Section 1 – Introduction
The Rules of Conduct (“Rules” or “ROC”) define and establish:
(1) Certain principles to be followed in the development and maintenance of Nebula Infraspace Business.
(2) The rights, duties, and responsibilities of each Distributor/Independent Business Owner.
The terms and conditions of this relationship are set forth in:
(1) The Nebula Infraspace Distributor Contract.
(2) The Business Manual, which include these Rules of Conduct.
(3) Other official Nebula Infraspace literature, publication, notification or communications.
While the Rules primarily define relationships between Nebula Infraspace and Distributors, they also concern relationships among Distributors.
Its objectives are:
- To ensure an equal opportunity for Distributors through ethical and responsible business conduct.
- To protect and build a conducive environment for a long-term and profitable Nebula Infraspace business.
- To promote unity and harmony among Distributors.
- To preserve the benefits of the Nebula Infraspace Sales & Marketing Plan equitably for all Distributors
From time to time, the contents of these documents are changed. Nebula Infraspace will notify the Distributor leadership of such changes. Upon final notification by Nebula Infraspace with respect to those changes presented to the Distributor leadership, such changes will be communicated to Distributors in a timely manner in Nebula Infraspace communication.
In order to preserve the goals and purposes of the Nebula Infraspace Sales and Marketing Plan, Nebula Infraspace reserves to itself the sole right to adopt, amend, modify, supplement, or rescind any or all of these Rules, as necessary.
Section 2 – Definitions
Nebula Infraspace: “Nebula Infraspace” shall mean Nebula Infraspace.
Nebula Infraspace Business: A business, as identified by Nebula Infraspace Distributor Authorization number and the Nebula Infraspace Application for Appointment as an Authorized Distributor of Nebula Infraspace Products Form/s.
Nebula Infraspace Business Kit: The collection of literature, sales aid and other materials that Distributors are required to possess in connection with acceptance by Nebula Infraspace of their application and the Distributor Contract.
Nebula Infraspace Business Policies: Rules and policies set forth in official Nebula Infraspace literature, including the Rules of Conduct and various other policies and bulletins that may be maintained by Nebula Infraspace from time to time which are incorporated by reference into;
(1) The Nebula Infraspace Distributor Contract,
(2) The Business Manual, and
(3) Other official Nebula Infraspace literature or communications.
Nebula Infraspace Business Opportunity: The products, marketing, support and compensation system offered by Nebula Infraspace.
Nebula Infraspace Products: All goods and services, including literature and other support or auxiliary materials, made available by ‘Nebula Infraspace’ to its Distributors.
Nebula Infraspace Compensation Plan (“Plan”): The system used to calculate the Bonus compensation and recognition for Distributors based on product sales as described in the Nebula Infraspace Business Manual and other official Nebula Infraspace literature.
Bonus: The monetary rewards that Nebula Infraspace pays to Distributors in accordance with ‘Nebula Infraspace Compensation Plan.
Business Literature (“BL”): The definition for BL is intended to be interpreted broadly and includes, by way of example, the following; printed materials, audio-video and multimedia productions, internet-based products and services, meetings and other events, and other materials or equipment used to provide information or support the sale of Nebula Infraspace products and services, as well as coupons, vouchers, tickets or standing order/subscriptions programs relating to any of the previously mentioned.
Distributor: An independent contractor who has had his Nebula Infraspace Application Form accepted by Nebula Infraspace.
Distributor Contract: Refers to the Distributor Application along with the incorporated documents that form the terms of the contractual agreement between Distributor and Nebula Infraspace.
Distributor in Good Standing: For the purposes of interpreting and enforcing the Rules of Conduct only, the term “good standing” shall refer to a Distributor who is currently authorized by Nebula Infraspace to hold himself out as a Distributor and whose conduct complies with the letter and spirit of the Rules of Conduct and Nebula Infraspace Business Policies for each market in which a Distributor has a presence; is not engaged in conduct that negatively affects the reputation of Nebula Infraspace, Nebula Infraspace’s affiliates, and its Distributor; is not engaged in conduct that supports or defends the activity of other Distributor which jeopardizes the ongoing nature of an Nebula Infraspace affiliate or otherwise is inconsistent with the other criteria set forth herein; is not engaged in conduct that does not comply with all applicable laws and regulations in each country and whose conduct does not demonstrate cultural sensitivity given market conditions.
Distributorship: A distributorship is another way to describe Nebula Infraspace business, which is identified by a unique Distributor number.
Leg: A Distributor and all downline Distributors from that individual.
Line of Leader or (“LOL”): The structural organization of Distributors established by the contractual relationship that each Distributor has with Nebula Infraspace.
LOL Information: includes all information that discloses or relates to all or part of the structural arrangement of Distributors within the Line of Leadership, including but not limited to Distributor numbers and other Distributor business identification data, Distributor personal contact information, Distributor business performance information, and all information generated or derived there from, in its present or future forms.
Platinum Level: A Distributor who has achieved a certain level of business activity as specified by the Nebula Infraspace Sales and Marketing Plan.
Prospect: A potential Distributor or customer.
Rules of Conduct (“Rules” or “ROC”): Define and establish: (1) certain principles to be followed in the development and maintenance of an Nebula Infraspace Business; and (2) the rights, duties, and responsibilities of each Distributor.
Sponsor: There can be one of three relationships:
Personal Sponsor: A Distributor who introduces and sponsors a Prospect into Nebula Infraspace Business Opportunity;
Section 3 - Becoming a Distributor
3.1 Distributor Form and Business Introduction Kit: To become a duly authorized Distributor capable of selling Nebula Infraspace’s products and services and sponsoring other Distributors, an applicant must apply for authorization from Nebula Infraspace by completing and signing the Distributor Form and possess the Nebula Infraspace Business Kit (Free of cost). The completed Distributor Application must be sent to Nebula Infraspace, and accepted by Nebula Infraspace as authorized in accordance with the provisions of Rule 3.3. No Distributor shall present the Nebula Infraspace Business Opportunity as anything other than a business opportunity available to Indian citizens.
3.2 Husband and Wife Distributor: Individuals who are husband and wife shall, upon acceptance by Nebula Infraspace, be authorized as one Distributorship. A Person whose spouse is an authorized Nebula Infraspace Distributor shall not be eligible to apply as an authorized Distributor of another Distributorship.
