PYXISM, Inc.
STATEMENT OF POLICIES
and
PROCEDURES
Updated Feb 4, 2010
SECTION 1 - INTRODUCTION
1.1 - Policies and Compensation Plan Incorporated
into ASSOCIATE Agreement
These Policies and Procedures, in their present form and as
amended at the sole discretion of PYXISM, Inc. (hereafter “PYXISM” or the
“Company”), are incorporated into, and form an integral part of, the
PYXISM ASSOCIATE (“ASSOCIATE”) Agreement. Throughout these Policies, when the
term “Agreement” is used, it collectively refers to the
PYXISM ASSOCIATE Application and Agreement, these Policies and Procedures, the
PYXISM Marketing and Compensation Plan and the PYXISM Business Entity
Application (if applicable). These documents are incorporated by reference into
the PYXISM ASSOCIATE Agreement (all in their current form and as amended by
PYXISM).
1.2 - Changes to the Agreement
PYXISM reserves the right to amend the Agreement and its
prices in its sole and absolute discretion. By signing the ASSOCIATE Agreement,
an ASSOCIATE agrees to abide by all amendments or modifications that PYXISM
elects to make. Amendments shall be effective thirty (30) days after
publication of notice that the 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 or (4) special mailings. The continuation of
an ASSOCIATE’s PYXISM business or an ASSOCIATE’s acceptance of bonuses or
commissions constitutes acceptance of any and all amendments.
1.3 - Policies and Provisions Severable
If any provision of the Agreement, in its current form or
as may be amended, 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.
1.4 - Waiver
The Company never gives up its right to insist on
compliance with the Agreement and with the applicable laws governing the conduct
of a business. No failure of PYXISM to exercise any right or power under the
Agreement or to insist upon strict compliance by an ASSOCIATE with any
obligation or provision of the Agreement, and no custom or practice of the
parties at variance with the terms of the Agreement, shall constitute a waiver
of PYXISM’s right to demand exact compliance with the Agreement. The existence
of any claim or cause of action of an ASSOCIATE against PYXISM shall not
constitute a defense to PYXISM’s enforcement of any term or provision of the
Agreement.
SECTION 2 - BECOMING AN ASSOCIATE
2.1 - Requirements to Become an ASSOCIATE
To become a PYXISM ASSOCIATE, each applicant must:
·Be of the age of majority in his or her state of
residence;
·Reside in the United States or U.S. Territories or country
that PYXISM has officially announced is open for business;
·Have a valid Social Security or Federal Tax ID number (for
US persons);
·Personally purchase one (1) Product or sell eight (8)
PYXISM Products;
·Submit a properly completed ASSOCIATE Application and
Agreement to PYXISM either in online or hard copy format;
·Submit a properly completed IRS form W-9 for US persons.
2.2 - ASSOCIATE Benefits
Once an ASSOCIATE Application and Agreement has been
accepted by PYXISM the benefits of the Marketing and Compensation Plan and
the ASSOCIATE Agreement are available to the new ASSOCIATE. These benefits
include the right to:
·Sell PYXISM products and services;
·Participate in the PYXISM Marketing and Compensation Plan
(receive bonuses and commissions, if eligible);
·Sponsor other individuals as Customers or ASSOCIATEs into
the PYXISM business and thereby, build a marketing organization and progress
through the PYXISM Marketing and Compensation Plan;
·Receive periodic PYXISM literature and other PYXISM
communications;
·Participate in PYXISM-sponsored support, service,
training, motivational and recognition functions, upon payment of appropriate
charges, if applicable and
·Participate in promotional and incentive contests and
programs sponsored by PYXISM for its ASSOCIATEs.
2.3 - Term and Renewal of Your PYXISM Business
The term of the ASSOCIATE Agreement is one (1) year from
the date of its acceptance by PYXISM. ASSOCIATEs must renew
their ASSOCIATE Agreement each year by paying an annual website maintenance fee
of USD $25 on or before the anniversary date of their ASSOCIATE Agreement. If
the annual maintenance fee is not paid within thirty (30) days after the
expiration of the current term of the ASSOCIATE Agreement,
the ASSOCIATE Agreement will be canceled. The maintenance fee is charged in
arrears for the previous 12 months.
