Policies & Procedures

JAQX Policies and Procedures

Definition of an Independent Representative:

   • An Independent Representative (includes Fundraiser/Affinity programs)

   • Must be at least 18 years of age.

   • Must complete and sign a JAQX Independent Representative Agreement.

   • Must be accepted as an Independent Representative by JAQX.

   • Must carefully read, understand, and agree to be bound by JAQX’s Policies and Procedures and the JAQX Marketing Plan.

   • Is legally authorized to work in the United States, as applicable.

Business and Legal Entities as Independent Representatives

A partnership or corporation, which is organized and complies with the appropriate state law of that specific jurisdiction, may become an Independent Representative subject to review and approval by JAQX. The entity must have a Federal Employer Identification Number (FEIN) and a legal document clearly displaying the FEIN must be submitted with the Independent Representative application.

Corporations

To become a new Independent Representative as a corporation or to change to an incorporated status, JAQX must receive the following items:

    1. An Independent Representative Agreement completed and signed by an authorized officer of the corporation.

    2. A copy of incorporation paperwork.

    3. A legal document that lists the name, address and social security number of all persons profiting from and/or any persons referring customers for the Independent Representative position. This would include yet not be limited to the corporation’s officers and shareholders.

    4. A legal document that clearly displays the corporation’s Federal Employee Identification Number.

Active Independent Representatives who wish to change the status of their position from that of an individual Independent Representative to that of a corporation must complete a Sales/Transfer application.

Partnerships

To become a new Independent Representative as a partnership or to change to a partnership status, JAQX must receive the following items:

    1. An Independent Representative Agreement completed and signed by an authorized partner.

    2. A copy of the partnership agreement signed by all partners.

    3. The name, address and social security number of each partner.

    4. A legal document that clearly displays the partnership’s Federal Employee Identification Number.

Active Independent Representatives who wish to change the status of their position from that of an individual Independent Representative to that of a partnership must complete a Sales/Transfer application.

Trusts

To become a new Independent Representative as a Trust or to change to a Trust status, JAQX must receive the following items:

    1. An Independent Representative Agreement completed and signed by all trustees of the trust.

    2. A copy of the trust agreement signed by all trustees of the trust.

    3. The name, address and social security number of all trustees and beneficiaries.

    4. A legal document that clearly displays the Trust’s Federal Employee Identification Number.

Active Independent Representatives who wish to change the status of their position from that of an individual Independent Representative to that of a trust must complete a Sales/Transfer application.

Marriage

A husband and wife may choose to operate under the same JAQX position or independently. If they operate independent positions, then one spouse must sponsor the other or both must have the same sponsor (unless they had separate IR positions prior to marriage.) If a husband and wife operating a single position divorce, ownership of the position will remain with the individual whose social security number was originally listed on the IR application unless JAQX receives a legal document signed by both parties stating otherwise. JAQX reserves the right to verify all documents before any changes are made. This also applies to those relationships that qualify as common law marriages under applicable state laws. JAQX reserves the right to intercede in disputes and if it is determined that unethical activity has taken place, the IR position may be suspended and/or terminated.

Conflicts of Interest

Representatives with JAQX shall not participate in any other opportunity or any facet of another opportunity involving products or services that complete with products or services offered by JAQX. IR’s whose employment or other non-JAQX affiliations allow access to information, such as social security numbers are strictly prohibited from using this information in relation to their JAQX business.

Phantom Positions

Independent representatives shall not provide JAQX with false or invalid social security numbers or FEINs on an Independent Representative Agreement. Independent Representatives are not permitted to sign an IR agreement on behalf of another individual. Forgery or establishing phantom IR positions will subject an IR to termination.

Tampering / Forgery of Forms

No employee or IR of JAQX, other than the Founders or the General Counsel has the authority to agree to any modification, alteration, or any other change to an IR Agreement. Any agreement for such changes must be made in writing and signed by one of the officers of the company.

No one may alter any information (i.e. Representative Identification number or signature) or sign any documents or contracts other than the individual entering into that contract.

No one may sign any IR Agreement or customer service agreement on behalf of another individual, unless proof of Power of Attorney is provided.

Any alterations made by an IR to any IR Agreement, Service Agreement or any other form agreement distributed by JAQX or any of its related entities shall not be binding unless JAQX and/or its related entities expressly agree to such alterations in writing. JAQX and all its related entities reserve the right within their sole discretion to reject any agreement or form submitted by an IR.

Identification Number

An IR’s cell phone number will become his/her JAQX identification (ID) number. Partnerships, Corporations and/or Trusts will use their FEIN as their ID number. Additionally, All IRs will be assigned a unique identification number that identifies them as an Independent Representative of JAQX after the IR application is accepted by JAQX. All identification numbers and cell phone or FEIN numbers will be kept strictly confidential, except where properly and legally required. Only Social Security Numbers or FEINs issued by the Social Security Administration or Internal Revenue Service, for use by the individual or organization filling out the Independent Representative Agreement, will be accepted by JAQX.

