ARK SOLOMON Affiliate Terms and Conditions These Terms and Conditions (“Agreement”) set out the basis on which a person may participate in the ARK SOLOMON Affiliates Program (IAP) and use his or her ARK SOLOMON Membership. Defined terms are set forth below or may be separately defined in any of the documents incorporated by reference into the Agreement. References to the singular shall include the plural and to the masculine shall include the feminine wherever the context permits. This Agreement also serves as ARK SOLOMON’s Rules of Conduct.
Definitions: The following terms when used herein shall have the following meanings;
“ARK SOLOMON” means: ARK SOLOMON International Pte. Ltd.
“IA” means: An ARK SOLOMON Affiliate, who is an independent contractor of ARK SOLOMON.
“IAship” means: An IAship is another way to describe an ARK SOLOMON Business, which is identified by an IA number.
1. I understand that as an IA: a) I will only have one IA account and must be at least 18 years old; b) I have the right to promote the sale of ARK SOLOMON products and services in accordance with the agreement; c) I have the right to enroll persons as IAs and/or as customers or members; and when I do so I will comply with all applicable ARK SOLOMON policies; and d) I will train, motivate and support the Affiliates in my Downline Marketing Organization.
2. I agree to present the ARK SOLOMON Compensation Plan and ARK SOLOMON products and services as set forth in official ARK SOLOMON literature. I agree to keep accurate records and shall not engage in or perform any misleading, deceptive or unethical practices. I further agree to abide by all federal, state and local laws and regulations governing the sale or solicitation of the products and services marketed by ARK SOLOMON, including but not limited to, obtaining and maintaining any and all permits and licenses required to perform under the Agreement and I understand that I will be personally liable for any fines and other expenses incurred by ARK SOLOMON as a result of my failure to do so.
3. I agree that, as an IA, I am an independent contractor and not an employee, partner, legal representative, or franchisee of ARK SOLOMON. I am not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of ARK SOLOMON. I agree that I will be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF ARK SOLOMON FOR FEDERAL OR STATE TAX PURPOSES. ARK SOLOMON is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind.
4. I have carefully read (or agree to read before performing any Affiliate activity) and agree to comply with these Terms and Conditions, the ARK SOLOMON Policies and Procedures, and the ARK SOLOMON Compensation Plan, each of which are provided by ARK SOLOMON on its website www.ark-solomon.com and are incorporated into and made a part of these Terms and Conditions (these documents shall be collectively referred to as the “Agreement”). I understand that I must be in good standing, i.e. not in violation of the Agreement, to be eligible for bonuses or commissions from ARK SOLOMON. I understand that the Agreement may be amended at the sole discretion of ARK SOLOMON, and I agree that any such amendment will apply to me. Notification of amendments shall be published in official ARK SOLOMON materials. The continuation of my ARK SOLOMON business and/or my acceptance of bonuses or commissions shall constitute my acceptance of any and all amendments. I acknowledge that all post sale customer service support may be rendered in English by ARK SOLOMON or its affiliates.
5. The term of the Agreement is one (1) year from the date of its acceptance by ARK SOLOMON which will be the date that I execute the Agreement electronically via the company’s Internet sign-up procedure and it is received and accepted by ARK SOLOMON. The Agreement shall thereafter automatically renew for successive one (1) year terms unless either I or ARK SOLOMON provides the other with at least thirty (30) days’ written notice of non-renewal. I may terminate the Agreement for any reason, at any time, by giving ARK SOLOMON prior written notice by email to [email protected]. ARK SOLOMON may terminate the Agreement pursuant to the Policies and Procedures or in the event that I breach any part of the Agreement. If either I or ARK SOLOMON elects to not renew the Agreement, or if it is terminated for any reason, I understand that I will permanently lose all rights as an IA, I shall not be eligible to promote ARK SOLOMON products and services nor shall I be eligible to receive commissions, bonuses, or other income resulting from the activities of my former Downline Marketing Organization. In the event of termination or non- renewal for any reason, I waive all rights I have to my former Downline Marketing Organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former Downline Marketing Organization. ARK SOLOMON reserves the right to terminate the Agreement if it elects in my country of residence to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate sale of its products and/or services via direct selling channels.
