Copyright (c) 2018 GoDine Dining Club


GoDine® Corporation

Affiliate Policies and Procedures

Effective April 2, 2018

Contents
SECTION 1 - MISSION STATEMENT 1
SECTION 2 - INTRODUCTION 1
2.1 - Purpose of the Affiliate Agreement and the Policies and Procedures 1
2.2 - Policies and Compensation Plan Incorporated into Affiliate Agreement 2
2.3 - Changes to the Agreement 2
2.4 - Policies and Provisions Severable 2
2.5 - Waiver 3
2.6 - Company Use of Information 3
SECTION 3 - BECOMING AN AFFILIATE 3
3.1 - Requirements to Become an Affiliate 3
3.2 - Starter Kit/Enrollment Fee and Product Purchases 4
3.3 - Affiliate Benefits 4
3.4 - Term and Renewal of Your GoDine® Affiliate Opportunity 4
SECTION 4 - OPERATING A GODINE® NETWORK BUSINESS 5
4.1 - Adherence to the GoDine® Compensation Plan 5
4.2 - Advertising 5
4.2.1 - General 5
4.2.2 - Trademarks and Copyrights 6
4.2.3 - Media and Media Inquiries 7
4.2.4 - Unsolicited Email 7
4.2.4.1 - Requirements for All Commercial Email Messages 8
4.2.4.2 - Additional Requirements for Email Messages Sent to Wireless Devices 10
4.2.4.3 - Commercial Email Messages Sent on Behalf of Affiliates 10
4.2.5 - Unsolicited Faxes 11
4.2.6 - Telephone Directory Listings 11
4.2.7 - Television and Radio Advertising 11
4.2.8 - Advertised Prices 12
4.3 - Online Conduct 12
4.3.1 - Affiliate Web Sites 12
4.3.2 - GoDine® Replicated Websites 12
4.3.3 - Domain Names, email Addresses and Online Aliases 13
4.3.4 - Monetizing Websites 13
4.3.5 - Online Classifieds 13
4.3.6 - eBay / Online Auctions 14
4.3.7 - Online Retailing 14
4.3.8 - Banner Advertising 14
4.3.9 - Spam Linking 14
4.3.10 - Digital Media Submission (YouTube, iTunes, PhotoBucket etc.) 14
4.3.11 - Sponsored Links / Pay-Per-Click (PPC) Ads 15
4.3.12 - Domain Names and Email Addresses 15
4.3.13 - Social Media 15
4.4 - Business Entities 16
4.4.1 - Removal of an Affiliated Party 16
4.4.2 - Changes to a Business Entity 17
4.5 - Change of Sponsor 17
4.5.1 - Termination and Re-application 17
4.5.2 - Waiver of Claims 18
4.6 - Unauthorized Claims and Actions 18
4.6.1 - Indemnification 18
4.6.2 - Compensation Plan Claims 18
4.6.3 - Income Claims 19
4.6.4 - Income Disclosure Statement 19
4.7 - Commercial Outlets 21
4.8 - Military Installations 21
4.9 - Trade Shows, Expositions and Other Sales Forums 23
4.10 - Conflicts of Interest 23
4.10.1 - Crossline Recruiting 23
4.10.2 - Nonsolicitation 24
4.10.3 - Affiliate Participation in Other Network Marketing Programs 24
4.10.4 - Confidential Information 25
4.11 - Targeting Other Direct Sellers 26
4.12 - Errors or Questions 27
4.13 - Governmental Approval or Endorsement 27
4.14 - Income Taxes 27
4.15 - Independent Contractor Status 27
4.16 - Insurance 28
4.17 - International Marketing 28
4.18 - Excess Inventory and Bonus Buying 28
4.19 - Adherence to Laws, Regulations and the Agreement 28
4.20 - One GoDine® Business Per Affiliate and Per Household 29
4.21 - Actions of Household Members or Affiliated Parties 29
4.22 - Requests for Records 29
4.23 - Roll-up of Marketing Organization 30
4.24 - Sale, Transfer or Assignment of GoDine® Business 30
4.25 - Separation of a GoDine® Business 31
4.26 - Sponsoring Online 32
4.27 - Succession 32
4.27.1 - Transfer Upon Death of an Affiliate 33
4.27.2 - Transfer Upon Incapacitation of an Affiliate 33
4.28 - Telemarketing Techniques 33
4.29 - Back Office Access 34
4.30 - Unauthorized Communication 34
4.31 - New Markets 35
SECTION 5 - RESPONSIBILITIES OF AFFILIATES 35
5.1 - Change of Address, Telephone, and E-Mail Addresses 35
5.2 - Continuing Development Obligations 35
5.2.1 - Ongoing Training 35
5.2.2 - Increased Training Responsibilities 36
5.2.3 - Ongoing Sales Responsibilities 36
5.3 - Nondisparagement 36
5.4 - Providing Documentation to Applicants 37
SECTION 6 - SALES REQUIREMENTS 37
6.1 - Product Sales 37
6.2 - No Territory Restrictions 37
6.3 - Sales Receipts 37
SECTION 7 - BONUSES AND COMMISSIONS 37
7.1 - Bonus and Commission Qualifications and Accrual 37
7.2 - Adjustment to Bonuses and Commissions 38
7.2.1 - Adjustments for Cancelled Memberships 38
7.2.2 - Hard Copy Commission Checks 38
7.3 - Reports 38
SECTION 8 - MEMBERSHIP GUARANTEES, REFUNDS AND INVENTORY REPURCHASE 40
8.1 - Product Guarantee and Cancellation 40
8.2 - Rescission 40
8.2.1 - Members 40
8.2.2 - Informing Members 40
8.3 - Return of Inventory and Sales Aids by Affiliates Upon Termination 41
8.3.1 Montana Residents 41
8.4 - Procedures for All Returns 42
SECTION 9 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS 42
9.1 - Disciplinary Sanctions 43
9.2 - Grievances and Complaints 43
9.3 - Mediation 44
9.4 - Arbitration 44
9.5 - Governing Law, Jurisdiction, and Venue 46
9.5.1 - Louisiana Residents 46
SECTION 10 - PAYMENTS 46
10.1 - Restrictions on Third Party Use of Credit Cards and Bank Account Access 46
10.2 - Sales Taxes 46
SECTION 11 - INACTIVITY AND TERMINATION 47
11.1 - Effect of Termination 47
11.2 - Involuntary Termination 47
11.3 - Voluntary Termination 48
11.4 - Non-renewal 48
SECTION 12 - DEFINITIONS 48


SECTION 1 - MISSION STATEMENT

GoDine’s Mission is to change a decades old challenge of restaurant owners by finally giving them a way to fill otherwise empty seats on slow days and times with happy, returning diners, paying off overhead costs sooner and significantly increasing their revenues and profits. While, at the same time, giving our GoDine® dining club members the opportunity to save a significant amount of money when dining out and, as a result, have the ability to frequent their favorite restaurants more often and explore other great restaurants with friends and family. Additionally, through our Affiliate program, give people the opportunity to supplement their income and be their own boss promoting the GoDine® membership opportunity. And finally, change the lives of the less fortunate in every community across America by donating $1 of every active dining club member’s monthly fees to support local hunger related charities.

GoDine’s Vision is to have tens of thousands of GoDine® Premier and Partner restaurants nationwide and eventually worldwide where our members can enjoy life dining out with friends and family much more often because of the GoDine® membership and benefit. To see every GoDine® partner restaurant thrive like never before, where empty seats are a rarity and not the norm. Giving the restaurant staff new enthusiasm and increased income opportunities and the restaurant owners’ new options to upgrade, expand, add staff to free up more personal time, and even possibly have a new exit strategy. And, to provide restaurant owners with a new partner that will make it possible to eliminate many forms of conventional advertising and take advantage of group purchasing opportunities for equipment and supplies, free consulting services and more.

SECTION 2 - INTRODUCTION

2.1 - Purpose of the Affiliate Agreement and the Policies and Procedures
The purposes of the Affiliate Agreement and the Policies and Procedures include the following:

⦁ To assist Affiliates in building and protecting their businesses;
⦁ To protect GoDine® and its Affiliates from legal and regulatory risks;
⦁ To establish standards of acceptable behavior;
⦁ To set forth the rights, privileges, and obligations of GoDine® and its Affiliates; and
⦁ To define the relationship between GoDine® and its Affiliates.

2.2 - Policies and Compensation Plan Incorporated into Affiliate Agreement
These Policies and Procedures and the Compensation Plan, in their present form and as amended by GoDine® Corporation (hereafter “GoDine®” or the “Company”), are incorporated into, and form an integral part of, the GoDine® Independent Affiliate Application and Agreement (“Affiliate Agreement”). It is the responsibility of each Affiliate to read, understand, adhere to, and insure that he or she is aware of and operating under the most current version of these Policies and Procedures. Throughout these Policies, when the term “Agreement” is used, it collectively refers to the GoDine® Affiliate Application and Agreement (including the Terms and Conditions), these Policies and Procedures, the GoDine® Compensation Plan, and the GoDine® Business Entity Addendum (if applicable). These documents are incorporated by reference into the GoDine® Affiliate Agreement (all in their current form and as amended by GoDine®).

2.3 - Changes to the Agreement
GoDine® reserves the right to amend the Agreement, the Compensation Plan, and its prices in its sole and absolute discretion. By executing the Affiliate Agreement, an Affiliate agrees to abide by all amendments or modifications that GoDine® elects to make. Amendments shall be effective thirty (30) days after publication of notice that the Agreement has been modified. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. 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) posting in Affiliates’ back-offices (4) special mailings. The continuation of an Affiliate’s GoDine® business, the acceptance of any benefits under the Agreement, or an Affiliate’s acceptance of bonuses or commissions constitutes acceptance of all amendments.

2.4 - 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.

2.5 - 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 GoDine® to exercise any right or power under the Agreement or to insist upon strict compliance by an Affiliate 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 GoDine’s right to demand exact compliance with the Agreement. The existence of any claim or cause of action of an Affiliate against GoDine® shall not constitute a defense to GoDine’s enforcement of any term or provision of the Agreement.

