Membership Agreement

 

Moolala, Inc.

Membership Agreement

 

  1. INTRODUCTION

 

  1. Member Agreement

This Membership Agreement is entered between the individual or entity (“you” or “Member”) registering on www.Moolala.com (the “Site”) and Moolala, Inc. (“Moolala” or the “Company”). The Rewards Plan, which can be found at www.moolala.com/docs/rewardsplan forms an integral part of this Agreement and is hereby incorporated by reference.  This Agreement is effective as of the date you submit your registration through the Site.  Please carefully review this Agreement.

 

  1. Changes to this Agreement

Moolala reserves the right to amend this Agreement in its discretion by providing Member with notice of the Amendment.  Amendments shall be effective 30 days after publication of notice that this Agreement has been modified.  Notification of amendments shall be published by one or more of the following methods: (1) posting on the Company’s official web site; (2) electronic mail (e-mail); (3) inclusion in Company periodicals; (4) inclusion in rewards payments; or (5) special mailings.  The continuation of a Member’s membership or a Member’s acceptance of rewards payments after an amendment becomes effective constitutes acceptance of all amendments.

 

  1. MEMBERSHIP

 

  1. Membership

 

Moolala facilitates the sale of vouchers (“Vouchers”) by third-party merchants (“Merchants”) that are redeemable for goods or services from those Merchants or other third parties (“Merchant Products”).  Moolala allows users who register and agree to the Membership Agreement, Rewards Plan, and Terms of Use (“Members”) to (i) purchase Vouchers, (ii) invite their friends to join Moolala, and (iii) earn rewards payments as described in the Rewards Plan (the “Moolala Opportunity”).  To become a Moolala Member, each applicant must be at least 18 years of age, accurately complete the registration information on the Site, and agree to be legally bound by this Agreement, the Rewards Plan and the Terms of Use.  The Members for whom you will earn rewards payments if they purchase Vouchers as set forth in the Rewards Plan are referred to herein as your “PayMatrix”. Moolala reserves the right to determine that certain promotions are not eligible for rewards under the Rewards Plan. Therefore, for such promotions you will not earn rewards under the Rewards Plan.

 

  1. No Fee or Required Purchases

 

You do not have to buy anything or pay any fees to become a Member.  Members are not required to purchase Vouchers or anything else from Moolala, nor are Members ever required to pay any charge or fee to maintain their membership.

 

  1. Sale of Vouchers Strictly Forbidden

The resale of Vouchers is strictly forbidden.  Under no circumstances may you sell Vouchers that you purchase from Moolala, or encourage any other person to resell Vouchers.

 

  1. MARKETING

 

  1. Methods and Tools

You do not have to actively market Moolala to enjoy the benefits of membership, but if you decide to promote Moolala, the Moolala Opportunity, or specific Vouchers, you must comply with the restrictions set out in these Policies and Procedures.  Members shall not promote the Moolala Opportunity through, or in combination with, any other system, program, sales tools, or method of marketing other than through tools and literature provided by Moolala on the Site.  Further, you may not modify any of the tools or literature provided on the Site except as expressly authorized by Moolala.  Members may not require or encourage other current or prospective Members to execute any agreement or contract other than encouraging them to sign up to become a Member on the Site..  Similarly, Members may not require or encourage other current or prospective Members to make any purchase from, or payment to, any individual or entity to participate in the Moolala Opportunity.

 

  1. Advertising
  1. General

In promoting Moolala, the Moolala Opportunity and the Rewards Plan, Members must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

 

To promote Moolala and the Moolala Opportunity Members may use the tools and materials available on the Site.  The Company has carefully designed the tools, Rewards Plan, and promotional materials to ensure that they are promoted in fair, truthful manner, that they are substantiated, and the material complies with the legal requirements of federal and state laws.  Accordingly, under no circumstances may Members produce their own literature, advertisements, sales tools, promotional materials or web sites.  

 

  1. Trademarks and Copyrights

The name of Moolala and other names as may be adopted by Moolala are proprietary trade names, trademarks and service marks of Moolala.  As such, these marks are of great value to Moolala and are supplied to Members for their use only in an expressly authorized manner.  Moolala will not allow the use of its trade names, trademarks, designs, or symbols, or any derivatives of such marks, by any person, including Moolala Members, in any unauthorized manner without its prior, written permission.  

 

As an independent Member, you may use the Moolala name in the following manner

 

Member’s Name                                                                     Independent Moolala Member

 

Example:                                                                                                                                  

Alice Smith                                                                                                                  

Independent Moolala Member

 

        Members may not use the name Moolala in any form in a tagline, an external website name, your personal website address or extension, in an e-mail address, as a personal name, or as a nickname. For example, you may not secure the domain name www.buyMooLaLa.com, nor may you create an email address such as MooLaLaSales@hotmail.com.

 

  1. Logos

        You may not use any Moolala logos without Moolala’s express written consent.

