CLUB ASTERIA STATEMENT OF POLICIES AND PROCEDURES

CLUB ASTERIA STATEMENT OF POLICIES AND PROCEDURES
Posted on: 27-Apr-2011
INTRODUCTION
1.1 - Policies and Compensation Plan Incorporated into Member Agreement
These Policies and Procedures, in their present form and as amended at the sole discretion of Club-Asteria (hereafter “Club-Asteria” or the “Company”), are incorporated into, and form an integral part of, Club-Asteria’s Member Agreement.  Throughout these Policies, when the term “Agreement” is used, it collectively refers to Club-Asteria’s Member Application and Agreement, these Policies and Procedures, and Club-Asteria’s Compen-sation Program.  These documents are incorporated by reference into Club-Asteria’s Member Agreement (all in their current form and as amended by Club-Asteria).  
1.2 - Changes to the Agreement
Club-Asteria reserves the right to amend the Agreement and its prices in its sole and ab-solute discretion.  By joining Club Asteria the Member accepts the Member Agreement, and agrees to abide by all amendments or modifications that Club-Asteria elects to make.  Amendments shall be effective thirty (30) days after publication of notice that the Agreement has been modified.  Notification of amendments shall be published by one or more of the following methods: (1) posting on the Company’s official Web site; (2) elec-tronic mail (e-mail); (3) inclusion in Company periodicals or (4) special mailings.  The continuation of your membership or a Member’s acceptance of bonuses or referral pay-ments of any kind constitutes acceptance of any and all amendments.
1.3 - Policies and Provisions Severable
If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect.  The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.
1.4 - Waiver  
The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business.  No failure of Club-Asteria to exercise any right or power under the Agreement or to insist upon strict compliance by a Member 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 Club-Asteria’s right to demand exact compliance with the Agreement.  The existence of any claim or cause of action of a Member against Club-Asteria shall not constitute a de-fense to Club-Asteria’s enforcement of any term or provision of the Agreement. 

SECTION 2 - WORKING WITH Club-Asteria 
2.1 - Requirements to Become a Member 
To be an active Club-Asteria Member, each applicant must:
  • Be of the age of majority in his or her country of residence; 
  • Complete the Member Application form as provided on the Club Asteria Join Now section, and acknowledge the Code of Ethics, Terms of Service and Policies and Procedures.
  • Represent the vision and ideals of Club-Asteria, by engaging in personal charitable work and giving, and elevating oneself through business education and personal growth
  • In order to receive payment from Club Asteria each Member must sign up with a payment processor approved by Club Asteria.
  • Submit the appropriate monthly membership fee. 
2.2 -  Member Benefits
Once a Member Application and Agreement has been accepted by Club-Asteria the benefits of the Compensation Program are available to the new Member.  These bene-fits include the right to:
  • Refer others to Club-Asteria for Company products and/or services; 
  • Receive compensation for any such referrals in accordance with the Compensation Program; 
  • Access Company products and services based upon your level of membership.
2.3 - Term and Renewal  
The term of the Member Agreement is month to month. If you fail to pay the appro-priate monthly membership fee, the Member Agreement will be canceled.
SECTION 3 - OPERATING A Club-Asteria Affiliate Business
3.1 - Adherence to the Club-Asteria Compensation Program
Members must adhere to the terms of Club-Asteria’s Compensation Program as set forth in official Club-Asteria literature.  
3.2 - Advertising
3.2.1 - General
All Members shall safeguard and promote the good reputation of Club-Asteria and its services and/or products.  In the marketing and promotion of Club-Asteria, the Compen-sation Program, and Club-Asteria products and/or services Members must avoid all dis-courteous, deceptive, misleading, unethical, illegal or immoral conduct or practices.
In referring others to Club-Asteria, Members must use only official materials produced by Club-Asteria. Accordingly, Members must not produce their own literature, adver-tisements, sales tools and promotional materials, or Internet Web pages, or they will be subject to suspension and/or termination. 
3.2.2 -  Trademarks and Copyrights
Club-Asteria will not allow the use of its trade names, trademarks, designs or symbols by any person, including Club-Asteria Members, without its prior, written permission.  Members may not use or attempt to register any of Club-Asteria’s trade names, trade-marks, service names, service marks, product names, the Company’s name or any deriva-tive thereof, for any Internet domain name.
3.2.3 - Media and Media Inquiries
Members must not attempt to respond to media inquiries regarding Club-Asteria, its products or services.  All inquiries by any type of media must be immediately referred to Club-Asteria’s Marketing Department.  
