Chapter 13: UnFranchise Owner's Rights and Obligations

Explains the rights and obligations of UnFranchise Owners in accordance with applicable regulations in Indonesia.

SECTION 1     INTELLECTUAL PROPERTY RIGHTS, TRADE SECRETS AND CONFIDENTIAL INFORMATION

  1. UnFranchise® Owner Responsibilities: UnFranchise Owners may be given access to certain confidential information, reports and materials regarding Market Indonesia businesses, including but not limited to UnFranchise Owner lists, UnFranchise Owner and customer contact information, UnFranchise Owner financial data, personal sales and/or GBV of UnFranchise Owners, linkages and/or network information, GMTSS, Market Indonesia voice messaging system, and business development and marketing materials (in print, online, social media, film, magnetic media produced by sound recordings or other tangible materials having a copyright and/or trademark/other form, whether the media or brand is registered or in the process of being registered). The foregoing is collectively referred to as “Proprietary and Confidential Information.” All Proprietary and Confidential Information belongs solely and exclusively to Market Indonesia and its affiliates and constitutes its trade secrets. UnFranchise Owners have no claim, right or ownership to any Proprietary and Confidential Information. Proprietary and Confidential Information is provided to UnFranchise Owners in the strictest confidence and for the sole purpose of helping build and develop their Market Indonesia business.

    To protect Proprietary and Confidential Information, UnFranchise Owners may not, on their behalf or on behalf of any other person or entity, directly or indirectly:

    1. Disclose or disseminating Proprietary and Confidential Information to any other person or entity.

    2. Provide access to any password-protected portions of the Market Indonesia website and related social media pages containing Proprietary and Confidential Information to any other person or entity.

    3. Use Proprietary and Confidential Information for any purpose other than the conduct and promotion of your Market Indonesia business, including but not limited to recruiting UnFranchise Owners for any competing company.

    4. Using Proprietary and Confidential Information to attempt to influence or induce UnFranchise Owners, customers or employees of Market Indonesia to terminate or change their business relationship with Market Indonesia.

    5. Reproduce Proprietary and Confidential Information in whole or in part for any UnFranchise Owner or anyone else except as permitted in writing by Market Indonesia to ensure the quality, integrity and service of this valuable business asset remains protected.

    Upon termination or cancellation of the IUA&A, the UnFranchise Owner must return all Proprietary and Confidential Information in its entirety to Market Indonesia.

  2. UnFranchise Owner liability for breach of confidentiality by agent: UnFranchise Owners may choose to employ one or more employees, agents, consultants and/or other parties to assist them in running their Market Indonesia business. An UnFranchise Owner will be fully responsible and liable to Market Indonesia (or to a Preferred Customer or UnFranchise Owner) for any violation or misuse of Proprietary and Confidential Information by the UnFranchise Owner or their agents. Therefore, Market Indonesia strongly recommends that UnFranchise Owners with an agent require the agent to sign a binding Ownership and Confidentiality Agreement before disclosing any Proprietary and Confidential Information to the agent.

    An UnFranchise Owner will indemnify and hold harmless Market Indonesia, its owners, shareholders, officers, agents, representatives and employees from and against any and all liabilities arising from any breach of confidentiality made by the UnFranchise Owner or any agent of the UnFranchise Owner.

SECTION 2     INDEMNIFICATION OF MARKET INDONESIAN

Each UnFranchise Owner agrees to indemnify and hold harmless Market Indonesia, its officers, agents and directors against any claims, demands, liabilities, losses, costs or expenses, including but not limited to attorney's fees arising or alleged to arise in connection with that Independent UnFranchise® Owner’s business.

SECTION 3     SUPPLIER/MANUFACTURER INFORMATION

UnFranchise Owners are prohibited from communicating, including via telephone calls, emails, etc., directly with Market Indonesia factories, suppliers or manufacturers without written permission from Market Indonesia (the only exception is contacts provided at corporate-sponsored events).

  1. Supplier contact/communication: UnFranchise Owners may not, under any circumstances, arrange for Market Indonesia manufacturers, suppliers or vendors to attend or speak at meetings or conduct product training.

    1. Market Indonesia will make all arrangements, and only Market Indonesia will book such agreements (i.e., training) periodically.