Status as an Independent Contractor

Claims of Employment

IRs must be at least 18 years of age. IRs are independent contractors, and as such, are responsible for their own business activities. They are solely responsible for the payment of income, social security and all other applicable taxes. If you are an employer, your personnel will not, for any purpose, be considered employees or agents of JAQX. You shall be responsible for their supervision, daily direction and control, payment of salary, workers compensation payments, disability benefits and compliance with all other laws applicable to employers.

IRs are not agents, employees or legal representatives of JAQX or any other JAQX entity. IRs will not represent in any manner that they are agents, legal representatives, or employees of JAQX or those of its related entities. IRs have no authority to legally bind JAQX or its affiliates, officers, directors or employees.

Naming Your Independent Representative Position

The name of an IR position is determined by the name on the IR Agreement. This is usually a person’s first and last name. No other name may be used in conjunction with an IR business. To alter the IR name (including the addition or deletion of a spouse, a change in last name, creating a D.B.A. (Doing Business As) or any other name change a Sales/Transfer application must be used. Using a name other than the one appearing on the IR account is strictly prohibited.

Identifying the Relationship Between Representative, Association, or Training Center and JAQX

Subject to the Advertising and Promotion section contained herein, an IR, Association, or Training Center may utilize the JAQX name when referring to an IR business, association, or Training Center, provided that the phrase “Independent Representative” appears immediately below or next to the name of the IR, Association or Training Center and this complete name is used at all times in connection with JAQX-related activities (including the creation of a corporate name or D.B.A., hotel reservations, Chamber of Commerce listings, etc.) Use of the JAQX name by an individual or group of Independent Representatives without properly identifying themselves as such is strictly prohibited.

Contractual Obligations

As independent contractors, IRs are solely responsible for their own activities and choice of time and effort spent without direction or control by JAQX or any other JAQX entity, and for any expenses which result from their business operations. These expenses include, but are not limited to: licenses or permits required to operate a business, legal fees connected with the use of an assumed business name, telephone expenses, service advertising, and any other expenses incurred. An IR shall not involve JAQX directly or indirectly in any contractual relationships relating to their business. IRs are prohibited from signing any contract, renting or leasing office space or equipment, opening any bank account, securing credit, cashing any negotiable instrument, making purchases or entering into agreements of any kind in the name of or on behalf of JAQX. Each IR shall hold JAQX harmless from any claims, damages or liabilities arising out of said IR’s business practices.

Reporting of Taxes

IRs are solely responsible for the payment of all state and federal self-employment taxes and any other tax required by any state, federal, regulatory or taxing agency. JAQX will provide an IR with a 1099 form for any commissions, bonuses, or other financial revenue, which are in the aggregate equal to or greater than $600 per year.

IR Rights and Obligations

Behavior

All IRs will operate in an ethical and lawful manner. IRs will use their best efforts to refer accounts for JAQX within the areas and parameters designated by JAQX. IRs are to conduct themselves in a fair and professional manner at all times, and they shall avoid all discourteous, deceptive, misleading or unethical practices, including, but not limited to, any disparaging or derogatory statements about JAQX or any other JAQX entity, JAQX employees or any IR. Furthermore, JAQX will not tolerate disparaging or derogatory statements about other network marketing companies. IRs are encouraged to keep accurate records. Additionally, IRs agree to be aware of and abide by all federal, state and local laws and regulations governing the sale or solicitation of the services marketed by JAQX, including, but not limited to occupational licenses, solicitation licenses, business licenses, merchant licenses or any other license or permit that may be required to perform any duties under the IR Agreement. The naming of an IR in any injunctive or prohibitory administrative or court order, including in any consent decree, in connection with the IR’s misconduct as a JAQX IR or in connection with any JAQX related activity by such IR, shall constitute a refutable presumption of the IR’s failure to operate such IR business in a lawful manner.

Customer Privacy

An individual’s right to limit the use of information about them is an essential aspect of JAQX’s business. IRs are also charged with being guardians of customer information. An IR shall not use in any way any information provided by the customer on the Customer Service Agreement including but not limited to, phone numbers, address or email addresses, credit card or checking account information, bank routing numbers, or information which the customer may disclose to you in connection with his or her Customer Service Agreement, or information provided by JAQX to you about the customer, to market services to the customer. Failure to honor a customer’s privacy concerns may subject the IR to disciplinary action up to and including termination of the IR position.

Territorial Rights

JAQX imposes no franchise or territorial restrictions on IRs with regard to sales, promotion and sponsoring efforts, and each IR shall have the right to conduct business anywhere in the United States that JAQX offers its services to consumers without exclusivity.

Associate Refunds

No Associate fee is refundable other than as provided below. Stating or inferring to a prospective Associate that any of these payments is or may be refundable is grounds for suspension or termination of the IR. A cancellation period of thirty (30) days applies to the Customer Referral Program Activation. The cancellation time frame begins on the date JAQX receives the IR Agreement. The cancellation notice must be postmarked or received by JAQX at the address designated in the IR Agreement. Cancellation may be accomplished by email, letter, FAX or by Western Union telegram. If CAB’s or generation bonuses have been paid prior to an accepted cancellation the refund will be less that amount. JAQX will honor all state refund laws at variance with this policy. Cancellation will result in the IR being required to wait six (6) months before reapplying for a new Associate position.