3.2.4 -  Unsolicited Email
Members shall not use mass email (spam) as a means of promoting Club-Asteria. Members may send email to prospective referral members only if they have a personal or business relationship with such individual or if they have received permission from the recipient to send them an email relating to Club-Asteria’s products, services or program. 
3.2.5 - Unsolicited Faxes
Except as provided in this section, Members may not use or transmit unsolicited faxes or use an automatic telephone dialing system relative to the solicitation of prospective members.  The term “automatic telephone dialing system” means equipment which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator and (b) to dial such numbers.  The term “unsolicited faxes” means the transmission via telephone facsimile of any material or information advertising or promoting Club-Asteria, its products and/or services, its compensation plan or any other aspect of the company which is transmitted to any person, except that these terms do not include a fax or e-mail: (a) to any person with that person’s prior express invitation or permission or (b) to any person with whom the Member has an established business or personal relationship.  The term “established business or personal relationship” means a prior or existing relationship formed by a voluntary two-way communication between a Member and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such Member or (b) a personal or familial relationship that has not been previously terminated by either party. 
3.2.6 - Telephone Book Listings
No Member may place telephone directory display ads using the Club-Asteria name or logo.  Members may not answer the telephone by saying “Club-Asteria” or in any other manner that would lead the caller to believe that he or she has reached the corporate of-fices of Club-Asteria.
3.3 - Business Entities
A corporation, limited liability company, partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a Member by submitting a Member Application. The Business Entity, as well as all of the shareholders, members, partners, trustees or other parties with any ownership interest in, or management responsibilities for, the Business Entity (collectively “Affiliated Party”) are individually, jointly and sev-erally liable for any indebtedness to Club-Asteria, compliance with Club-Asteria’s Poli-cies and Procedures, and other obligations to Club-Asteria.  
3.3.1 - Income Claims
Because Club-Asteria Members do not have the data necessary to comply with the legal requirements for making income claims, a Member, when discussing Club-Asteria’s Compensation Program with a prospective Member, may not make income projections, income claims or disclose his or her Club-Asteria income (including the showing of checks, copies of checks, bank statements or tax records). 
3.4 - Errors or Questions
If a Member has questions about or believes any errors have been made regarding com-missions the Member must notify Club-Asteria in writing within 60 days of the date of the purported error or incident in question.  Club-Asteria will not be responsible for any errors, omissions or problems not reported to the Company within 60 days.
3.5 - Governmental Approval or Endorsement
Government agencies or officials generally do not approve or endorse any affiliate mar-keting companies or programs.  Therefore, Members shall not represent or imply that Club-Asteria or its Compensation Program have been "approved", "endorsed" or other-wise sanctioned by any government agency.
3.6 - Independent Contractor Status
Members are independent contractors and are not purchasers of a franchise or a business opportunity.  The agreement between Club-Asteria and its Members does not create an employer/employee relationship, agency, partnership or joint venture between the Com-pany and the Member. A Member shall not be treated as an employee for his or her ser-vices for any country tax purposes.  All Members are responsible for paying their coun-try’s local and national taxes due from all compensation earned as a Member.  The Mem-ber has no authority (expressed or implied), to bind the Company to any obligation.  Each Member shall establish his or her own goals, hours and methods of promotion, so long as he or she complies with the terms of the Member Agreement, these Policies and Proce-dures and applicable laws.
3.7 - Adherence to Laws and Ordinances
Members shall comply with all local and national laws and regulations of their respective country in the conduct of their businesses.  
3.8 - Actions of Household Members or Affiliated Individuals
If any individual of a Member’s immediate household engages in any activity that, if per-formed by the Member, would violate any provision of the Agreement, such activity will be deemed a violation by the Member and Club-Asteria may take disciplinary action against the Member.  Similarly, if any individual associated in any way with a corpora-tion, partnership, LLC, trust or other entity (collectively “Business Entity”) violates the Agreement, such action(s) will be deemed a violation by the Business Entity and Club-Asteria may take disciplinary action against the Business Entity.  
3.9 - Telemarketing Techniques for the United States Market
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 Club-Asteria does not consider Members to be “telemarketers” in the traditional sense of the word, these government regulations broadly define the term “telemarketer” and “telemar-keting” so that a Member’s inadvertent action of calling someone whose telephone num-ber is listed on the federal “do not call” registry could cause him or her to violate the law.  Moreover, these regulations must not be taken lightly, as they carry significant penalties (up to $11,000.00 per violation).  