    2. Violation of this policy is grounds for immediate termination.

  2. Product information: Additional product information, as needed, can be obtained simply by contacting the Market Indonesia Product Information Department.

  3. Prohibition of accepting benefits from suppliers/factories: UnFranchise Owners are not permitted to accept commissions, free or discounted products, bonuses, or other benefits from current or prospective vendors, manufacturers or suppliers to Market Indonesia, including for arranging contact between Market Indonesia and vendors, manufacturers or suppliers.

SECTION 4     MARKET INDONESIAN SUCCESS PARTNERS (MAPS)

MAPS is designed to ensure accountability of upline leadership in fulfilling their responsibilities in managing, training and supporting their downline organizations. This is accomplished by providing a structured program to monitor upline responses to their downline UnFranchise Owner requests for assistance, particularly in the area of the Management Performance Compensation Plan (MPCP) and personnel issues related to the UnFranchise Owner that must be handled by upline leadership in the field.

  1. Initial reference: UnFranchise Owners will be referred to their upline leadership whenever they call or contact Market Indonesia with any of the following:

    1. Issues or questions that must be addressed in training either by sponsors or upline leaders, especially related to the MPCP.

    2. Issues that are clearly stipulated in the latest edition of the Market Indonesia UnFranchise Manual or otherwise accepted as expressly established Market Indonesia policies and procedures.

    3. Issues regarding an UnFranchise Owner in one's organization.

  2. Application of upline leadership: UnFranchise Owners are considered upline leaders if they are active in the business (meet minimum activity requirements) and have achieved the rank of Executive Coordinator or higher. UnFranchise Owners who are referred to their upline leader through MAPS will be instructed to call the first active upline Executive Coordinator for assistance.

  3. Upline leadership response time: Once an UnFranchise Owner has been referred to the upline as part of MAPS, and the referred UnFranchise Owner has contacted the upline leader to request assistance, the upline leader has 72 hours (three business days) from the date of the initial referral to respond to the referring UnFranchise Owner's request. This does not mean that the upline must completely resolve the issue within 72 hours — the issue may not be resolved at all — but the upline must respond to the referred UnFranchise Owner within three business days.

  4. Referral resolution to upline leadership: The referred UnFranchise Owner will be instructed by Market Indonesia to call back to the corporate office within five working days from the initial referral date to inform Market Indonesia whether the upline leader responded to the request for assistance or not. If the referred UnFranchise Owner notifies Market Indonesia that the upline has responded, then the referral is coded “Resolved.” If the referred UnFranchise Owner notifies Market Indonesia that the upline is not responding, then the referral is coded as “Unresolved,” and the referred UnFranchise Owner is then referred to the first Upline Vested Interest UnFranchise Owner (UVI) or, if there is no UVI, the referred UnFranchise Owner will be transferred to the next upline leader. If the referred UnFranchise® Owner does not contact Market Indonesia again within five working days from the initial referral date, it will be considered “Resolved” and coded as such.

  5. Upline Vested Interest (UVI) UnFranchise Owner: The UnFranchise Owner appointed as UVI is who Market Indonesia has determined to have the largest financial interest in their organization. An UnFranchise Owner is considered a UVI UnFranchise Owner if they meet the following criteria:

    1. Generating 300–4,800 GBV per week on the side of their organization's network where the UnFranchise Owner is located.

    2. Generating at least 300 GBV on the opposite side of their organization where the UnFranchise Owner is located.

    3. Has BDC enabled.

  6. UVI response time: Once an UnFranchise Owner has been referred to UVI as part of MAPS, and the referred UnFranchise Owner has contacted UVI for assistance, UVI has 72 hours (three business days) from the date of the initial referral to respond to the request. This does not mean that UVI must completely resolve the issue within 72 hours — it may not be resolved at all — but UVI must respond to the UnFranchise Owner within three business days.

  7. Referral resolution to UVI: The referred UnFranchise Owner will be instructed by Market Indonesia to call back to the corporate office within five working days from the date of referral to UVI to inform Market Indonesia whether UVI responded to the request for assistance or not. If the referred UnFranchise Owner notifies Market Indonesia that UVI responded, the referral is coded “Resolved.” If the referred UnFranchise Owner notifies Market Indonesia that the UVI has not responded, then the referral is coded as “Unresolved,” and the referred UnFranchise Owner is then referred to the next UVI Upline or, if no UVI Upline is identified, will be redirected to the next upline leader and so on until the problem is resolved.