2.6 - Company Use of Information
By submitting an Affiliate Application and Agreement that is accepted by GoDine®, the Affiliate consents to allow GoDine®, its affiliates, and any related company to: (a) process and utilize the information submitted in the Affiliate Application and Agreement (as amended from time to time) for business purposes related to the GoDine® business; and (2) disclose, now or in the future, such Affiliate information to companies which GoDine® may, from time to time, deal with to deliver information to an Affiliate to improve its marketing, operational, and promotional efforts. An Affiliate has the right to access his or her personal information via his or her respective back office, and to submit updates thereto.

SECTION 3 - BECOMING AN AFFILIATE

3.1 - Requirements to Become an Affiliate
To become a GoDine® Affiliate, each applicant must:

⦁ Be at least 18 years of age;
⦁ Reside in the United States or U.S. Territories or country that GoDine® has officially announced is open for business;
⦁ Provide GoDine® with his/her valid Social Security or Federal Tax ID number;
⦁ Purchase a GoDine® Starter Kit (optional for residents of North Dakota); and
⦁ Submit a properly completed online Affiliate Application and Agreement to GoDine®.

GoDine® reserves the right to accept or reject any Affiliate Application and Agreement for any reason or for no reason.

3.2 - Starter Kit/Enrollment Fee and Product Purchases
With the exception of a Starter Kit/Enrollment Fee, no person is required to purchase GoDine® Dining Club Memberships or sales aids, or to pay any charge or fee to become an Affiliate.

3.3 - Affiliate Benefits
Once an Affiliate Application and Agreement has been accepted by GoDine®, the benefits of the Compensation Plan and the Affiliate Agreement are available to the new Affiliate. These benefits include the right to:

⦁ Sell GoDine® Dining Club Memberships;
⦁ Participate in the GoDine® Compensation Plan (receive bonuses and commissions, if eligible);
⦁ Sponsor other individuals as Affiliates into the GoDine® network and thereby, build a marketing organization and progress through the GoDine® Compensation Plan;
⦁ Receive periodic GoDine® literature and other GoDine® communications;
⦁ Participate in GoDine®-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 GoDine® for its Affiliates.

3.4 - Term and Renewal of Your GoDine® Affiliate Opportunity
The term of the Affiliate Agreement is one year from the date of its acceptance by GoDine® (subject to reclassification for inactivity after six months pursuant to Section 11.2). Unless an Affiliate cancels their Agreement, each year on their anniversary date an annual renewal fee of $49.00 will be automatically charged credit card. If, for some reason, the renewal fee is not paid within thirty (30) days after the expiration of the current term of the Affiliate Agreement, the Affiliate Agreement will be automatically terminated. If an affiliate does not have a credit card or bank account must renew by phone, mail or e-mail. GoDine® shall have the right in its sole and absolute discretion not to accept the Agreement or any renewal of it.
SECTION 4 - OPERATING A GODINE® NETWORK BUSINESS

4.1 - Adherence to the GoDine® Compensation Plan
Affiliates must adhere to the terms of the GoDine® Compensation Plan as set forth in official GoDine® literature. Affiliates shall not offer the GoDine® opportunity through, or in combination with, any other system, program, sales tools, or method of marketing other than that specifically set forth in official GoDine® literature. Affiliates shall not require or encourage other current or prospective Members or Affiliates to execute any agreement or contract other than official GoDine® agreements and contracts in order to become a GoDine® Affiliate. Similarly, Affiliates shall not require or encourage other current or prospective Members or Affiliates to make any purchase from, or payment to, any individual or other entity to participate in the GoDine® Compensation Plan other than those purchases or payments identified as recommended or required in official GoDine® documents or literature.

4.2 - Advertising
4.2.1 - General
All Affiliates shall safeguard and promote the good reputation of GoDine® and its Memberships. The marketing and promotion of GoDine®, the GoDine® opportunity, the Compensation Plan, and GoDine® Memberships must avoid all discourteous, deceptive, misleading, unethical or immoral, or illegal conduct or practices.

To promote both the Memberships and the tremendous opportunity GoDine® offers, Affiliates must use the sales aids, business tools, and support materials produced by GoDine®. The Company has carefully designed its Membership, Compensation Plan, and promotional materials to ensure that they are promoted in a fair and truthful manner, that they are substantiated, and the materials comply with the legal requirements of federal and state laws.

Accordingly, Affiliates may only advertise or promote their GoDine® income opportunity approved tools, templates or images acquired through GoDine®. No approval is necessary to use these approved tools. If you wish to design your own online or offline marketing materials of any kind, your designs must be submitted to the GoDine® advertising department at marketing@GoDineclub.com for consideration and inclusion in the template/image library. Unless you receive specific written approval from GoDine® to use such tools, the request shall be deemed denied. Go to the Template Library tab in your back office for guidelines and to access the library.

GoDine® further reserves the right to rescind approval for any sales tools, promotional materials, advertisements, or other literature, and Affiliates waive all claims for damages or remuneration arising from or relating to such rescission.

4.2.2 - Trademarks and Copyrights
The name of GoDine® and other names as may be adopted by GoDine® are proprietary trade names, trademarks and service marks of GoDine® (collectively “marks”). As such, these marks are of great value to GoDine® and are supplied to Affiliates for their use only in an expressly authorized manner. GoDine® will only allow the limited non-exclusive use of its marks, designs, or symbols, or any derivatives thereof, solely by an Affiliate in the furtherance or operation of his or her GoDine® income opportunity consistent with these Policies and Procedures. GoDine® will not allow the use of its marks, designs, or symbols, or any derivatives thereof, by any person, including GoDine® Affiliates, in any manner without its prior, written permission.

The content of all Company sponsored events is copyrighted material. Affiliates may not produce for sale or distribution any recorded Company events and speeches without written permission from GoDine®, nor may Affiliates reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations.

As an independent Affiliate, you may use the GoDine® name in the following manner, or you can list your Affiliate rank.

Example:
Alice Smith
Independent GoDine® Affiliate

OR

Alice Smith
Independent GoDine® Affiliate
(You can list your current rank here)

Affiliates may not use the name GoDine® in any form in your team name, 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. Additionally, only use the phrase Independent GoDine® Affiliate in your phone greeting or on your answering machine to clearly separate your independent GoDine® business from GoDine®, LLC. For example, you may not secure the domain name www.buyGoDine.com, nor may you create an email address such as GoDine®sales@hotmail.com.

4.2.2.1 - Independent GoDine® Affiliate Logo
If you use a GoDine® logo in any communication, you must use the Independent Affiliate version of the GoDine® logo. Using any other GoDine® logo requires written approval. Please see examples below:

Image

4.2.3 - Media and Media Inquiries
Affiliates must not attempt to respond to media inquiries regarding GoDine®, its Memberships, or their independent GoDine® business. All inquiries by any type of media must be immediately referred to GoDine’s Marketing Department at Marketing@GoDineClub.com. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.

4.2.4 - Unsolicited Email
GoDine® does not permit Affiliates to send unsolicited commercial emails unless such emails strictly comply with applicable state and federal laws and regulations including, without limitation, the federal CAN SPAM Act. The CAN-SPAM Act regulates the transmission of all commercial e-mail messages, not just unsolicited messages. A commercial e-mail message is defined as any e-mail that has a “primary purpose of . . . commercial advertisement or promotion of a commercial product or service.” This includes commercial e-mails sent to business e-mail accounts, as well as those sent to individual consumers.

4.2.4.1 - Requirements for All Commercial Email Messages
The Mailing List

⦁ The mailing list may include only persons who have affirmatively agreed (opted in) to receive commercial e-mail from you.
⦁ The mailing list must not include any recipient who has previously asked not to receive commercial e-mail from the business (opted out).
⦁ You must “scrub” the mailing list against available “do not e-mail” list at the last possible, commercially reasonable moment before the e-mail is sent.

The E-mail Message

⦁ The message must include complete and accurate transmission and header information.
⦁ The “From” line must identify your business as the sender. This does not have to include your business’s formal name, if any. For example, it may contain your business’s name, trade name, or product or service name. The key requirement is that the “From” line provide the recipient with enough information to understand who is sending the message.
⦁ The “Subject” line must accurately describe the message’s content.
⦁ The message must clearly include the business’s valid, current physical postal address. This address can be a:
⦁ street address;
⦁ post office box that the business has accurately registered with the US Postal Service; or
⦁ private mailbox that the business has accurately registered with a commercial mail receiving agency established pursuant to US Postal Service regulations.
⦁ The message must disclose that it is an advertisement or solicitation unless the e-mail message is sent only to recipients who have affirmatively agreed (opted in) to receive these messages from the business.
⦁ There must be a functioning return email address to the sender.
⦁ The use of deceptive subject lines and/or false header information is prohibited.

The Opt-out Mechanism

⦁ The message must clearly explain that the recipient may opt out of receiving future commercial messages from the business.
⦁ The message must include either an e-mail address or other online mechanism that the recipient may use for this opt out. The mechanism must not require the recipient to:
⦁ do anything more than reply to the e-mail or visit a single web page to opt out;
⦁ make any payment or submit any personal information, including account information (other than e-mail address), to opt out; and
⦁ the opt-out mechanism must work for at least 30 days after the e-mail is sent.
⦁ You must ensure that the explanation of how a recipient can opt out is easy to read and understand.
⦁ You may include a menu of opt-out options that permit the recipient to select the types of commercial messages the recipient would like to continue receiving. However, one option must permit opting out of all commercial messages from you.
⦁ You must honor all opt-out requests within ten business days.
⦁ Opt-out requests do not expire. An opt-out is overridden only by the recipient’s subsequent express (opt in) request to receive commercial e-mail.
⦁ All opt-out requests, whether received by email or regular mail, must be honored. If you receive an opt-out request from a recipient of an email, you must forward the opt-out request to the Company.
⦁ You may not sell, share or use a business’s opt-out list for any reason other than to comply with the law.

Monitoring Opt-out Capabilities – If you use a third-party service provider you must implement procedures to ensure that your opt-out capabilities actually work. An example of a basic procedure to test the opt-out procedure is as follows:

⦁ Establish e-mail accounts with several major private e-mail account providers (for example, Gmail, Yahoo, Hotmail, AOL, and so on) and add these e-mail addresses to the business’s mailing list. For each e-mail address created for monitoring purposes, use the business’s opt-out mechanism to remove the e-mail address from the mailing list.
⦁ Repeat this procedure on a regular basis (for example, at least every two weeks).
⦁ Examine the e-mail received by the monitoring e-mail account to confirm that the: the opt-out mechanism works; the opt-out request is honored within 10 business days; and the monitoring e-mail account no longer receives commercial messages from the business.
⦁ If the monitoring and testing process reveals problems, the business should immediately fix the issues.

