE must keep any Company passwords and other secure access information confidential and shall not share the same with any other person. The AFFILIATE shall notify the Company promptly if the AFFILIATE believes that the security of an account has been compromised. The Company has taken commercially reasonable steps to protect the security of online transactions. However, the Company cannot and does not warrant such security and will not be liable for any expenses, losses (including without limitation loss of profit or income) or damages (including without limitation indirect, consequential or special damages) arising out of or resulting (directly or indirectly) from any security breaches.

22. SPAM/MISUSE OF SYSTEM

• AFFILIATE shall not engage in spamming activities in order to promote the AFFILIATE's business and AFFILIATE may only send an electronic mail to a recipient known personally to him. AFFILIATE agrees and accepts that the Company may terminate this Agreement and deny AFFILIATE access to his Business Web Site in the event that AFFILIATE engages in any spamming activities in order to promote the AFFILIATE's business. "Spam" includes:
   
• a) mass mailings akin to junk-mail, either to news groups or electronic mail or unsolicited commercial and/or informational email, including, without limitation, commercial advertising and informational announcements, sent to people not known personally, unless the recipients have expressly asked to receive email announcing programs of this type,
   
• b) mass or bulk (20 or more recipients) emails of any kind, unless the recipients have expressly asked to receive email pertaining to programs of this type, and
   
• c) a newsgroup article, or essentially the same article with small changes, posted an unacceptably high number of times to one or more newsgroups (content is irrelevant), or Usenet, chat room or message board postings that are unrelated to the topic of discussion of the particular news group, chat room or message board.
   
• "Spam" does not include responding to any message received by sending a message (even though not related to the received message) by use of the "Reply to All" or similar e-mail feature. AFFILIATE shall not introduce or transmit any file or software containing a virus or other contaminating or destructive features.
   
• No person shall use the Company's communication services/tools (e.g. email, video conferences, video emails) to transmit fraudulent, defamatory, harassing, obscene, indecent or threatening messages/ contents, or any communications/materials prohibited by Law. The Company reserves the right to remove any such material subsequent to administrative review.

23. UNSOLICITED ADS BY FAX AFFILIATE

• shall not send unsolicited advertisements for the Program or otherwise solicit related business by fax in violation of any national, federal, state, provincial or local law or regulation.

24. RESPONSIBILITY FOR BUSINESS WEB SITE

• AFFILIATE acknowledges and accepts that the Internet is an unsecured, unstable, unregulated, unorganized and unreliable environment and that the Company's ability to deliver the Online Engine, access to AFFILIATE's Business Web Site and the Company's Web Site and Internet-based resources may be dependent upon the Internet and the equipment, software, system, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties. The Company makes no warranty or representation that the Online Engine, access to the Business Web Site and the Company's Web Site and Internet-based resources will be uninterrupted, timely, secure, or error-free and any errors in the software will be corrected.
   
• On occasion, the AFFILIATE's Business Web Site and the Company's Web Site and internet- based resources may undergo routine maintenance or experience unexpected technical problems. The Company will make such commercially reasonable effort to do maintenance as quickly and conveniently as possible, and to respond to technical problems as promptly as reasonably possible. The Company may be required to access an AFFILIATE's Business Web Site from time to time to provide maintenance. The Company will not in any circumstance be responsible for problems, losses (including without limitation loss of profit or income), or damages arising from loss of connectivity; errors in content due to application problems; loss of access by AFFILIATE; or temporary or permanent loss of data.
   
• In general, the Company does not exercise editorial control over AFFILIATE-supplied content, as it is practically impossible for the Company to monitor all content submitted by its users for compliance with the law. The Company is therefore a mere provider of access to information rather than a publisher of content. The Company does not endorse or recommend any of the opinions, statements, comments or ideas contributed by AFFILIATE. Any AFFILIATE-supplied content appearing in AFFILIATE Business Web Sites are there solely as a result of AFFILIATE interaction and does not represent the views of the Company or its officers or employees. AFFILIATE hereby undertakes and agrees that AFFILIATE is prohibited by this Agreement from posting content that is unlawful, objectionable, defamatory, or infringing of intellectual property rights of other

25. INDEMNITY

• AFFILIATE shall indemnify and hold the Company harmless against all claims made by any third party, and any related damages and expenses (including legal costs on an indemnity basis), arising out of or connected with the AFFILIATE's conduct, the AFFILIATE's Business Web Site or any violation of this Agreement by AFFILIATE.