3.2.1 Nebula Infraspace may at its sole discretion terminate the Distributorship if Nebula Infraspace is of the opinion (which opinion shall be final) that any act of the Distributor and/or his/her spouse (whether or not the spouse is a registered partner) is found to be in contravention of any of the Rules of Conduct of Nebula Infraspace.
3.2.2 If two Distributors, each of whom owns and operates a Distributorship in different or same Line of Leadership, become married to each other, one Distributorship must be terminated. If either member of the newly married couple has attained the status of Platinum level or above, then the newly married couple may operate both Distributorships, each of which will, however, be operated in its original Line of Leadership. A Distributor getting married like this must notify Nebula Infraspace as soon as possible.
3.2.3 In a husband and wife Distributorship, if a spouse resigns from Nebula Infraspace for any reason pursuant to the Rules of Conduct herein, Nebula Infraspace shall be entitled to terminate the Distributorship of the remaining spouse without assigning any reasons. Nebula Infraspace may however allow the remaining spouse to continue operating the Distributorship in which event the remaining spouse and resigning spouse shall be subject to these Rules of Conduct and to such other terms and conditions which Nebula Infraspace may deem fit to impose.
3.2.4 Husbands with more than one legal wife can elect only one wife for the husband and wife partnership, subject to the appropriate local legislation. Subsequent wives who wish to be Distributors must be sponsored under this husband/wife partnership.
3.3 Requirements: Without limiting Nebula Infraspace’s rights, the following are requirements for becoming a Distributor or renewing a Distributorship:
3.3.1 A Distributor must be at least 18 years of age.
3.3.2 Must not be the spouse of a currently authorized Nebula Infraspace Distributor unless he or she qualifies under 3.2.2.
3.3.3 Must not have been terminated for breach of contract under a previous Distributorship or Distributorship with another Nebula Infraspace affiliate; and
3.3.4 Must comply with Section 6.4 of these Rules of Conduct if the applicant previously operated under a Distributorship that was terminated or expired (and has not been renewed).
3.3.5 Must not be an employee of a direct-selling company at the time of the initial application or during the term of his or her authorization as a Distributor.
3.3.6 Must be an Indian citizen or resident duly authorized by the relevant authority to conduct business in India.
3.3.7 Must not be a person serving an imprisonment sentence or otherwise confined to any correctional institution or have a previous conviction record for an offence relating to production (and/or) trading of counterfeit goods, false advertisement, illegal conduct of business, tax evasion (or) deception of customers, or an offence relating to deceptive appropriation of assets, abuse of trust to appropriate assets (or) unlawful possession of assets.
3.4 Acceptance of Distributor Application or Renewal: Nebula Infraspace reserves the right to accept or reject any Distributor Application. Likewise, Nebula Infraspace reserves the right to refuse any Renewal request and can revoke the Distributorship if a Distributor’s activities have not been in accordance with the Rules of Conduct or if the Distributor is not in Good Standing or has not complied with the requirements of Rule 3.3.
3.5 Rejection of a Distributor: Nebula Infraspace reserves the right to accept or reject any Distributor Application. Likewise, Nebula Infraspace reserves the right to refuse any Renewal request and can revoke the Distributorship if a Distributor’s activities have not been in accordance with the Rules of Conduct or if the Distributor is not in Good Standing or has not complied with the requirements of Rule 3.3.
3.6 Date of Authorization: The date of authorization as Nebula Infraspace Distributor is when the Distributor Form has been processed by Nebula Infraspace.
3.7 Prohibited Sponsoring Practices: A sponsor shall not impose on a Prospect, nor any Distributor, as a condition to receiving from the Sponsor assistance in the development of such person’s Distributorship, such as:
3.7.1 Purchase any specified amount of products or services.
3.7.2 Maintain a specified minimum inventory.
3.7.3 Purchase any non-Nebula Infraspace produced “starter,” “decision,” or other “pack” or “kit”.
3.8 Dormancy Rule: 6 months of inactivity after the completion of the product life time account will get dormant'. The account will be classified as dormant. As soon as any activity is done in the downline or by the distributor the account will get active.
3.9 Termination: A Distributor may terminate the Distributorship at any time by providing Nebula Infraspace with written notice of termination at Nebula Infraspace’ address. Nebula Infraspace may terminate the Distributorship at any time by providing the Distributor with written notice of termination at his/her specific address if he/she fails to comply with the Nebula Infraspace Business Policies, including the Nebula Infraspace Rules of Conduct, the Nebula Infraspace Sales & Marketing Plan and other policies maintained by Nebula Infraspace and which have been incorporated into the Distributor Contract.
3.10 Conspiracy: Inducement to Breach: A Distributor shall not conspire with any other person to breach or induce a breach of any Rules of Conduct or the Nebula Infraspace Business Policies or to induce or attempt to induce another Distributor to breach any of the Rules of Conduct or the Nebula Infraspace Business Policies. Any such activity shall constitute a breach of the Rules of Conduct or the Nebula Infraspace Business Policies.
3.11 Exceeding Scope of Authorization: A Distributor shall not exceed the scope of authorizations granted pursuant to the Distributor Contract. Any such activity shall constitute a breach of the Distributor Contract. This may include any such thing specified by Nebula Infraspace
3.12 Representations and Warranties: A Distributor shall not make any false representation or statement to Nebula Infraspace, nor induce Nebula Infraspace to enter into a Distributor Contract under false pretenses, nor breach any representation or warranties implied in this contract or by law. Any such activity shall constitute a breach of the Rules of Conduct or the Nebula Infraspace Business Policies.
3.13 Multiple Breaches: It is a breach of the Rules of Conduct or the Nebula Infraspace Business Policies for a Distributor to allow any breaches to remain uncorrected following notification from Nebula Infraspace of the existence of the same, or to have multiple simultaneous, serial or repeating breaches of the Rules of Conduct or the Nebula Infraspace Business Policies.
3.14 Zero Tolerance Rule: It is a breach of the Rules of Conduct or the Nebula Infraspace Business Policies for a Distributor to conduct Distributor activities in markets in which he or she is not authorized to conduct business. It is a breach of the Rules of Conduct or the Nebula Infraspace Business Policies to conduct Distributor activities in markets in which Nebula Infraspace are not doing business. Such unauthorized activity may result in, without prejudice to any rights and remedies otherwise available, the immediate suspension of the Distributor’s rights.