Third-party Marketing Affiliates or Service Providers - When using third-party service providers, including affiliate marketers you should ensure that the written contract with the service provider clearly sets out each party’s responsibilities for compliance with the CAN-SPAM Act and includes appropriate and adequate remedies for noncompliance.

4.2.4.2 - Additional Requirements for Email Messages Sent to Wireless Devices
When sending commercial messages to wireless devices:

⦁ Ensure that you have the recipient’s prior, affirmative consent (opt in) to send the commercial message. The consent can be oral, written or electronic.
⦁ Ask for consent in a way that involves no cost to the recipient, for example:
⦁ do not send the request to the wireless device; and
⦁ allow the recipient to respond in a way that involves no cost (such as an online, e-mail or postal mail sign-up).
⦁ When seeking consent, make it clear that the recipient:
⦁ is agreeing to receive commercial e-mail on his wireless device;
⦁ may be charged to receive the e-mail; and
⦁ can revoke his consent at any time.

4.2.4.3 - Commercial Email Messages Sent on Behalf of Affiliates
The GoDine® may periodically send commercial emails on behalf of Affiliates.  By entering into the Affiliate Agreement, Affiliate agrees that the Company may send such emails and that the Affiliate’s physical and email addresses will be included in such emails as outlined above.  Affiliates shall honor opt-out requests generated as a result of such emails sent by the Company.

4.2.5 - Unsolicited Faxes
Except as provided in this section, Affiliates may not use or transmit unsolicited faxes in connection with their GoDine® business.  The term "unsolicited faxes" means the transmission via telephone facsimile or computer of any material or information advertising or promoting GoDine®, its Membership, 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: (a) to any person with that person's prior express invitation or permission; or (b) to any person with whom the Affiliate 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 Affiliate and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding Memberships offered by such Affiliate; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party. 

4.2.6 - Telephone Directory Listings
Affiliates may list themselves as an “Independent GoDine® Affiliate” in the white or yellow pages of the telephone directory, or with online directories, under their own name. No Affiliate may place telephone or online directory display ads using GoDine's name or logo. Affiliates may not answer the telephone by saying “GoDine®”, “GoDine® Incorporated”, or in any other manner that would lead the caller to believe that he or she has reached corporate offices of GoDine®. If an Affiliate wishes to post his/her name in a telephone or online directory, it must be listed in the following format:

Affiliate's Name
Independent GoDine® Affiliate

4.2.7 - Television and Radio Advertising
Affiliates may advertise on television and radio with GoDine’s express written approval.

4.2.8 - Advertised Prices
Affiliates may not create their own marketing or advertising material offering any GoDine® Memberships at a price less than the current GoDine® price plus applicable taxes.

4.3 - Online Conduct
4.3.1 - Affiliate Web Sites
Affiliates are provided with a replicated website by GoDine®, from which they can enroll new dining club members and Affiliates, set up autoship for specific products that want delivered on a monthly basis, as well as manage their GoDine® business. Affiliates may use only replicated websites provided by GoDine® to promote their GoDine® business, and may not create their own websites to directly or indirectly promote GoDine’s Memberships or the GoDine® opportunity.

4.3.2 - GoDine® Replicated Websites
Affiliates receive a GoDine® Replicated Website subscription to facilitate online buying experience for their Members and enrollments for prospective Members and Affiliates.

Affiliates may not alter the branding, artwork, look, or feel of their Replicated Website, and may not use their Replicated Website to promote, market or sell non-GoDine® products, services or income opportunities. Specifically, you may not alter the look (placement, sizing etc.) or functionality of the following:

⦁ The GoDine® Independent Affiliate Logo
⦁ Your Name
⦁ GoDine® Corporate Website Redirect Button
⦁ Artwork, logos, or graphics
⦁ Original text.
Because Replicated Websites reside on the GoDineclub.com domain, GoDine® reserves the right to receive analytics and information regarding the usage of your website.

By default, your GoDine® Replicated Website URL is www.GoDineClub.com/affiliate ID#. You must change this default ID and choose a uniquely identifiable website name that cannot:

⦁ Be confused with other portions of the GoDine® corporate website;
⦁ Confuse a reasonable person into thinking they have landed on a GoDine® corporate page;
⦁ Be confused with any GoDine® name;
⦁ Contain any discourteous, misleading, or off-color words or phrases that may damage GoDine’s image.

4.3.3 - Domain Names, email Addresses and Online Aliases
You are not allowed to use or register GoDine® or any of GoDine’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 GoDine®. Examples of the improper use of GoDine® include, but are not limited to any form of GoDine® showing up as the sender of an email or examples such as:

www.MyGoDineBiz.com www.GoDineDreamTeam.com
www.ISellGoDine.com www.GoDinebyJaneDoe.com
www.GoDineMoney.net www.JanesGoDineOpportunity.net

4.3.4 - Monetizing Websites
Affiliates may not monetize their Replicated Website or their Registered External Website through affiliate programs, pay-per-click or cost-per-impression advertising, selling ad space, accepting donations, accepting sponsored posts or articles, adSense, or similar programs.

4.3.5 - Online Classifieds
You may use online classifieds to list, sell or retail specific GoDine® Memberships or the Income Opportunity or product bundles. You may use online classifieds (including Craigslist) for prospecting, recruiting, sponsoring and informing the public about the GoDine® income opportunity, provided GoDine®-approved templates/images are used. These templates will identify you as an Independent GoDine® Affiliate. If a link or URL is provided, it must link to your Replicated Website

4.3.6 - eBay / Online Auctions
GoDine’s Memberships may not be listed on eBay or other online auctions, nor may Affiliates enlist or knowingly allow a third party to sell GoDine® Memberships on eBay or other online auction. An Affiliate who becomes aware, or should have reasonably become aware, that a third party to whom he or she sells GoDine® Memberships on eBay or any other online auctions must immediately discontinue all sales to the third party.

4.3.7 - Online Retailing
Affiliates may not list or sell GoDine® Memberships on any online retail store or ecommerce site (such as Amazon), nor may you enlist or knowingly allow a third party to sell GoDine® Memberships on any online retail store or ecommerce site. An Affiliate who becomes aware, or should have reasonably become aware, that a third party to whom he or she sells GoDine® Memberships on any online retail store or ecommerce site must immediately discontinue all sales to the third party.

4.3.8 - Banner Advertising
You may place banner advertisements on a website provided you use GoDine®-approved templates and images, which you can request from Marketing@GoDineClub.com. All banner advertisements must link to your Replicated Website. Affiliates 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 GoDine® Memberships or the GoDine® opportunity.

4.3.9 - 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.

4.3.10 - Digital Media Submission (YouTube, iTunes, PhotoBucket etc.)
Affiliates may upload, submit or publish GoDine®-related video, audio or photo content that they develop and create so long as it aligns with GoDine’s values, contributes to the GoDine® community greater good, and is in compliance with GoDine’s Policies and Procedures. All submissions must clearly identify you as an Independent GoDine® Affiliate in the content itself and in the content description tag, must comply with all copyright/legal requirements, and must state that you are solely responsible for this content. Affiliates may not upload, submit or publish any content (video, audio, presentations or any computer files) received from GoDine® or captured at official GoDine® events or in buildings owned, leased, or operated by GoDine® without prior written permission from GoDine®.

4.3.11 - Sponsored Links / Pay-Per-Click (PPC) Ads
Except as prohibited elsewhere within the Policies and Procedures, sponsored links or pay-per-click ads (PPC) are acceptable. The destination URL must be to the sponsoring Affiliate’s Replicated Website. The display URL must also be to the sponsoring Affiliate’s Replicated Website and must not portray any URL that could lead the user to believe they are being directed to a GoDine® Corporate site, or be inappropriate or misleading in any way.

4.3.12 - Domain Names and Email Addresses
Except as set forth in the Affiliate Website Application and Agreement, Affiliates may not use or attempt to register any of GoDine’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.

4.3.13 - Social Media
In addition to meeting all other requirements specified in these Policies and Procedures, should you utilize any form of social media, including but not limited to Facebook, Twitter, LinkedIn, YouTube, or Pinterest, you agree to each of the following:
⦁ No Memberships sales or enrollments may occur on any social media site. To generate sales, a social media site must link only to your GoDine® Replicated Website.
⦁ It is your responsibility to follow the social media site’s terms of use. If the social media site does not allow its site to be used for commercial activity, you must abide by the site’s terms of use.
⦁ Any social media site that is directly or indirectly operated or controlled by an Affiliate that is used to discuss or promote GoDine’s Memberships or the GoDine® opportunity may not link to any website, social media site, or site of any other nature, other than the Affiliate’s GoDine® replicated website.
⦁ During the term of this Agreement and for a period of 12 calendar months thereafter, an Affiliate may not use any social media site on which they discuss or promote, or have discussed or promoted, the GoDine® business or GoDine’s Memberships to directly or indirectly solicit GoDine® Affiliates for another direct selling or network marketing program (collectively, “direct selling”). In furtherance of this provision, an Affiliate shall not take any action that may reasonably be foreseen to result in drawing an inquiry from other Affiliates relating to the Affiliate’s other direct selling business activities. Violation of this provision shall constitute a violation of the non-solicitation provision in Section 4.11 (Conflicts of Interest) below.
⦁ An Affiliate may post or “pin” photographs of GoDine® Memberships on a social media site, but only photos that are provided by GoDine® and downloaded from the Affiliate’s Back-Office may be used.

If an Affiliate creates a business profile page on any social media site that promotes or relates to GoDine®, its Memberships, or opportunity, the business profile page must relate exclusively to the Affiliate’s GoDine® business and GoDine® Memberships. If the Affiliate’s GoDine® business is cancelled for any reason or if the Affiliate becomes inactive, the Affiliate must deactivate the business profile page.