26. LIMITATION OF LIABILITY

• The Company makes no warranties, express or implied, related to the Business Web Site, the Online Engine, products or services supplied thereunder, including without limitation warranties of merchantability and fitness for a particular purpose. The Company will not be liable to any AFFILIATE for indirect, special or consequential damages, such as (but not limited to) loss of profits or business interruption, arising out of or in connection with the use of, or inability to use the Business Web Site, the Online Engine, the related services and products thereunder provided to any AFFILIATE. The total liability of the Company for any and all damages arising from or connected with this Agreement, the Business Web Site, the Online Engine, the related services and products thereunder provided to any AFFILIATE shall not exceed the total fees paid by the AFFILIATE to the Company during the 365 days period immediately preceding the initial occurrence of the event causing the damages.

27. VOLUNTARY TERMINATION

•  Either party to this Agreement may terminate this Agreement by sending to the other party a written and personally signed notice (with respect to the Company, such a notice may be signed by any of the Company's representative, agent, employee or officer who has been duly authorized to do so) at any time from time to time for any reason. A written notice hereunder from AFFILIATE shall be sent by registered mail to the Company's correspondence address and a written notice hereunder from the Company shall be deemed to be duly sent to AFFILIATE if it is addressed and sent by registered mail to AFFILIATE's address that is reflected in the records of the Company at the time of the notice.

   

•  If AFFILIATE terminates this Agreement the terminating AFFILIATE shall not be entitled to participate in the Program as an AFFILIATE again for a period of six (6) months, whether itself or through another entity or agent. If the AFFILIATE is a corporate entity, this restriction shall apply to its officers and shareholders, and any entity owned or controlled directly or indirectly by any of them (each an "AFFILIATE's related person"). If AFFILIATE or AFFILIATE's related person re-joins the Program, whether itself or through another entity or agent, in violation of this policy, such transaction shall be void and none of AFFILIATE, AFFILIATE's related person or any entity or agent through whom the transaction is effected shall be entitled to earn any commissions nor enjoy any other rights or benefits from the new position. All related transactions, including without limitation any Subscriptions purchased through the AFFILIATE's Business Centre, shall be treated as if entered into directly with the Company, or otherwise as the Company may in its absolute discretion direct.

28. INVOLUNTARY TERMINATION

    If AFFILIATE

    * (a) breaches any of the provisions of this Agreement;
    * (b) violates any applicable law or regulation;
    * (c) engages in any false, misleading or unfair trade practice, including without limitation making misleading income representations or making promises to any other persons, independent distributors or Users that cannot be kept by AFFILIATE;
    * (d) discredits or attempts to discredit the Company, its officers and/or suppliers;
    * (e) engages in any misconduct which may damage the image, reputation, or goodwill of the Company; or
    * (f) makes false, inaccurate or misleading claims contrary to the Company's official materials,

the Company shall be entitled (without prejudice to any other rights and remedies available to it under this Agreement or under general law) to terminate this Agreement or his appointment as AFFILIATE of the Company with immediate effect. Any independent affiliate that is involuntarily terminated shall no longer be able to represent any of the Company's products and services under any circumstances.

29. JURISDICTION/VENUE

• This Agreement shall be governed by and construed in accordance with the laws of Singapore. Parties hereby agree that any claim, dispute of other differences between them arising out of or in connection with the Agreement (including any question regarding its existence, validity or termination) whether based on this Agreement, on fraud or any other tort, or grounded in principles of strict liability or statutes of any kind shall be referred to and finally resolved by arbitration in Singapore in accordance with the commercial arbitration rules of Singapore which rules are deemed to be incorporated by reference into this clause. The Tribunal shall consist of one (1) arbitrator to be agreed by the parties. The language of the arbitration shall be English.

30. ADDRESSES

• The addresses of AFFILIATES will be maintained in the records of the Company. The address for correspondences with the Company is 10 Anson Road, #27-16, International Plaza, Singapore 079903. Either may be changed from time to time by written notice to the other party.