3.15 Circumvention of the Rules of Conduct: In case of attempt to circumvent or acting against the intent and spirit of the Rules of Conduct, Nebula Infraspace may at any time take corrective action at its discretion.
3.16 All Distributors shall be subject to the Enforcement Procedure which is set out in the Business Manual provided that Nebula Infraspace expressly reserves the right to terminate, at anytime and with immediate effect, the authorization of a Distributor who shall have provided false information in the Application or who shall have accepted authorization as a Distributor in violation of these Rules or who shall have conducted himself in manner that in Nebula Infraspace’s opinion brings the Nebula Infraspace Sales and Marketing Plan into disrepute.
Section 4 - Responsibilities and Obligations of all Distributors
4.1 Abide by the Nebula Infraspace Business Policies/Amendments/Duty of Good Faith: At all times, Distributor must adhere strictly to the guidelines, procedures and policies stated in the Nebula Infraspace Business Policies of which these Rules of Conduct are a part, in addition to the Nebula Infraspace Sales and Marketing Plan, and, in each case, any amendments made to such from time to time. All Distributors are charged with the duty of good faith and fair dealing under the terms of the Distributor Contract.
4.1.1 Cooperation with Investigations: Distributors shall cooperate in any investigation undertaken by Nebula Infraspace into activities that are potentially in contravention of his or her Distributorship or the Distributorship of another Distributor.
4.2 Cross Group Buying or Selling/ Supplying: No Distributor shall engage in cross-group buying or selling / supplying. “Cross group buying and selling / supplying” occurs when a Distributor sells or supplies Nebula Infraspace distributed or supplied products and/or services to another Distributor who is not personally sponsored and down line of those sponsored, down to the next level.
4.2.1 A Distributor must only purchase Nebula Infraspace products and services and Nebula Infraspace BSM directly from his or her Sponsor, or Nebula Infraspace.
4.2.2 A Distributor must not sell or supply Nebula Infraspace products and services to another Distributor who is not personally sponsored and downline of those sponsored, down to the next Platinum.
4.3 Retail Stores: No Distributor shall permit Nebula Infraspace products or services to be sold or displayed in retail establishments whose main purpose is the sale of products and services to the public, including, but not limited to places like schools, fairs, shops, flea markets, auctions, kiosks, internet web sites or military bases; nor shall he or she permit any Nebula Infraspace products or services to appear in such locations even if the products or services are not for sale. No promotional material related to Nebula Infraspace products or services or Nebula Infraspace literature shall be displayed in retail establishments.
4.3.1 A Distributor who works in or owns a retail store must operate his or her Distributorship separate and apart from the retail store. Such Distributor must secure customers for his/her Nebula Infraspace business in the same manner as Distributor who have no connection with a retail store and otherwise abide by this Rule 4.3.
4.3.2 A Distributor may present the marketing plan of Nebula Infraspace only on the basis of the governing guidelines issued to the company from time to time.
4.4 Truthful and Accurate: No Distributor shall make any offer to sell any Nebula Infraspace products or services which are not accurate and truthful as to price, grade, quality, performance, and availability. Distributor shall not:
4.4.1 Make exaggerated product claims not authorized by Nebula Infraspace with regards to Nebula Infraspace’s products or products distributed by Nebula Infraspace;
4.4.2 In any way whatsoever, represent Nebula Infraspace incorrectly with regard to prices, quality, standards, grades, contents, style or model, place of origin or availability of Nebula Infraspace’s products or products distributed by Nebula Infraspace;
4.4.3 State that Nebula Infraspace’s products or products distributed by Nebula Infraspace are backed, approved, or present any feature as regards to yield, accessories, uses or benefits that they do not have, or
4.4.4 Act or present in any way whatsoever Nebula Infraspace, its products or the products Nebula Infraspace distributes, in a fraudulent manner or promote products that do not belong to Nebula Infraspace as if they did.
4.5 Repackaging: Distributor may not repackage products, change the content of products or otherwise change or alter any of the packaging labels of Nebula Infraspace products or services.
4.6 Free look Period : Whenever a customer wishes & requests to return the product/service purchased, within the stipulated time period, in an untemper / unopened condition, a Distributor shall immediately offer the individual his or her choice of a: (a) full refund; (b) exchange for a like product; or (c) full credit toward the purchase of another product.
4.6.1. Distributors shall advise Nebula Infraspace of any complaint regarding the Satisfaction Guarantee from a customer and provide copies of all correspondence and details of all conversations regarding the complaint as requested if any.
4.6.2. Distributors are not authorized to make any type of offer or compromise or render Nebula Infraspace liable for any complaint or product return.
4.6.3. Distributors will be held strictly liable for claims they make which exceed the terms of the Satisfaction Guarantee and shall indemnify and hold Nebula Infraspace harmless for claims made to that effect.
4.7 Compliance with Applicable Laws, Regulations and Codes: Distributors shall comply with all laws, regulations and codes that apply to the operation of their Distributorship wherever their business may be conducted. Distributors must not conduct any activity that could jeopardize the reputation of the Distributor and/or Nebula Infraspace. Upon request, Distributors shall forthrightly provide any information requested about a Distributor’s activities or any other activities known by the Distributor (even with respect to other Distributors). In all such communications with Nebula Infraspace, the Distributor shall act with absolute candor and good faith.
4.8 Deceptive or Unlawful Trade Practices: No Distributor shall engage in any deceptive or unlawful trade practice.
4.9 Unlawful Business Enterprises or Activities: A Distributor shall not operate any illegal or unlawful business enterprise, engage or participate in any illegal or unlawful business activity.
4.10 Professionalism: A Distributor shall at all times conduct himself or herself in a courteous and considerate manner and shall not engage in any high-pressure tactics, but shall make a fair presentation of Nebula Infraspace products or services, or the Nebula Infraspace Sales and Marketing Plan, when and where appropriate.
4.11 Distributor Relationship: No Distributor shall represent that he or she has any employment relationship with Nebula Infraspace or any of its affiliated companies and/or other Distributor.
4.11.1. Distributors shall not give a false representation as to the nature of the relationship between Nebula Infraspace and its Distributors, or make any representation, except in accordance with the explanation given in the Nebula Infraspace Business Manual and Nebula Infraspace Business Policies or other official literature of Nebula Infraspace. A Distributor is required to indemnify Nebula Infraspace for the cost, damage or prejudice stemming from such false representation, including any legal fees Nebula Infraspace may have incurred.