Therefore, Members must not engage in telemarketing in the operation of their Club-Asteria affiliate businesses.  The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to market and promote Club-Asteria products or services.  “Cold calls” made to prospective members that promote either Club-Asteria’s products or services or the Club-Asteria Compensation Program constitute telemarketing and are prohibited.  However, a telephone call(s) placed to a prospective member (a “pro-spect”) is permissible under the following situations:            
  • If the Member has an established business relationship with the prospect.  An “es-tablished business relationship” is a relationship between a Member and a pro-spect based on the prospect’s purchase, rental or lease of goods or services from the Member, or a financial transaction between the prospect and the Member, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect’s purchase of a product or service.     
  •  The prospect’s personal inquiry or application regarding a product or service of-fered by the Member within the three (3) months immediately preceding the date of such a call.  
  • If the Member receives written and signed permission from the prospect authoriz-ing the Member to call.  The authorization must specify the telephone number(s) that the Member is authorized to call.      
  • A Member may call family members, personal friends and acquaintances.  An “acquaintance” is someone with whom the Member has at least a recent first-hand relationship within the preceding three (3) months.  Bear in mind, however, that if a Member engages in “card collecting” with everyone he or she meets and subse-quently calls them, the FTC may consider this a form of telemarketing that is not subject to this exemption.   Thus, if a Member engages in calling “acquaintances,” he or she must make such calls on an occasional basis only and not make this a routine practice.       
  • In addition, Members shall not use automatic telephone dialing systems relative to the operation of their Club-Asteria businesses. The term “automatic telephone di-aling system” means equipment that has the capacity to: (a) store or produce tele-phone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers.  
  • Members shall not place or initiate any outbound telephone call to any person that delivers any pre-recorded message (a “robocall”) regarding Club-Asteria products, services or Compensation Program.
3.10 - Back Office Access
Club-Asteria makes an online back office available to its Members.  Back offices provide Members access to confidential and proprietary information that may be used solely and exclusively to promote the development of a Member’s Club-Asteria referral business and to increase sales of Club-Asteria products or services.  However, access to a back office is a privilege, and not a right.  Club-Asteria reserves the right to deny a Member’s access to the back office at its sole discretion.
SECTION 4 - RESPONSIBILITIES OF Members
4.1 - Change of Address, Telephone and E-Mail Addresses
To ensure timely delivery of Company information, it is critically important that Club-Asteria’s files are current.  Electronic mail addresses (e-mail) must be kept up to date at all times as e-mail is the primary mode of communication between Club-Asteria and the Members.  Members must amend their contact information through their Back Office as necessary. 
4.2 - Non-disparagement
Club-Asteria wants to provide its Members with the best products and service in the in-dustry.  Accordingly, we value your constructive criticisms and comments.  All such comments should be submitted in writing to the Member Services Department.  Remem-ber, to best serve you, we must hear from you!  While Club-Asteria welcomes construc-tive input, complaints, negative comments and unflattering remarks made in public or on any online website by Members about the Company, its products, services or compensa-tion program serve no purpose other than to demean our membership organization and to sour the enthusiasm of other Club-Asteria Members.  Members must not disparage, de-mean, make negative remarks about Club-Asteria, other Club-Asteria Members, Club-Asteria’s products, the Compensation Program or Club-Asteria’s directors, officers or employees or make threats to Club Asteria.  At the sole discretion of Club Asteria any violation of this paragraph may result in immediate suspension or termination and forfei-ture of all rights, benefits, Asterio points and cash balances.
4.3 - No Territory Restrictions
There are no exclusive territories granted to anyone.  No franchise fees are required. 

SECTION 5 - BONUSES AND COMMISSIONS
5.1 - Bonus and Commission Qualifications
A Member must be active and in compliance with the Agreement to qualify for bonuses and commissions.  So long as a Member complies with the terms of the Agreement, Club-Asteria shall pay commissions to such Member in accordance with the Compensation Program. The minimum amount for which Club-Asteria will issue payment to a Member is the minimum amount accepted by the respective payment processor selected by the Member.  All payment processor fees are the responsibility of the Members.
5.2 - Adjustments to Bonuses and Commissions  
Members receive bonuses and commissions based on the actual sales of products and services to end consumers.  When a product is returned to Club-Asteria for a refund, the bonuses and commissions attributable to the returned product(s) will be deducted in the month in which the refund is given, and continuing every pay period thereafter until the commission is recovered, from all Members who received bonuses and commissions on the sales of the refunded products.  