 

  1. Media and Media Inquiries

Members must not attempt to respond to media inquiries regarding Moolala, the Moolala Opportunity, or Vouchers.  All inquiries by any type of media must be immediately referred to Moolala’s Media Department.  This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.

 

  1. Unsolicited Email

Moolala does not permit Members to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation, the federal CAN SPAM Act. Any email sent by a Member that promotes Moolala, the Moolala Opportunity, or the Vouchers must comply with the following:

 

  1. There must be a functioning return email address to the sender.
  2. There must be a notice in the email that advises the recipient that he or she may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (a functioning “opt-out” notice).
  3. The email must include the Member’s physical mailing address.
  4. The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
  5. The use of deceptive subject lines and/or false header information is prohibited.
  6. All opt-out requests, whether received by email or regular mail, must be honored. If a Member receives an opt-out request from a recipient of an email, the Member must forward the opt-out request to the Company.

 

Members may not rent or purchase email lists from third parties.

 

Moolala may periodically send commercial emails on behalf of Members.  By entering into the Member Agreement, Member agrees that the Company may send such emails and that the Member’s physical and email addresses will be included in such emails as outlined above.  Members shall honor opt-out requests generated as a result of such emails sent by the Company.

  1. Unsolicited Faxes

        Members may not use or transmit unsolicited faxes in connection with their Moolala membership.  The term "unsolicited faxes" means the transmission via telephone facsimile or computer of any material or information advertising or promoting Moolala, the Moolala Opportunity, the Rewards Plan or any other aspect of the company which is transmitted to any person, except that these terms do not include a fax: (a) to any person with that person's prior express invitation or permission; or (b) to any person with whom the Member has an established business or personal relationship.  The term "established business or personal relationship" means a prior or existing relationship formed by a voluntary two way communication between a Member and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such Member; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party. 

 

  1. Telephone Directory Listings

Members may not list themselves as a Moolala Member or any similar designation in the white or yellow pages of the telephone directory, or with online directories, under their own name.  No Member may place telephone or online directory display ads using Moolala's name or logo.  Members may not answer the telephone by saying “Moolala”, “Moolala Incorporated”, or in any other manner that would lead the caller to believe that he or she has reached corporate offices of Moolala.  

 

  1. Online Conduct

 

  1. Member Web Sites

        Members may not create their own websites to directly or indirectly promote Moolala the Moolala opportunity, or Vouchers.

  1. No Selling Vouchers by any Means

        Members may not sell Vouchers through any means or method and may not encourage or facilitate any third party to sell Vouchers.  All purchases of Vouchers must be done through the Site.  For the avoidance of doubt, you may not list Vouchers for sale in online classifieds, online auction sites, or online retail sites.  You also may not encourage any third parties to sell Vouchers through any of the listed means, or otherwise.

 

  1. Domain Names, email Addresses and Online Aliases

        You are not allowed to use or register Moolala or any of Moolala’s trademarks, product names, or any derivatives, for any Internet domain name, email address, or online aliases. Additionally, you cannot use or register domain names, email addresses, and/or online aliases that could cause confusion, or be misleading or deceptive, in that they cause individuals to believe or assume the communication is from, or is the property of Moolala. Examples of the improper use of Moolala include, but are not limited to: www.moolaladeals.com, or Moolala showing up as the sender of an email.

 

  1. Online Classifieds

        You may not use online classifieds (including Craigslist) to list, sell or retail Vouchers. If Moolala provides you with templates on the Site, you may use online classifieds (including Craigslist) for prospecting and informing the public about the Moolala Opportunity, provided the Moolala-approved templates/images are used.  If Moolala does not make such templates available on the Site, then you may not use online classifieds to promote Moolala or the Moolala Opportunity.

  1. Banner Advertising

        You may place banner advertisements on a website provided you use Moolala-approved templates and images.  If Moolala does not provide you with a template for advertisements then you may not place any advertisements regarding the Moolala Opportunity or the Vouchers.  Members may not use blind ads (ads that do not disclose the identity of the Company) or web pages that make product or income claims that are ultimately associated with Moolala or the Moolala Opportunity.

 

  1. Spam Linking

        Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums and is not allowed. This includes blog spamming, blog comment spamming and/or spamdexing. Any comments you make on blogs, forums, guest books etc. must be unique, informative and relevant.

 

  1. Digital Media Submission (YouTube, iTunes, PhotoBucket etc.)

        Members may not upload, submit or publish Moolala-related video, audio or photo content that they develop or create.  Members may not upload, submit or publish any content (video, audio, presentations or any computer files) received from Moolala or captured at official Moolala events or in buildings owned or operated by Moolala.

 

  1. Sponsored Links / Pay-Per-Click (PPC) Ads

        Sponsored links or pay-per-click ads (PPC) are not permitted under any circumstances.  

 

  1. Domain Names and Email Addresses

Members may not use or attempt to register any of Moolala’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative of the foregoing, for any Internet domain name, email address, or social media name or address.