Independent Representative Renewal

An IMC must renew their IMC status monthly by paying a monthly administrative fee. If the IMC allows his or her business to expire due to nonpayment, the IMC may lose any and all rights to his or her personal customers and downline organization unless the IMC re-activates within 60 days following the expiration of the agreement.

Six Months Within Reactivation of Cancelled Position

If an IR position has been cancelled and the IR chooses to reactivate within six (6) months or less from the cancellation date, the IR may pay the appropriate renewal fee and reactivate their original position under their original sponsor. The IR does not have the option of starting a new individual position or participating through an interest in a partnership, corporation or trust.

After 6 Months

If an IR position has been cancelled for reasons other than a violation of the JAQX policies and procedures, after a period greater than six (6) months from their cancellation date the IR has two options:

    1. The IR may reactivate their IR position by paying the appropriate renewal fee and reactivate their original position under their original sponsor; or

    2. The IR may pay the appropriate new IR fee and start a new position under a new sponsor.

The IR may not pay the appropriate renewal fee and activate a new position under the original sponsor.

Termination for Violation of JAQX Policies and Procedures

Notwithstanding anything to the contrary contained herein, if an IR’s position is terminated or cancelled for a violation of any of the JAQX Policies and Procedures, such IR may never reactivate his or her position or start a new position.

Additional Costs

As a participant in JAQX’s Commission Referral Program certain services are provided at the discretion of JAQX, such as a company newsletter and weekly organization reports, all of which are included in the cost of becoming an IR with JAQX.

Sponsor Support

IRs understand they are responsible for advising and supporting the IRs they sponsor. IRs agree to maintain communication and support to IRs in all of their commissionable organization by way of any combination of the following methods: personal contact, telephone communication, written communication and attendance at JAQX meetings.

Sponsor Disputes

JAQX will not mediate disputes involving sponsor designations. JAQX recognizes the individual whose name appears on the IR Agreement postmarked at the earliest date as the sponsor. JAQX reserves the right to review sponsoring practices.

Sale Transfer of the IR Position

Subject to JAQX’s prior review and approval, which approval JAQX may grant at its sole discretion, an IR may sell or transfer his/her IR position to an individual, partnership, trust or corporation. A sale will be defined as a change in which the individual(s) selling the IR position no longer maintain(s) a financial interest in the IR position upon completion of the sale. A transfer will be defined as a change in name and/or identification number in which the IR retains any financial interest in the IR position upon completion of the transfer. Some examples of transfers are from one spouse to the other spouse; transfer from an individual to a corporation; trust or partnership or vice versa, in which the transferor or any individuals having an interest therein still retains a financial interest; transfer from social security number to FEIN or vice versa. In all cases, the transferor retains a financial interest/ownership interest after the transfer. The review and approval process will not begin until JAQX has received all the documentation required in accordance with requirements set forth in the Position Sale/Transfer Package, including a check or money order for the applicable processing fees from the IR who is selling/transferring the position. The applicable processing fees are as follows:

Sale (To be paid by Seller):

$50.00 fee.

Transfer (To be paid by transferor):

$50.00 fee.

JAQX reserves the right, at its sole option and discretion, to determine a sale versus a transfer. A Sale/Transfer Package may be obtained by contacting Sales Aids.

JAQX will not approve any sale or transfer of an IR Position for which JAQX receives a Notice of Levy from the Internal Revenue Service or a court ordered garnishment (i.e. child support) against the transferring position. JAQX will also revoke any sale or transfer of an IR Position that occurs within a 60-day period in which JAQX receives a Notice of Levy from the Internal Revenue Service or a court ordered garnishment. JAQX will also not approve any sale or transfer of an IR Position that involves an IR currently under investigation. Once the sale or transfer of a position has been completed, the transferring IR may not operate another IR position for six months from the date of the sale or transfer.

Inherited or Bequeathed Positions

An IR’s position can be inherited or bequeathed. In order to transfer a position which has been inherited or bequeathed, a representative of the estate of the deceased IR must provide JAQX with the following:

    1. A certified copy of the death certificate of the deceased IR ;

    2. A copy of the will setting forth provisions affecting ownership of the IR position with proof of its admission to probate, or a certified copy of a court order determining heirship;

    3. Certified Letters Testamentary setting forth the name of the personal representative of the deceased IR’s estate, dated no more than sixty (60) days from the effective date of the transfer;

    4. Fully completed Sale/Transfer Package, signed by the personal representative of the deceased IR’s estate and the transferee; and

    5. Fully completed IR Agreement for the individual or entity entitled to the IR position, signed by the transferee.

Transfers of Sponsorship

Due to the complex nature of, and difficulties caused by, making sponsor changes, JAQX does not allow transfers from one sponsor to another. The only exception to this rule is as follows: if within an IR’s first 30 days no Customer Activation Bonuses have been paid out, the sponsor may release an IR to another sponsor. JAQX must receive this release in writing via fax or mail. If the exception is not met the only action an IR may take is to voluntarily terminate his/her position and re-apply as a new IR in six (6) months with the desired sponsor.