SECTION 3 - OPERATING A PYXISM BUSINESS
3.1 - Adherence to the PYXISM Marketing and Compensation
Plan
ASSOCIATEs must adhere to the terms of the PYXISM Marketing
and Compensation Plan as set forth in official PYXISM literature. ASSOCIATEs
shall not offer the PYXISM opportunity through, or in combination with, any
other system, program or method of marketing other than that specifically set
forth in official PYXISM literature. ASSOCIATEs shall not require or encourage
other current or prospective Customers or ASSOCIATEs to execute any agreement
other than official PYXISM agreements in order to become a
PYXISM ASSOCIATE. Similarly, ASSOCIATEs shall not require or encourage other
current or prospective Customers or ASSOCIATEs to make any purchase from, or
payment to, any individual or other entity to participate in the PYXISM
Marketing and Compensation Plan other than those identified in official PYXISM
literature.
3.2 - Advertising
3.2.1 - General
All ASSOCIATEs shall safeguard and promote the good
reputation of PYXISM and its products. The marketing and promotion of PYXISM,
the PYXISM opportunity, the Marketing and Compensation Plan and PYXISM products
must avoid all discourteous, deceptive, misleading, unethical or immoral conduct
or practices. Violation of this rule can result in termination of your Associate
status. To promote both the products and services, and the business PYXISM
offers, ASSOCIATEs may use Company provided materials or information.
ASSOCIATEs may also use their own literature, advertisements, sales tools and
promotional materials, or Internet Web pages, provided that it is not
inconsistent with Company provided materials or information. In the event that
PYXISM, in its sole discretion, finds any materials produced or promoted by an
ASSOCIATE to be inconsistent with Company provided materials or information,
factually untrue, discourteous, deceptive, misleading, unethical or immoral,
ASSOCIATE shall cease and desist using, promoting, or allowing use of any such
materials immediately upon request from PYXISM.
3.2.2 - ASSOCIATE Web sites
If an ASSOCIATE desires to utilize an Internet Web page to
promote his or her business, he or she may do so through the Company’s official
web site templates. ASSOCIATEs may also use their own Internet Web pages,
provided that they are not inconsistent with Company provided materials or
information. In the event that PYXISM, in its sole discretion, finds any
website produced or promoted by an ASSOCIATE to be inconsistent with Company
provided materials or information, factually untrue, discourteous, deceptive,
misleading, unethical or immoral, ASSOCIATE shall cease and desist using,
promoting, or allowing use of any such website immediately upon request from
PYXISM.
3.2.3 - Trademarks and Copyrights
PYXISM will not allow the use of its trade names,
trademarks, designs or symbols by any person, including PYXISM ASSOCIATEs,
without its prior, written permission. ASSOCIATEs may not produce for sale or
distribution any recorded Company events and speeches without written permission
from PYXISM, nor may ASSOCIATEs reproduce for sale or for personal use any
recording of Company-produced audio or video tape presentations. ASSOCIATEs may
not use or attempt to register any of PYXISM’s trade names, trademarks, service
names, service marks, product names, the Company’s name or any derivative
thereof, for any Internet domain name without written approval from PYXISM.
3.2.4 - Media and Media Inquiries
ASSOCIATEs may not respond to media inquiries regarding
PYXISM, its products or services or their independent PYXISM business. All
inquiries by any type must be immediately referred to PYXISM’s Marketing
Department.
3.2.5 - Unsolicited Email
ASSOCIATEs shall not use mass email (spam) as a means of
promoting their businesses. ASSOCIATEs may send email to prospective customers
and ASSOCIATEs only if they have a personal or business relationship with such
individual or if they have received permission from the recipient to send them
an email relating to the PYXISM products or program. ASSOCIATES must comply
with all laws applicable to regulating unsolicited commercial email.
3.2.6 - Unsolicited Faxes
Except as provided in this
section, ASSOCIATEs may not transmit unsolicited faxes or use an automatic
telephone dialing system in violation of any law to promote their PYXISM
businesses. The term “automatic telephone dialing system” means equipment which
has the capacity to: (a) store or produce telephone numbers to be called, using
a random or sequential number generator and (b) to dial such numbers. The term
“unsolicited faxes” means the transmission via telephone facsimile of any
material or information advertising or promoting PYXISM, its products, its
compensation plan or any other aspect of the Company which is transmitted to any
person, except that these terms do not include a fax or e-mail: (a) to any
person with that person’s prior express invitation or permission or (b) to any
person with whom the ASSOCIATE 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 an ASSOCIATE and a person, on the basis of: (a) an inquiry, application,
purchase or transaction by the person regarding products offered by
such ASSOCIATE or (b) a personal or familial relationship that has not been
previously terminated by either party.