6. I may not assign or transfer any rights or sub contract my duties under the Agreement without the prior written consent of ARK SOLOMON. Any attempt to transfer or assign the Agreement or sub contract my duties without the express written consent of ARK SOLOMON may result in termination of the Agreement.
7. I understand that during any investigation by ARK SOLOMON of my breach of the Agreement or my conduct as an IA, my IA position status may be suspended and any payments which may otherwise be owed to me shall be held until final resolution has been achieved. I acknowledge that in the event that ARK SOLOMON determines that I have violated the Agreement, ARK SOLOMON may terminate the Agreement and deactivate my Affiliate position, in which event I will not be entitled to any payments or further commissions or compensation of any kind whether or not the sales for such bonuses or commissions have been completed or ARK SOLOMON may impose upon me other disciplinary actions as set forth in the Policies and Procedures. In such circumstances ARK SOLOMON may allocate my position together with any Downline Marketing Organization to another IA or applicant.
8. ARK SOLOMON, along with its parent or affiliated companies, directors, officers, owners, employees, assigns, and agents (collectively referred to as “Affiliates”), shall be exempt from, and I hereby release ARK SOLOMON and its Affiliates from, all claims for consequential and exemplary damages. This release covers all liabilities arising from or related to the promotion or operation of my ARK SOLOMON business and any related activities, such as the presentation of ARK SOLOMON products and services, the Compensation Plan, the operation of motor vehicles, or the lease of meeting or training facilities. Additionally, I agree to indemnify ARK SOLOMON and its Affiliates for any liabilities, including attorney fees, damages, fines, penalties, or other awards that may arise from any unauthorized activities I undertake while operating my business. ARK SOLOMON retains the right to offset any liabilities of the IA against any liabilities of ARK SOLOMON, regardless of whether these liabilities are present or future, liquidated or unliquidated, and irrespective of their origin under this Agreement. The exercise of any rights by ARK SOLOMON under this clause does not limit or affect any other rights or remedies available to it under this Agreement or by law.
9. The Agreement, constitutes the entire contract between ARK SOLOMON and myself. Any promises, representations, offers, and other communications not expressly set forth in the Agreement are of no force or effect. Defined terms are set forth below or may be separately defined in any of the documents incorporated by reference into the Agreement. References to the singular shall include the plural and to the masculine shall include the feminine wherever the context permits.
10. I understand that as an IA: a) I have the right to promote the sale of ARK SOLOMON products and services in accordance with the agreement b) I have the right to enroll persons as IAs and/or as customers or members; and when I do so I will comply with all applicable ARK SOLOMON policies including but not limited to policies and procedures relating to payment card handling information; and c) I will train, motivate and support the IAs in my Downline Marketing Organization.
11. Any waiver by ARK SOLOMON of any breach of the Agreement must be in writing and signed by an authorized officer of ARK SOLOMON. Waiver by ARK SOLOMON of any breach of the Agreement by me shall not operate or be construed as a waiver of any subsequent breach.
12. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect.
13. This Agreement will be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to principles of conflicts of laws. All disputes and claims relating to ARK SOLOMON, the Agreement, or ARK SOLOMON products and services, the rights and obligations of an IA and ARK SOLOMON, or any other claims or causes of action relating to the performance of either an IA or ARK SOLOMON under the Agreement shall be settled totally and finally by arbitration in Singapore, or such other location as ARK SOLOMON prescribes. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. Each party to the arbitration shall be responsible for its own costs and its own expenses of arbitration, including fees. Nothing in the Agreement shall prevent ARK SOLOMON from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect ARK SOLOMON interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding. For the avoidance of doubt, the claims of different IAs shall be heard in separate, bilateral arbitration proceedings. ARK SOLOMON does not consent to classwide arbitration proceedings, and IAs specifically waive any and all rights they may otherwise have to classwide arbitration. Arbitration proceedings and any award shall be kept confidential. No amendment to this arbitration provision shall apply to a dispute of which ARK SOLOMON had actual notice on the date of the amendment. Any termination of this arbitration provision shall not be effective until 10 days after reasonable notice given to IAs or as to disputes which arose prior to the date of termination.