 

  1. Social Media

        Social Media may be used by Members to share information about Moolala and for prospecting and inviting.  However, Members who elect to use Social Media must adhere to the terms of this Agreement in all respects.  If you are going to promote Moolala on any Social Media site then you must clearly identify yourself as an Independent Moolala Member, and when a Member participates in those communities, Members must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at Moolala’s sole discretion, and offending Members will be subject to disciplinary action.  Members may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Members create or leave must be useful, unique, relevant and specific to the blog’s article.

        

        The term “Social Media” shall mean any type of online media that invites, expedites or permits conversation, comment, rating, and/or user generated content, as opposed to traditional media, which delivers content but does not allow readers/viewers/listeners to participate in the creation or development of content, or the comment or response to content.  Examples of Social Media include, but are not limited to, blogs, FaceBook, MySpace, Twitter, LinkedIn, Delicious, and YouTube.  

 

  1. Members Are Responsible for Postings

Members are personally responsible for their postings and all other online activity that relates to Moolala. Therefore, even if a Member does not own or operate a blog or Social Media site, if a Member posts to any such site that relates to Moolala or which can be traced to Moolala, the Member is responsible for the posting.  Members are also responsible for postings which occur on any blog or Social Media site that the Member owns, operates, or controls.

 

  1. Identification as an Independent Moolala Member

        You must disclose your full name on all Social Media postings, and conspicuously identify yourself as an independent Member for Moolala.  Anonymous postings or use of an alias is prohibited.

  1. Social Media as a Promotion Forum

        Social Media sites may not be used to explain the Moolala Opportunity.  Likewise, Members shall not use any Social Media site to explain the Moolala Rewards Plan or any component of the Rewards Plan, unless Moolala provides you a tool for that express purpose on the Site.  While you may not discuss the Moolala Opportunity, you may discuss Moolala and Vouchers on Social Media sites.

  1. Deceptive Postings

        Postings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to Moolala, the Moolala Opportunity, Vouchers, and/or your biographical information and credentials.  

 

  1. Use of Third Party Intellectual Property

        If you use the trademarks, trade names, service marks, copyrights, or intellectual property of any third party in any posting, it is your responsibility to ensure that you have received the proper license to use such intellectual property and pay the appropriate license fee.  All third-party intellectual property must be properly referenced as the property of the third-party, and you must adhere to any restrictions and conditions that the owner of the intellectual property places on the use of its property.

  1. Respecting Privacy

        Always respect the privacy of others in your postings.  Members must not engage in gossip or advance rumors about any individual, company, or competitive products or services.  Members may not list the names of other individuals or entities on their postings unless they have the written permission of the individual or entity that is the subject of their posting.

 

  1. Professionalism

        You must ensure that your postings are truthful and accurate.  This requires that you fact-check all material you post online.  You should also carefully check your postings for spelling, punctuation, and grammatical errors.  Use of offensive language is prohibited.

 

  1. Prohibited Postings

        Members may not make any postings, or link to any postings or other material that:

  1. Is sexually explicit, obscene, or pornographic;  
  2. Is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
  3. Is graphically violent, including any violent video game images;  
  4. Is solicitous of any unlawful behavior;
  5. Engages in personal attacks on any individual, group, or entity;
  6. Is in violation of any intellectual property rights of the Company or any third party.

 

  1. Responding to Negative Posts

        Do not converse with anyone who places a negative post against you, other Members, or Moolala.  Report negative posts to the Company at Media@Moolala.com.  Responding to such negative posts often simply fuels a discussion with someone carrying a grudge that does not hold themselves to the same high standards as Moolala, and therefore damages the reputation and goodwill of Moolala.  

 

  1. Social Media Sites with Website-like Features

        Because some social media sites are particularly robust, the distinction between a social media site and a website may not be clear cut.  Moolala therefore reserves the sole and exclusive right to classify certain social media sites as websites and require that Members using, or who wish to use, such sites adhere to the Company’s policies relating to independent websites.

 

 

  1. Unauthorized Claims and Actions
  1. Indemnification

A Member is fully responsible for all of his or her verbal and written statements made regarding Moolala products, services, and the Rewards Plan that are not expressly contained in official Moolala materials.  This includes statements and representations made through all sources of communication media, whether person-to-person, in meetings, online, through Social Media, in print, or any other means of communication.  Members agree to indemnify Moolala and Moolala’s directors, officers, employees, and agents, and hold them harmless from all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by Moolala as a result of the Member’s unauthorized representations or actions.  This provision shall survive the termination of the Member Agreement.

 

  1. Income Claims

Because Moolala Members do not have the data necessary to comply with the legal requirements for making income claims, a Member, when presenting or discussing the Moolala Opportunity or Rewards Plan to a prospective Member, may not make income projections, income claims, or disclose his or her Moolala income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records).

 

  1. Income Disclosure Statement

Moolala’s corporate ethics compel us to do not merely what is legally required, but rather, to conduct the absolute best business practices. To this end, we have developed the Moolala Income Disclosure Statement (“IDS”). The Moolala IDS is designed to convey truthful, timely, and comprehensive information regarding the income that Moolala Members earn. In order to accomplish this objective, a copy of the IDS must be presented to all prospective Members.  