4.4 - 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 GoDine® Affiliate by submitting an Affiliate Application and Agreement along with a properly completed Business Entity Registration Form and a properly completed IRS Form W-9. The Business Entity, as well as all shareholders, members, managers, partners, trustees, or other parties with any ownership (legal or equitable) interest in, or management responsibilities for, the Business Entity (collectively “Affiliated Parties”) are individually, jointly and severally liable for any indebtedness to GoDine®, compliance with the GoDine® Policies and Procedures, the GoDine® Affiliate Agreement, and other obligations to GoDine®.

4.4.1 - Removal of an Affiliated Party
To prevent the circumvention of Sections 4.25 (Sale, Transfer or Assignment of GoDine® Business) and 4.5, (Change of Sponsor), if any Affiliated Party wants to terminate his or her relationship with the business entity GoDine®, the Affiliated Party must terminate his or her affiliation with the Business Entity, notify GoDine® in writing that he or she has terminated his/her affiliation with the Business Entity, and must comply with the provisions of Section 4.25 (Sale, Transfer or Assignment of GoDine® Business). In addition, the Affiliated Party foregoing their interest in the Business Entity may not participate in any other GoDine® business for six consecutive calendar months in accordance with Section 4.5.3 (Termination and Re-application). If the Business Entity wishes to bring on any new Affiliated Party, it must adhere to the requirements of Section 4.25 (Sale, Transfer or Assignment of GoDine® Business).

The modifications permitted within the scope of this paragraph do not include a change of sponsorship. Changes of sponsorship are addressed in Section 4.5 (Change of Sponsor), below. There is a $25.00 fee for each change requested, which must be included with the written request and the completed Affiliate Application and Agreement. GoDine® may, at its discretion, require notarized documents before implementing any changes to a GoDine® business. Please allow thirty (30) days after the receipt of the request by GoDine® for processing.

4.4.2 - Changes to a Business Entity
Each Affiliate must immediately notify GoDine® of all changes to type of business entity they utilize in operating their businesses and the addition or removal of business Affiliated Parties.

4.5 - Change of Sponsor
GoDine® prohibits changes in sponsorship. Accordingly, the transfer of a GoDine® business from one sponsor to another is not permitted. In order to protect all Sponsors, no Affiliate may interfere with the relationship between another Affiliate and his or her Sponsor in any way. An Affiliate may not offer, entice, encourage, solicit, recruit, or otherwise influence or attempt to persuade another Affiliate to change his or her Sponsor or line of sponsorship, either directly or indirectly.

4.5.1 - Termination and Re-application
An Affiliate may legitimately change organizations by voluntarily canceling his or her GoDine® business and remaining inactive (i.e., no purchases of GoDine® Memberships for resale, no sales of GoDine® Memberships, no sponsoring, no attendance at any GoDine® functions, participation in any other form of Affiliate activity, or operation of any other GoDine® business, no income from the GoDine® business) for six (6) full calendar months. Following the six month period of inactivity, the former Affiliate may reapply under a new sponsor, however, the former Affiliate’s downline will remain in their original line of sponsorship. GoDine® will consider waiving the six month waiting period under exceptional circumstances. Such requests for waiver must be submitted to GoDine® in writing.

4.5.2 - Waiver of Claims
In cases in which the appropriate sponsorship change procedures have not been followed, and a downline organization has been developed in the second business developed by an Affiliate, GoDine® reserves the sole and exclusive right to determine the final disposition of the downline organization. Resolving conflicts over the proper placement of a downline that has developed under an organization that has improperly switched sponsors is often extremely difficult. Therefore, AFFILIATES WAIVE ANY AND ALL CLAIMS AGAINST GODINE®, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM GODINE®’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW AN ORGANIZATION THAT HAS IMPROPERLY CHANGED LINES OF SPONSORSHIP.

4.6 - Unauthorized Claims and Actions
4.6.1 - Indemnification
An Affiliate is fully responsible for all of his or her verbal and written statements made regarding GoDine® Memberships and the Compensation Plan that are not expressly contained in official GoDine® 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. Affiliates agree to indemnify GoDine® and GoDine’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 GoDine® as a result of the Affiliate’s unauthorized representations or actions. This provision shall survive the termination of the Affiliate Agreement.

4.6.2 - Compensation Plan Claims
When presenting or discussing the GoDine® Compensation Plan, you must make it clear to prospects that financial success with GoDine® requires commitment, effort, and sales skill. Conversely, you must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include:

⦁ It’s a turnkey system;
⦁ The system will do the work for you;
⦁ Just get in and your downline will build through spillover;
⦁ Just join and I’ll build your downline for you;
⦁ The company does all the work for you;
⦁ You don’t have to sell anything; or
⦁ All you have to do is buy your Membership every month.

The above are merely examples of improper representations about the Compensation Plan. It is important that you do not make these or any other representations that could lead a prospect to believe that they can be successful as a GoDine® Affiliate without commitment, effort, and sales skill.

4.6.3 - Income Claims
Because GoDine® Affiliates do not have the data necessary to comply with the legal requirements for making income claims, an Affiliate, when presenting or discussing the GoDine® Income Opportunity or Compensation Plan to a prospective Affiliate, may not make income projections, income claims, or disclose his or her GoDine® income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records).

4.6.4 - Income Disclosure Statement
GoDine’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 GoDine® Income Disclosure Statement (“IDS”). The GoDine® IDS is designed to convey truthful, timely, and comprehensive information regarding the income that GoDine® Affiliates earn. In order to accomplish this objective, a copy of the IDS must be presented to all prospective Affiliates. The failure to comply with this policy constitutes a significant and material breach of the GoDine® Affiliate Agreement and will be grounds for disciplinary sanctions, including termination, pursuant to Section 9.1 (Disciplinary Sanctions).

An Affiliate, when presenting or discussing the GoDine® opportunity or Compensation Plan to a prospective Affiliate, may not make income projections, income claims, or disclose his or her GoDine® income (including the showing of checks, copies of checks, bank statements, or tax records) unless, at the time the presentation is made, the Affiliate provides a current copy of the GoDine® Income Disclosure Statement (IDS) to the person(s) to whom he or she is making the presentation.

A copy of the IDS must be presented to a prospective Affiliate (someone who is not a party to a current GoDine® Affiliate Agreement) anytime the Compensation 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 GoDine® income exceeded my salary after six months in the business,” or “Our GoDine® business has allowed my wife to come home and be a full-time mom” also fall within the purview of “lifestyle” claims.

A hypothetical income claim exists when you attempt to explain the operation of the compensation plan through the use of a hypothetical example. Certain assumptions are made regarding some or all of the following: (1) number of personally-enrolled Members and Affiliates; (2) number of downline Members and Affiliates; (3) average sales/purchase volume/sales volume per Member and Affiliate; and (4) total organizational volume. Applying these assumptions through the compensation plan yields income figures which constitute hypothetical income claims.

In any non-public meeting (e.g., a home meeting, one-on-one, regardless of venue) with a prospective Affiliate or Affiliates in which the Compensation 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 Compensation Plan is discussed or any type of income claims is made, you must provide every prospective Affiliate with a copy of the IDS and you must display at least one (3 foot x 5 foot poster board) 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 Compensation Plan or the making of an income claim.

Copies of the IDS, when available, may be printed or downloaded without charge from the corporate website at http://www.GoDine.com/IDS.

Affiliates who develop sales aids and tools in which the Compensation Plan or income claims are present must incorporate the IDS into each such sales aid or tool prior to submission to the Company for review.

4.7 - Commercial Outlets
Affiliates may not sell GoDine® Memberships from a commercial outlet, nor may Affiliates display or sell GoDine® Memberships or literature in any retail or service establishment. Online auction and/or sales facilitation websites, including but not limited to eBay and Craig’s List constitute Commercial Outlets, and may not be used to sell GoDine® Memberships.

4.8 - Military Installations
The offer, promotion, or sale of the goods and services, or the offer and promotion of the GoDine® opportunity on a military installation is not a right – it is a privilege. Even if an Affiliate lives on a military installation, he or she does not have the right to offer our Memberships or opportunity to anyone on that installation without the permission of the installation Commander. For the purposes of the U.S. Navy personnel and Navy Regulations, the definition of an “installation” also includes U.S. Navy vessels.

Any Affiliate who wants to offer, promote, or sell GoDine® Memberships, or offer and promote the GoDine® opportunity (these activities will be collectively referred to as “commercial solicitation activities”) on a military installation must make an inquiry to the office of the installation Commander to determine whether the Commander has granted permission for GoDine® Affiliates to engage in such activities on the installation. If the Commander has not done so, the Affiliate must contact GoDine®’s offices to ask the Company to obtain the Commander’s permission. Affiliates are prohibited from seeking such permission from any installation Commander. If obtained, the permission to engage in commercial solicitation activities on a military installation is granted only for one particular installation.

Any Affiliate who intends to engage in commercial solicitation activities on a military installation must be aware of and become completely familiar with the applicable military Regulation or Instruction. There are many activities that are permissible in a civilian environment that are not permissible on a military installation. Some of these activities include, but are not limited to:

⦁ Solicitation during enlistment or induction processing or during basic combat training, and within the first half of the one station unit training cycle.
⦁ Solicitation of “mass,” “group,” or “captive” audiences.
⦁ Making appointments with or soliciting military personnel during their normally-scheduled duty hours.
⦁ Soliciting without an appointment in areas used for housing or processing transient personnel, or soliciting in barracks areas used as quarters.
⦁ Use of official military identification cards or vehicle decals by active duty, retired, or reserve members of the military services to gain access to Army installations for the purpose of soliciting. (When entering the installation for the purpose of solicitation, Affiliates with military identification cards and/or installation vehicle decals must present documentation issued by the installation authorizing solicitations.)
⦁ Offering rebates to promote transaction or to eliminate competition.
⦁ Any oral or written representations which suggest or appear that the military branch sponsors or endorses the Company or its Affiliates, or the goods, services, and commodities offered for sale.
⦁ The designation of any agent or the use by any agent of titles (for example, “Battalion Insurance Counselor,” “Unit Insurance Advisor,” “Servicemen’s Group Life Insurance Conversion Consultant”) that in any manner states or implies any type of endorsement from the U.S. Government, the Armed Forces, or any State or Federal agency or Government entity.
⦁ Entry into any unauthorized or restricted area.
⦁ Distribution of literature other than to the person being interviewed.
⦁ Contacting military personnel by calling a Government telephone, faxing to a Government fax machine, or sending e-mail to a Government computer, unless a pre-existing relation (that is, the military member is a current client or requested to be contacted) exists between the parties and the military member has not asked for the contact to be terminated.
⦁ Soliciting door to door or without an appointment.