Transfers of Home Automation Accounts

Due to the complex nature of, and difficulties caused by, making customer changes, JAQX does not allow transfers from one IR to another. Any violation of this rule, including cross-recruiting other JAQX customers, can result in suspension or termination of all IRs involved.

Soliciting IRs from the Organizations of Other JAQX IRs (Cross-Recruiting)

JAQX strictly prohibits the solicitation of IRs currently sponsored by another individual under the JAQX program. JAQX also strictly prohibits IRs from knowingly sponsoring, or directly or indirectly helping others to sponsor into any other competing or non-competing sales organization or program, any IR not personally sponsored. IRs may not be involved directly or indirectly in the solicitation of gas or electricity customers to any other gas or electricity providers. Cross-recruiting other JAQX IRs or customers can result in suspension or termination of all IRs involved.

Foreign Languages

Independent Representatives may not sign up a customer who speaks a different language. IR’s can only sign up a customer in whose language they are fluent.

Change of Address

IRs must report any change of address by calling JAQX Representative Services or by sending written notification to JAQX. Written notification of an address change must be signed by all parties when a position is owned by more than one individual (i.e., husband and wife). When mail is returned to JAQX because JAQX has not been informed of an address change, the IR is placed on inactive status.

Second Party Purchase of Independent Representative Services Program

JAQX strictly prohibits the purchase of the Independent Representative Services Program by anyone other than the IR receiving that package. Purchase of the Independent Representative Services Program by a second party (including his sponsor or any other IR) may result in termination of either or both parties from JAQX’s program. No IR may loan or advance money to a prospect in order to pay for the Independent Representative Services Program, to begin the business or to promise reimbursement of any kind to the prospective IR.

Charges to other IRs

No IR may charge a fee or request payment from a prospective IR or customer for attendance to a JAQX Business Presentation or JAQX IR training. An IR may require that other IRs attending his/her Business Presentation contribute not more than $5 toward the meeting expenses. IRs may charge other IRs for attendance to Advanced Trainings and/or other special events such as Leadership Conferences, but IRs may only charge enough to cover the cost of Advanced Trainings or special events. IRs holding such trainings/events must keep a detailed accounting of all associated revenues and expenses. JAQX may periodically request these accountings for review.

Purchase and Sale of Customers

No IR may purchase, sell or give a completed Customer Service Agreement to any other person or entity.

Solicitation by Prize or Drawing, Non-JAQX Sales Programs

IRs may not solicit, train, instruct or obtain new or existing customers or IRs by means or in connection with any lottery, drawing, or prize, nor by means of or in connection with any non-JAQX service or compensation plan. Further, IRs may not solicit, train, instruct or obtain new or existing customers or IRs by means of direct mailing, the use of unapproved advertising or literature, nor in connection with another service or opportunity which has not been previously approved by JAQX.

Endorsement of Special Interest Groups, Organizations

IRs are free to endorse, support and participate in any lawful group, cause or organization of their choosing, but may not do so in connection with their JAQX business, nor shall an IR represent that JAQX endorses or supports any special interest group or cause. An IR may sponsor individuals or teams (i.e., youth sports teams, softball teams, soccer, etc.). These groups may be sponsored as IRs where in turn they would pay the $30 fee and be eligible to sponsor other IRs and earn commissions. Or they may be sponsored as Fundraisers where they would become an IR for no fee and be eligible to acquire smart home security accounts. All commissions would go to the organization. However, with respect to such sponsorships, only the IR logo may be used, and usage must be within the guidelines as established in the most current version of the IR’s guide to Advertising and in accordance with the Policies and Procedures contained herein.

Representative Associations

IRs understand that JAQX does not endorse or approve any association, and IRs will make no claim to the contrary. If a question arises concerning compliance by an association to these Policies and Procedures, the question should be submitted to JAQX in writing to the address provided. IRs may form formal and informal member associations in order to mutually assist one another in their JAQX business. The purposes for which an association may be formed and operated and the activities of an association are limited to any one or more of the following:

    1. To share related business expenses.

    2. To provide a periodic newsletter to association members. An association may publish a periodic newsletter provided the complete content thereof is in compliance with JAQX’s Policies and Procedures. Such newsletters must state that they are not reviewed or endorsed by JAQX and do not represent the views of the company.

    3. To provide for and conduct business presentations and official JAQX training, which may not be exclusive to members.

    4. To conduct informal meetings, conferences and special training sessions for association members, which may be exclusive to members. However, such an exclusive meeting may not be announced at an official JAQX meeting of any kind.

An association may utilize a specific name for its Association provided that if the name includes the name JAQX it must also state the phrase “Independent Representatives” and shall at all times use its complete name in connection with JAQX-related association activities.