3.2.7 - Telephone Book Listings
ASSOCIATEs may list themselves as an "Independent PYXISM DistributorAssociate"
in the white or yellow pages of the telephone directory under their own name as
follows:
ASSOCIATE’s Name
Independent PYXISM Distributor
No ASSOCIATE may place telephone directory display ads
using PYXISM’s name or logo. ASSOCIATEs may not answer the telephone by saying
“PYXISM”, “PYXISM Incorporated” or in any other manner that would lead the
caller to believe that he or she has reached the corporate offices of PYXISM.
3.3 - Business Entities
A corporation, limited liability company, partnership or
trust (collectively referred to in this section as a “Business Entity”) may
apply to be a PYXISM ASSOCIATE by submitting an ASSOCIATE Application and
Agreement along with a properly completed Business Entity Registration Agreement
and a properly completed IRS form W-9. The Business Entity, as well as all of
the shareholders, members, partners, trustees or other parties with any
ownership interest in, or management responsibilities for, the Business Entity
(collectively “Affiliated Party”) are individually, jointly and severally liable
for any indebtedness to PYXISM, compliance with the PYXISM Policies and
Procedures, the PYXISM ASSOCIATE Agreement and other obligations to PYXISM.
If any Affiliated Party wants to terminate
his or her relationship with the Business Entity or PYXISM, the Affiliated Party
must terminate his or her affiliation with the Business Entity, notify PYXISM in
writing that he or she has terminated his or her affiliation with the Business
Entity, and must comply with the provisions of Section 3.17. In addition, the
Affiliated Party foregoing their interest in the Business Entity may not
participate in any other PYXISM business for six (6) consecutive months in
accordance with Section 3.4. If the Business Entity wishes to bring on any new
Affiliated Party, it must adhere to the requirements of Section 3.17.
The modifications permitted within the scope
of this paragraph do not include a change of sponsorship. Changes of
sponsorship are addressed in Section 3.4, below. There is a $25.00 fee for each
change requested, which must be included with the written request and the
completed ASSOCIATE Application and Agreement.
3.4 - Change of Sponsor
An ASSOCIATE may legitimately change organizations by
voluntarily canceling his or her PYXISM business and remaining inactive (i.e.,
no purchases of products for resale, no sales of products, no sponsoring, no
attendance at any PYXISM functions, or operation of any other PYXISM business)
for six (6) full calendar months. Following the six calendar-month period of
inactivity, the former ASSOCIATE may reapply under a new sponsor, however, the
former ASSOCIATE’s downline will remain in their original line of sponsorship.
In cases wherein the appropriate sponsorship change
procedures have not been followed, and a downline organization has been
developed in the second business developed by an ASSOCIATE, PYXISM reserves the
sole and exclusive right to determine the final disposition of the downline
organization. Due to the difficulty in resolving conflicts over the proper
placement of a downline that has developed under an organization that has
improperly switched sponsors, ASSOCIATES WAIVE ANY AND ALL CLAIMS
AGAINST PYXISM, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES AND AGENTS THAT
RELATE TO OR ARISE FROM PYXISM’S DECISION REGARDING THE DISPOSITION OF ANY
DOWNLINE ORGANIZATION THAT DEVELOPS BELOW AN ORGANIZATION THAT HAS IMPROPERLY
CHANGED LINES OF SPONSORSHIP.
3.4.1 - Product Claims
No claims (that include personal testimonials) as to
therapeutic, curative or beneficial properties of any products offered by PYXISM
may be made except those contained in official PYXISM
literature. No ASSOCIATE may make any claim that PYXISM products are useful in
the cure, treatment, diagnosis, mitigation or prevention of any diseases.
3.4.2 - Income Claims
Because PYXISM ASSOCIATEs do not have the data necessary to
make income claims, an ASSOCIATE, when presenting or discussing the PYXISM
opportunity or Marketing and Compensation Plan, may not make income claims,
projections or disclose his or her PYXISM income (including the showing of
checks, copies of checks, bank statements or tax records).
3.5 - Commercial Outlets
ASSOCIATEs may sell PYXISM products from a commercial
outlet where allowed by local laws.
3.6 - Conflicts of Interest
3.6.1 - Nonsolicitation
PYXISM ASSOCIATEs are free to participate in other
multilevel or network marketing business ventures or marketing opportunities
(collectively “network marketing”). However, during the term of this
Agreement, ASSOCIATEs may not directly or indirectly recruit other
PYXISM ASSOCIATEs or Customers for any other network marketing business, unless
ASSOCIATE personally sponsored customers or ASSOCIATEs.