  8. Notification to UVI upline leaders/referrals: Market Indonesia will try to contact the upline leader and/or UVI regarding the referred UnFranchise Owner. The only notification given to the upline leader/UVI to whom the UnFranchise Owner is referred is via voicemail. All UnFranchise Owners who have achieved at least the rank of Executive Coordinator are required to maintain a Market Indonesia voicemail extension through the Market Indonesia provider. If a valid voicemail extension number is not available to the MAPS representative at the time of referral, no other notification will be made. This effort to contact the upline is only a form of information and in no way relieves the responsibility of the UVI upline leader if Market Indonesia cannot contact them.

  9. MAPS ranking system: At the end of each MAPS quarter, a report will be run to determine which upline/UVI leaders have fulfilled their responsibilities to manage, train and support their downline organizations and which have not yet met the criteria for upline/UVI leaders or have failed to fulfill their managerial/supervisory responsibilities. Those who don’t meet the criteria may lose commission as a result of their MAPS rating.

    1. How MAPS quarters are determined: MAPS quarters are the same for all UnFranchise Owners and are based on the calendar year, although the MAPS quarter end date will extend to the Friday of the week ending that MAPS quarter. For example, based entirely on the calendar year, the third quarter of 2000 would have ended on September 30, 2000, but September 30 fell on a Saturday, so the MAPS quarter extended to the Friday of the following week and ended on October 6, 2000.

    2. MAPS score: The MAPS rating system is based on the percentage of referred calls that are responded to by upline leaders in the appropriate amount of time. The scores are as follows:

      1. No calls      =   M+

      2. 100-90%    =   M

      3. 89-80%      =   A

      4. 79-70%      =   P

      5. 69-0%        =   S

    3. MAPS score adjustments: Once an UnFranchise® Owner is referred to an upline leader through MAPS, the goal is to ensure that the upline leader addresses the referred UnFranchise Owner's concerns in a timely manner. However, what is even more desirable is that corporate offices are in no way forced to refer UnFranchise Owners to their uplines; because this usually means that the upline has already addressed the issue before their UnFranchise Owner downline calls the corporate office. In an effort to recognize UnFranchise Owners who receive only a few referrals for a MAPS quarter but may fail for any reason to address any of those referrals, there is a MAPS score adjustment for UnFranchise Owners who receive fewer than five referrals for a given MAPS quarter. Therefore, UnFranchise Owners will not receive an unfavorable MAPS score if they lose just one referral in a MAPS quarter, regardless of how many referrals are received in that MAPS quarter.

      1. Any UnFranchise Owner who receives fewer than five referrals for a given MAPS quarter will have their MAPS score converted to a percentage as if they had five referrals. For example, if an UnFranchise Owner receives three referrals but only responds to two of them, without adjustment, the UnFranchise Owner would receive a MAPS score of 67%, which is an “S” rating. However, with adjustments, the computer system will add two referrals to the total and count them as good grades. Therefore, the UnFranchise Owner will actually be credited with five referrals, of which four are completed; and this will give the UnFranchise Owner a MAPS score of 80%, which is acceptable. In a second example, if the UnFranchise Owner receives two referrals but only responds to one of them, the UnFranchise Owner will receive, without adjustment, a MAPS score of 50%, which is a rating of “S.” However, with adjustments, the computer system will add three referrals to the total and count them as good grades. Therefore, the UnFranchise Owner score will be credited with five referrals, of which four are completed, giving the UnFranchise Owner a MAPS score of 80%, which is an acceptable score.

      2. Any UnFranchise Owner who receives five or more referrals for a given MAPS quarter will not have their MAPS score adjusted. For example, if an UnFranchise Owner receives five referrals but only responds to four of them, the UnFranchise Owner will receive a MAPS score of 80%, which is acceptable. No adjustment is required.

    4. Loss of commission: If an upline leader has a final MAPS rating at the end of a MAPS quarter that is deemed unacceptable, they may forfeit the following week's commission earned after the final MAPS rating score is posted. It doesn't matter which week the next commission check is earned; whatever the week, all checks earned for that week with that ID number will be forfeited. A final score of “P” or “S” is considered unacceptable.