SECTION 6 - PRODUCT GUARANTEES and RETURNS 
6.1 - Product Guarantee
Club-Asteria offers all Members a thirty day 100 percent money back guarantee on Membership fees.  If, for any reason, a Member wishes to cancel their Membership, the Member may cancel for a full refund up to $19.95 within thirty days of submitting their Member Application. 
SECTION 7 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
7.1 - Disciplinary Sanctions
Violation of the Agreement, these Policies and Procedures, or any common law duty, in-cluding but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Member that, in the sole discretion of the Company may damage it’s reputation or goodwill, may result, at Club-Asteria’s discretion, in one or more of the following corrective measures:
  • Issuance of a written warning or admonition;
  • Requiring the Member to take immediate corrective measures;
  • Imposition of a fine, which may be withheld from bonus and commission payments;
  • Loss of rights to one or more bonus and commission payment;
  • Withholding all or part of the Member’s bonuses and commissions during the period that Club-Asteria is investigating any conduct allegedly violat-ing the Agreement.  If a Member’s business is canceled for disciplinary reasons, the Member will not be entitled to recover any commissions withheld during the investigation period; 
  • Suspension of the individual’s Member Agreement for one or more pay periods; 
  • Involuntary termination of the offender’s Member Agreement;
  • Suspension and/or termination of the offending Member’s Web site access;
  • Any other measure expressly allowed within any provision of the Agree-ment or which Club-Asteria deems practicable to implement and appropri-ate to equitably resolve injuries caused partially or exclusively by the Member’s policy violation or contractual breach;
  • In situations deemed appropriate by Club-Asteria, the Company may insti-tute legal proceedings for monetary and/or equitable relief.
7.2 - Arbitration
Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  Members waive all rights to trial by jury or to any court.  All arbitration proceedings shall be held in Hong Kong.  There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowl-edgeable in the direct selling industry, selected from the panel that the Hong Kong Arbi-tration Panel provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees.  The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction.  This agreement to arbitration shall survive any termination or expiration of the Agreement.
Notwithstanding the foregoing, nothing in these Policies and Procedures shall prevent Club-Asteria 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 Club-Asteria’s interest prior to, during or follow-ing the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding. 
7.3 - Governing Law, Jurisdiction and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Hong Kong. The Hong Kong arbitration act shall govern all matters relating to arbitration.  The law of Hong Kong shall govern all other matters relating to or arising from the Agreement. 
SECTION 8 - INACTIVITY, RECLASSIFICATION AND CANCELLATION
8.1 - Effect of Cancellation
So long as a Member remains active and complies with the terms of the Member Agree-ment and these Policies and Procedures, Club-Asteria shall pay commissions to such Member in accordance with the Compensation Program.  A Member’s bonuses and commissions constitute the entire consideration for the Member’s efforts in selling prod-ucts and services or referring new members.  Following a Member’s non-payment of his or her membership fee, cancellation for inactivity or voluntary or involuntary cancellation of his or her Member Agreement (all of these methods are collectively referred to as “cancellation”), the former Member shall have no right, title, claim or interest to the members he or she referred, or any commission or bonus from the sales generated by those referrals.  A Member whose membership is cancelled will lose all rights as a Member.  This includes the right to market Club-Asteria products and services and the right to receive future commissions, bonuses or other income resulting from the sales and other activities of the Member’s former referrals.  In the event of cancella-tion, Members agree to waive all rights they may have, including but not limited to property rights, Asterios, Cash Balances, to their former referral members and to any bonuses, commissions or other remuneration derived from the sales and other activities of their former referral members. 
8.2 - Involuntary Cancellation
A Member’s violation of any of the terms of the Agreement, including any amendments that may be made by Club-Asteria in its sole discretion, may result in any of the sanctions listed above, including the involuntary cancellation of his or her Member Agreement.  Cancellation shall be effective on the date on which written notice is mailed, emailed, faxed or delivered by an express courier, to the Member’s last known address, email ad-dress or fax number. 
Club-Asteria reserves the right to terminate all Member 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) modify their methods for paying commissions, promoting and marketing Club-Asteria products and services.
8.3 - Voluntary Cancellation
A Member has a right to cancel their membership at any time, regardless of reason.  Can-cellation must be submitted in writing to the Company at its principal business address. The written notice must include the Member’s signature, printed name, address and Club-Asteria Identification Number.  
8.4 - Non-renewal
A Member may also voluntarily cancel his or her Member Agreement by failing to pay the monthly membership fees.   
Effective Date April 27, 2011