31. OFFICIAL LANGUAGE/DEFINITIONS

• The English version of this Agreement, as maintained by the Company, is the official version and shall prevail over any other language version(s) which may be made available for ease of reference. As used in the Company materials, when the term "sell" and words of similar import are used to describe the sales activities of an AFFILIATE, these are abbreviated references to the promotional activities of AFFILIATE with respect to sales and it is understood that all sales of Online Engine are between the Company and the User, not between the AFFILIATE and the User. Likewise, when the term "recruit" and words of similar import are used to describe the referral and recruiting activities of an AFFILIATE, these are abbreviated references to the team building activities of AFFILIATE and it is understood that the agreement by which one becomes an AFFILIATE is between the Company and the recruited AFFILIATE and not between the new AFFILIATE and the referring AFFILIATE.

32.ENTIRE AGREEMENT
 

• This Agreement constitutes the entire agreement between the parties on the subject matter hereof, and no other additional promises, representations, guarantees or agreements of any kind shall be valid concerning such subject matter unless in writing and signed by an authorized officer of the Company.

33. POLICY/RATE CHANGES
 

• AFFILIATE agrees and hereby gives his irrevocable consent for the Company to, from time to time with a general notice posted at the Company Web Site, change the Program, the Compensation Plan, rates, prices and charges, or this Agreement to be applicable to all AFFILIATE. If AFFILIATE chooses to remain in the Program, AFFILIATE agrees to abide by those changes. Any such notice shall be deemed to have been given and received as of the day after such notice is posted on the Company Web Site or other mode of mass communication. It is AFFILIATE's responsibility to stay abreast of developments communicated in this fashion.

34.WAIVER

 

• No term or condition herein shall be deemed to have been waived because of the Company's delay or failure to exercise its rights under this Agreement unless such a waiver is expressly made in writing by the Company. AFFILIATE further agrees and accepts that a waiver at any time of any term or provision of their Agreement shall not be construed as a waiver of any other terms or provisions hereunder nor shall a waiver at any time of any term or provision of this Agreement be construed as a waiver at any subsequent time of the same terms or provision.

35. SEVERABILITY

• In the event that any portion of this Agreement or the AFFILIATE Application Form or of any other instruments referred to herein or issued by the Company be declared invalid by a court or an arbitrator, the balance of this Agreement, such Application or instruments shall remain in full force and effect.

36. PARTICIPATION IN THE COMPANY'S BUSINESS

• Any person, business entity or User ("the Applicant") may apply to Wealth Paragon Private Limited ("the Company") to be accepted as an independent affiliate ("AFFILIATE") of the Online Engine. THE APPLICANT IS NOT REQUIRED TO PURCHASE THE ONLINE ENGINE IN ORDER TO PARTICIPATE IN THE PROGRAM AS AFFILIATE
• In all events, AFFILIATE represents and warrants that:
   
• 1) he has read, understood and agrees to abide by this Agreement and is not relying on any representation or promise that is not contained in this Agreement; and
   
• 2) he is of legal age and competence in the jurisdiction in which he resides or is domiciled.
   
• 3) it is legal for AFFILIATE to participate in and promote the Company's Business Program ("Program") in the jurisdiction in which he resides or is domiciled.
   
• In the event that AFFILIATE is a corporation or a business entity, AFFILIATE further represents and warrants that it is duly incorporated or constituted in accordance with the applicable laws and that it has the corporate capacity and has been duly authorized to participate in and promote the Program and to abide by this Agreement. AFFILIATE shall appoint one individual as its authorised representative in all dealings with the Company, and represents and warrants that the person designated as its authorised representative shall have the authority to give and receive all notices and instructions and take all action on behalf of the AFFILIATE and all acts and omissions of such authorised representative shall bind the AFFILIATE. The Company shall be entitled to rely on all notices, statements, agreements and representations (whether oral or written) and all acts, omissions and documents of the authorised representative on record as if they are those of the AFFILIATE, and the AFFILIATE agrees and hereby does indemnify the Company against any loss, damage, liability or expense incurred by the Company as a result of such reliance. AFFILIATE shall notify the Company in writing in the prescribed manner of any change to the authorised representative.

37. APPLICANT ACKNOWLEDGEMENT

•  AFFILIATE acknowledges that AFFILIATE has read and understands and agrees to the terms set forth in this Agreement. AFFILIATE understands that this Agreement is not in force until accepted by the Company by return e-mail.