The foregoing items are not an all-inclusive list. There are many more prohibited activities that are addressed in the applicable military Regulation or Instruction. The violation of military Regulations or Instructions by one Affiliate could jeopardize the ability of all GoDine® Affiliates to engage in commercial solicitation activities on a particular military installation or even the entire branch of the military involved (e.g., Army, Air Force, Navy, Marines, or Coast Guard).

4.9 - Trade Shows, Expositions and Other Sales Forums
Affiliates may display and/or sell GoDine® Memberships at trade shows and professional expositions. Before submitting a deposit to the event promoter, Affiliates must contact the Affiliate Services department in writing for conditional approval, as GoDine’s policy is to authorize only one GoDine® Affiliate per event. Final approval will be granted to the first Affiliate who submits an official advertisement of the event, a copy of the contract signed by both the Affiliate and the event official, and a receipt indicating that a deposit for the booth has been paid. Approval is given only for the event specified. Any requests to participate in future events must again be submitted to the GoDine’s Marketing Department. GoDine® further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its dining club memberships or the GoDine® Affiliate opportunity.

4.10 - Conflicts of Interest

4.10.1 - Crossline Recruiting
Affiliates are prohibited from crossline recruiting. The use of a spouse or relative’s name, trade names, DBAs, assumed names, entities, federal identification numbers, or fictitious identification numbers, or any other device or contrivance to circumvent this policy is prohibited. An Affiliate shall not demean, discredit, or defame other GoDine® Affiliates in an attempt to entice another customer, Affiliate or prospective Affiliate to become part of his or her organization.

For the purposes of this Section 4.11.1, the term “crossline recruiting” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any way, either directly, indirectly, or through a third party, another GoDine® Affiliate or Member to enroll, join, or otherwise participate in another GoDine® marketing organization, downline, or line of sponsorship other than the one in which he, she, or it originally enrolled.

4.10.2 - No solicitation
GoDine® Affiliates are free to participate in other direct selling, multilevel marketing, or network marketing entities, businesses, organizations, opportunities, or ventures (collectively referred to as a “network marketing business”). However, during the term of this Agreement, any renewal or extension hereof, and for a period of six calendar months following the termination of an Affiliate’s Independent Affiliate Agreement, with the exception of an Affiliate who is personally sponsored by the Affiliate (or former Affiliate, as may be applicable), an Affiliate (or former Affiliate) may not recruit any GoDine® Affiliate or Member for another network marketing business. Affiliates and the Company recognize that because 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, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, Affiliates and GoDine® agree that this non-solicitation provision shall apply nationwide throughout the United States and to all international markets in which Affiliates are located. This provision shall survive the termination or expiration of the Affiliate Agreement.

For the purposes of this Section 4.11.2, the term “recruit” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any way (either directly, indirectly, or through a third party) another GoDine® Affiliate or Member to: (1) enroll, join, or otherwise participate in another network marketing business; or (2) terminate or alter his or her business or contractual relationship with the GoDine®. The term “recruit” also includes the above activities in the event that the Affiliate’s actions are in response to an inquiry made by another Affiliate or Member.

4.10.3 - Affiliate Participation in Other Network Marketing Programs
If an Affiliate is engaged in other non-GoDine® network marketing business, it is the responsibility of the Affiliate to ensure that his or her GoDine® business is operated entirely separate and apart from any other network marketing business. To this end, the following must be adhered to:

⦁ Affiliates must not sell, or attempt to sell, any competing non-GoDine® programs, non-GoDine® Memberships to GoDine® dining club Members or Affiliates. Any program, product or services in the same generic categories as GoDine® Memberships is deemed to be competing, regardless of differences in cost, quality or other distinguishing factors. This provision does not apply where professional services are the primary source of revenues and the product sales are secondary to the provision of such services (e.g., physician’s offices, health clinics, health clubs, gyms, spas or beauty salons). However, an Affiliate may sell non-competing products or services to GoDine® dining club members or Affiliates who are personally-sponsored.
⦁ Affiliates shall not display GoDine® promotional material, sales aids, Memberships with or in the same location as, any non-GoDine® promotional material or sales aids, products or services.
⦁ Affiliates shall not offer the GoDine® opportunity or Membership to prospective or existing Members or Affiliates in conjunction with any non-GoDine® program, opportunity, product or service.
⦁ Affiliates may not offer any non-GoDine® opportunity, products, services or opportunity at any GoDine®-related meeting, seminar, convention, webinar, teleconference, or other function.

4.10.4 - Confidential Information
“Confidential Information” includes, but is not limited to, Downline Genealogy Reports, the identities of GoDine® customers and Affiliates, contact information of GoDine® customers and Affiliates, Affiliates’ personal and group sales volumes, Affiliate rank and/or achievement levels, and other financial and business information. All Confidential Information (whether oral or in written or electronic form) is proprietary information of GoDine® and constitutes a business trade secret belonging to GoDine®. Confidential Information is, or may be available, to Affiliates in their respective back-offices. Affiliate access to such Confidential Information is password protected, and is confidential and constitutes proprietary information and business trade secrets belonging to GoDine®. Such Confidential Information is provided to Affiliates in strictest confidence and is made available to Affiliates for the sole purpose of assisting Affiliates in working with their respective downline organizations in the development of their GoDine® business. Affiliates may not use the reports for any purpose other than for developing, managing, or operating their GoDine® business. Where an Affiliate participates in other multi-level marketing ventures, he/she is not eligible to have access to Downline Genealogy Reports. Affiliates should use the Confidential Information to assist, motivate, and train their downline Affiliates. The Affiliate and GoDine® agree that, but for this agreement of confidentiality and nondisclosure, GoDine® would not provide Confidential Information to the Affiliate.

To protect the Confidential Information, Affiliates 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 Confidential Information to any third party;
⦁ Directly or indirectly disclose the password or other access code to his or her back-office;
⦁ Use any Confidential Information to compete with GoDine® or for any purpose other than promoting his or her GoDine® business;
⦁ Recruit or solicit any Affiliate or Member of GoDine® listed on any report or in the Affiliate’s back-office, or in any manner attempt to influence or induce any Affiliate or Member of GoDine®, to alter their business relationship with GoDine®; or
⦁ Use or disclose to any person, partnership, association, corporation, or other entity any Confidential Information.

The obligation not to disclose Confidential Information shall survive cancellation or termination of the Agreement, and shall remain effective and binding irrespective of whether an Affiliate’s Agreement has been terminated, or whether the Affiliate is or is not otherwise affiliated with the GoDine®. Upon nonrenewal or termination of the Agreement, Affiliates must immediately discontinue all use of the Confidential Information and if requested by the GoDine® promptly return all materials in their possession to the GoDine® within five (5) business days of request at their own expense.

4.11 - Targeting Other Direct Sellers
GoDine® does not condone Affiliates specifically or consciously targeting the sales force of another direct sales company to sell GoDine® Memberships or to become Affiliates for GoDine®, nor does GoDine® condone Affiliates solicitation or enticement of members of the sales force of another direct sales company to violate the terms of their contract with such other company. Should Affiliates engage in such activity, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration or mediation is brought against an Affiliate alleging that he or she engaged in inappropriate recruiting activity of its sales force or customers, GoDine® will not pay any of the Affiliate’s defense costs or legal fees, nor will GoDine® indemnify the Affiliate for any judgment, award, or settlement.

4.12 - Errors or Questions
If an Affiliate has questions about or believes any errors have been made regarding commissions, bonuses, genealogy lists, or charges, the Affiliate must notify GoDine® in writing within 60 days of the date of the purported error or incident in question. GoDine® will not be responsible for any errors, omissions or problems not reported to the Company within 60 days.

4.13 - Governmental Approval or Endorsement
Neither federal nor state regulatory agencies or officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Affiliates shall not represent or imply that GoDine® or its Compensation Plan have been "approved," "endorsed" or otherwise sanctioned by any government agency.

4.14 - Income Taxes
Each Affiliate is responsible for paying local, state, and federal taxes on any income generated as an Independent Affiliate. Unfortunately, we cannot provide you with any personal tax advice. Please consult your own tax accountant, tax attorney, or other tax professional. If an Affiliate’s GoDine® business is tax exempt, the Federal tax identification number must be provided to GoDine®. Every year, GoDine® 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.

4.15 - Independent Contractor Status
Affiliates are independent contractors. The agreement between GoDine® and its Affiliates does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Affiliate. Affiliates shall not be treated as an employee for his or her services or for Federal or State tax purposes. All Affiliates are responsible for paying local, state, and federal taxes due from all compensation earned as an Affiliate of the Company. The Affiliate has no authority (expressed or implied), to bind the Company to any obligation. Each Affiliate shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Affiliate Agreement, these Policies and Procedures, and applicable laws.

4.16 - Insurance
You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy does not cover business-related injuries, or the theft of or damage to inventory or business equipment. Contact your insurance agent to make certain that your business property is protected. This can often be accomplished with a simple “Business Pursuit” endorsement attached to your present home owner’s policy.

4.17 - International Marketing
Affiliates are authorized to sell GoDine® Memberships and enroll Members or Affiliates only in the countries in which GoDine® is authorized to conduct business, as announced in official Company literature. GoDine® Memberships or sales aids may not be delivered (electronically or otherwise) or shipped into or sold in any foreign country. Affiliates may sell, give, transfer, or distribute GoDine® Memberships or sales aids only in their home country. In addition, no Affiliate may, in any unauthorized country: (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential Members or Affiliates; or (c) conduct any other activity for the purpose of selling GoDine® Memberships, establishing a marketing organization, or promoting the GoDine® opportunity.

4.18 - Excess Inventory and Bonus Buying
Affiliates must never purchase more Memberships than they can reasonably use or sell to prospective Members in a month, and must not influence or attempt to influence any other Affiliate to buy more Memberships than he or she can reasonably use or sell to prospective Members in a month. In addition, 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 Membership purchases by end user consumers. Bonus buying includes, but is not limited to, purchasing Memberships through a straw man or other artifice.