Following the cancellation of an ASSOCIATE’s
independent ASSOCIATE Agreement, and for a period of six (6) calendar months
thereafter, with the exception of an ASSOCIATE who is personally sponsored by
the former ASSOCIATE, a former ASSOCIATE may not recruit any PYXISM ASSOCIATE or
Customer for another network marketing business. ASSOCIATEs recognize that
network marketing is conducted through networks of independent contractors
dispersed across the entire United States and internationally, and business is
commonly conducted via the Internet and telephone, any effort to narrowly limit
the geographic scope of this non-solicitation provision would render it wholly
ineffective. Therefore, ASSOCIATEs agree that this non-solicitation provision
shall apply to all markets in which PYXISM conducts business.
The term “recruit” means the actual or attempted
sponsorship, solicitation, enrollment, encouragement or effort to influence in
any other way, either directly, indirectly or through a third party, another
PYXISM ASSOCIATE or Customer to enroll or participate in another multilevel
marketing, network marketing or direct sales opportunity.
3.6.2 - Sale of Competing Goods or Services
ASSOCIATEs must not sell, or attempt to sell,
any competing non-PYXISM programs, products or services to PYXISM Customers
or ASSOCIATEs. Any program, product or service in the same generic categories
as PYXISM products or services is deemed to be competing, regardless of
differences in cost, quality or other distinguishing factors.
NO ONE SHALL CREATE OR CHARACTERIZE ANY MARKETING PROGRAM
AS A FEEDER PROGRAM CREATING ENTRY INTO PYXISM WITHOUT WRITTEN CONSENT AND
APPROVAL FROM PYXISM, Inc.
PYXISM Associates not be a party to any agreement with
another party that requires them to pay a third party to become or remain a
PYXISM Associate, or that requires them to share their compensation as a PYXISM
associate with third parties, except as required by law.
3.6.3 - Downline Activity (Genealogy) Reports
Downline Activity Reports are available
for ASSOCIATE access and viewing in the back office of their Web
site. ASSOCIATE access to their back office is password protected. All
Downline Activity Reports and the information contained therein are confidential
and constitute proprietary information and business trade secrets belonging to
PYXISM. Downline Activity Reports are provided to ASSOCIATEs in strictest
confidence and are made available to ASSOCIATEs for the sole purpose of
assisting ASSOCIATEs in working with their respective Downline Organizations in
the development of their PYXISM business. ASSOCIATEs should use their Downline
Activity Reports to assist, motivate and train their downline ASSOCIATEs.
The ASSOCIATE and PYXISM agree that, except for this agreement of
confidentiality and nondisclosure, PYXISM would not provide Downline Activity
Reports to the ASSOCIATE. An ASSOCIATE shall not, on his or her own behalf, or
on behalf of any other person, partnership, association, corporation or other
entity:
·Directly or indirectly disclose any information contained
in any Downline Activity Report to any third party;
·Directly or indirectly disclose the password to his or her
back office;
·Use the Reports for any purpose other than promoting their
PYXISM business;
·Recruit or solicit any ASSOCIATE or Customer of PYXISM
listed on any report, or in any manner attempt to influence or induce
any ASSOCIATE or Customer of PYXISM to alter their business relationship with
PYXISM; or
·Use or disclose to any person or entity any information
contained in any Report.
3.7 - Errors or Questions
If an ASSOCIATE has questions about or believes any errors
have been made regarding commissions, bonuses, Downline Activity Reports or
charges, the ASSOCIATE must notify PYXISM in writing within 60 days of the date
of the purported error or incident in question. PYXISM will not be responsible
for any errors, omissions or problems not reported to the Company within 60
days.
3.8 - Governmental Approval or Endorsement
Neither federal nor state regulatory agencies
approve any direct selling or network marketing programs. Therefore, ASSOCIATEs
shall not represent that PYXISM or its Marketing and Compensation Plan have been
"approved" or sanctioned by any government agency.
3.9 - Holding Applications or Orders
ASSOCIATEs may not manipulate enrollments
of ASSOCIATEs or product purchases. All ASSOCIATE Applications and Agreements
and product orders must be sent to PYXISM within 72 hours from the time they are
signed by an ASSOCIATE or placed by a customer, respectively.
3.10 - Independent Contractor Status
ASSOCIATEs are independent contractors and are not
purchasers of a franchise or a business opportunity. The agreement between
PYXISM and its ASSOCIATEs does not create an employer/employee relationship,
agency, partnership or joint venture between the Company and the ASSOCIATE.