4.11.2. Distributors shall not imply that they are employees of Nebula Infraspace, nor shall they refer to themselves as “agents,” “managers,” or “company representatives”, nor shall they use such terminology or descriptive phrases on their stationary or other printed materials.
4.11.3. Distributors may not use their business cards to create the impression that they are in an employment relationship with Nebula Infraspace.
4.12 Franchises and Territories: No Distributor shall represent to anyone that there are exclusive franchises or territories available under the Nebula Infraspace Sales & Marketing Plan.
4.13 Other Selling Activities: Distributor may not take advantage of their knowledge of or association with other Distributor, including their knowledge resulting from or relating to the Line of Sponsorship, in order to promote and expand other business ventures. Such conduct constitutes an unwarranted and unreasonable interference with the business contract of other Distributors and Nebula Infraspace.
4.13.1 Distributors shall not solicit, directly or indirectly, other Distributor in order to sell, offer to sell, or promote other products, services, or business opportunities not offered or marketed by Nebula Infraspace. This Rule also applies to investments, securities, and loans, regardless of their source.
4.13.2 Distributors shall not sell, offer to sell, or promote any other business opportunities, products, or services in connection with the Nebula Infraspace Sales and Marketing Plan.
4.14 Interference in another Distributor’s Distributorship; Inducement: It is a breach of the Rules of Conduct or the Nebula Infraspace Business Policies for a Distributor to:
4.14.1 Interfere or attempt to interfere with another Distributor’s Distributorship; or
14.2 Induce or attempt to induce another Distributor to change his/her Line of Sponsorship, to transfer or abandon his/her Distributorship, or to sponsor or not sponsor a particular Prospect; or
4.14.3 To induce or attempt to induce another Distributor to deny training, education, motivation or other support to a downline Distributor; or
4.14.4 To induce or attempt to induce another Distributor to breach any Rules of Conduct or the Nebula Infraspace Business Policies.
4.15 Exporting Nebula Infraspace’s Products: No Distributor may export or import, or sell to others who import or export, Nebula Infraspace’s products from any other country.
4.16 Retail Effort Rule: Nebula Infraspace pays bonuses under the Nebula Infraspace Sales & Marketing Plan based on sales to end consumers. For a Distributor to be entitled to bonuses and/or qualification under the Nebula Infraspace Sales & Marketing Plan, that Distributor’s purchases must be consumed or sold to end consumers within a reasonable period as determined by Nebula Infraspace. Nebula Infraspace reserves the right to deny all qualifications, awards and rewards if in Nebula Infraspace’s judgment, the Distributor’s purchases are not in compliance to this rule. This is to avoid hoarding of products to earn commissions and to protect the integrity of the company.
4.16.1 Nebula Infraspace does not require stock keeping or purchase of inventory. Distributors may not purchase or counsel other Distributors to purchase product for any purpose other than the provision of such product to end consumers.
4.17 Unsolicited E-mail Messages: No Distributor shall send, transmit, or otherwise communicate any unsolicited electronic mail messages in whatever format to persons with whom the Distributor does not have a pre-existing personal or business relationship.
4.18 Fundraising: No Distributor shall use Nebula Infraspace products in conjunction with any type of fundraising activity. Fundraising includes but is not limited to the solicitation for the purchase of Nebula Infraspace products or services based on the representation that all, or some, of the gains, proceeds, bonuses, or profits generated by such sale will benefit a particular group, organization or cause.
4.19 Nebula Infraspace Sales and Marketing Plan Manipulation: No Distributor shall manipulate the Nebula Infraspace Sales and Marketing Plan or award volume in any way which results in the payment of Bonuses or other awards and recognition that have not been earned in accordance with the terms of the Nebula Infraspace Sales and Marketing Plan and/or the Nebula Infraspace Business Manual. In this regard, the strategic and artificial structuring of an Nebula Infraspace Line of Sponsorship for the purpose of depth building, whether or not there are relationships between those who are sponsored and those who sponsor, is considered to be manipulation and an unacceptable business practice. Nebula Infraspace at its sole discretion will determine what constitutes manipulation of the Nebula Infraspace Sales and Marketing Plan.
4.20 Personal/Business Information Update: All Distributors are responsible for communicating any updates or changes to their personal information (e.g., name, address, and telephone numbers, etc.) or business information (e.g., change of business status, etc.) to Nebula Infraspace.
4.21 Proprietary Information: In addition to the provisions contained in Rule 9 of the Rules of Conduct, pertaining to the use of the Nebula Infraspace trade name, trademarks and copyrighted materials, Nebula Infraspace’s confidential and proprietary business information including, by way of example and not limitation, Line of Sponsorship information (i.e., information compiled by Nebula Infraspace that discloses or relates to all or part of the specific arrangement of sponsorship within the Nebula Infraspace business, including, without limitation, Distributor lists, sponsorship trees, and all Distributors or Nebula Infraspace business information generated there from, in its present and future forms), business information, manufacturing and product development, business plans, and Distributor sales, earnings and other financial information, etc., constitute commercially advantageous, unique, and proprietary trade secret and business secrets of Nebula Infraspace which it keeps proprietary and confidential and treats as a trade secret and business secret and constitute “Proprietary Information” subject to the Distributor Contract.
4.21.1 Nebula Infraspace is the exclusive owner of all Proprietary Information, which is derived, compiled, configured, and maintained by Nebula Infraspace. The Distributor acknowledges all proprietary information is owned by Nebula Infraspace through the considerable expenditure of time effort and resources.
4.21.2 Distributors are granted a personal, non-exclusive, non-transferable and revocable right by Nebula Infraspace to use Proprietary Information only as necessary to facilitate their Nebula Infraspace Business as contemplated under the Rules of Conduct including, for example, the Confidentiality Policy and other terms and conditions of the Distributor Contract. Nebula Infraspace reserves the right to deny or revoke this right, upon reasonable notice to the Distributor stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of Nebula Infraspace, such is necessary to protect the confidentiality or value of Proprietary Information.
4.21.3 All Distributors shall maintain Proprietary Information in strictest confidence, and shall take all reasonable steps and appropriate measures to safeguard Proprietary Information and maintain the confidentiality.
4.21.4 A Distributor shall not compile, organize, access, create lists of, or otherwise use or disclose Proprietary Information except as authorized by Nebula Infraspace. A Distributor shall not disclose Proprietary Information to any third party, or use Proprietary Information in connection with any other businesses.