 

A copy of the IDS must be presented to a prospective Member (someone who is not a party to a current Moolala Member Agreement) anytime the Rewards Plan is presented or discussed, or any type of income claim or earnings representation is made.

 

The terms “income claim” and/or “earnings representation” (collectively “income claim”) include: (1) statements of actual earnings, (2) statements of projected earnings, (3) statements of earnings ranges, (4) income testimonials, (5) lifestyle claims, and (6) hypothetical claims.

 

A lifestyle income claim typically includes statements (or pictures) involving large homes, luxury cars, exotic vacations, or other items suggesting or implying wealth. They also consist of references to the achievement of one's dreams, having everything one always wanted, and are phrased in terms of “opportunity” or “possibility” or “chance.” Claims such as “My Moolala income exceeded my salary after six months in the business,” or “Our Moolala membership has allowed my wife to come home and be a full-time mom” also fall within the purview of “lifestyle” claims.

 

In any non-public meeting (e.g., a home meeting, one-on-one, regardless of venue) with a prospective Member or Members in which the Rewards Plan is discussed or any type of income claim is made, you must provide the prospect(s) with a copy of the IDS. In any meeting that is open to the public in which the Rewards Plan is discussed or any type of income claims is made, you must provide every prospective Member with a copy of the IDS and you must display at least one (3 foot x 5 foot posterboard) in the front of the room in reasonably close proximity to the presenter(s). In any meeting in which any type of video display is utilized (e.g., monitor, television, projector, etc.) a slide of the IDS must be displayed continuously throughout the duration of any discussion of the Rewards Plan or the making of an income claim.

 

Copies of the IDS may be printed or downloaded without charge from the corporate website at www.moolala.com/Docs/IDS.  

 

At this time Moolala has not produced an IDS.  Until such time as one is made available on the Site Members may not make any income claims or earnings representations.

 

  1. Conflicts of Interest

 

  1. Member Participation in Direct Selling Programs

        Moolala does not permit Members to combine the Moolala Opportunity with direct selling programs.  If a Member is engaged in a direct selling program, it is the responsibility of the Member to ensure that the direct selling program is operated entirely separate and apart from the Moolala Opportunity.  To this end, the following must be adhered to:

 

  1. Members shall not display Moolala promotional material with or in the same location as, any non-Moolala promotional material or sales aids, products or services.  

 

  1. Members shall not promote Moolala, the Moolala Opportunity, or Vouchers to prospective Members in conjunction with any non-Moolala program, opportunity, product or service.

 

  1. Members may not offer any non-Moolala opportunity, products, services or opportunity at any Moolala-related meeting, seminar, convention, webinar, teleconference, or other function.

 

  1. Confidential Information

        “Confidential Information” means any Moolala confidential or proprietary information that is disclosed in any manner to you in connection with you Membership that is reasonably identifiable as confidential or proprietary information of Moolala.  Confidential information includes, but is not limited to, the identities of Moolala Members, Members’ personal and group sales volumes, and other confidential information relating to Moolala’s business.  Confidential Information is, or may be available, to Members.  Confidential Information is confidential and constitutes proprietary information and business trade secrets belonging to Moolala.  Such Confidential Information is provided to Members in strictest confidence.  Members shall hold the Confidential Information in strict confidence and shall not disclose the Confidential Information to any third parties.  Members shall not disclose the password or other access code to his or her password protected section of the Site. Member’s shall not use the Confidential Information for any purpose other than for the furtherance of the relationship of the Member and Moolala.

 

  1. Governmental Approval or Endorsement

        Neither federal nor state regulatory agencies or officials approve or endorse any direct selling companies or programs.  Therefore, Members shall not represent or imply that Moolala or its Rewards Plan have been "approved," "endorsed" or otherwise sanctioned by any government agency.

 

  1. International Marketing

          Member’s may invite their friends in other countries to join, but Moolala is not available in all countries.  Moolala may allow Members to register in certain countries where they are not yet selling Vouchers.  In those countries, Members will not be eligible to earn rewards payments until Moolala begins selling Vouchers in their country.

 

  1. Adherence to Laws and Ordinances

        Members shall comply with all federal, state, and local laws and regulations in the promotion of Moolala and the Moolala Opportunity.  

 

  1. Actions of Household Members of Affiliated Parties

        If any member of a Member’s immediate household engages in any activity which, if performed by the Member, would violate any provision of this Agreement, such activity will be deemed a violation by the Member and Moolala may take disciplinary action against the Member as set permitted by this Agreement.  Similarly, if any individual associated in any way with a corporation, partnership, LLC, trust or other entity (collectively “Business Entity”) that is a Member violates this Agreement, such action(s) will be deemed a violation by the Business Entity Member and Moolala may take disciplinary action against the Business Entity.  Likewise, if a Member enrolls in Moolala as a Business Entity, each Affiliated Party of the Business Entity shall be personally and individually bound to, and must comply with, the terms and conditions of this Agreement.