An association or any group of IRs that operates collectively or identifies itself as a group may not, using its name only, nor on behalf of its members, sponsor, conduct or participate in business presentations.

All association business presentations shall be open to all JAQX IRs and their prospects. The association may charge up to $5 per non-member in attendance; however, guests are not to be charged. If seating capacity is an issue, non-members may not be refused admittance unless members have also been refused.

IRs participating in an association shall provide equal assistance to all IRs in their downline organizations without regard to association membership and shall not solicit membership other than pointing out the actual benefits to membership to the prospective member.

An association may assess fees to its members from time to time for shared expenses, or an association may charge dues to its members not to exceed $15 a month, but not both. All other required or requested fees, charges or purchases by an association and/or its members to members or prospective members are strictly prohibited and may not be charged or solicited except as expressly permitted by JAQX’s Policies and Procedures, such as additional training fees. JAQX is not responsible for refunding fees that an association may assess.

Each association must maintain accurate books and records of its receipts and expenditures and shall provide a written report thereof at least once each calendar quarter for the prior calendar quarter to JAQX and to those IRs who are or were members of the association and to JAQX as of the date of the report and at any time during the prior calendar quarter. The failure to make reports on a timely basis, the misapplication of association funds or a violation of this policy and procedure shall be grounds, at the discretion of JAQX, for suspension or termination of the IRs involved in the violation(s).

No IR may offer or sell goods or services to an association of which such IR is also a member. No association member may receive money from a person supplying services or goods to an association or to any member(s) thereof by virtue of the purchases of the association or any of its member(s) from that person. An association collectively, and not individual members of the association, may resell JAQX-distributed supplies to generate proceeds for the association.

The policies and procedures of the association may not conflict in any way with the policies and procedures of JAQX, and the association may not limit or modify in any way a member’s right to conduct his/her JAQX business.

Leadership members of an association may be held responsible for the activities of the association and appropriate remedies may be pursued, including suspension of commissions or termination of the individual’s Agreement.

Assistance in Referring Customers

An Associate’s sponsor must assist the new Associate in referring customers.

Special Programs and Promotions

From time to time JAQX may establish special programs or promotions and the IR must meet the requirements of that program or promotion in order to participate. To the extent inconsistent herewith, the requirements of the program or promotion shall prevail with respect to participation in such program or promotion; however, such requirements and these Policies and Procedures shall be construed as consistent with each other to the extent reasonably possible.

Commissions

Eligibility for Commissions

All IRs must be active and qualified in order to be eligible to receive any commissions, bonuses or other financial payments. IR qualifications and eligibility requirements to receive commissions, bonuses or other financial payments are contained in the Compensation Plan or elsewhere herein. JAQX may change commission’s percentages, the commission structure, bonuses and/or any other from of IR compensation payment at its option and sole discretion.

Payment on Customer Referral Activations

JAQX will pay an Activation fee weekly on the customers accepted by JAQX. In order to be paid on the customers of personally sponsored IRs and IR’s in your organization, the sponsoring IR must have attained the required rank in the week in which the acquisition fees are to be paid.

Recurring Monthly Revenue (RMR) on Activated Customers

The IR will receive an RMR payment monthly per active customer contract based on the monthly payment paid by the customer each until such customer ceases payment to JAQX.

JAQX shall pay the RMR to the IR by the last Friday of the month following the month in which the payment was received by JAQX from the customer, for the customer account, as long as the following requirements are met:

    1. The IR maintains the required number of accounts (3), and

    2. The customer account remains active.

Problems that can delay Smart home security Account Payments

JAQX will not be responsible for the loss of payment on or due to the following:

    1. No IR Agreement on file with JAQX.

    2. Incomplete or incorrectly filled out IR Agreement.

    3. Improper notification of change of address.

Corporate Mailing Guidelines

If the deadline for receipt of any mentioned forms falls on a weekend, new IR Agreements or smart home security customers must be received by JAQX no later than 12:00 p.m. EST on Saturday to be date-stamped with Saturday’s date. If received after 12:00 p.m. EST, the document will be date-stamped the following business day. If an Associate’s deadline falls on a holiday, new IR Agreements and smart home security account applications must be received no later than close of business on the previous business day.

Organization Reports

A monthly organization report will show the number of Independent Representatives in an IR’s organization, plus, the total number of customer accounts. The IR agrees and acknowledges such information is proprietary and confidential to JAQX and is transmitted to the IR in strictest confidence. IR agrees he/she will not use the information other than for the benefit of JAQX and for the purpose of operating the IR position. The IR and JAQX agree that, but for this agreement of confidentiality, JAQX would not provide the above confidential information to the IR.

Weekly Checks

Customer Activation Referral Bonus’s (CAB) generated from activated customers by JAQX by Sunday at 12:00 p.m. EST should have a check issued on the following Friday after the week in which the activated account has been accepted. Any earnings discrepancy should be reported to JAQX in writing in order to have the proper research performed.