4.21.5 Use or disclosure of Proprietary Information, other than as authorized by Nebula Infraspace, shall cause significant and irreparable harm to Nebula Infraspace, and Nebula Infraspace may claim appropriate, compensation for damages as well as demand a Distributor refrain from the harmful conduct as well as seek any other remedies under applicable laws.
4.21.6 In case of disclosure of the Proprietary Information, voluntary or not, by a Distributor to any third person, the Distributor should immediately notify Nebula Infraspace about that fact and take the necessary measures in order to (a) prevent further disclosure by such third party and (b) oblige such third party to sign a confidentiality and non-disclosure agreement for the benefit of Nebula Infraspace and under no less stringent terms that those provided within this Rule 4.22.
4.21.7 A Distributor shall promptly return any and all Proprietary Information or any copy of same to Nebula Infraspace upon resignation, expiration, failure to renew, denial of extension or termination of his or her Distributorship and shall refrain from any further use.
4.21.8 The confidentiality obligations set out in this Rule 4.22 shall survive during the term of the Distributor Contract as well as after the date of its expiration or termination by any cause.
4.22 Presentation Rules
The content of the presentations which include or support the promotion of the retailing of Nebula Infraspace™ products and services, or the Nebula Infraspace Sales and Marketing Plan, must otherwise be in accordance with the following:
4.22.1 Distributors shall not:
a. exaggerate income representations by relating it to or incorporating it with other income and suggesting that it is the result of building the Nebula Infraspace business;
b. substitute group or non-Nebula Infraspace organizational identity for the Nebula Infraspace business. The Nebula Infraspace business must always be clearly identified without any ambiguity to the participants during the course of the presentation;
c. advocate, imply or give the impression that success can be achieved through promoting personal consumption with no requirement to sell or promote inappropriate product usage and/or claims;
d. promote one’s Line of Sponsorship, affiliation or group in any manner that will give rise to or likely to give rise to resentment by or cause any detriment to others;
e. misrepresent whether directly or indirectly and by whatever means the relationship of the Distributor to Nebula Infraspace.
f. promote any other business opportunity other than Nebula Infraspace Business or solicit any participants to attend meetings for the purpose of presenting another business opportunity at any time; or
g. use the meeting as a platform to promote or advocate religious, political and/or personal social beliefs
4.22.2 Personal reflections on the following are not appropriate:
a. social and cultural issues;
b. preferences regarding specific political views, parties, candidates or elected officials.
4.22.3 Discussions must only relate to ethics and positive attitudes that will assist and encourage the Distributor’s and Nebula Infraspace’s products, services and business
4.22.4 Income representations, whether direct or implied, must reflect a realistic income potential from participation in the Nebula Infraspace Sales & Marketing Plan
4.23 Activity Outside India is not permitted at this time.
Section 5 - Responsibilities and Obligations of all Sponsors
5.1 Duties and Responsibilities of Sponsors: A Distributor who engages in sponsoring activity or who sponsors a Distributor shall:
5.1.1 Sell to the sponsored Distributor an unaltered Nebula Infraspace Business Kit, and inform him/her of the applicable time period in which to return the Kit for a refund.
5.1.2 Be in compliance with the Distributor Contract and meet all requirements as set forth in the Distributor Contract including Nebula Infraspace Business Policies.
5.1.3 Train and motivate the sponsored Distributor in accordance with Nebula Infraspace Business Policies, or cooperate with the upline level to ensure that this training and motivation occurs.
5.1.4 Ensure that the Distributor whom they have personally sponsored and downline of those sponsored, to the next Platinum, fully comply with the Nebula Infraspace Rules of Conduct and the terms of the Distributor Contract including the Nebula Infraspace Business Policies, and all applicable laws and regulations.
5.1.5 Encourage Distributors whom they have personally sponsored and downline of those sponsored, to the next Platinum, to attend official Nebula Infraspace meetings and functions.
5.1.6 Explain the responsibilities and obligations of a Distributor under the Distributor Contract, including the Nebula Infraspace Business Policies and instruct the sponsored Distributor on how to operate a Distributorship in accordance with the Nebula Infraspace Business Policies, in addition to the Nebula Infraspace Business Manual and other official Nebula Infraspace literature.
5.1.7 Support and comply with the Rules of Conduct and educate and assure that other Distributors whom they have personally sponsored and downline of those sponsored, to the next Platinum do the same
5.1.8 Protect the sponsorship rights of each Distributor whom they have personally sponsored and downline of those sponsored, to the next Platinum.
6. Non-Compete/ Non-Solicitation:
A Distributor shall not, for a period of 6 months after the termination of his/her contract of Distributorship with Nebula Infraspace, engage in or carry on any business or service, either directly or indirectly, which may be considered to be in competition with or similar to the businesses of Nebula Infraspace, whether for his/her own account, or for the account of any other person in Malaysia and Brunei, using or exploiting any confidential information belonging to Nebula Infraspace, its customers or distributors. Confidential information includes the proprietary information under Rule 4.22, but is not limited to: Nebula Infraspace's Line of Sponsorship information, Nebula Infraspace's Sales and Marketing Plan, marketing strategies, technology, know-how, customer lists and contacts, distributor lists and contacts, customer portfolios, costs of production and marketing, product costs, prices, quoted prices, specific needs and requirements of customers and suppliers, status of all on-going negotiations with customers, price lists, and any other information which by its nature could be considered to be confidential.
A Distributor shall not, during the existence of his/her contract of Distributorship with Nebula Infraspace, and for a period of 12 months after the termination of his/her contract of Distributorship with Nebula Infraspace, whether for his/her own account, or for the account of any other person in Malaysia and Brunei, solicit, induce, attempt to solicit, attempt to induce, or otherwise entice away from Nebula Infraspace, Furthermore, a Distributor shall not use or exploit Nebula Infraspace's confidential and proprietary information which includes but is not limited to Nebula Infraspace's Line of Sponsorship information, Nebula Infraspace's sales and marketing plan, marketing strategies, technology, know-how, customer lists and contacts, distributor lists and contacts, customer portfolios, costs of production and marketing, product costs, prices, quoted prices, specific needs and requirements of customers and suppliers, status of all on-going negotiations with customers, price lists, and any other information which by its nature could be considered to be confidential.