 

        “Affiliated Party” shall  mean any shareholder, member, partner, manager, trustee, or other parties with any ownership interest in, or management responsibilities for, a Business Entity.

 

  1. Sale, Transfer or Assignment of Moolala a Moolala PayMatrix

        Although a Moolala business is a privately owned and independently operated business, the sale, transfer or assignment of a Moolala business, and the sale, transfer, or assignment of an interest in a Business Entity that owns or operates a Moolala business, is subject to certain limitations.  If a Member wishes to sell his or her Moolala business, or interest in a Business Entity that owns or operates a Moolala business, the following criteria must be met:

 

  1. The selling Member must offer Moolala the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer.  Moolala shall have fifteen days from the date of receipt of the written offer from the seller to exercise its right of first refusal.  Moolala shall have fifteen days from the date of receipt of the written offer from the seller to exercise its right of first refusal.
  2. The buyer or transferee must become a qualified Moolala Member.  If the buyer is an active Moolala Member, he or she must first terminate his or her Moolala business and wait six calendar months before acquiring any interest in a different Moolala business;
  3. Before the sale, transfer or assignment can be finalized and approved by Moolala, any debt obligations the selling party has with Moolala must be satisfied.
  4. The selling party must be in good standing and not in violation of any of the terms of this Agreement in order to be eligible to sell, transfer or assign a Moolala business.

 

Prior to selling an independent Moolala business or Business Entity interest, the selling Member must notify Moolala’s Compliance Department in writing and advise of his or her intent to sell his/her Moolala business or Business Entity interest.  The selling Member must also receive written approval from the Compliance Department before proceeding with the sale.  No changes in line of sponsorship can result from the sale or transfer of a Moolala business.

 

  1. Separation of a Moolala Business

Moolala Members sometimes operate their Moolala businesses as husband-wife partnerships, regular partnerships, LLCs, corporations, trusts, or other Business Entities.  At such time as a marriage may end in divorce or a corporation, LLC, partnership, trust or other Business Entity may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other Members up or down the PayMatrix.  

 

        During the divorce or entity dissolution process, the parties must adopt one of the following methods of operation:

  1. One of the parties may, with consent of the other(s), operate the Moolala business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize Moolala to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.

 

  1. The parties may continue to operate the Moolala business jointly on a “business-as-usual” basis, whereupon all compensation paid by Moolala will be paid according to the status quo as it existed prior to the divorce filing or dissolution proceedings.  This is the default procedure if the parties do not agree on the format set forth above.

 

        Under no circumstances will the PayMatrix of divorcing spouses or a dissolving business entity be divided.  Similarly, under no circumstances will Moolala split rewards payments between divorcing spouses or members of dissolving entities.  Moolala will recognize only one Member and will only remit one payment the membership.  Rewards payments shall always be issued to the same individual or entity.  In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of rewards payments and ownership of the membership in a timely fashion as determined by Moolala, the Member Agreement shall be involuntarily canceled.

 

        If a former spouse has completely relinquished all rights in the original Moolala membership pursuant to a divorce, he or she is thereafter free to enroll as a new Member at any time.  In the case of business entity dissolutions, the former partner, shareholder, member, or other entity affiliate who retains no interest in the business may enroll as a Member at any time following the date of the final dissolution under any sponsor of his or her choosing.  In either case, the former spouse or business affiliate shall have no rights to payments resulting from their previous membership (or the associated PayMatrix).  They must develop the new business in the same manner as would any other new Member.

 

  1. Succession

Upon the death or incapacitation of a Member, his or her business may be passed to his or her heirs.  Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper.  Accordingly, a Member should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument.  Whenever a Moolala business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and rewards payments of the deceased Member’s paymatrix provided the following qualifications are met.  The successor(s) must:

 

  1. Execute a Member Agreement;
  2. Comply with terms and provisions of this Agreement;
  3. Meet all of the qualifications for the deceased Member’s status;
  4. The devisee must provide Moolala with an “address of record” to which all bonus and commission checks will be sent;
  5. If the business is bequeathed to joint devisees, they must form a business entity and acquire a Federal Taxpayer Identification Number.  Moolala will issue all bonus and commission checks and one 1099 to the business entity.

 

  1. Transfer Upon Death of a Member

To affect a testamentary transfer of a Moolala business, the executor of the estate must provide the following to Moolala: (1) an original death certificate; (2) certified letters testamentary or a letter of administration appointing an executor; and (3) written instructions from the authorized executor to Moolala specifying to whom the business and income should be transferred.

 

  1. Transfer Upon Incapacitation of a Member

To effectuate a transfer of a Moolala business because of incapacity, the successor must provide the following to Moolala: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer the Moolala business; and (3) a completed Member Agreement executed by the trustee.

 

  1. Telemarketing Techniques

The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices.  Both federal agencies (as well as a number of states) have “do not call” regulations as part of their telemarketing laws.  Although Moolala does not consider Members to be “telemarketers” in the traditional sense of the word, these government regulations broadly define the term “telemarketer” and “telemarketing” so that your inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause you to violate the law.  Moreover, these regulations must not be taken lightly, as they carry significant penalties.  