4.19 - Adherence to Laws, Regulations and the Agreement
Affiliates must comply with all federal, state, and local laws, regulations, ordinances, codes, and the terms of the Agreement in the conduct of their businesses. Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to Affiliates because of the nature of their business. However, Affiliates must obey those laws that do apply to them. If a city or county official tells an Affiliate that an ordinance applies to him or her, the Affiliate shall be polite and cooperative, and immediately send a copy of the ordinance to the Compliance Department of GoDine®. In addition, Affiliates must not recommend, encourage or teach other Affiliates to violate federal, state, or local laws, regulations, ordinances, codes, or the terms of the Agreement in the operation of their GoDine® business.

4.20 - One GoDine® Business Per Affiliate and Per Household
An Affiliate may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one GoDine® business. Without express written authorization from GoDine®, no individual may have, operate or receive compensation from more than one GoDine® business.

Individuals of the same Household may maintain, own, and operate their own GoDine® Business. A “Household” is defined as spouses and dependent adult children living at or doing business at the same address. In the event that two members of the same Household elect to become Affiliates at the same time, one must be enrolled by the other. In the event that more than two members of the same Household elect to become Affiliates at the same time, they must elect one Household member to enroll the others. In the event that members of the same Household elect to become Affiliates at different times, the Household member who joined GoDine® first must be the Sponsor for all other Household members.

4.21 - Actions of Household Members or Affiliated Parties
If any member of an Affiliate’s immediate household engages in any activity which, if performed by the Affiliate, would violate any provision of the Agreement, such activity will be deemed a violation by the Affiliate and GoDine® may take disciplinary action pursuant to the these Policies and Procedures against the Affiliate. Similarly, if any individual associated in any way with a corporation, partnership, limited liability company, trust or other entity (collectively “Business Entity”) violates the Agreement, such action(s) will be deemed a violation by the Business Entity, and GoDine® may take disciplinary action against the Business Entity. Likewise, if an Affiliate enrolls in GoDine® 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 the Agreement.

4.22 - Requests for Records
Any request from an Affiliate for copies of invoices, applications, downline activity reports, or other records will require a fee of $1.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.

4.23 - Roll-up of Marketing Organization
When a vacancy occurs in a Marketing Organization due to the termination of a GoDine® business, the Affiliate in the first level immediately below the terminated Affiliate on the date of the termination will not be moved to the first level (“front line”) of the terminated Affiliate’s sponsor. The position occupied by the terminated Affiliate shall remain permanently vacant.

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

⦁ The selling Affiliate must offer GoDine® the right of first refusal to purchase the business on the same terms as agreed upon with a third-party buyer. GoDine® shall have fifteen 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 GoDine® Affiliate. If the buyer is an active GoDine® Affiliate, he or she must first terminate his or her GoDine® business and wait six calendar months before acquiring any interest in a different GoDine® business;
⦁ Before the sale, transfer or assignment can be finalized and approved by GoDine®, any debt obligations the selling party has with GoDine® must be satisfied.
⦁ The selling party must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign a GoDine® business.

Prior to selling an independent GoDine® business or Business Entity interest, the selling Affiliate must notify GoDine’s Compliance Department in writing and advise of his or her intent to sell his/her GoDine® business or Business Entity interest. The selling Affiliate 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 GoDine® business. In the event that an Affiliate transfers, assigns, or sells his or her GoDine® business without the express written approval of the Compliance Department, such transfer, assignment, or sale shall be voidable in the sole and absolute discretion of GoDine®.

4.25 - Separation of a GoDine® Business
GoDine® Affiliates sometimes operate their GoDine® businesses as husband-wife partnerships, regular partnerships, limited liability companies, corporations, trusts, or other Business Entities. At such time as a marriage may end in divorce or a corporation, limited liability company, 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, with consent of the other(s), operate the GoDine® business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize GoDine® to deal directly and solely with the other spouse or non-relinquishing shareholder, member, partner, or trustee.
⦁ The parties may continue to operate the GoDine® business jointly on a “business-as-usual” basis, whereupon all compensation paid by GoDine® 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 downline organization of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will GoDine® split commission and bonus checks between divorcing spouses or members of dissolving entities. GoDine® will recognize only one downline organization and will issue only one commission check per GoDine® business per commission cycle. Commission checks shall always be issued to the same individual or entity.

If a former spouse has completely relinquished all rights in the original GoDine® business pursuant to a divorce, he or she is thereafter free to enroll under any sponsor of his or her choosing without waiting six calendar months. In the case of business entity dissolutions, the former partner, shareholder, member, or other entity affiliate who retains no interest in the business must wait sixty days from the date of the final dissolution before re-enrolling as an Affiliate. In either case, the former spouse or business affiliate shall have no rights to any Affiliates in their former organization or to any former Member. They must develop the new business in the same manner as would any other new Affiliate.

4.26 - Sponsoring Online
When sponsoring a new Affiliate through the online enrollment process, the sponsor may assist the new applicant in filling out the enrollment materials. However, the applicant must personally review and agree to the online application and agreement, GoDine’s Policies and Procedures, and the GoDine® Compensation Plan. The sponsor may not fill out the online Affiliate Application and Agreement on behalf of the applicant and agree to these materials on behalf of the applicant.

4.27 - Succession
Upon the death or incapacitation of an Affiliate, 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, an Affiliate should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a GoDine® business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased Affiliate’s marketing organization provided the following qualifications are met. The successor(s) must:

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

4.27.1 - Transfer Upon Death of an Affiliate
To effect a testamentary transfer of a GoDine® business, the executor of the estate must provide the following to GoDine®: (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 GoDine® specifying to whom the business and income should be transferred.

4.27.2 - Transfer Upon Incapacitation of an Affiliate
To effectuate a transfer of a GoDine® business because of incapacity, the successor must provide the following to GoDine®: (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 GoDine® business; and (3) a completed Affiliate Agreement executed by the trustee.

4.28 - 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 GoDine® does not consider Affiliates 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, Affiliates must not engage in telemarketing in the operation of their GoDine® businesses.  The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of a GoDine® product or service, or to recruit them for the GoDine® opportunity.  “Cold calls" made to prospective customers or Affiliates that promote either GoDine’s Memberships or the GoDine® opportunity constitute telemarketing and are prohibited.  However, a telephone call(s) placed to a prospective customer or Affiliate (a "prospect") is permissible under the following situations:

⦁ If the Affiliate has an established business relationship with the prospect.  An “established business relationship” is a relationship between an Affiliate and a prospect based on the prospect’s purchase, rental, or lease of goods or services from the Affiliate, or a financial transaction between the prospect and the Affiliate, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect's purchase of a product or service.
⦁ The prospect’s personal inquiry or application regarding a product or service offered by the Affiliate, within the three (3) months immediately preceding the date of such a call.
⦁ If the Affiliate receives written and signed permission from the prospect authorizing the Affiliate to call. The authorization must specify the telephone number(s) which the Affiliate is authorized to call.
⦁ 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.
⦁ Affiliates shall not use automatic telephone dialing systems or software relative to the operation of their GoDine® businesses.
⦁ Affiliates 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 GoDine® Memberships or opportunity.

4.29 - Back Office Access
GoDine® makes online back offices available to its Affiliates. Back offices provide Affiliates access to confidential and proprietary information that may be used solely and exclusively to promote the development of an Affiliate’s GoDine® business and to increase sales of GoDine® Memberships. However, access to a back office is a privilege, and not a right. GoDine® reserves the right to deny Affiliates’ access to the back office at its sole discretion.

4.30 - Unauthorized Communication
In the excitement and enthusiasm of working his or her GoDine® business, an Affiliate may attempt to contact the Company’s vendors, suppliers, or advisors with questions or ideas. Any such communication without the Company’s prior written consent is strictly prohibited. Vendors, suppliers, and advisors are often not set up to handle a large volume of contacts. Equally important, we must respect their rights to privacy. Questions regarding any of these Entities may be directed to Field Support.

4.31 - New Markets
From time to time, GoDine® will open new markets. To do so, the Company needs enough Restaurants, Dining Club Members and Affiliates in an area before we can open it. When GoDine® elects to open a specific city or town, we will notify our Affiliates that we intend to open the city or town on a certain date. GoDine® may utilize different phases (e.g., a pre-launch phase, soft launch phase and ultimately a hard launch) to achieve the numbers necessary to open a particular market. As is set forth in the GoDine® Compensation Plan, all Affiliates and Restaurant Affiliates in good standing will be eligible enroll and participate in the launch a new market. 

SECTION 5 - RESPONSIBILITIES OF AFFILIATES

5.1 - Change of Address, Telephone, and E-Mail Addresses
To ensure timely delivery of Memberships, support materials, commission, and tax documents, it is important that the GoDine’s files are current. Street addresses are required for shipping since UPS and FedEx cannot deliver to a post office box. Affiliates planning to change their e-mail address or move must send their new address and telephone numbers to GoDine’s Corporate Offices to the attention of the Affiliate Services Department. To guarantee proper delivery, two weeks advance notice must be provided to GoDine® on all changes. In the alternative, an Affiliate’s whose contact information changes may amend their contact information through their Affiliate Back Office.

5.2 - Continuing Development Obligations
5.2.1 - Ongoing Training
Any Affiliate who sponsors another Affiliate into GoDine® must perform a bona fide assistance and training function to ensure that his or her downline is properly operating his or her GoDine® business. Affiliates must have ongoing contact and communication with the Affiliates in their Downline Organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of downline Affiliates to GoDine® meetings, training sessions, and other functions. Upline Affiliates are also responsible to motivate and train new Affiliates in GoDine® product knowledge, effective sales techniques, the GoDine® Compensation Plan, and compliance with Company Policies and Procedures and applicable laws. Communication with and the training of downline Affiliates must not, however, violate Sections 4.1 and/or 4.2 (regarding the development of Affiliate-produced sales aids and promotional materials).

Affiliates should monitor the Affiliates in their Downline Organizations to guard against downline Affiliates making improper product or business claims, violation of the Policies and Procedures, or engaging in any illegal or inappropriate conduct.

5.2.2 - Increased Training Responsibilities
As Affiliates progress through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of the GoDine® program. They will be called upon to share this knowledge with lesser experienced Affiliates within their organization.