      1. "P" rating: If an UnFranchise Owner receives a “P” score for a particular MAPS quarter and has not received an unsatisfactory rating for the previous MAPS quarter, then they will receive a reminder that their duties as outlined by the MPCP have not been met and future commissions may be forfeited. No commission will be forfeited at that time. However, if an UnFranchise Owner receives a "P" score for a particular MAPS quarter after also receiving an unsatisfactory rating in the previous MAPS quarter, then the UnFranchise Owner will forfeit the following week's commission earned after the last MAPS rating score was posted in that quarter.

      2. "S" rating: If an UnFranchise Owner receives an “S” score for a particular MAPS quarter, then the UnFranchise Owner will forfeit the following week's commission earned after the final MAPS rating score is posted for that quarter. If an UnFranchise Owner completes three consecutive MAPS quarters with an “S” rating, their UnFranchise Owner Business will be reviewed by Market Indonesia.

      3. Amount of commission forfeited: If an UnFranchise Owner finishes a MAPS quarter with an unacceptable score resulting in forfeited commissions, the UnFranchise Owner will forfeit the following week's commissions earned after the final MAPS ranking scores are posted for that quarter. This includes checks received from any and all BDCs with the same ID number for that week. For example, if after receiving a MAPS score of 50% (“S”) for a particular MAPS quarter, the UnFranchise Owner three weeks later earns Rp9 million on BDC-001, Rp9 million at BDC-002 and Rp4.5 million on BDC-003, they will lose a total of Rp22.5 million as a result of MAPS.

      4. MAPS score reset: All MAPS scores reset at the start of each MAPS quarter so that all upline leaders begin each MAPS quarter with an “M+” rating for that quarter.

      5. MAPS disclaimer: The MAPS program and its accountability measures are designed to complement the policies and procedures in the Independent UnFranchise® Owner Application and Agreement (IUA&A) and the latest edition of the Market Indonesia UnFranchise Manual. They do not supersede those policies and procedures or limit Market Indonesia in any way. If the UnFranchise Owner fails to carry out their management and supervisory responsibilities, Market Indonesia may address the situation with the remedy procedures and corrective actions described in the IUA&A and the latest edition of the Market Indonesia UnFranchise Manual.

SECTION 5     MARKET INDONESIAN DONATIONS AND CONTRIBUTIONS

Contacts made through Market Indonesia must be used exclusively for Market Indonesia purposes. These contacts are proprietary company information to which UnFranchise Owners agree when they sign the Independent UnFranchise Owner Application and Agreement (IUA&A).

UnFranchise Owners agree not to solicit other Market Indonesia UnFranchise Owners and/or customers, except for their personally sponsored UnFranchise Owners and persons they know independently of any Market Indonesia contact, for any purpose other than Market Indonesia business activities. This policy covers solicitations for other business activities, regardless of whether those activities are network marketing or other types of business, political campaigns, and charitable activities and events. UnFranchise Owners are prohibited from utilizing their Market Indonesia connections to obtain donations for charitable events. UnFranchise Owners are prohibited from sending correspondence of any kind, including but not limited to letters, voice messages and printed materials other than to personally sponsored UnFranchise Owners requesting donations.

From time to time, the company may sponsor or promote charitable activities among UnFranchise Owners. Such activities are excluded from this policy. UnFranchise Owners can ask directly about the permissibility of any solicitation to Market Indonesia by contacting the Director of Corporate and Field Services.

SECTION 6     YOUR PERSONAL DATA PROTECTION POLICY AS AN UNFRANCHISE OWNER IN MARKET INDONESIA

We appreciate the trust you have placed in Market Indonesia and are committed to respecting the privacy and security of your personal information. Our privacy policy explains the information we collect and how we use it.