 

Therefore, Members must not engage in telemarketing in the operation of their Moolala businesses.  The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a Moolala product or service, or to recruit them for the Moolala opportunity.  “Cold calls" made to prospective Members that promote either Moolala’s products or services or the Moolala opportunity constitute telemarketing and are prohibited.  However, a telephone call(s) placed to a prospective Member (a "prospect") is permissible under the following situations:            

 

  1. If the Member has an established business relationship with the prospect.  An “established business relationship” is a relationship between a Member and a prospect based on the prospect’s purchase, rental, or lease of goods or services from the Member, or a financial transaction between the prospect and the Member, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect's purchase of a product or service.    

  1. You may call family members, personal friends, and acquaintances.  An “acquaintance” is someone with whom you have at least a recent first-hand relationship within the preceding three months.  Bear in mind, however, that if you engage in “card collecting” with everyone you meet and subsequently calling them, the FTC may consider this a form of telemarketing that is not subject to this exemption.   Thus, if you engage in calling “acquaintances,” you must make such calls on an occasional basis only and not make this a routine practice.

 

Members shall not use automatic telephone dialing systems or software relative to the operation of their Moolala businesses.  Members shall not place or initiate any outbound telephone call to any person that delivers any pre-recorded message (a "robocall") regarding or relating to the Moolala products, services or opportunity.

 

  1. SALES REQUIREMENTS

 

  1. Voucher Sales

        The Moolala Rewards Plan is based on the purchase of Vouchers by end consumers.  Members are not permitted to sell Vouchers under any circumstances.  

 

  1. REWARDS PAYMENTS

 

  1. Rewards Payments Qualifications and Accrual

        A Member must be active and in compliance with this Agreement to qualify for rewards payments.  So long as a Member complies with the terms of this Agreement, Moolala shall pay rewards payments to such Member in accordance with the Moolala Rewards Plan.   The minimum amount for which Moolala will issue a reward payment is $50.  If a Member’s rewards payments do not equal or exceed $50, the Company will accrue the rewards payments until they total $50.  Notwithstanding the foregoing, all rewards payments owed a Member, regardless of the amount accrued, will be paid upon the termination of a Member’s account.

 

  1. Adjustment to Bonuses and Rewards Payments
  1. Adjustments for Returned Vouchers

        Members receive rewards payments based on the actual purchase of Vouchers by end consumers.  When a Voucher is returned to Moolala for a refund, the rewards payments attributable to the returned Voucher(s) will be deducted from the Members who received rewards payments on the sales of the refunded Vouchers.

 

  1. Hard Copy Commission Checks

The Company pays rewards payments via a direct payment onto a pre-paid debit card.   At the election of a Member rewards payments may be paid via direct deposit into a Member’s bank account.  There is no charge for direct deposit.  A Member may also request a hard-copy of a rewards payment check.  The Company will deduct a $5.00 processing fee from each check issued.  

  1. Tax Withholdings

        If a Member who resides in the United States fails to submit a W-9 form, Moolala will deduct the necessary withholdings from the Member’s commission checks as required by law.

 

  1. Reports

        All information provided by Moolala in PayMatrix activity reports is believed to be accurate and reliable.  Nevertheless, due to various factors including but not limited to the inherent possibility of human, digital, and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments; returned products; credit card and electronic check charge-backs; the information is not guaranteed by Moolala.

 

        ALL SALES VOLUME INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER.  IN PARTICULAR BUT WITHOUT LIMITATION THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON INFRINGEMENT.

 

        TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MOOLALA AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY MEMBER OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND/OR GROUP SALES VOLUME INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES, OR REWARDS PAYMENTS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF MOOLALA OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE FULLEST EXTENT PERMITTED BY LAW, MOOLALA OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.

 

        Access to and use of Moolala’ reporting services and your reliance upon such information is at your own risk.  All such information is provided to you "as is".  If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to Moolala’ reporting services and your reliance upon the information.

 

  1. Income Taxes

Each Member is responsible for paying local, state/provincial, and federal/national taxes on any income generated as a Member.  If a Member’s Moolala business is tax exempt, the Federal tax identification number must be provided to Moolala.  Every year, Moolala will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident who: 1) Had earnings of over $600 in the previous calendar year; or 2) Made purchases during the previous calendar year in excess of $5,000.

 

  1. Errors or Questions

If a Member has questions about or believes any errors have been made regarding rewards payments the Member must notify Moolala in writing within 60 days of the date of the purported error or incident in question.  Moolala will not be responsible for any errors, omissions or problems not reported to the Company within 60 days.

 

  1. Change of Referrer

        Although a Member may cancel his or her membership at any time, Moolala strongly discourages canceling a membership and signing up under another Member.  Accordingly, if you cancel your Membership and sign up under another Member, your PayMatrix that you built under your previous membership does not transfer with you.  