An ASSOCIATE shall not be treated as an employee for his or her services or for
Federal or State tax purposes. All ASSOCIATEs are responsible for paying local,
state and federal taxes due from all compensation earned as an ASSOCIATE of the
Company. The ASSOCIATE has no authority (expressed or implied), to bind the
Company to any obligation. Each ASSOCIATE shall establish his or her own goals,
hours and methods of sale, so long as he or she complies with the terms of
the ASSOCIATE Agreement, these Policies and Procedures and applicable laws.
3.11 - International Marketing
ASSOCIATEs are authorized to sell PYXISM
products and enroll Customers or ASSOCIATEs in the countries in which PYXISM is
authorized to conduct business, as announced in official Company
literature. No ASSOCIATE may, in any unauthorized country: (a) conduct sales,
enrollment or training meetings; (b) enroll or attempt to enroll potential
customers or ASSOCIATEs; or (c) conduct any other activity for the purpose of
selling PYXISM products, establishing a marketing organization or promoting the
PYXISM opportunity.
3.12 - Excess Product Purchases and Bonus Buying
ASSOCIATEs must never purchase more products
than they can reasonably use or sell to retail customers in a month and must not
influence or attempt to influence any other ASSOCIATE to buy more products than
they can reasonably use or sell to retail customers in a month.
Bonus buying is strictly prohibited. Bonus buying includes
any mechanism or artifice to qualify for rank advancement, incentives, prizes,
commissions or bonuses that is not driven by bona fide product purchases by end
user consumers.
3.13 - Adherence to Laws and Ordinances
ASSOCIATEs shall comply with all federal,
state and local laws and regulations in the conduct of their businesses. Many
cities and counties have laws regulating certain home-based
businesses. ASSOCIATEs must obey those laws that do apply to them. If a city
or county official tells an ASSOCIATE that an ordinance applies to him or her,
the ASSOCIATE shall cooperate fully and immediately send a copy of the ordinance
to the Compliance Department of PYXISM.
3.14 - One PYXISM Business Per Person
An ASSOCIATE may operate or have an ownership
interest in only one PYXISM business, although an ASSOCIATE may have up to 3
Positions (or more if authorized in writing by PYXISM), all managed from the
same website back office.
3.15 - Actions of Household Members
If any member of an ASSOCIATE’s immediate
household engages in any activity that, if performed by the ASSOCIATE, would
violate any provision of the Agreement, such activity will be deemed a violation
by the ASSOCIATE and PYXISM may take disciplinary action pursuant to the
Statement of Policies against the ASSOCIATE.
3.16 - Roll-up of Marketing Organization
When a vacancy occurs in a Marketing
Organization due to the termination of a PYXISM business, each ASSOCIATE in the
first level immediately below the terminated ASSOCIATE on the date of the
cancellation will be moved to the first level (“front line”) of the
terminated ASSOCIATE’s sponsor.
3.17 - Sale, Transfer or Assignment of PYXISM Business
A PYXISM business is freely transferable
subject to certain limitations. If an ASSOCIATE wishes to sell his or her
PYXISM business, or interest in a Business Entity that owns or operates a PYXISM
business, the following criteria must be met:
·The selling Distributor must offer PYXISM the right of
first refusal to purchase the business on the same terms as agreed upon with a
third-party buyer. PYXISM shall have fifteen (15) days from the date of receipt
of the written offer from the seller to exercise its right of first refusal.
·The buyer or transferee must become a qualified
PYXISM ASSOCIATE;
·Any debt obligations the selling party has with PYXISM
must be satisfied.
·The selling party must be in good standing and not in
violation of any of the terms of the Agreement.
The selling party must notify PYXISM’s Compliance
Department in writing of his or her intent to sell, and PYXISM issue an approval
before proceeding with the sale.
3.18 - Separation of a PYXISM Business
PYXISM ASSOCIATEs sometimes operate their PYXISM 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 businesses up or down the line of sponsorship.
During the divorce or entity dissolution process, the
parties must adopt one of the following methods of operation:
·One of the parties may operate the PYXISM business
pursuant to an assignment in writing whereby the relinquishing party authorizes
PYXISM to deal directly and solely with the other non-relinquishing party.
·The parties may continue to operate the PYXISM business
jointly on a “business-as-usual” basis, whereupon all compensation paid by
PYXISM will be paid according to the status quo.
Under no circumstances will the Downline Organization of
divorcing spouses or a dissolving business entity be divided or will PYXISM
split commission and bonus payments.
3.19 - Succession
Upon the death or incapacitation of an ASSOCIATE, 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. The
successor(s) must execute an ASSOCIATE Agreement and meet all of the
qualifications for the deceased ASSOCIATE’s status.