  1. Information we collect:

    1. Personal information: To best serve your needs, we will, from time to time, collect certain information from you. The information we collect may include, without limitation, your name, tax identification number, address, telephone number, email address, company information, testimonials, credit card information and date of birth. Personal information will be collected at various times, including but not limited to, when you:

      • Submit an Independent UnFranchise Owner Application and Agreement (IUA&A).
      • Register Preferred Customers.
      • Apply to change the name or ownership of your UnFranchise Business.
      • Apply to become a Business Entity UnFranchise Business.
      • Register or participate in UnFranchise AutoShip.
      • Order or reorder products in person, by phone, by mail or on our website.
      • Write an email or letter to Market Indonesia.
      • Send product reviews, testimonials, power profiles or personal success stories to Market Indonesia.
      • Order event or seminar tickets.
      • Return goods or make an exchange.
      • Participate in marketing surveys, promotions or events.
      • Attend events or seminars.
      • Contact customer service or our product information department.
      • Register on our website.
      • Order products and services from our Partner Stores.
    2. Technical information is collected and stored automatically: When you visit the company's websites, we may store some or all of the following: the Internet address from which you accessed the site, the date and time you visited the site, whether you were a new or returning visitor, the page you exited the site from, which country you visited (your network location), the internet address of the website from which you linked, the name of the file or word you searched for, the items you clicked on the page, and the browser and operating system used.

  2. Use of the information we collect: The Company wants to provide you with the best internet experience and fulfill your order exactly as you request. Additionally, we want to make your experience as an Independent UnFranchise Owner or Sales Representative be a pleasant and successful experience. To do this, we collect information that allows us to do the following without limitation:

    1. Use of personal information:

      • Process your order.
      • Provide the products and services you request.
      • Partner with stores where you want to shop.
      • Send promotional offers.
      • Identify your and your customers' product and service preferences.
      • Establish our communication with you.
      • Provide information about products you have purchased for personal use or sale.
      • Increase our range of product options and customer service.
      • Share positive product testimonials and your personal success stories with others.
      • Establish an Independent UnFranchise Owner or Sales Representative relationship with you.
      • Track and credit BV.
      • Monitor your compliance with Market Indonesia rules and policies.
      • Include your name, story, testimonials, product reviews, profile, images, and commission and sales profit revenue information.
        • In local and national newspapers, magazines or other media.
        • At events, on CDs, DVDs and other audio and video, on websites and in publications and literature owned, operated or published by Market Indonesia or its affiliates or third parties.
        • In other Market Indonesia communication media in the field or otherwise.
        • In other media if deemed useful or appropriate by Market Indonesia.
    2. Use of technical information: This information is used to measure the number of visitors to the site and various parts of the site, the percentage of visits that come from specific keyword searches, the average time visitors spend on the site and the average number of page views by visitors. It can also be used to identify system performance or problem areas. We also use this information to help us improve the site, analyze usage patterns and make the site more useful. This information is not used to associate search terms or site navigation patterns with individual users. This site may periodically delete its web logs. We use third-party analytics services to collect and analyze this data and, at times, may provide this information to third-party entities with whom we contract to further analyze website traffic.

    3. Use of cookies: Market Indonesia uses cookies on our website. Cookies are small data files that your web browser stores on your computer. Cookies allow us to improve, personalize and track your online experience so that the information you receive is more relevant to you. This technology will allow you to move more quickly through our website once the information is in our database because you will not have to reenter the same information or log in every time you enter the site.

  3. Information we share with others and your privacy rights:

    1. It is not Market Indonesia's practice nor purpose to sell, rent or trade personal information. To serve UnFranchise Owners, Sales Representatives and Preferred Customers, we share limited personal information with our Independent UnFranchise Owners and affiliates. Market Indonesia Independent UnFranchise Owners are obligated to maintain the confidentiality of the information you provide.

    2. On rare occasions, we may disclose certain information at the request of the government in response to a court order or when required by law to do so. We may also share information with companies that assist in fraud protection or investigations. We do not provide information to these agencies or companies for marketing or commercial purposes.

  4. How we use email: When you provide your email address, we may send emails to you as necessary to process your orders, respond to requests, provide customer service, promote products or services, assist you in growing your business, notify you about products, services or promotional materials, and help you with the promotion of products and services to your customers. Our intention is to send promotional emails only to people who wish to receive them. We will also provide information on how to unsubscribe in our emails.

  5. Links to other sites: We provide links on our website to other sites. These sites operate independently from Market Indonesia and have established their own privacy and security policies. We encourage you to review this policy on every site you visit.

  6. Review and update your information: You can review and update your UnFranchise® Owner information (name, address, phone number, email address, credit card number, etc.) on UnFranchise.com in Account ID > Account Settings > UnFranchise Owner Profile.