 

  1. Multiple Accounts

There are no technical limitations preventing Members from signing up under multiple accounts.  You will not receive rewards payments for the activity of Members who you referred to Moolala if the activity is done under a different account.

 

  1. DISCIPLINARY PROCEEDINGS, DISPUTE RESOLUTION, AND GOVERNING LAW

 

  1. Disciplinary Sanctions

        Violation of this Agreement, violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Member that, in the sole discretion of the Company may damage its reputation or goodwill (such damaging act or omission need not be related to the Member’s membership with Moolala), may result, at Moolala's discretion, in one or more of the following corrective measures:

 

  1. Issuance of a written warning or admonition;
  2. Requiring the Member to take immediate corrective measures;
  3. Loss of rights to one or more bonus and commission checks;
  4. Moolala may withhold from a Member all or part of the Member’s bonuses and rewards payments during the period that Moolala is investigating any conduct allegedly violative of this Agreement.  If a Member’s membership is canceled for disciplinary reasons, the Member will not be entitled to recover any rewards payments withheld during the investigation period;
  5. Suspension of the individual’s membership;
  6. Involuntary termination this Member Agreement (resulting in the termination of the Member’s membership);
  7. Suspension and/or termination of the Member’s access to the Site;
  8. In addition to the measures listed in this Agreement, Moolala may institute legal proceedings for monetary and/or equitable relief.

 

  1. Mediation

Prior to instituting an arbitration, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating to this Agreement through non-binding mediation.  One individual who is mutually acceptable to the parties shall be appointed as mediator.  The mediation shall occur within 60 days from the date on which the mediator is appointed.  The mediator’s fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties.  Each party shall pay its portion of the anticipated shared fees and costs at least 10 days in advance of the mediation.  Each party shall pay its own attorneys fees, costs, and individual expenses associated with conducting and attending the mediation.  Mediation shall be held in the City of Austin, Texas, and shall last no more than two business days.  

  1. Arbitration

        If mediation is unsuccessful, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration.  The Parties waive all rights to trial by jury or to any court.  The arbitration shall be filed with, and administered by, the American Arbitration Association (“AAA”) or JAMS Endispute (“JAMS”) under their respective rules and procedures.  Notwithstanding the rules of the AAA, JAMS, or other ADR provider, the Federal Rules of Evidence shall apply in all cases.  Likewise, in all cases the parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure, and the Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure.  

 

        All arbitration proceedings shall be held in Austin, Texas.  There shall be one arbitrator selected from the panel that the Alternate Dispute Resolution service provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees.  The arbitration shall occur within 180 days from the date on which the arbitration is filed, and shall last no more than five business days.  The parties shall be allotted equal time to present their respective cases.  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.  This agreement to arbitrate shall survive the cancellation or termination of this Agreement.  

 

        The parties and the arbitrator shall maintain the confidentiality of the entire arbitration process and shall not disclose to any person not directly involved in the arbitration process:

 

  1. The substance of, or basis for, the controversy, dispute, or claim;
  2. The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration;
  3. The terms or amount of any arbitration award;
  4. The rulings of the arbitrator on the procedural and/or substantive issues involved in the case.

 

        Notwithstanding the foregoing, nothing in this Agreement shall prevent either party 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 its intellectual property rights, and/or to enforce its rights under the nonsolicitation provision of this Agreement.  

 

  1. Governing Law, Jurisdiction and Venue

Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Travis County, State of Texas.  The Federal Arbitration Act shall govern all matters relating to arbitration.  This Agreement will be governed by and construed in accordance with the laws of the State of Texas without regard to principles of conflicts of laws.  The parties consent to jurisdiction and venue before any federal or state court in Travis County, State of Texas, United States for purposes of enforcing an award by an arbitrator, an action by Moolala for equitable relief, or any other matter not subject to arbitration.

 

  1. Louisiana Residents

Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law.

 

  1. WAIVER OF CLAIMS

 

If a Member wishes to bring an action against Moolala for any act or omission relating to or arising from this Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under state law.  Failure to bring such action within such time shall bar all claims against Moolala for such act or omission.  Member waives all claims that any other statute of limitations applies.

 

  1. TERM AND TERMINATION

 

  1. Term and Termination

This Agreement is effective as of the date submitted by the Member and shall continue until terminated by either party as permitted by this Agreement.  You may terminate this Agreement at any time by providing notice of cancellation to Moolala at cancellations@Moolala.com.  Moolala may terminate this Agreement for convenience by providing you with thirty days written notice of termination.  Moolala may also terminate this Agreement for breach as set forth in Section 7.2 below.

 

  1. Involuntary Cancellation

        A Member’s breach of any of the terms of this Agreement may result in any of the sanctions listed in Section 6.1, including the termination of this Member Agreement.  Termination shall be effective on the date on which written notice is mailed, emailed, faxed, or delivered to an express courier, to the Member’s last known address, email address, or fax number, or to his/her attorney, or when the Member receives actual notice of termination, whichever occurs first.