Section 7 - Presentation of the Nebula Infraspace Sales and Marketing Plan
7.1 Must not Give False Impression: When inviting a prospect to hear a presentation of the Nebula Infraspace Sales and Marketing Plan, a Distributor shall neither directly or indirectly:
7.1.1 Give the impression that the Nebula Infraspace Sales and Marketing Plan relates to an employment opportunity (in accordance with Rule 4.11);
7.1.2 Imply that the invitation is to a social event;
7.1.3 Disguise the invitation as a “market survey;”
7.1.4 Promote the event as a “tax seminar;” as stated in Rule 8.3.3;
7.1.5 Promote the Nebula Infraspace Business Opportunity as a business relationship with a person, company, or organization other than Nebula Infraspace as stated in Rule 4.23.1 sub point (e) above;
7.1.6 Directly or indirectly indicate that such products are merely one line of products distributed through or as a part of a brokerage, consignment, or intermediary business operated by a person, company or organization other than Nebula Infraspace;
7.1.7 Directly or indirectly indicate that the Nebula Infraspace Business Opportunity, Distributor or products and services merchandised through Nebula Infraspace are part of any business other than the Nebula Infraspace Business Opportunity as defined in the Rules of Conduct and other official Nebula Infraspace literature;
7.1.8 Fail to affirmatively indicate in connection with such invitation the true nature of such presentation and that the presentation is about the Nebula Infraspace Sales and Marketing Plan and the Nebula Infraspace Business Opportunity; or
7.1.9 Engage in any other direct or indirect misrepresentation of the Nebula Infraspace Business Opportunity and the Distributor’s relationship to Nebula Infraspace and the nature of this the Nebula Infraspace Business, or omit any information that a person receiving such an invitation or attending or otherwise participating in such a presentation or event could reasonably be expected to need in order to properly evaluate the Nebula Infraspace Business Opportunity, Nebula Infraspace products and services.
7.1.10 Or in any other way violate Rule 4.23 above.
7.2 First Contact with Prospects: It is a breach of the Rules of Conduct or the Nebula Infraspace Business Policies for a Distributor to mislead or fail to inform a Prospect Distributor the nature of the Distributor activities and, therefore, at the first contact with Prospects, a Distributor must:
7.2.1 Introduce himself/herself by name;
7.2.2 Truthfully and honestly represent the Nebula Infraspace Sales and Marketing Plan, its products and/or services;
7.2.3 Truthfully and honestly respond with full transparency and candor to any questions that the Prospect has concerning the Nebula Infraspace Business Opportunity, Nebula Infraspace products and services, the Distributor or Nebula Infraspace.
7.3 Sponsorship Ethics: In seeking participation of a prospect in the Nebula Infraspace Sales and Marketing Plan, the sponsoring Distributor must comply with Rule 4.23 above as well as the following:
7.3.1 Must not say that a successful Distributorship can be built in the form of a “wholesale buying club”, where the only products bought and sold are those transferred to other Distributors for their personal use.
7.3.2 Must not say that there is no requirement for the retail sale or marketing of products by Distributors.
7.3.3 Must not promote the enjoyment of tax benefits as the best or principal reason for becoming a Distributor.
7.3.4 Must not say that the business is a “get-rich-quick” opportunity in which it is easy to achieve success with little or no expenditure of effort or time. In the event that another Distributor is used as an example for success, that Distributors success must be verifiable and substantiated.
7.3.5 Must not use any broadcast communication methods including mass mailings, telemarketing, national or advertising, radio, television, facsimile services, computer communication networks including the Internet, or any other means by which personal contact is not present to secure Clients or to solicit the sale of products.
7.3.6 A Distributor must not misrepresent the relationship between Nebula Infraspace and any other company affiliated with Nebula Infraspace.
7.4 No Exclusive Territories: No Distributor shall represent that there are exclusive territories available. It is a breach of the terms of Distributorship to make such a representation.
7.5 No Obligation to Purchase: A Distributor shall not require a Prospect to purchase products and/or services and/or that a deposit is required in order to participate, nor that there is a fee under the form of a training course, seminar, social event or similar activity in order to have the right to participate, except for the Nebula Infraspace Business Kit. It is a breach of the terms of Distributorship to make such a representation.
Section 8 - Use of the Nebula Infraspace Trade Name, Trademarks and Copyrighted Materials
This rule has been developed to maintain the integrity of Nebula Infraspace’s intellectual property and to ensure that the NEBULA INFRASPACE brand will be available exclusively for the Nebula Infraspace Business. In addition, Nebula Infraspace has implemented a corporate identity program that requires the correct and consistent use of the Nebula Infraspace corporate logo, no matter where it appears. Therefore, no alterations to the approved logotype are allowed. Upon request, Nebula Infraspace will provide an example of the approved logotype and color specifications.
8.1 Misuse and Misappropriation: Distributors shall not misuse or misappropriate Nebula Infraspace’s trademarks or other intellectual property or proprietary information. It is a breach of the Distributor Contract for a Distributor to use any trademarks or other intellectual property or proprietary information belonging to or licensed to Nebula Infraspace except in accordance with the applicable terms, conditions and procedures set forth in the Distributor Contract, including the Nebula Infraspace Rules and Policies.
8.1.1 Each Distributor acknowledges and agrees that Nebula Infraspace is the licensee of certain trademarks including, e.g., logos, service marks and other intellectual property and industrial property, including the name NEBULA INFRASPACE, and various trademarks, trade names and service marks used in connection with Nebula Infraspace products and services, and the various designs or labels.
8.1.2 Distributors shall not use, in connection with his/her Nebula Infraspace Business or any other business (including but not limited to, any business vehicle, office, phone listings, premises, or stationery) and/or on or in connection with any products, the NEBULA INFRASPACE name, or trademarks, service marks or other intellectual property belonging or licensed to Nebula Infraspace without the prior written consent of Nebula Infraspace and subject always to any conditions attached to such use except as otherwise provided herein. Nebula Infraspace reserves the right to withdraw its consent at its absolute discretion.
8.2 Imprinted banners/signs for Meetings/Events: If an Distributor is at the Platinum level or above, and desires to conduct a meeting or event in which the Nebula Infraspace name will be displayed in public, the Distributor must first obtain prior written approval from Nebula Infraspace for such use of the Nebula Infraspace name (A public meeting is one where prospects may attend). The Distributor shall provide a written request to Nebula Infraspace for each meeting; such request shall include a description of the proposed banners/signs, their size, materials to be used for banner/signs and location.