3.20 - Telemarketing Techniques
Federal agencies (as well as a number of states) have “do
not call” regulations as part of their telemarketing laws. These government
regulations broadly define the term “telemarketer” and “telemarketing” so that
an ASSOCIATE’s inadvertent action of calling someone whose telephone number is
listed on the federal “do not call” registry could cause him or her to violate
the law. These regulations must not be taken lightly, as they carry significant
penalties (up to $11,000.00 per violation). ASSOCIATEs must comply with all
federal and state telemarketing laws.
SECTION 4 - RESPONSIBILITIES OF ASSOCIATES
4.1 - Change of Address, Telephone and E-Mail Addresses
ASSOCIATEs must ensure that PYXISM’s files are
current. ASSOCIATEs must amend their contact information through
their ASSOCIATE Back Office as necessary. ASSOCIATEs and customers will be
charged shipping fees for orders that are shipped to an incorrect or outdated
address provided to PYXISM.
4.2 - Continuing Development Obligations
4.2.1 - Ongoing Training
Any ASSOCIATE who sponsors
another ASSOCIATE into PYXISM must perform a bona fide assistance and training
function to ensure that his or her downline is properly operating his or her
PYXISM business. ASSOCIATEs must have ongoing contact and communication with
the ASSOCIATEs in their Downline Organizations. Examples of such contact and
communication may include, but are not limited to: written correspondence,
personal meetings, telephone contact, electronic mail and participation in
PYXISM meetings. Upline ASSOCIATEs are also responsible to motivate and train
new ASSOCIATEs in PYXISM product knowledge, effective sales techniques, and the
PYXISM Marketing and Compensation Plan.
4.2.2 - Ongoing Sales Responsibilities
ASSOCIATEs have an ongoing obligation to continue to
personally promote sales through the generation of new customers and through
servicing their existing customers.
4.3 - Nondisparagement
PYXISM wants to provide its independent ASSOCIATEs with the
best products, compensation plan and service in the industry. Accordingly, we
value your constructive criticisms and comments. All such comments should be
submitted in writing to the ASSOCIATE Services Department. However, ASSOCIATEs
must not disparage, demean or make negative remarks about PYXISM, other
PYXISM ASSOCIATEs, PYXISM’s products, the Marketing and Compensation plan or
PYXISM’s directors, officers or employees.
SECTION 5 - SALES REQUIREMENTS
5.1 - Product Sales
The PYXISM Marketing and Compensation Plan is based on the
sale of PYXISM products and services to end consumers. ASSOCIATEs must fulfill
personal and Downline Organization retail sales requirements (as well as meet
other responsibilities set forth in the Agreement) to be eligible for bonuses,
commissions and advancement to higher levels of achievement.
5.2 - No Territory Restrictions
There are no exclusive territories granted to anyone. No
franchise fees are required.
5.3 - Sales Receipts
ASSOCIATEs must provide their retail customers with two (2)
copies of an official PYXISM sales receipt at the time of the sale. These
receipts set forth the Customer Satisfaction Guarantee as well as any consumer
protection rights afforded by federal or state law. ASSOCIATEs must maintain
all retail sales receipts for a period of two (2) years and furnish them to
PYXISM at the Company’s request.
SECTION 6 - BONUSES AND COMMISSIONS
6.1 - Bonus and Commission Qualifications
An ASSOCIATE must be active and in compliance
with the Agreement to qualify for bonuses and commissions. So long as
an ASSOCIATE complies with the terms of the Agreement, Company shall pay
commissions to such ASSOCIATE in accordance with the Marketing and Compensation
plan.
6.2 - Adjustments to Bonuses and Commissions
ASSOCIATEs receive bonuses and commissions
based on the actual sales of products and services to end consumers. When a
product is returned to PYXISM for a refund or is repurchased by the Company, the
bonuses and commissions attributable to the returned or repurchased product(s)
will be deducted in the month in which the refund is given, and continuing every
pay period thereafter until the commission is recovered, from the upline ASSOCIATEs
who received bonuses and commissions on the sales of the refunded products.
6.3 - Reports
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; or credit card and electronic
check charge-backs; the information is not guaranteed by PYXISM or any persons
creating or transmitting the information.
ALL PERSONAL AND GROUP 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, PYXISM AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE
INFORMATION WILL IN NO EVENT BE LIABLE TO ANY ID 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 COMMISSIONS, LOSS OF
OPPORTUNITY AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS,
INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE INFORMATION), EVEN IF PYXISM 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,
PYXISM 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.
SECTION 7 - PRODUCT GUARANTEES, RETURNS AND INVENTORY
REPURCHASE
7.1 - Product Guarantee
Within 3 days, cash refund is available. After
that Customers are entitled to a certificate of greater or equal value if they
are not happy with one they have chosen. Once certificates have been redeemed
for travel, they are no longer refundable.