14. If an IA wishes to bring an action against ARK SOLOMON for any act or omission relating to or arising from the Agreement, such action must be brought within six (6) months from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against ARK SOLOMON for such act or omission. An IA waives all claims that any other statutes of limitations applies. If an IA brings or threatens to bring an action against ARK SOLOMON including but not limited to any action for any act or omission arising from the Agreement, ARK SOLOMON may at its option immediately suspend the IA position and may terminate the Agreement.
15. I authorize ARK SOLOMON to use my name, photograph, personal story and/or likeness in advertising/promotional materials, and grant ARK SOLOMON an indefinite royalty free license to use all photographs, video and other images submitted by me to ARK SOLOMON; I waive all claims for remuneration for such use.
16. I understand that participation in ARK SOLOMON does NOT guarantee or assure any profits or success. I certify that no such representations of income or success have been made to me by ARK SOLOMON or any IA.
17. During the term of this Agreement (and any renewals) and for (1) one year thereafter, I will not sell to ARK SOLOMON customers or IAs any products, services or business opportunities that compete with ARK SOLOMON products or services. In addition, during the term of the Agreement (and any renewals) and for (1) one year thereafter, I will not solicit or recruit ARK SOLOMON employees, consultants, vendors, customers or IAs, whether active or inactive, to participate in any network marketing program, The exception being those to whom I am both Enroller and Sponsor.
18. By acknowledging and submitting this Application, I specifically authorize ARK SOLOMON to transfer and disclose personal or confidential information which I have provided to ARK SOLOMON in connection with my application to become an IA and in connection with my IA business and Downline Marketing Organization or that has been developed or provided to ARK SOLOMON by me as a result of my activity as an IA, to its parent and affiliated companies, its partners, licensees, agents and vendors and to other IAs, who may or may not be in my immediate Upline or Downline, when necessary to ensure proper support for the ARK SOLOMON business and to applicable government or regulatory bodies if required by law. I further authorize ARK SOLOMON, its parent and/or affiliated companies and other IAs to communicate with me by electronic mail at the email address and/or by text message at the cell number I have entered on the front of the Application. I understand that such emails and /or text messages may include offers and solicitations for the sale and purchase of ARK SOLOMON products, sales aids, and services. I further authorize ARK SOLOMON to use my personal information for IA recognition and marketing materials and to release my name and telephone number in response to a customer’s request for an IA in my area. If this information is not to be released, I agree to notify ARK SOLOMON that I do not want this information released by written notice directed by email to [email protected]. I agree to obtain, record, use, hold, transfer, dispose of and otherwise process personal information about customers, other IAs or any other person (however and whomever obtained from) only in accordance with the Agreement. Unless otherwise provided by ARK SOLOMON, I understand that I (i) may only use such personal information for my ARK SOLOMON business and for no other purpose(s); (ii) must comply with their obligations regarding privacy and data security as set forth in the Agreement; and (iii) must comply with like privacy and data security obligations to those imposed on ARK SOLOMON under applicable laws in respect to such information. If any transfer of such personal data requires the execution of the European Commission’s Standard Contractual Clauses for the transfer of personal data from the European Economic Area to a third country (“Standard Contractual Clauses”) in order to comply with the applicable privacy and data protection laws including the General Data Protection Regulation (where I am the party exporting personal data to ARK SOLOMON or its affiliates outside the European Economic Area), I agree that I will complete all relevant details in, and execute the Standard Contractual Clauses and take all other actions required to legitimize the transfer. Sections 13, 15, 17 and 18 shall survive any termination or expiration of the Agreement.