JAQX must receive all check inquiries within ninety (90) of the commissions release date. All lost or missing checks that an IR wishes to have reissued by JAQX must be requested in writing and may take up to ninety (90) days to be reissued.

Returned Check Charge

There will be a check charge for any returned check that is provided to JAQX by an IR. JAQX may require that any IR who has given JAQX a check that has been returned unpaid pay all further transactions with JAQX by cashier’s check or money order.

Suspension/Termination

At the sole discretion of JAQX, an IR’s Agreement may be suspended or terminated for cause, including but not limited to the following reasons:

    1. Failure for six (6) months of the IR to renew the Associate active status as defined in these Policies and Procedures.

    2. Breach or violation by the IR of any of the terms or provisions of the IR Agreement or any published JAQX policy or procedure.

    3. Failure of the IR to receive a check for a period of 12 or more consecutive months.

    4. The IR discredits the name of JAQX.

    5. The IR misrepresents JAQX by making claims contrary to JAQX literature.

    6. Other material cause, in the sole discretion of JAQX.

When a decision is made to suspend or terminate an IR, JAQX will inform the IR in writing that their position may be suspended or terminated immediately, effective of the date of the written notification or other specified date. The IR will have ten (10) days from the date of the mailing of the letter in which to respond to and thereby appeal in writing the suspension or termination. The IR’s written appeal must be received or postmarked within ten (10) days of the suspension/termination letter. If the appeal is not received or postmarked within the ten (10) day period, this failure to respond in a timely fashion will be considered acceptance of the suspension/termination. If an IR files a timely appeal of suspension/termination, JAQX will review the suspension/termination, consider any other appropriate information, and notify the IR of its decision. The decision will be final and subject to no further review. In the event the suspension/termination is not rescinded, suspension/termination will be effective as of the date of JAQX’s original designated suspension/termination date.

Voluntary Termination Procedure

This Agreement may be voluntarily terminated, at any time, for any reason, by submitting a personally signed letter stating resignation to JAQX. Termination of the IR Agreement will become effective upon receipt by JAQX. The resigning IR may re-apply after six (6) months from effective date of resignation.

Effect of Suspension/Termination

In the event the IR is involuntarily suspended or terminated, all bonuses and other payments from and after the suspended or terminated IR as of the effective date of the suspension or termination shall be forfeited. Once terminated by the Corporate Office for cause, such IRs may not re-enter JAQX as an IR in any manner.

Presentation of JAQX Opportunity and Service

Each independent representative begins with an equal opportunity for income. The JAQX business presentation script is designed for IRs to present clearly and easily the JAQX business opportunity in a lawful manner. IRs understand and agree that only corporate materials will be used in all training sessions and business presentations.

IRs will not make false or misleading statements about JAQX and/or the JAQX business opportunity. In presenting the business opportunity to potential Associates, only those figures published by JAQX and made available to IRs for the specific purpose of recruiting may be utilized. The use of other written or verbal income projections, actual IR commission checks and all other income potential representations whatsoever are strictly prohibited. IRs shall present the JAQX opportunities of IRs, and home automation customers as separate relationships to JAQX, so that each prospect shall choose only those relationships with JAQX which he or she truly desires. No guarantees of any income nor assurances of any profits or success are made by JAQX. Furthermore, any financial success resulting from activities as an IR will only occur in relation to the activation of referred customers, and any success achieved will be based completely upon the IR’s efforts, commitment and skill.

Any variation from the business presentation script, training or corporate materials may result in legal action, including but not limited to:

    1. Forfeiting one month’s bonus payment up to a maximum of $100,000 or

    2. Suspending or terminating the IR position.

JAQX periodically audits business presentations to ensure compliance with this policy. JAQX will use recording devices in connection with such audits and all IRs hereby consent to the taping of JAQX business and training meetings.

IRs understand that JAQX provides the following fulfillment to its IRs, a free website with all training and presentation materials available.

IRs understand that no Attorney General or other regulatory authority ever endorses or approves any service, product, membership, compensation program or company and will make no such claims to others.

JAQX prohibits IRs from prematurely soliciting customers or IRs in a new territory without receiving express instructions and approval from JAQX. Any such instructions or approval would be issued from the JAQX corporate office through its written communications channels. The prohibition includes, but is not limited to, solicitation in foreign territories and/or countries where JAQX’s service and/or the JAQX opportunity has not been available before. Any violation of this rule will subject an IR to suspension or termination.

Advertising and Promotion

JAQX encourages its IRs to promote JAQX’s service and business opportunity. The following rules, however, provide a guideline for all IRs to promote ethical marketing practices and to avoid jeopardizing the integrity and reputation of JAQX and its IRs.