7.2 - Refunds for ASSOCIATEs Upon Cancellation
Anyone who signs up as an Associate and cancels within 3 days is entitled to a
full refund of all products they personally purchased and the web fee
($25). PYXISM does not offer "Starter Kits" nor do Associates purchase or
hold product inventory for resale. Therefore, upon cancellation of
an ASSOCIATE’s Agreement, any requirements according to state laws to refund any
portion of Starter Kits or Inventory are not applicable.
7.2.1 - Montana Residents
A Montana resident may cancel his or her ASSOCIATE Agreement within fifteen (15)
days from the date of enrollment. PYXISM does not offer "Starter Kits" nor do
Associates purchase or hold product inventory for resale. Therefore, upon
cancellation of an ASSOCIATE’s Agreement, any requirements according to state
laws to refund any portion of Starter Kits or Inventory are not applicable.
SECTION 8 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
8.1 - Disciplinary Sanctions
Violation of the Agreement, these Policies
and Procedures, or any common law duty, any illegal, fraudulent, deceptive or
unethical business conduct, or any act or omission by an ASSOCIATE that, in the
sole discretion of the Company may damage it’s reputation or goodwill (such
damaging act or omission need not be related to the ASSOCIATE’s PYXISM
business), may result, at PYXISM’s discretion, in one or more of the following
corrective measures:
·Issuance of a written warning or
admonition;
·Requiring the ASSOCIATE to take immediate corrective
measures;
·Imposition of a fine, which may be withheld from bonus and
commission payments;
·Loss of rights to one or more bonus and commission
payment;
·Withholding all or part of the ASSOCIATE’s bonuses and
commissions during the period that PYXISM is investigating any conduct allegedly
violating the Agreement. If an ASSOCIATE’s business is canceled for
disciplinary reasons, the ASSOCIATE will not be entitled to recover any
commissions withheld during the investigation period;
·Suspension of the individual’s ASSOCIATE Agreement for one
or more pay periods;
·Involuntary termination of the
offender’s ASSOCIATE Agreement;
·Suspension and/or termination of the offending ASSOCIATE’s
PYXISM Web site or Web site access;
·Any other measure expressly allowed within any provision
of the Agreement;
·In situations deemed appropriate by PYXISM, the Company
may institute legal proceedings for monetary and/or equitable relief.
8.2 - Mediation
Prior to instituting arbitration, the parties shall meet in
good faith and attempt to resolve any dispute arising from or relating to the
Agreement through non-binding mediation. One individual who is mutually
acceptable to the parties shall be appointed as mediator. 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 ten (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 Orange County, California, and shall last no more than two (2)
business days.
8.3 - Arbitration
If mediation is unsuccessful, any controversy
or claim arising out of or relating to the Agreement, or the breach thereof,
shall be settled by arbitration administered by the American Arbitration
Association under its Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. ASSOCIATEs waive all rights to trial by jury or to any court. All
arbitration proceedings shall be held in Orange County, California. All parties
shall be entitled to all discovery rights pursuant to the Federal Rules of Civil
Procedure, and the Federal Rules of Evidence shall apply. There shall be one
arbitrator, an attorney at law, who shall have expertise in business law
transactions with a strong preference being an attorney knowledgeable in the
direct selling industry, selected from the panel that the American Arbitration
Panel provides. Each party to the arbitration shall be responsible for its own
costs and expenses of arbitration, including legal and filing fees. 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 arbitration shall survive any termination or
expiration of the Agreement.
Notwithstanding the foregoing, nothing in
these Policies and Procedures shall prevent PYXISM 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 PYXISM’s 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.
8.4 - Governing Law, Jurisdiction and Venue
Jurisdiction and venue of any matter not
subject to arbitration shall reside exclusively in Orange Country, State of
California or in the United States District Court for the Central District of
California. The Federal Arbitration Act shall govern all matters relating to
arbitration. The law of the State of California shall govern all other matters
relating to or arising from the Agreement. Notwithstanding the foregoing, and
the arbitration provision in Section 8.3, residents of the State of Louisiana
shall be entitled to bring an action against PYXISM in their home forum and
pursuant to Louisiana law.