8.2.1 Distributors must not produce or obtain any printed products from any source other than Nebula Infraspace which bears the Nebula Infraspace name, trademark, logo or trade name without written permission. Such permissions must be renewed for each Event/Meeting.
8.2.2 Nebula Infraspace reserves the right at all times to withdraw permission to display the Nebula Infraspace name if standards stated are not met, of which Nebula Infraspace shall be the sole judge.
8.3 Imprinted Checks and Business Cards: Provided that a Distributor is otherwise in full compliance with the Rules of Conduct and all other provisions of the Distributor Contract, a Distributor may use the NEBULA INFRASPACE name (but not the NEBULA INFRASPACE trademark, logo or any other trademarks, trade names, or service marks belonging to or licensed to Nebula Infraspace), on his imprinted checks and business cards provided that name is used in one of the following ways with no deviation:
8.3.1 Authorization for use of the Nebula Infraspace name on Distributor business cards/checks must be requested in writing to Nebula Infraspace’s Sales departments. This request will be reviewed by Nebula Infraspace prior to approval.
8.3.2 Any written approval for the use of the Nebula Infraspace name on checks and/or business cards must be renewed annually. No Distributor may refer to himself/herself other than as a Distributor on the checks/business cards.
8.3.3 A Distributor may not promote any other activities unrelated to the Nebula Infraspace business on their imprinted checks and business cards, including but not limited to, the placement of information, trademarks, trade names, logos or service marks relative to any training or education company, system or program the Distributor owns, controls or participates in.
8.4 Promotional Literature, Stationery, Premiums, etc.: Distributors shall not produce or procure from a source other than Nebula Infraspace any item bearing the Nebula Infraspace name or logo or any trademarks, trade names or service marks belonging to or licensed to Nebula Infraspace.
8.5 Use of Internet/Website:
8.5.1 Distributors may create a personal home page to provide and share information on their business and themselves with friends and downlines.
8.5.2 Distributors at their own cost may purchase hardware or software for computers, subscribe to the Internet service provider and maintain the site at their own cost.
8.5.3 Distributors web site must be pass code protected. Such pass codes must not be easily determined by uninvited individuals seeking entrance.
8.5.4 Use of the web site or any broadcast communication methods, including mass mailing, telemarketing, national or advertising through radio, television, facsimile services, computer communications network or any other means by which person to person contact is not present, as a channel for the dissemination of mass communication or information whether in graphic, printed or audible form with the purpose of offering business opportunities, securing customers, selling or to promote the sales of products, or the sales or offer for sale of business support materials by Distributor is prohibited.
8.5.5 Distributors are prohibited from using the web site for sending, transmitting or otherwise communicating of any unsolicited e-mail messages to persons with whom the Distributor does not have a pre-existing personal or business relationship.
8.5.6 Web site content must comply with Nebula Infraspace’s and must contain a privacy statement that is consistent with local laws.
8.5.7 Web sites are not to be used for the offer or sales of products and are to be operated and maintained in compliance with Indian laws, regulations and codes and there shall be no unauthorized use of intellectual property rights of others.
8.5.8 Distributors shall provide and register with Nebula Infraspace their web site access pass code. Nebula Infraspace shall have right of access to Distributors web sites and any contents deemed inappropriate by Nebula Infraspace must be changed whether by way of editing, deletion or addition if Nebula Infraspace so directs.
8.5.9 Meta tags of any kind are not permitted.
8.5.10 E-mail addresses are permitted but such e-mail addresses must not appear in the home page.
8.5.11 A prospective Distributors shall not be required as a condition to becoming a new Distributor or any currently authorized Distributor shall not be required as a condition to receiving assistance in the development of his/her business from his/her Sponsor, to purchase hardware or software for computers, subscribe to an Internet service provider or establish a web site.
8.5.12 Distributors shall not without the written consent of Nebula Infraspace use Nebula Infraspace’s intellectual property including trade or service marks or any variations likely to cause confusion with Nebula Infraspace’s trade or service marks in their web site addresses or e-mail addresses including a meta tag or other site locator.
8.5.13 Distributor shall not make any representations in their web sites that expressly or imply in any manner to guarantee success in any aspect of the Nebula Infraspace Business Opportunity.
9.1 Death and Inheritance: Upon the death of an Distributor, the Distributor’s interest in the Distributorship may be passed on to a relative or other designated person, subject to the laws on succession and Nebula Infraspace’s acceptance of the assignment of the Distributorship pursuant to Rule 3. Therefore, the original Distributor must make proper arrangements during their lifetime for the orderly and legal transfers of ownership of their Distributorship to their heirs. This is to ensure that downline Distributors will continue to receive proper service, training and motivation. In the event that the heirs do not take steps to take over the Distributorship, the Distributorship may be deemed abandoned in accordance with 13.1. When a Distributorship is deemed abandoned, the heirs shall have no further rights in the Distributorship. Nebula Infraspace may then move up the Line of Sponsorship to the next qualified sponsor unless such a movement increases the number of 21% legs of the upline sponsor in which case the Distributorship shall be designated as a placeholder.
Section 10 - Breach of Contract; Procedures
10.1.1 Investigation: When Nebula Infraspace believes that a breach of the Rules of Conduct or the Nebula Infraspace Business Policies has occurred, will occur, or is threatened to occur, Nebula Infraspace may investigate the activity of the Distributor at issue. Nebula Infraspace may undertake this investigation on its own initiative or when requested by another Distributor who has submitted a written complaint to Nebula Infraspace as provided in Rule 10.1.2..
10.1.2 Complaints by Distributor: A Distributor who believes that another Distributor has breached the Nebula Infraspace Business Policies and/or the Rules of Conduct, or who has personal knowledge of the activities leading to such alleged breach, shall notify Nebula Infraspace in writing of the alleged breach and all facts connected with it. A copy of this notification shall be provided either by the Distributor or Nebula Infraspace to the Distributor’s Upline Platinum.
10.1.2.1 On receiving this notice Nebula Infraspace will notify the appropriate Distributor of the complaint and request an immediate response.
10.1.2.2 If the complaint and response do not contain sufficient facts upon which to make a decision, additional information may be requested from any party by Nebula Infraspace.