 

  1. Effect of Termination

        Any termination of this Agreement shall result in the termination of a Members membership with Moolala.  The former Member shall have no right, title, claim or interest in rewards payments for purchases by Members who were in the cancelling Member’s PayMatrix.  A Member whose business is cancelled will lose all rights as a Member.  This includes the right to receive future rewards payments.  In the event of cancellation, Members agree to waive all rights they may have, including but not limited to property rights, to their Pay Matrix and to any rewards payments that would have been generated by their former Pay Matrix.

 

        Following the termination of this Agreement, the former Member shall not hold himself or herself out as a Moolala Member.  A Member whose membership is terminated shall receive rewards payments only up to the date of the termination (less any amounts withheld during an investigation preceding an involuntary cancellation).

 

        Upon termination of this Agreement for any reason, you must discontinue using the Moolala name, and all of Moolala’s trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property.

 

  1. Survival

Subsections 3.4.1, 3.5.2, 3.8, 5.4, 5.5, and Sections 6, 7, 8 of this Agreement and all others that by their sense and context are intended to survive the execution, delivery, performance, termination or expiration of this Agreement, will survive and continue in effect after the termination or expiration of this Agreement.

 

  1. MISCELLANEOUS

 

  1. Severability

If any provision of this Agreement is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect.  The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.

 

  1. Use of Personal Story

I authorize Moolala to use my name, photograph, personal story and/or likeness in advertising or promotional materials and waive all claims for remuneration for such use.

 

  1. Waiver

The Company never gives up its right to insist on compliance with this Agreement and with the applicable laws governing the conduct of a Member.  No failure of Moolala to exercise any right or power under this Agreement or to insist upon strict compliance by a Member with any obligation or provision of this Agreement, and no custom or practice of the parties at variance with the terms of this Agreement, shall constitute a waiver of Moolala’s right to demand exact compliance with this Agreement.  The existence of any claim or cause of action of a Member against Moolala shall not constitute a defense to a breach of this Agreement by such Member.  Any waiver by Moolala of any breach of this Agreement must be in writing and signed by an authorized officer of Moolala.  Waiver by Moolala of any breach of this Agreement by a Member shall not operate or be construed as a waiver of any subsequent breach.

 

  1. Independent Contractor Status

Members are independent contractors.  The agreement between Moolala and its Members does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Member. Members shall not be treated as an employee for his or her services or for Federal or State tax purposes.  All Members are responsible for paying local, state, and federal taxes due from all compensation earned as a Member of the Company.  The Member has no authority (expressed or implied), to bind the Company to any obligation.  

 

  1. Notices

All notices to you that Moolala is required or permitted to send under this Agreement will be considered received by you upon sending the notice via email to the email address you provided upon registering with the Site. You may update that email address at any time by accessing your account information page and changing your current email address.  All notices to Moolala that you are permitted or required to send under this Agreement shall be sent by

 

  1. Assignment

 

Member may not assign this Agreement by operation of law or otherwise, or assign any rights hereunder, without the prior written consent of Moolala.  Any attempt to transfer or assign this Agreement without the express written consent of Moolala shall be void.  Moolala may assign this Agreement by operation of law or to any entity that acquires substantially all of the assets of Moolala.

 

  1. No Warranty; Disclaimers.

 

THE GABJO OPPORTUNITY, YOUR ABILITY TO GROW A PAYMATRIX, AND ALL INFORMATION ARE PROVIDED “AS IS,” AND MOOLALA AND ITS SUPPLIERS AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY), INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MOOLALA OR ANOTHER MOOLALAL MEMBER, OR THROUGH OR FROM THE SITE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights, which vary from state to state.

 

  1. Limitation of Liability; Indemnification.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MOOLALA AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (A) ARE NOT LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF MOOLALA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER ARISING (INCLUDING NEGLIGENCE), AND (B) WILL IN NO EVENT BE LIABLE TO YOU FOR ANY CLAIMS ARISING FROM THIS AGREEMENT, YOUR MEMBERSHIP, OR YOUR PARTICIPATION IN THE GABJO OPPORTUNITY IN AN AMMOUNT GREATER THAN U.S. $50.00.  Some jurisdictions do not allow the foregoing limitations of liability, so they may not apply to you.

You further agree to agree to indemnify and hold harmless Moolala and its subsidiaries, affiliates, officers, employees, agents, partners, and licensors from and again any liability, damages, fines, penalties, or other awards arising from any unauthorized or illegal conduct that you undertake in connection with the performance of this Agreement, or other wise in connection with your Moolala Membership.

  1. Entire Agreement

 

This Agreement, including the Rewards Plan, the Terms of Use, and the Privacy Policy constitute the entire agreement between Moolala and the Member regarding the subject matter hereunder.  Any promises, representations, offers, or other communications not expressly set forth in this Agreement are of no force or effect.   The remedies under this Agreement are cumulative and will not exclude other remedies to which a Party is lawfully entitled.  

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