The following provisions are hereby added to the Original Agreement:
19. At all times, an IA must adhere strictly to the guidelines and procedures stated in the ARK SOLOMON Policies and Procedures of which these Terms and Conditions are a part, in addition to the ARK SOLOMON Sales & Marketing Plan, and, in each case, any amendments made to such from time to time. All IAs are charged with the duty of good faith and fair dealing under the terms of the IA Contract. All IAs shall cooperate in any investigation undertaken by ARK SOLOMON into activities that are potentially in contravention of his/her IAship or the IAship of another IA.
20. No IA shall engage in cross-group buying or selling/supplying. “Cross group buying and selling/supplying” occurs when an IA sells or supplies ARK SOLOMON distributed or supplied products and/or services to another IA who is not personally sponsored and downline of those sponsored. An IA must only purchase ARK SOLOMON Products and Services directly from his/her Sponsor, or ARK SOLOMON.
21. No IA shall make offers to sell any ARK SOLOMON products and services that are not accurate and truthful regarding price, grade, quality, performance, and availability. IAs are prohibited from making exaggerated claims about ARK SOLOMON's products and services that are not authorized by ARK SOLOMON. Additionally, IAs must not misrepresent ARK SOLOMON in any way concerning the prices, quality, standards, grades, contents, style, model, origin, or availability of its products and services. IAs must also avoid claiming that ARK SOLOMON's products and services are endorsed, approved, or possess features related to yield, accessories, uses, or benefits that they do not actually have. Furthermore, IAs are strictly forbidden from presenting or promoting ARK SOLOMON’s products and services in a fraudulent manner or falsely promoting non-ARK SOLOMON products as if they were associated with ARK SOLOMON.
22. IAs are prohibited from leveraging their knowledge or associations with other IAs, gained through their connection to the Line of Sponsorship, for promoting or expanding unrelated business ventures. Such actions are considered inappropriate and unreasonable disruptions to the contractual relationships between other IAs and ARK SOLOMON. Specifically, IAs must not solicit other IAs, either directly or indirectly, with the intent to sell, offer, or promote products, services, or business opportunities that are not endorsed or marketed by ARK SOLOMON. This prohibition extends to all financial offerings, including investments, securities, and loans, irrespective of their origin. Furthermore, IAs are strictly forbidden from using the ARK SOLOMON Sales & Marketing Plan as a platform to sell, offer, or promote any external business opportunities, products, or services.
23. An IA may not encourage, entice, or otherwise assist another IA to transfer to a different Sponsor. To do so constitutes an unwarranted and unreasonable interference with the contractual relationship between ARK SOLOMON and its IAs. This prohibition includes, but is not limited to, offering financial or other tangible incentives for another IA to terminate an existing IA Account and then re-sign under a different Sponsor. You agree that a violation of this rule inflicts irreparable harm on the Company and agree that injunctive relief is an appropriate remedy to prevent that harm. The Company reserves the right to impose penalties, up to and including termination, on any IA account found to be soliciting or enticing an existing IA to change lines of sponsorship.
24. The sale or transfer of an ownership interest in an IAship requires prior approval from ARK SOLOMON, which shall be granted at ARK SOLOMON’s sole discretion. The transfer of an IA, whether it includes their personally sponsored downlines and the downlines of those personally sponsored downlines or not, results in the sponsorship of that IAship being transferred from one IA to another. Furthermore, when an IAship is sold, it shall retain its existing position within the Line of Sponsorship.
25. Former IAs may establish a new IAship account under a new Sponsor only after abstaining from any Business Activity for a minimum of six months following the termination of their existing IAship account. If an IA chooses to terminate their IAship via email and then remains inactive for a continuous period of six months, they will no longer be recognized as an authorized IA. After this period of inactivity, they are eligible to apply for a new IAship under a different Sponsor, with the inactivity period beginning on the date ARK SOLOMON receives the termination email. Should ARK SOLOMON find that the change of Sponsor was inappropriate or solicited, the newly established IAship account will be terminated.