5.2.3 - Ongoing Sales Responsibilities
Regardless of their level of achievement, Affiliates have an ongoing obligation to continue to personally promote sales through the generation of new customers and through servicing their existing customers.

5.3 - Nondisparagement
GoDine® wants to provide its independent Affiliates with the best Memberships, compensation plan, and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to GoDin®@GoDineClub.com. Remember, to best serve you, we must hear from you! While GoDine® welcomes constructive input, negative comments and remarks made in the field by Affiliates about the Company, its Memberships, or compensation plan serve no purpose other than to sour the enthusiasm of other GoDine® Affiliates. For this reason, and to set the proper example for their downline, Affiliates must not disparage, demean, or make negative remarks about GoDine®, other GoDine® Affiliates, GoDine’s Memberships, the Marketing and Compensation plan, or GoDine’s directors, officers, or employees.

5.4 - Providing Documentation to Applicants
Affiliates must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are sponsoring to become Affiliates before the applicant signs an Affiliate Agreement, or ensure that they have online access to these materials.

SECTION 6 - SALES REQUIREMENTS

6.1 - Product Sales
The GoDine® Compensation Plan is based on the sale of GoDine® Dining Club Memberships. Affiliates 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. The following sales requirements must be satisfied for Affiliates to be eligible for commissions:

⦁ Affiliates must satisfy the enrollment requirements associated with their rank as specified in the GoDine® Compensation Plan.
⦁ At least 70% of an Affiliate’s total dining club monthly sales volume must be comprised of GoDine® dining memberships.
⦁ Affiliates must develop or maintain at least two Members.

6.2 - No Territory Restrictions
There are no exclusive territories granted to anyone.

6.3 - Sales Receipts
Records documenting the purchases of GoDine® Dining Club memberships will be maintained by GoDine®.

SECTION 7 - BONUSES AND COMMISSIONS

7.1 - Bonus and Commission Qualifications and Accrual
An Affiliate must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as an Affiliate complies with the terms of the Agreement, GoDine® shall pay commissions to such Affiliate in accordance with the Compensation plan.

7.2 - Adjustment to Bonuses and Commissions
7.2.1 - Adjustments for Cancelled Memberships
Affiliates receive bonuses, commissions, or overrides based on the actual sales of Memberships to end consumers. When a Membership is cancelled and a refund requested from the Company, any of the following may occur at the Company’s discretion: (1) the bonuses, commissions, or overrides attributable to the cancelled Membership will be deducted from payments to the Affiliate and upline Affiliates who received bonuses, commissions, or overrides on the sale of the cancelled Membership, in the month in which the refund is given (and continuing every pay period thereafter until the commission is recovered, if applicable); (2) the Affiliate or upline Affiliates who earned bonuses, commissions, or overrides based on the sale of the cancelled Membership will have the corresponding points deducted from their Group Volume in the next month (and, if applicable, all subsequent months until it is completely recovered); or (3) the bonuses, commissions, or overrides attributable to the cancelled Membership may be deducted from any refunds or credits to the Affiliate who received the bonuses, commissions, or overrides on the sales of the cancelled Membership.

7.2.2 - Hard Copy Commission Checks
The Company pays commissions via direct deposit into Affiliates’ bank accounts (Affiliate pays a $1.00 transaction fee) or an Affiliate can elect to have a checked mailed to their mailing address (Affiliate pays a$3.00 fee. If an Affiliate fails to provide his or her correct tax identification number, GoDine® will hold all Affiliate’s commission checks, until the correct tax information is provided.

7.3 - Reports
All information provided by GoDine® in downline activity reports, including but not limited to personal and group sales volume (or any part thereof), and downline sponsoring activity 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; credit card and electronic check charge-backs; the information is not guaranteed by GoDine® 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, GODINE® AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY AFFILIATE 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 GODINE® 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, GODINE® 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 GoDine’s online and telephone 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 GoDine’s online and telephone reporting services and your reliance upon the information.


SECTION 8 - MEMBERSHIP GUARANTEES, REFUNDS AND INVENTORY REPURCHASE

8.1 - Product Guarantee and Cancellation
GoDine® does not offer refunds to Members, but should they cancel they can use their membership thought the monthly renewal date, and at that time their membership will be cancelled provided they have cancelled their membership using the website, mobile app and/or have contacted GoDine® at GoDine@GoDineClub.com.

An Affiliate may return any unused Bronze, Silver or Gold pack and receive a 90% money-back satisfaction guarantee provided the “packs” have not expired.  Every Affiliate is bound to honor the Membership guarantee. If, for any reason, a Member is dissatisfied with the GoDine® Membership, the Member may cancel their membership.
If an Affiliate returns more than $250.00 in value of “packs” for a refund in any 12 consecutive month period, the request will constitute the Affiliate’s voluntary termination of his/her Affiliate Agreement, and the refund will be processed as an inventory repurchase pursuant to Section 8.3, and the Affiliate’s Agreement will be terminated and his or her GoDine® business will be cancelled.

8.2 - Rescission
8.2.1 - Members
Federal and state law requires that a customer (Member) who makes a purchase of $25.00 or more has three business days (excluding Sundays and legal holidays) (5 business days for Alaska residents and 15 business days in North Dakota for Individuals age 65 and older) after the sale or execution of a contract to cancel the order and receive a full refund consistent with the cancellation notice on the order form or sales receipt. When an Affiliate makes a Membership sale or takes an order from a prospective Member who cancels or requests a refund within the three business day period, the Affiliate must promptly refund the customer's money (five business days for Alaska residents).

8.2.2 - Informing Members
Affiliates MUST verbally inform their customers of this right of rescission, they MUST provide their customers with TWO copies of a retail receipt at the time of the sale, and MUST point out this cancellation right stated on the receipt.  If a Member places an order online, the Company will provide the Member with the receipt. Affiliates must ensure that the date of the order or purchase is entered on the Retail Sales Receipt. All Members must be provided with two copies of an official GoDine® Retail Sales Receipt at the time of the sale. The back of the receipt provides the customer with written notice of his or her rights to cancel the sales agreement.

8.3 - Return of Inventory and Sales Aids by Affiliates Upon Termination
Upon termination of an Affiliate’s Agreement, the Affiliate may return Starter Kits, Memberships, and sales aids that he or she personally purchased from GoDine® (purchases from other Affiliates or third parties are not subject to refund) that are in Resalable (see Definition of “Resalable” below) condition and which have been purchased within one year prior to the date of termination (except in Georgia, Maryland, Massachusetts, Puerto Rico (all which allow no time limit for returns), except in the case of personalized business cards, which are not returnable.  Upon receipt of a Resalable Starter Kit and/or Resalable Memberships and sales aids, the Affiliate will be reimbursed 90% of the net cost of the original purchase price(s), provided the “packs” have not expired.  Neither shipping and handling charges incurred by an Affiliate when the Starter Kit, Memberships or sales aids were purchased, nor return shipping fees, will be refunded.  If the purchases were made through a credit card, the refund will be credited back to the same account.  If an Affiliate was paid a commission, rebate, or any other form of compensation based on a product(s) that he or she purchased, and such product(s) is/are subsequently returned for a refund, the commission, rebate, or any other form of compensation that was paid based on that product purchase will be deducted from the amount of the refund.

Sales aids shall be deemed "resalable" if each of the following elements is satisfied: (1) they are unopened and unused; (2) packaging and labeling has not been altered or damaged; (3) they are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; (4) they are still in GoDine’s current inventory; (5) the expiration date(s) for any returned Memberships has not passed; and (6) they are returned to GoDine® within one year from the date of purchase. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be resalable. Replicated Website fees are not refundable except as required by applicable state law.

8.3.1 Montana Residents
A Montana resident may cancel his or her Affiliate Agreement within 15 days from the date of enrollment, and may return his or her Starter Kit for a full refund within such time period.

8.4 - Procedures for All Returns
The following procedures apply to all returns for refund, repurchase, or exchange:

⦁ All items must be returned by the Affiliate or customer who purchased it directly from GoDine®.
⦁ All items to be returned must have a Return Authorization Number which is obtained by calling the Affiliate Services Department. This Return Authorization Number must be written on each carton returned.
⦁ The return is accompanied by:
⦁ The original packing slip with the completed (and signed Consumer Return information, if applicable);
⦁ The unused portion of the item(s) in its/their original container.
⦁ Proper shipping carton(s) and packing materials are to be used in packaging the items(s) being returned, and the best and most economical means of shipping is suggested. All returns must be shipped to GoDine® shipping pre-paid. GoDine® does not accept shipping-collect packages. The risk of loss in shipping for returned items shall be on the Affiliate. If the returned items are not received by the Company’s Distribution Center, it is the responsibility of the Affiliate to trace the shipment.
⦁ If an Affiliate is returning merchandise to GoDine® that was returned to him or her by a personal retail customer, the product must be received by GoDine® within ten (10) days from the date on which the retail customer returned the merchandise to the Affiliate, and must be accompanied by the sales receipt the Affiliate gave to the customer at the time of the sale.

No refund or replacement of any items will be made if the conditions of these rules are not met.

SECTION 9 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

9.1 - Disciplinary Sanctions
Violation of the Agreement, these Policies and Procedures, 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 an Affiliate 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 Affiliate’s GoDine® business), may result, at GoDine's discretion, in one or more of the following corrective measures:

⦁ Issuance of a written warning or admonition;
⦁ Requiring the Affiliate to take immediate corrective measures;
⦁ Imposition of a fine, which may be withheld from bonus and commission checks;
⦁ Loss of rights to one or more bonus and commission checks;
⦁ GoDine® may withhold from an Affiliate all or part of the Affiliate’s bonuses and commissions during the period that GoDine® is investigating any conduct allegedly violation of the Agreement. If an Affiliate’s business is canceled for disciplinary reasons, the Affiliate will not be entitled to recover any commissions withheld during the investigation period;
⦁ Suspension of the individual’s Affiliate Agreement for one or more pay periods;
⦁ Permanent or temporary loss of, or reduction in, the current and/or lifetime rank of an Affiliate (which may subsequently be re-earned by the Affiliate);
⦁ Transfer or removal of some or all of an Affiliate’s downline Affiliates from the offending Affiliate’s downline organization.
⦁ Involuntary termination of the offender’s Affiliate Agreement;
⦁ Suspension and/or termination of the offending Affiliate’s GoDine® website or website access;
⦁ Any other measure expressly allowed within any provision of the Agreement or which GoDine® deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Affiliate’s policy violation or contractual breach;
⦁ In situations deemed appropriate by GoDine®, the Company may institute legal proceedings for monetary and/or equitable relief.