  7. Security:

    1. Market Indonesia is committed to protecting the privacy of your personal information. It is our intention to protect against the loss, misuse or alteration of the information we have collected from you. We use the latest technologies and processes to protect the information we collect and limit the information we provide to third parties.

    2. When you make a purchase or submit an Independent UnFranchise Owner Application and Agreement or other documents on our website, your transactional information is transmitted in a secure, encrypted format.

  8. Privacy for children on our website: Our website is not intended for use by anyone under 18 years of age. We do not knowingly collect personal information from persons under 18 years of age.

  9. Policy changes: From time to time, we may use customer information for unanticipated uses not previously disclosed in our privacy notice. If our information practices change, we will post these changes on our website. We encourage you to periodically review our privacy policy.

  10. Your consent: By using Market Indonesia facilities and continuing to order products and services, you consent to the collection and use of your personal and technical information and cookies as detailed in this privacy policy.

  11. Contact us: We always welcome your questions and feedback.

SECTION 7     REFERRALS

Some individuals will initially shop for products or inquire about business opportunities. In this case, the individual will be referred to a qualified Market Indonesia UnFranchise Owner.

  1. Prospective customers or business leads will be referred back to the UnFranchise Owner who generated the lead whenever possible. To identify UnFranchise Owners who generate leads, Market Indonesia investigates the ordering process that drives prospective customers and business prospects.

  2. If a potential customer or business prospect is not referred by the UnFranchise Owner, Market Indonesia will refer the prospect to an UnFranchise Owner who meets certain criteria:

    1. To be eligible to receive leads from Market Indonesia, current UnFranchise Owners must use the Monthly Accrual Option by meeting the following requirements:

      1. Purchase a Commission and Bonus Optimization Package(UFMS) monthly on the corresponding monthly Q-date.

      2. Order products every month in the following minimum quantities: 50 BV for Level 1 (UFOs who haven’t received a commission check); 100 BV for Level 2 (UFOs who have earned their first commission check); and 150 BV for Level 3 (UFOs who have earned a commission check to complete the commission cycle at 5000/5000), and all such amounts are assigned to BDC-001.

      3. UnFranchise Owners must complete the UnFranchise Owner program setup.

    2. Each prospective customer or business prospect will be referred to a qualified UnFranchise Owner who shares the same zip code as the prospect. If there are no qualified UnFranchise Owners located in the prospect's zip code, Market Indonesia will refer the prospect to an UnFranchise Owner in the nearest zip code. Several qualified UnFranchise Owners in a zip code will be part of the prospect referral rotation and will take turns receiving referral leads from Market Indonesia.

  3. If a prospective customer or business prospect is referred to Market Indonesia by an UnFranchise® Owner, but the prospect is unable to provide Market Indonesia with sufficient information to identify the referring UnFranchise Owner, Market Indonesia will refer the prospect to a qualified UnFranchise Owner. If Market Indonesia becomes aware of an inaccurate referral, Market Indonesia will take steps to identify the correct UnFranchise Owner. If Market Indonesia is successful in determining the identity of the UnFranchise Owner who generated the lead, the potential customer or business prospect will be transferred to that UnFranchise Owner. However, BV or retail profit acquired by an UnFranchise Owner who initially received a referral from Market Indonesia will not be transferred.

  4. When a prospective customer or business prospect is referred to a qualified UnFranchise Owner, the BV and retail profits created as a result of the first order placed by that prospective customer within 24 hours of the prospective customer's registration with Market Indonesia will go to help offset costs associated with lead generation. After the initial 24-hour period, the UnFranchise Owner will retain all BV and profits associated with each order placed by the customer.

SECTION 8     IMPORTANT FUNCTIONS OF AN UNFRANCHISE OWNER

The Market Indonesia UnFranchise Business is a business. Ideally, it should have a purpose. As a business owner, each UnFranchise Owner is ultimately responsible for performing the essential functions of the UnFranchise Business for himself or herself. These essential functions include without limitation, (A) retail sales, (B) quarterly verification of retail sales (Form 1000), (C) attending required training classes, and (D) completing and submitting Annual Renewals and other applicable agreements with the company. Market Indonesia really appreciates UnFranchise Owners helping other UnFranchise Owners, even when they are in different sales organizations. However, the company does not permit an UnFranchise Owner (or other third parties) to operate the business of another UnFranchise Owner or perform the essential functions of another UnFranchise Owner.