Use of JAQX Name, Logo or Trademarks

IRs understand and agree that they will not use the JAQX name, or the trade names, logos, copyrighted material, trademarks or service marks (the “Proprietary Materials”) of JAQX except in materials provided by and approved by JAQX. Unauthorized use or duplication of the proprietary materials is strictly prohibited and subject to penalties under law. Subject to revocation at the sole and absolute discretion of JAQX, IRs are given approval to use the official Independent Representative logo only for limited use on business cards, letterhead, envelopes, flyers and print, radio, television or multimedia advertising. They must conform to a template, script or form distributed by JAQX in furtherance of the policies contained herein and the JAQX Advertising Guide (available in the future.) All materials, whether JAQX is mentioned or not, relating to a JAQX meeting or connected to the JAQX business opportunity, must be created or distributed by JAQX. Additionally, IRs may not create, use or sell any sales aids, ad specialty, novelty items or promotional materials (such as T-shirts, key chains, coffee mugs, pens or any other similar type items) in connection with their JAQX business.

JAQX absolutely prohibits IRs from creating, using or selling literature and sales aids created by the IR as well as those created by others.

Media Inquiries and Personal Appearances by Independent Representatives and Contribution to Uncompensated Media

All media relations efforts must be coordinated through JAQX. Any IR who is contacted by the media must first contact JAQX before taking any action and/or issuing any statement. Any communications with TV, radio and print media should first be approved by JAQX.

Electronic Media

Radio, television and/or cable advertising must be in conformance with the guidelines set forth in the JAQX Advertising Guide and is not permitted without prior review, approval and written consent of JAQX. Review of these materials may include, but not be limited to, a judgment of content, aesthetic quality and professionalism of the materials, as well as ensuring that the independent status of the IR is properly set forth. However, JAQX reserves the right to reject such advertising materials for any reason in its sole discretion.

Telephone Procedures

JAQX prohibits IRs from answering the telephone in any manner that may give callers a reason to believe that they have reached the corporate offices of JAQX. Specifically, IRs are prohibited from answering the telephone by responding “JAQX” or by using any other form of the JAQX name. Use of the JAQX name in Yellow Pages telephone number listings is also strictly prohibited; however, IRs may list their name in the white pages so long as the title “Independent Representative” accompanies the IR name in the listing.

Convention and Trade Shows

IRs may promote their businesses at events such as conventions and trade shows provided the IR complies with guidelines set forth in JAQX’s Advertising Guide. IRs are prohibited from registering for any event under the name “JAQX.” IRs must register under their name or the name of their business.

Telemarketing and Mail Sales Programs

IRs may not solicit, obtain or instruct smart home security customers or IRs by means of unapproved advertising or literature, nor in connection with another product or opportunity. The obtaining of customers and/or IRs by means of telemarketing or the obtaining of customers by the use of blind mailing lists is strictly prohibited and will result in the termination of the IR. This includes direct e-mail campaigns, inclusion in blind e-mail mailers and Usenet News cross-postings (spams). You may use blind mailing lists to recruit IRs, provided such use is in conformance with the guidelines contained in the JAQX Advertising Guide.

Internet

JAQX prohibits IRs from establishing any Internet Web site or home page, except for their registration and use of an official JAQX Associate Web site which will be available in the future, to advertise or otherwise promote JAQX, the JAQX business opportunity, or JAQX service on the Internet.

Further, except for the official JAQX Independent Representative Web site and advertising the IR Web site address (URL) as provided below, JAQX prohibits IRs from placing any advertising on the Internet or any private online service to advertise the JAQX business opportunity or to otherwise promote JAQX or their JAQX business. This includes references to an opportunity for the purpose of soliciting JAQX customers or new IRs even if JAQX’s name or trademarks are not mentioned. IRs may advertise their IR Web site (in the future) or its URL through the use of online advertisements, such as banners or links, which utilize only pre-approved copy and graphics from the JAQX Advertising Guide. However, any Web sites on which such advertisements, banners or links are placed may not be obscene, pornographic, or otherwise be deemed harmful to JAQX’s reputation as determined by JAQX in its sole discretion.

All electronic communications by IRs regarding their JAQX business must be clear, honest and complete so that the recipient of the communication will know the exact nature of what is being offered. Claims that are untrue, misleading, deceptive or fraudulent shall not be used. IRs are required to abide by all applicable laws and regulations regarding electronic communications. An IR shall not knowingly conduct activities via electronic communications in any market or country where such activities are prohibited by law.

JAQX IRs are prohibited from utilizing unsolicited bulk e-mail distributions, also known as spamming, cross-postings to unrelated or off-topic newsgroups, or any other e-mail distributions that may be illegal under applicable federal, state or local laws, rules or regulations, to solicit JAQX customers or new IRs. This prohibition includes, but is not limited to, e-mails that contain unauthorized use of copyrighted materials, threatening or obscene materials, or materials protected by trade secrets. Fraudulent behavior, including but not limited to, the forging of forum postings or electronic mail, unauthorized use of a third party’s Internet domain name or otherwise misrepresenting a message’s point of origin, is forbidden. Harassing or abusing others through e-mail or forums is also prohibited. Rude, vulgar, or sexually explicit or inferential language or symbols are not appropriate. JAQX forbids this type of language when sending e-mail through the Internet to promote the JAQX business opportunity or an IR’s JAQX business. The promotion of chain letters or any pyramid or endless chain scheme is strictly prohibited.