9.2 - Grievances and Complaints
When an Affiliate has a grievance or complaint with another Affiliate regarding any practice or conduct in relationship to their respective GoDine® businesses, the complaining Affiliate should first report the problem to his or her Sponsor who should review the matter and try to resolve it with the other party's upline sponsor. If the matter involves interpretation or violation of Company policy, it must be reported in writing to the Affiliate Services Department at the Company. The Affiliate Services Department will review the facts and attempt to resolve it.

9.3 - Mediation
Prior to instituting an 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 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 Newport Beach, California, and shall last no more than two business days.

9.4 - 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. 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. The Commercial Arbitration Rules and Mediation Procedures of the AAA are available on the AAA’s website at www.adr.org. The Streamlined Arbitration Rules & Procedures are available on the JAMS website at www.jamsadr.com. Copies of AAA’s Commercial Arbitration Rules and Mediation Procedures or JAM’s Streamlined Arbitration Rules & Procedures will also be emailed to Affiliates upon request to GoDine@GoDineClub.com.   
Notwithstanding the rules of the AAA or JAMS, the following shall apply to all Arbitration actions:
⦁ The Federal Rules of Evidence shall apply in all cases; 
⦁ The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;
⦁ The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;
⦁ The arbitration shall occur within 180 days from the date on which the arbitrator is appointed, and shall last no more than five business days;
⦁ The Parties shall be allotted equal time to present their respective cases, including cross-examinations. 
All arbitration proceedings shall be held in Newport Beach, California. 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 the 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:

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

Notwithstanding the foregoing, nothing in these Policies and Procedures 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 non-solicitation provision of the Agreement.

9.5 - Governing Law, Jurisdiction, and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in the county and state in which the Affiliate resided at the time at which the alleged cause or causes of action first arose. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the state in which the distributor resided at the time at which the alleged cause or causes of action first arose shall govern all other matters relating to or arising from the Agreement.

9.5.1 - Louisiana Residents
Notwithstanding the foregoing, and the arbitration provision in Section 9.4, residents of the State of Louisiana shall be entitled to bring an action against GoDine® in their home forum and pursuant to Louisiana law.


SECTION 10 - PAYMENTS

10.1 - Restrictions on Third Party Use of Credit Cards and Bank Account Access
An Affiliate shall not permit other Affiliates or Members to use his or her credit card, or permit debits to his or her checking or savings account, to enroll in or to make purchases from the Company. An Affiliate shall not use the credit card or debit card of a third party, or make debits to the checking or savings account of a third party, to enroll in or to make purchases from the Company.

10.2 - Sales Taxes
GoDine® is required to charge sales taxes on all purchases made by Affiliates and Members, and remit the taxes charged to the respective states. Accordingly, GoDine® will collect and remit sales taxes on behalf of Affiliates, based on the suggested retail price of the Memberships, according to applicable tax rates in the state or province to which the shipment is destined. If an Affiliate has submitted, and GoDine® 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 Affiliate (unless the state in question does not accept a Sales Tax Exemption Certificate and Sales Tax Registration License from a direct selling independent contractor). Exemption from the payment of sales tax is applicable only to orders which are shipped to a state for which the proper tax exemption papers have been filed and accepted. Applicable sales taxes will be charged on orders that are drop-shipped to another state. Any sales tax exemption accepted by GoDine® is not retroactive.

SECTION 11 - INACTIVITY AND TERMINATION

11.1 - Effect of Termination
So long as an Affiliate remains active and complies with the terms of the Affiliate Agreement and these Policies and Procedures, GoDine® shall pay commissions to such Affiliate in accordance with the Compensation Plan. An Affiliate’s bonuses and commissions constitute the entire consideration for the Affiliate's efforts in generating sales and all activities related to generating sales (including building a downline organization). Following an Affiliate’s non-renewal of his or her Affiliate Agreement, termination for inactivity, or voluntary or involuntary termination of his or her Affiliate Agreement (all of these methods are collectively referred to as “termination”), the former Affiliate 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 Affiliate whose business is cancelled will lose all rights as an Affiliate. This includes the right to sell GoDine® Memberships and the right to receive future commissions, bonuses, or other income resulting from the sales and other activities of the Affiliate’s former downline sales organization. In the event of termination, Affiliates 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 his or her former downline organization.

Following an Affiliate’s termination of his or her Affiliate Agreement, the former Affiliate shall not hold himself or herself out as a GoDine® Affiliate and shall not have the right to sell GoDine® Memberships. An Affiliate whose business is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to termination (less any amounts withheld during an investigation preceding an involuntary termination).

11.2 - Involuntary Termination
An Affiliate’s violation of any of the terms of the Agreement, including any amendments that may be made by GoDine® in its sole discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary termination of his or her Affiliate Agreement. Termination shall be effective on the date on which written notice is mailed, emailed, faxed, or delivered to an express courier, to the Affiliate’s last known address, email address, or fax number, or to his/her attorney, or when the Affiliate receives actual notice of termination, whichever occurs first.

GoDine® reserves the right to terminate all Affiliate 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 Memberships via direct selling.

11.3 - Voluntary Termination
A participant in this network marketing plan has a right to cancel at any time, regardless of reason. Termination must be completed in the Affiliate’s back office. If an Affiliate has a Dining Club Membership, the Affiliate’s Membership shall continue unless the Affiliate cancels his membership be canceled.

11.4 - Non-renewal
An Affiliate may also voluntarily cancel his or her Affiliate Agreement by failing to renew the Agreement on its anniversary date or by failing to pay his/her annual renewal fee. The Company may also elect not to renew an Affiliate's Agreement upon its anniversary date.

SECTION 12 - DEFINITIONS

Active Dining Club Member — A Member who purchases or maintains a GoDine® Dining Club Membership during a particular month.

Active Affiliate — An Affiliate who has signed up, paid their fees and/or renewal annually.

Active Rank — The term “active rank” refers to the current rank of an Affiliate, as determined by the GoDine® Compensation Plan, for a particular pay period. To be considered “active” relative to a particular rank, an Affiliate must meet the criteria set forth in the GoDine® Compensation Plan for his or her respective rank. (See the definition of “Rank” below.)

Affiliated Party - A shareholder, member, partner, manager, trustee, or other parties with any ownership interest in, or management responsibilities for, a Business Entity.

Agreement - The contract between the Company and each Affiliate includes the Affiliate Application and Agreement Terms and Conditions, the GoDine® Policies and Procedures, the GoDine® Compensation Plan, and the Business Entity Addendum (where appropriate), all in their current form and as amended by GoDine® in its sole discretion. These documents are collectively referred to as the “Agreement.”

Starter Kit — A selection of GoDine® training materials and business support literature, and Affiliate replicated website that each new Independent Marketing Affiliate receives.

Cancel — The termination of an Affiliate’s business. Termination may be either voluntary, involuntary, through non-renewal or inactivity.

Downline — Your downline (or downline organization) consists of the Affiliates you personally enroll or sponsor (your first level Affiliates), the Affiliates that first level Affiliates enroll or sponsor, as well as the Affiliates that are subsequently enrolled or sponsored beneath them.

Downline Leg — Each one of the individuals personally enrolled immediately underneath you and their respective marketing organizations represents one “leg” in your marketing organization.

Enroll — The act of introducing a prospective Affiliate to GoDine® and assisting them to execute an Affiliate Application and Agreement and thereby become a GoDine® Affiliate. (Also see the definition of “Sponsor.”) These activities are called “enrolling.”

Enroller — The person who enrolls a prospective Affiliate into GoDine®.

Group Volume — The commissionable value of Memberships purchased by the Members and Affiliates in the downline of a particular Affiliate.

Immediate Household — Spouses, heads-of-household, and dependent family members residing in the same residence.

Level — The layers of downline Members and Affiliates in a particular Affiliate’s downline. This term refers to the relationship of an Affiliate relative to a particular upline Affiliate, determined by the number of Affiliates between them who are related by sponsorship. For example, if A enrolls B, who enrolls C, who enrolls D, who enrolls E, then E is on A’s fourth level.


Official GoDine® Material — Literature, audio or video tapes, websites, and other materials developed, printed, published and/or distributed by GoDine® to Affiliates.

Personal Production — Selling GoDine® Memberships to an end consumer for actual use.

Rank — The “title” that an Affiliate holds pursuant to the GoDine® Compensation Plan. “Title Rank” refers to the highest rank an Affiliate has achieved in the GoDine® compensation plan at any time. “Paid As” rank refers to the rank at which an Affiliate is qualified to earn commissions and bonuses during the current pay period.

Recruit — For purposes of GoDine’s Conflict of Interest Policy (Section 4.11), 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 GoDine® Affiliate or Member to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity.

Replicated Website – A website provided by GoDine® to Affiliates which utilizes website templates developed by GoDine®.

Resalable — Sales aids shall be deemed "resalable" if each of the following elements is satisfied: 1) they are unopened and unused; 2) packaging and labeling has not been altered or damaged; 3) they are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; 4) it is returned to GoDine® within one year from the date of purchase. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be resalable.

Retail Member — An individual who purchases GoDine® Dining club Memberships from or through an Affiliate but who is -- not a participant in the GoDine® compensation plan OR – neither a participant in the GoDine® compensation plan.

Retail Sales – Sales to a Retail Member.

Social Media - 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, chat rooms, Facebook, MySpace, Twitter, LinkedIn, Delicious, and YouTube.

Sponsor — An Affiliate under whom an Enroller places a new Affiliate or Member, and is listed as the Sponsor on the Affiliate or Member Application and Agreement.

Starter Kit — A selection of GoDine® training materials and business support literature, and Affiliate replicated website that each new Independent Marketing Affiliate receives..

Upline — This term refers to the Affiliate or Affiliates above a particular Affiliate in a sponsorship line up to the Company. Conversely stated, it is the line of sponsors that links any particular Affiliate to the Company.


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