SECTION 9 - PAYMENT AND SHIPPING
9.1 - Returned Checks
All checks returned by an ASSOCIATE’s bank
for insufficient funds will be re-submitted for payment. A $25.00 returned
check fee will be charged to the account of the ASSOCIATE. After receiving a
returned check from a customer or an ASSOCIATE, all future orders must be paid
by Credit Card, money order or cashier’s check. Any outstanding balance owed to
PYXISM by an ASSOCIATE for NSF checks and returned check fees will be withheld
from subsequent bonus and commission payments.
9.2 - Sales Taxes
PYXISM is required to charge sales taxes on
all taxable purchases made by ASSOCIATEs and Customers, and remit the taxes
charged to the respective states. Accordingly, where aaplicable, PYXISM will
collect and remit sales taxes on behalf of ASSOCIATEs, based on the suggested
retail price of the products according to applicable tax rates in the state or
province to which the shipment is destined. If an ASSOCIATE has submitted, and
PYXISM has accepted, a current Sales Tax Exemption Certificate and Sales Tax
Registration License, sales taxes will not be added to the invoice and the
responsibility of collecting and remitting sales taxes to the appropriate
authorities shall be on the ASSOCIATE. Exemption from the payment of sales tax
is applicable only to orders that are shipped to a state for which the proper
tax exemption papers have been filed and accepted. Any sales tax exemption
accepted by PYXISM is not retroactive.
SECTION 10 - INACTIVITY, RECLASSIFICATION AND CANCELLATION
10.1 - Effect of Cancellation
So long as an ASSOCIATE remains active and
complies with the terms of the ASSOCIATE Agreement and these Policies and
Procedures, Company shall pay commissions to such ASSOCIATE in accordance with
the Marketing and Compensation Plan. An ASSOCIATE’s bonuses and commissions
constitute the entire consideration for the ASSOCIATE’s efforts in generating
sales and all activities related to generating sales (including building a
downline organization). Following an ASSOCIATE’s non-renewal of his or
her ASSOCIATE Agreement, cancellation for inactivity or voluntary or involuntary
cancellation of his or her ASSOCIATE Agreement (all of these methods are
collectively referred to as “cancellation”), the former ASSOCIATE shall have no
right, title, claim or interest to the marketing organization which he or she
operated, or any commission or bonus from the sales generated by the
organization. An ASSOCIATE whose business is cancelled will lose all rights as
an ASSOCIATE. This includes the right to sell PYXISM products and services and
the right to receive future commissions, bonuses or other income resulting from
the sales and other activities of the ASSOCIATE’s former downline sales
organization. In the event of cancellation, ASSOCIATEs agree to waive all
rights they may have, including but not limited to property rights, to their
former downline organization and to any bonuses, commissions or other
remuneration derived from the sales and other activities of their former
downline organization.
Following an ASSOCIATE’s cancellation of his
or her ASSOCIATE Agreement, the former ASSOCIATE shall not hold himself or
herself out as a PYXISM ASSOCIATE and shall not have the right to sell PYXISM
products or services. An ASSOCIATE whose ASSOCIATE Agreement is canceled shall
receive commissions and bonuses only for the last full pay period he or she was
active prior to cancellation (less any amounts withheld during an investigation
preceding an involuntary cancellation).
10.2 - Involuntary Cancellation
An ASSOCIATE’s violation of any of the terms
of the Agreement, including any amendments that may be made by PYXISM in its
sole discretion, may result in any of the sanctions listed in Section 8.1,
including the involuntary cancellation of his or
her ASSOCIATE Agreement. Cancellation shall be effective on the date on which
written notice is mailed, emailed, faxed or delivered by an express courier, to
the ASSOCIATE’s last known address, email address or fax number, or to his or
her attorney or when the ASSOCIATE receives actual notice of cancellation,
whichever occurs first.
PYXISM reserves the right to terminate
all ASSOCIATE Agreements upon thirty (30) days written notice in the event that
it elects to: (1) cease business operations; (2) dissolve as a corporate entity
or (3) terminate distribution of its products via direct selling.
10.3 - Voluntary Cancellation
A participant in this network marketing plan
has a right to cancel at any time, regardless of reason. Cancellation must be
submitted in writing to the Company at its principal business address. The
written notice must include the ASSOCIATE’s signature, printed name, address
and ASSOCIATE ID Number. If an ASSOCIATE is also a Preferred Customer,
the ASSOCIATE’s Preferred Customer Agreement shall continue in force unless
the ASSOCIATE also specifically requests that his or her Preferred Customer
Agreement also be canceled.
10.4 - Non-renewal
An ASSOCIATE may also voluntarily cancel his or
her ASSOCIATE Agreement by failing to renew the Agreement on its anniversary
date. The Company may also elect not to renew an ASSOCIATE’s Agreement upon
its anniversary date.