26. When ARK SOLOMON suspects a potential, impending, or actual violation of its IA Agreement or Policies and Procedure, it reserves the right to initiate an investigation into the activities of the concerned IA. Such investigations may be conducted proactively by ARK SOLOMON or in response to a written complaint filed by another IA. According to this section, an IA who suspects a breach by another IA must inform ARK SOLOMON in writing via email at [email protected], detailing the alleged violation and all related facts. Upon receipt of the complaint, ARK SOLOMON will inform the accused IA of the allegations and request a prompt reply. If the initial complaint and response lack adequate details to reach a conclusion, ARK SOLOMON may request additional information from any involved parties. Once ARK SOLOMON deems it has gathered sufficient information to understand the facts and circumstances of the case, it will determine whether a violation of its Business Policies and Procedures or Rules of Conduct has occurred and will proceed with suitable actions.
27. If an IA is found in violation, ARK SOLOMON will issue a decision letter. This letter will detail the specific complaints, outline required corrective actions, and, if relevant, specify a deadline for compliance. Notifications from ARK SOLOMON, including this decision letter, will be sent via email to the contact information ARK SOLOMON has on file for the IA. An IA’s claim of not receiving a notice will not impede the enforcement of ARK SOLOMON’s actions. The notice will clearly identify the sections of the Rules of Conduct or other parts of the IA Agreement that have been violated, state the effective date of any action taken, and, if applicable, inform the IA of the opportunity to request a review of ARK SOLOMON’s decision by the Review Panel. Furthermore, an IA waives any claims against ARK SOLOMON that may arise from actions taken under their IAship or as stipulated by these rules. An IA whose contract is terminated or who faces disciplinary actions due to violations of the Rules of Conduct or ARK SOLOMON Policies and Procedures will have no grounds to claim against ARK SOLOMON regarding such terminations or actions.
28. In the event ARK SOLOMON at its sole discretion determines that there has been a breach of the Rules of Conduct or the ARK SOLOMON Policies and Procedures by an IA, ARK SOLOMON may take one or more of the following actions: a) Terminate the IAship by providing the IA with a written notice of termination at his/her specified email address; or b) Suspend specific authorisations under the IAship, such as by way of example and without limitation, the IA opportunity to Sponsor, to purchase or sell ARK SOLOMON Products and Services, or to conduct similar activities associated with the ARK SOLOMON Business; c) Remove the IA as a Sponsor of any downline IA and/or restrict the IA’s authority to Sponsor others; d) Require refund of ARK SOLOMON Bonuses and Commissions; e) Require written acknowledgement of the breach(es) and an undertaking not to breach the IA Agreement in the future.
29. The failure of ARK SOLOMON to take any action upon learning of a breach or potential breach shall not constitute a waiver of ARK SOLOMON’s rights to assert such a breach in the future. The failure of an IA to take any action upon learning of a breach shall not constitute a waiver of any other rights or remedies that may be available under applicable law.
30. ARK SOLOMON retains the discretion to determine the specific terms of each Suspension on a case-by-case basis. Should an IA breach their Agreement, ARK SOLOMON may choose to suspend some or all privileges associated with the IAship. Such actions may include, but are not limited to, withholding bonuses or higher award monies until a final resolution of the issue is reached; suspending the IA’s authorization to engage in sponsoring activities, which encompasses recruiting meetings, training sessions, and home presentations; and barring the IA from attending company-sponsored seminars, trips, and events.
31. Upon termination for any cause whatsoever, the IA shall cease to identify himself/herself as an IA of ARK SOLOMON.
32. In order to protect ARK SOLOMON, its assets, and its reputation from claims or disputes created by outside third parties, ARK SOLOMON requires the following: if any IA is charged with any infringement of any proprietary right of any outside third party (who is not an IA) arising from any of the company’s proprietary assets, or if the IA becomes the subject of any claim or suit related to that IA’s business-related conduct or any other action that directly or indirectly negatively affects or puts ARK SOLOMON, its reputation, or any of its tangible or intangible assets at risk, the affected IA will immediately notify ARK SOLOMON. ARK SOLOMON may, at its own expense and upon reasonable notice, take whatever action it deems necessary (including, but not limited to, controlling any litigation or settlement discussion related thereto) to protect itself, its reputation, and its tangible and intangible property. The IA will take no action related to that claim and suit, unless ARK SOLOMON consents, which consent will not unreasonably be withheld.