Violation of this policy may subject an IR to suspension or termination in addition to any damages or penalties provided by law.

IR Facilities (Training Centers, Offices, Meeting Locations)

As with the naming of an association, or an IR position, if the name of an IR facility includes the words “JAQX” it must also state the phrase “Independent Representatives” and the complete name shall at all times be used in connection with JAQX related activities. The only approved signage for such facilities is the IR logo. Camera-ready artwork of this logo will be available in the JAQX Advertising Guide.

Translating Our Materials

JAQX appreciates the diversity of our IR base and is aware of the need for various language translations of our materials. While we permit IRs to translate any of our materials not available in a specific language, we assume no liability for the accurate translation of any published materials. IRs utilizing translated materials are solely responsible for the correct and accurate recreation of all information and will be held solely accountable for any misrepresentation or inaccurate information distributed. Any expense incurred will be the responsibility of each IR, and translated materials may not be sold under any circumstances.

Compliance

These Policies and Procedures were created as a guideline for JAQX and all IRs and serve to protect the rights of both parties. The Policies and Procedures ensure proper functioning of daily business operations. Any IR who violates any provision of the IR Agreement, which includes all Policies and Procedures itemized herein, may be immediately suspended or terminated by JAQX. A termination cancels any and all rights of the IR and will be effective upon verification of the violation(s) and notification to the offending IR by JAQX. A suspended or terminated IR is prohibited from having any interest of any kind in any other IR position.

IRs understand the IR Agreement including these Policies and Procedures are governed under the laws of the State of Connecticut and shall be so governed without regard to any conflict of laws to the contrary. The parties agree that any claim, dispute or other difference between IRs and JAQX or among IRs and JAQX shall be exclusively resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association (The “Rules”) and the United States Arbitration Act, 9 U.S. C. Sections 1-16 (The “Act”) with arbitration to occur at City, State. For Louisiana residents, Representative arbitration is held in New Orleans, Louisiana. This paragraph shall control over any conflict between paragraph and The Act or The Rules. The parties agree that the arbitrator shall have the primary power to decide any question about the arbitrability of any claim, dispute or other difference between them. The arbitrator may award, in addition to declaratory relief, preliminary and permanent injunctive relief and actual damages. The arbitrator shall not have the authority to award attorney’s fees, costs, or economic consequential or incidental damages, except that the arbitrator may award to JAQX such relief in a proceeding brought by JAQX against an IR for slamming or cramming. The decision of the arbitrator will be entitled to enforcement in any court of competent jurisdiction. This provision shall not be construed so as to prohibit JAQX from obtaining preliminary and permanent injunctive relief in any court of competent jurisdiction.

Non-Competition; Non-Solicitation;

During the initial term and all renewal terms of this agreement, Independent Representative agrees that neither He/She;

    1. shall provide services similar to those services provided to JAQX pursuant to the this agreement to any other person or entity that is in the same or similar business as JAQX or its affiliates; nor

    2. shall directly or indirectly discourage or otherwise attempt to neither prevent any person from doing business with JAQX nor directly or indirectly disparage, by any means to any person, JAQX, JAQX business, or any representatives of JAQX.

Non-Solicitation of customers

Independent Representative specifically agrees that the Independent Representative will not solicit, for Independent Representatives own benefit or for the benefit of any affiliate or client, any of JAQXs customers that Independent Representative has acquired on behalf of JAQX for any purpose during the initial term and all renewal terms of this agreement and for a period of two (1) years thereafter.

Amendments

IRs understand that in order to maintain a viable marketing program and to comply with changes in federal, state or local laws or economic conditions, JAQX may modify existing Policies and Procedures and Provide Policies and Procedures and rules and regulations for IRs from time to time, as well as modify its compensation program, customer services and charges. Such modifications to the Policies and Procedures, the rules and regulations, the compensation plan or any other customer services, and all charges thereto, shall, upon notice to the IR or by publication in the JAQX newsletter, in the Company’s Internet site or an IR Web site become a binding part of the IR Agreement.

Waiver

No term or condition shall be deemed to have been waived nor shall there be any estoppel to enforce any of the terms or provisions of the IR Agreement except by written instrument of the authorized party charged with such waiver or estoppel. It is further understood that a waiver at any time of any of the terms or provisions shall not be construed as a waiver of any of the other terms or provisions and that a waiver at any time of the terms or provisions shall not be construed as a waiver at any subsequent time of the same terms or provisions.

Indemnity

Each IR agrees to indemnify and to hold JAQX and all JAQX entities harmless from any and all claims, damages and expenses, including attorney fees, arising out of actions or conduct in violation of the IR Agreement.

Severability

Should any portion of these Policies and Procedures, or the IR Agreement, or any other instruments referred to herein or issued by JAQX be declared invalid, the remaining provisions shall continue at JAQXs option in full force and effect.

Construction

All personal pronouns used in these Policies and Procedures include the other genders, whether used in the masculine, feminine or neuter gender, and the singular shall include the plural whenever and as often as may be appropriate.