10.1.2.3 When Nebula Infraspace believes that it has sufficient information regarding the facts and circumstances relevant to the complaint, Nebula Infraspace will decide whether there has been a violation of the Nebula Infraspace Business Policies or other breach of the Rules of Conduct and will take appropriate action in accordance with Rule 12.
10.1.3 Notification of Action.
10.1.3.1 Nebula Infraspace will forward a decision letter to the violating Distributor, as well as the Sponsor and the first upline Platinum Distributor of the sanctioned Distributor. The decision letter will list the specific complaint(s), outline the corrective action to be taken and, if appropriate, set a time limit for the Distributor to comply.
10.1.3.2 Any notice shall:
10.1.3.2.1 Be mailed, e-mailed or faxed or sent by registered mail or other confirmable method allowable by law to the address or fax that Nebula Infraspace has on record for the Distributor. Claim of failure of a Distributor to receive a notice shall not delay the action by Nebula Infraspace; and
10.1.3.2.2 If applicable, state the Section(s) of the Rules of Conduct or other provisions of the Distributor Contract violated or breached by the Distributor; and
10.1.3.2.3 State the date of which any such action shall become effective; and
10.1.3.2.4 If applicable, advise the Distributor of his/her opportunity to seek Review of Nebula Infraspace's decision by the Review Panel.
10.1.4 Review Panel: At Nebula Infraspace’s discretion and if the Distributor does not agree with the actions taken by Nebula Infraspace, then the Distributor may request a review by the Review Panel, consisting of appropriate personnel and corporate staff from the world headquarters of Nebula Infraspace.
10.1.4.1 Procedure for Filing an Appeal for Review: The request for review must be in writing and may be accompanied by documents supporting this request. The request must be filed within the time period specified in the decision letter and is to be addressed to Nebula Infraspace 705, Shivalik Abaise, Prahladnagar, Ahmedabad 380015, Gujarat the attention of Administrator, India conduct . Alternatively, you may forward your appeal request toNebula Infraspace (Add your own email ID) . If the request is filed after the time limit, the request will be denied and the Distributor will be notified thast his/her request has been dismissed.
Waiver of Claims: A Distributor waives any and all claims against Nebula Infraspace arising out of or in respect to any action that Nebula Infraspace takes under the Distributorship and/or this Rule. A Distributor who is terminated, de-sponsored or has other action taken as a result of a violation of the Rules of Conduct or the Nebula Infraspace Business Policies shall have no claim against Nebula Infraspace arising out of or with respect to the termination or de-sponsorship.
Section 11- Breach of Contract; Sanctions
11.1 Sanctions: In the event Nebula Infraspace at it sole discretion determines that there has been a breach of the Rules of Conduct or the Nebula Infraspace Business Policies by a Distributor, Nebula Infraspace may take one or more of the following actions:
11.1.1 Terminate the Distributorship by providing the Distributor with a written notice of termination at his/her specified address or by some other suitable or electronic means or as allowed by law; or
11.1.2 Require the Distributor to attend training; or
11.1.3 Suspend specific authorizations under the Distributorship, such as by way of example and without limitation, the Distributor opportunity to Sponsor, to purchase or sell Nebula Infraspace products and services, or to conduct similar activities associated with the Nebula Infraspace Business;
11.1.4 Remove the Distributor as a Sponsor of any downline Distributor also called “de-sponsoring” and/or restrict the Distributor’s authority to Sponsor others;
11.1.5 Require refund of Nebula Infraspace Bonus;
11.1.6 Remove any qualification and require return of any objects evidencing such qualification (by way of example and not limitation, such as pins, certificates, etc.); or
11.1.7 Require written acknowledgement of the breach(es) and an undertaking not to breach the Distributor Contract in the future; or
11.1.8 Take any action short of termination of the Distributorship as may be permissible under applicable law and appropriate in Nebula Infraspace’s sole discretion to address the specific breach(es);
11.2 No Waiver: The failure of Nebula Infraspace to take any action upon learning of a breach or potential breach shall not constitute a waiver of Nebula Infraspace’s rights to assert such a breach in the future. The failure of a Distributor to take any action upon learning of a breach shall not constitute a waiver of any other rights or remedies that may be available under applicable law.
11.3 Suspension: Nebula Infraspace reserves the right to determine the specific terms of each Suspension on a case by case basis. In the event of any breach of contract by a Distributor, Nebula Infraspace may take action to suspend some or all of the Distributor’s privileges under the Distributorship, including but not limited to:
11.3.1 Withholding Bonus for payment of higher award monies pending final resolution of the matter; and/or
11.3.2 Suspending authorization to conduct sponsoring activity (sponsoring, recruiting meetings, training sessions, home presentations, etc.); and/or
11.3.3 Suspend invitations to company-sponsored seminars, trips and events; and/or
11.3.4 Conduct reorientation and retraining meetings; and/or
11.3.5 Require that Distributor provide Nebula Infraspace with recordings of their Nebula Infraspace Sales and Marketing Plan presentations.
11.4 Actions on Termination: Upon termination for any cause whatsoever, the Distributor shall:
11.4.1 Case to identify himself/herself as a Distributor.
Section 12 - Disposition of Terminated or Non-Renewed Distributorship
12.1 Abandonment: When a Distributorship is terminated or not renewed, the Distributorship is considered abandoned, and the signatory to the Distributor Contract shall have no further rights in the Distributorship. Nebula Infraspace may Assign or Dissolve the Distributorship, pursuant to Rule the right to operate an Nebula Infraspace business in the former Distributor’s position in the Line of Sponsorship to another Distributor, or may remove such position in the Line of Sponsorship, in its sole discretion. In exercising its prerogative hereunder, Nebula Infraspace may elect to employ one of the following methods or any other method permissible by law, and may unilaterally modify and amend the Distributorship of any affected Distributor to change their Sponsor and the Line of Sponsorship as may be necessary to implement such decision:
12.1.2 Dissolution of Distributorship. If Nebula Infraspace so elects, the Sponsor of the former Distributor in the Line of Sponsorship may undertake the obligations of the former Distributor and assume the role of Sponsor for all Distributors who had been personally Sponsored by the former Distributor.
12.2 No Limitation on Nebula Infraspace: Nebula Infraspace, however, is in no way limited to any of the above methods of disposition of Nebula Infraspace business and may exercise complete discretion as to methods and/or timing of disposition.